TELECOM ARGENTINA SA (Form: 6-K, Received: 08/28/2017 06:01:46)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of August 2017

Commission File Number: 001-13464

Telecom Argentina S.A.

(Translation of registrant’s name into English)

Alicia Moreau de Justo, No. 50, 1107

Buenos Aires, Argentina

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x

Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o

No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes o

No x

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes o

No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

Telecom Argentina S.A.

Explanatory Note

This Form 6-K includes the Preliminary Merger Agreement ( Compromiso Previo de Fusión ) between Telecom Argentina S.A. (“Telecom”) and Cablevisión S.A. (“Cablevisión”), approved by the board of directors of each company on June 30, 2017. In addition, in order to avoid information asymmetry between local and foreign investors, included in this Form 6-K are the annexes to the Preliminary Merger Agreement, including the unaudited special merger individual financial statements of Telecom, the unaudited special merger individual financial statements of Cablevisión and the unaudited special merger consolidated financial statements, which were prepared to comply with the legal requirements of Argentina. The special merger financial statements were not audited in accordance with PCAOB Standards or US GAAS and do not comply with SEC requirements.

TABLE OF CONTENTS

This Form 6-K for Telecom Argentina S.A. contains:

Exhibit

1.		Press Release of Telecom Argentina S.A.

2.		English free translation of the Preliminary Merger Agreement between Telecom Argentina S.A. and Cablevisión S.A., dated June 30, 2017

3.		Annex I(A) to the Preliminary Merger Agreement: Unaudited Special Merger Individual Financial Statements of Telecom Argentina S.A. as of March 31, 2017

4.		Annex I(B) to the Preliminary Merger Agreement: Unaudited Special Merger Individual Financial Statements of Cablevisión S.A. as of March 31, 2017

5.		Annex II to the Preliminary Merger Agreement: Unaudited Special Merger Consolidated Financial Statements as of March 31, 2017

6.		Annex III to the Preliminary Merger Agreement: Methodology of calculation of the Exchange Ratio

7.		Annex IV to the Preliminary Merger Agreement: Form of Amended Bylaws of Telecom Argentina.

8.		Annex V to the Preliminary Merger Agreement: Transactions with Related Parties of Cablevisión.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Telecom Argentina S.A.


Date:	August 28, 2017	By:	/s/ Pedro G. Insussarry
			Name:	Pedro G. Insussarry
			Title:	Responsible for Market Relations

Exhibit 1

Buenos Aires, August 28, 2017

SECURITIES AND EXCHANGE COMMISSION

Dear Sirs,

TELECOM ANNOUNCES CNV AUTHORIZATION OF THE PUBLICATION

OF THE LOCAL PROSPECTUS REGARDING THE PRELIMINARY MERGER AGREEMENT WITH CABLEVISIÓN

On August 18, 2017, Telecom Argentina S.A. (“ Telecom ”), received confirmation that the Argentine Securities Commission ( Comisión Nacional de Valores ) had authorized the publication of the local Argentine prospectus regarding Telecom’s proposed absorption of Cablevisión S.A. (“ Cablevisión ”), a company organized under the laws of the Republic of Argentina, (the “ Merger ”). Under the proposed Merger, Telecom would continue as the surviving company known as “Telecom Argentina S.A.”

A copy of the local Argentine prospectus has been filed with the CNV and is available on the CNV’s website (www.cnv.gob.ar).

Sincerely,

Pedro G. Insussarry

Responsible for Market Relations

Exhibit 2

English free translation of the Preliminary Merger Agreement between Telecom Argentina S.A. and Cablevisión S.A., dated June 30, 2017

PRELIMINARY MERGER AGREEMENT

entered into between

TELECOM ARGENTINA S.A.

(as Surviving Company)

and

CABLEVISION S.A.

(as Absorbed Company)

June 30, 2017

PRELIMINARY MERGER AGREEMENT

This PRELIMINARY MERGER AGREEMENT is held on June 30, 2017 between:

(1) Telecom Argentina S.A. (“ Telecom Argentina ” or, the “ Surviving Company ”), domiciled at Ave. Alicia Moreau de Justo 50, 13 th floor, Autonomous City of Buenos Aires;

(2) Cablevisión S.A. (“ Cablevisión ” or, the “ Absorbed Company ”), domiciled at Avda. General Hornos 690, Autonomous City of Buenos Aires and, together with Telecom Argentina, the “ Parties ” and each of them individually, a “ Party ”.

WHEREAS:

(a) Telecom Argentina’s primary business is the provision, directly or through third parties or associated with third parties, of TIC Services (as such term is defined below), whether fixed, mobile, wired, wireless, national or international, with or without own infrastructure telecommunication services, value added services (including Internet access) and data transmission services within the framework of the applicable licenses, and its corporate purpose includes the provision of Audiovisual Communication Services (as such term is defined below). In addition, Telecom Argentina also carries out activities as a holding company.

(b) Cablevisión’s primary business is also the provision of TIC Services that are registered in the Digital Argentina Sole License held by Cablevisión pursuant to Resolution No. 1359/2016, mainly including, among others, the provision of Television Subscription Services by physical link and radio electrical link, and Data Transmission Services, as well as other fixed, mobile, wired and wireless, national and international telecommunication services, also including without limitation the Value Added Services (including Internet access), Telephony and Trunking (the latter being provided through its subsidiary Nextel, which is currently undergoing a merger by incorporation with Cablevisión) and the Advanced Mobile Communications Service through a network to be deployed by Cablevisión. Cablevisión’s corporate purpose includes the possibility of providing Audiovisual Communication Services. In addition, Cablevisión also carries out activities as a holding company.

(c) Today, at both national and international levels, there is a trend towards technological convergence between media and telecommunications of various separated or independent forms of provision of voice, data, sound and image transmission services, both fixed and wireless, in a sole product or series of products to be provided to users as a whole (the “ Convergent Products ”) for the benefit of users and consumers of such multiple individual services.

(d) January 1 st , 2018 will be the expiration of the period set forth by Decrees No. 267/15 and 1340/16 to lift the restriction that applies exclusively to the providers of Basic Telephonic Services whose license has been granted pursuant to the terms of Decree No. 62/90 and items 1 and 2 of Section 5 of Decree No. 264/98, as well as the providers of Mobile Telephonic Services with license granted pursuant to the bidding terms and conditions approved by Resolution of the then Ministry of Finance and Public Works and Services No. 575/93 and ratified by Decree No. 1,461/93, among these Telecom Argentina and Telecom Personal, to include in their offer of telecommunication services, Television Subscription Services by physical link and/or radio electrical link.

(e) For purposes of offering Convergent Products to their respective clients, the Parties have considered that their respective operative and technical structures are highly complementary and could be optimized through a structural consolidation, achieving synergies and efficiencies in the development of Convergent Products that the market will demand as regulatory restrictions are lifted.

(f) The Parties consider that such structural consolidation shall be achieved through a merger pursuant to the General Corporate Law (the “GCL”).

(g) Both Telecom Argentina and Cablevisión are public companies in Argentina, therefore subject to exhaustive rules of information with annual, quarterly and urgent and immediate levels of disclosure in case relevant events that may affect the market price of their securities take place, pursuant to the rules of the Argentine National Securities Commission (“Comisión Nacional de Valores”). As a result, each of the Parties has access to public information relating to the other, which allows it to prepare and make the documentation for the Merger (as such term is hereinafter defined) in the same terms of transparency as those existing for investors in the companies involved; and

(h) Having analyzed the terms on which such merger may be perfected, the Parties wish to undertake the applicable corporate and regulatory procedure.

NOW THEREFORE , the Parties hereto agree to enter into this PRELIMINARY MERGER AGREEMENT, subject to the applicable shareholders’ approvals of Telecom Argentina and Cablevisión pursuant to the terms of Section 83 et seq. of the GCL, the Rules of the Argentine National Securities Commission and the other terms and conditions provided herein.

Section One. DEFINITIONS.

The following capitalized terms shall have the meaning assigned to them as follows, except when the use of a capital letter exclusively responds to the grammatical rule that requires it at the beginning of a sentence, or applies to a proper noun:

“ Class A Share of CV ”: means each of the 96,006 book entry Class “A” shares of common stock, with one vote each and a par value of Argentine pesos ten thousand each, issued by Cablevisión and representing 80.005% of its capital stock, which are not listed in ByMA nor in any other exchange or market of Argentina or abroad.

“ Class B Share of CV ”: means each of the 23,994 book entry Class “B” shares of common stock, with one vote each and a par value of Argentine pesos ten thousand each, issued by Cablevisión and representing 19.995% of its capital stock, which are not listed in ByMA nor in any other exchange or market of Argentina or abroad.

“ Class A Share of Telecom Argentina ”: means each of the 502,034,299 book entry Class “A” shares of common stock, with one vote each and a par value of one Argentine Peso, issued as of the date hereof by Telecom Argentina, originally authorized to be listed in the Buenos Aires Stock Exchange, but without actual trading in the securities market until the date hereof.

“ Class B Share of Telecom Argentina ”: means each of the 482,111,931 book entry Class “B” shares of common stock, with one vote each and a par value of one Argentine Peso, issued as of the date hereof by Telecom Argentina that are listed in ByMA and of which 15,221,373 are treasury stock.

“ Class D Share of Telecom Argentina ”: means each of the book entry Class “D” shares of common stock, with one vote each and a par value of one Argentine Peso, convertible into Class B Shares, to be issued by Telecom Argentina as a result of the Merger.

“ Technical Assistance Agreement ”: means the technical assistance agreement entered into between Cablevisión and CVH in May 2017.

“ Final Merger Agreement ”: means the final merger agreement to be entered into between Telecom Argentina and Cablevisión for purposes of implementing this Merger, pursuant to the terms of Sections 82, 83 et seq. of the GCL and the terms of this Agreement.

“ Ordinary and Extraordinary Shareholders’ Meeting of Telecom Argentina ”: means an ordinary and extraordinary shareholders’ meeting to be called by Telecom Argentina to approve this Preliminary Merger Agreement.

“ Extraordinary Shareholders’ Meeting of Cablevisión ”: means an extraordinary shareholders’ meeting to be called by Cablevisión to approve the terms of this Preliminary Merger Agreement to be entered into pursuant to Section 244 of the GCL.

“ ENACOM Authorization ”: means a resolution issued by the ENACOM authorizing: i) the Merger and ii) the registration of the records, resources,

assignations, permits, frequencies and authorizations held by Cablevisión and/or the companies absorbed by Cablevisión under the Digital Argentina Sole License held by Telecom Argentina.

“ Notice ”: means the notice to be published by Telecom Argentina and Cablevisión pursuant to Section 83 of the GCL for the exercise of the Opposition Rights of their respective creditors.

“ ByMA ” : means Argentine Exchanges and Markets (“Bolsas y Mercados Argentinos”), the securities market successor, since April 2017, of the operations of the Buenos Aires Stock Market S.A. (“Mercado de Valores de Buenos Aires S.A.”)

“ Agreement ” or “ Preliminary Merger Agreement ”: means this Preliminary Merger Agreement.

“ CVH ”: means Cablevisión Holding S.A., the holder of 34,425 Class A Shares of CV and 6,782 Class B Shares of CV.

“ Decree 267/15 ”: means the Decree of Need and Urgency No. 267 issued on December 29, 2015.

“ Decree 1340/16 ”: means Decree No. 1340 issued on December 30, 2016, amending Decree 267/15.

“ Opposition Rights ”: means the rights arising from Section 83 of the GCL so that within 15 days of the day following the last publication of the Notice by the companies intervening in the Merger, the holders of credits originated in a prior cause or title against the companies may oppose the Merger.

“ EBITDA ”: means, with respect to a person and for the period in which such determination is made, its sales minus sales costs, marketing and management costs (excluding amortizations and depreciations), or, which is the same: the business’ earnings before depreciation and amortization, all determined pursuant to the International Financial Reporting Standards (“IFRS”) as reflected in the respective financial statements for the applicable period of Cablevisión or Telecom Argentina, as applicable.

“ ENACOM ”: means the Federal Communications Agency as applicable authority of Law No. 27,078 of Digital Argentina and Information and Communications Services.

“ Special Merger Consolidated Financial Statements ”: means the Special Merger consolidated financial statements of Telecom Argentina and Cablevisión as of March 31, 2017 attached hereto as Annex II, which were prepared based on the Special Merger Individual Financial Statements of each of such companies.

“ Special Merger Individual Financial Statements ”: means the Special Merger individual financial statements prepared for Telecom Argentina and Cablevisión as of March 31, 2017 attached hereto as Annexes I-A and I-B of this Agreement.

“ Fintech Media ” : Means Fintech Media LLC, the holder of 17,212 Class B Shares of CV.

“ New Shares ”: means 1,184,528,406 new book entry shares of common stock, with a par value of one Argentine peso and one vote each, which Telecom Argentina shall issue as a result of the Merger, to be delivered to Cablevisión’s shareholders, as Class A Shares of Telecom Argentina or Class D Shares of Telecom Argentina, as applicable, pursuant to the Exchange Ratio set forth herein and the other terms of this Preliminary Merger Agreement.

“ Cablevisión’ Notes ”: means the Class A notes (“obligaciones negociables”) issued by Cablevisión with an initial par value of US$500,000,000, which are currently outstanding and due on June 15, 2021.

“ Telecom’s Corporate Reorganization ” : means the merger by absorption of Nortel Inversora S.A., Sofora Telecomunicaciones S.A. and Telecom Personal S.A. by Telecom Argentina as Surviving Company as describe in the applicable merger prospectus issued by Telecom Argentina on May 11, 2017 and published in the Financial Information Highway (“Autopista de Información Financiera”) of the Argentine National Securities Commission.

“ Audiovisual Communication Services ” : means the audiovisual communication services regulated under Law No. 26,522, as amended and complemented.

“ TIC Services ”: means the information technology and communication services regulated under Law No. 27,078, as amended and complemented.

“ VLG ” : means VLG Argentina LLC, the holder of 61,581 Class A Shares of CV.

Section Two . Merger.

The Parties hereby agree on a merger by absorption of Cablevisión, as Absorbed Company, by Telecom Argentina as Surviving Company, pursuant and subject to the terms of Sections 82 and 83 of the GCL, and within the tax framework provided by Sections 77 et seq. of Law No. 20,628 of Income Tax and Section 105 of its regulatory Decree No. 1344/1998, and the terms of this Preliminary Merger Agreement, all of it subject to the approval of their respective shareholders’ meetings and the regulatory approvals and additional conditions set forth in Section Seven of this Agreement, and effective as of the Merger Effective Date (as such term is defined in Section Seven) (hereinafter, the “ Merger ”).

Section Three . General Effects of the Merger.

Resulting from the Merger agreed upon in Section Two and effective as of the Merger Effective Date: (i) the assets and liabilities of the Absorbed Company shall be transferred in their entirety to the Surviving Company, causing Telecom Argentina to acquire ownership of all rights and assets and assume all obligations and liabilities of any nature of Cablevisión including (a) those rights and liabilities that, for any reason, have not been included in the Special Merger Individual Financial Statement, including all rights, assets and liabilities arising or discovered after the end date of the Special Merger Individual Financial Statements as a result of events or activities prior to such end date; (b) those rights and liabilities of the Absorbed Company arising from the relationships with its personnel, which personnel shall become directly dependent of Telecom Argentina, and whose seniority, benefits and all other acquired rights shall be respected; and (c) the licenses, records, resources, assignations, permits and authorizations of Cablevisión and/or the companies absorbed by Cablevisión and/or authorizations of any kind; (ii) Telecom Argentina shall be the successor of all activities, operations, assets, liabilities, rights and obligations of Cablevisión as of the Merger Effective Date as well as any of those that may arise from any conducts prior or subsequent thereto; (iii) Cablevisión shall dissolve without liquidation; (iv) Telecom Argentina shall increase its capital stock and amend its bylaws pursuant to the terms set forth in Annex IV of this Agreement; and (v) all holders of Cablevisión shares shall be considered shareholders of Telecom Argentina as from the Merger Effective Date, including the exercise of their economic and political rights to the extent of the Exchange Ratio set forth in this Agreement.

Section Four . Amendment of the Bylaws of Telecom Argentina. New Capital Structure.

Pursuant to the terms of the Merger, Telecom Argentina shall amend its Bylaws in accordance with the terms set forth in Annex IV of this Agreement. In addition, as a result of the Merger and taking into account the proposed Exchange Ratio, Telecom Argentina shall increase its capital stock in an amount of Argentine pesos 1,184,528,406. Accordingly, Telecom Argentina shall issue 1,184,528,406 book entry ordinary shares with a par value of one Argentine peso and one vote each ( minus any applicable number of shares corresponding to fractions of shares paid in cash), of which, taking into account the direct and indirect shareholdings of Fintech Media and CVH in Cablevisión as of the date of this Agreement: (i) 473,836,040 shall be Class A Shares of Telecom Argentina and (ii) 710,692,366 shall be Class D Shares of Telecom Argentina; which shall be delivered to the shareholders of Cablevisión pursuant to the Exchange Ratio and other terms of this Agreement. Both the Class A Shares of Telecom Argentina and the Class D Shares of Telecom Argentina to be delivered to Cablevisión’s shareholders shall be freely convertible into Class B Shares of Telecom Argentina and shall have certain supermajority special rights for the approval of the matters set forth in the form of Amended Bylaws of Telecom Argentina attached hereto as Annex IV. These amendments to

be introduced into the Bylaws of Telecom Argentina shall become effective as of the Merger Effective Date.

Section Five . Shares Exchange Ratio.

1. Exchange Ratio . The Parties have agreed to propose to their respective shareholders’ meetings the following Exchange Ratio of shares of common stock of Cablevisión to shares of common stock of Telecom Argentina: 1 share of common stock of Cablevisión (either a Class A Share of Cablevisión or a Class B Share of Cablevisión) for every 9,871.07005 New Shares of Telecom Argentina, as applicable pursuant to the terms of this Agreement (the “ Exchange Ratio ”). Such ratio has been based on an amount of outstanding Telecom Argentina shares of 969,159,605 (excluding the 15,221,373 Class B Shares of Telecom Argentina repurchased by Telecom Argentina and currently held as treasury stock) and an amount of outstanding Cablevisión shares of 120,000. Any fractions or decimal numbers of shares resulting from the exchange made to any shareholder shall be paid in cash at the offices of Telecom Argentina on the day and time that shall be in turn announced for the shares exchange. Liquidation of the fractions shall be made following the procedures set forth by applicable law.

2. Mechanism of Determination of the Exchange Ratio. Valuations .

The proposed Exchange Ratio has been determined by the Parties subject to the approval by their respective shareholders’ meetings, taking into account, among others, the value ranges resulting from the application of the following valuation methods to both companies: a) the net present value of discounted cash flows of each company; b) the valuation multiples of comparable businesses; and c) the trade market value of the Class B Shares of Telecom Argentina and the Cablevisión shares, taking into account for the Cablevisión shares their implicit trade value incorporated in the trade market value of the Class B shares of Grupo Clarín S.A. (CVH’s predecessor) as parent company of Cablevisión. Annex III hereto explains the methodology of calculation of the Exchange Rate.

The Exchange Ratio was considered fair from a financial standpoint, as of the date of the applicable opinion and in accordance to its terms, by two financial advisorsnot related to any of the companies involved. For such purpose, Telecom Argentina hired JP Morgan Securities LLC and Cablevisión hired LionTree Advisors LLC, two first tier international firms with expertise in merger transactions and a high specialization in the TIC Services (the “ Independent Valuation Experts ”), each of whom issued its respective Fairness Opinion on the Exchange Ratio for its consideration by Telecom Argentina’s Board of Directors, with respect to JP Morgan Securities LLC, and by Cablevisión’s Board of Directors, with respect to LionTree Advisors LLC.

For purposes of issuing their Fairness Opinions on the Exchange Ratio, the Independent Appraisers respectively applied the valuation methods that each of them generally applies in procedures similar to this, including, among others, the methods mentioned in a) to c) above.

3. Allocation of Shares by Exchange Ratio . Pursuant to the Exchange Ratio, the Parties have agreed to propose to their shareholders that the New Shares to be issued by Telecom Argentina be allocated to the holders of shares of common stock of Cablevisión as follows:

a. Fintech Media: pursuant to the Exchange Ratio, Fintech Media should receive 169,900,857.70 shares, as a result of which the Parties have proposed that Fintech Media receive 169,900,858 New Class A Shares of Telecom Argentina in exchange for 17,212 Class B shares issued by Cablevisión and held by Fintech Media;

b. CVH: pursuant to the Exchange Ratio, CVH should receive 406,757,183.55 shares, as a result of which the Parties have proposed that CVH receive 406,757,183 New Shares Class D in exchange for 41,207 shares (34,425 Class A Shares of CV and 6,782 Class B Shares of CV) issued by Cablevisión and held by CVH;

c. VLG: pursuant to the Exchange Ratio, VLG should receive 607,870,364.75 shares, as a result of which the Parties have proposed that VLG receive 607,870,365 New Shares in exchange for 61,581 Class A Shares issued by Cablevisión and held by VLG. Such New Shares of common stock issued by Telecom Argentina shall be divided between New Class A Shares and New Class D Shares and delivered to VLG pro rata Fintech Media and CVH’s shareholdings in VLG as of the Merger Effective Date.

4. Exchange Ratio Adjustments . (a) The Parties have agreed to allow both Telecom Argentina and Cablevisión to distribute cash dividends to their respective shareholders prior to the Merger Effective Date, in which case any one or more cash distributions made as from the date of this Agreement and before the Merger Effective Date shall cause an adjustment of the Exchange Ratio pursuant to the following terms: (i) for purposes of calculating any Exchange Ratio adjustments, the following prices per share proportional to the Exchange Ratio shall be used as a reference: US$ 5.1591 per each outstanding share of Telecom Argentina and US$ 50,925.93 per each outstanding share of Cablevisión; (ii) the above mentioned United States dollars per share reference value to be taken into account to calculate the adjustments to the Exchange Ratio of the Company that makes a dividend

distribution shall be reduced in an amount equal to the United States dollars per share amount corresponding to the dividend paid, and the Exchange Ratio shall be calculated again taking into account such lower reference value per share of the company that has made the dividend distribution. If the dividends are paid in Argentine pesos, the United States dollar’s value of such dividend shall be calculated taking into account the wholesale exchange rate pursuant to Communication A-3500 of the Argentine Central Bank published for the closing of the business day immediately prior to the date on which the applicable dividend has been made available in Argentina; (b) if any extraordinary event that significantly alters the ordinary course of business of one or both companies before the Merger Effective Date occurs, the Parties shall acknowledge such event and its effects and shall agree on the Exchange Ratio’s adjustments that may correspond, (c) no provisional or regular dividend distribution that may be made by Nortel Inversora S.A. or Sofora Telecomunicaciones S.A. before their merger by absorption into Telecom Argentina, even if those distributions made by Nortel Inversora S.A. or Sofora Telecomunicaciones S.A. are thereafter consented by Telecom Argentina, shall be considered the cause for an Exchange Ratio adjustment, (d) none of the following shall be considered the cause for an Exchange Ratio adjustment (i) payment of the second installment of the dividends approved by an ordinary annual and extraordinary shareholders’ meeting of Cablevisión held on March 30, 2017 for an amount of up to US$ 50,000,000 (United States dollars fifty million), which shall be paid following the date hereof; and (ii) an amount of up to US$ 50,000,000 as dividends that Telecom Argentina may approve and pay at any time before the Merger Effective Date.

Section Six . Capital Increase of Telecom Argentina.

As a result of the Merger and pursuant to the proposed Exchange Ratio, Telecom Argentina shall make a capital increase of Argentine pesos one thousand one hundred eighty four million five hundred twenty eight thousand four hundred six (AR$ 1,184,528,406) and shall issue an aggregate amount of 1,184,528,406 New Shares on the Merger Effective Date. As a result, following the Merger Effective Date the capital stock of Telecom Argentina shall be AR$ 2,168,909,384 or the amount resulting from any Exchange Ratio adjustments that may correspond.-

Section Seven . Merger Effective Date and conditions precedent.

This Merger shall be effective at 12 AM of the date on which the Presidents of the Boards of Directors of the Parties (hereinafter, the “ Merger Effective Date ”) execute a minute reflecting the transfer of operations, in which the following is recorded in writing: (i) Telecom Argentina has set up its technical-operational systems to assume Cablevisión’s operations and activities; and (ii) as of the Merger Effective Date the transfer of all operations and activities of the Absorbed Company into

Telecom Argentina is perfected because the following conditions, to which the Merger is subject, have been fulfilled:

1) the Final Merger Agreement has been executed; and

2) the ENACOM Authorization has been obtained.

As from the Merger Effective Date, Telecom Argentina shall continue with the Absorbed Company’s operations, causing the applicable operative, accounting and tax effects. As of such date, all assets and liabilities of Cablevisión, as Absorbed Company, including recordable assets, rights and obligations, shall be incorporated into Telecom Argentina, as Surviving Company and successor.

Section Eight . Reasons and Purposes of the Merger.

Pursuant to Section 83, Subsection 1), paragraph a), of the GCL, the Parties hereby declare that the Merger agreed upon in this Agreement is made for the purpose of allowing the Parties to offer Convergent Products pursuant to applicable law in an efficient way and as rapidly as possible.

Section Nine . Accounting Documents. Special Merger Individual Financial Statements and Special Merger Consolidated Financial Statements. Parties’ Representations.

(a) The following documents constitute a part of this Agreement: (i) the Special Merger Individual Financial Statements of Telecom Argentina and Cablevisión as of March 31, 2017, attached hereto as Annexes I (A) and I (B), respectively; (ii) the Special Merger Consolidated Financial Statements as of March 31, 2017, attached hereto as Annex II; (iii) the methodology by which the Exchange Ratios were calculated, attached hereto as Annex III; (iv) Form of Amended Bylaws of Telecom Argentina attached as Annex IV; and (v) List of Transactions with Cablevisión’s Related Parties (Annex V). The accounting documents referred to in Annexes I (A) and I (B), and II were prepared by the Parties’ managers on uniform bases and identical valuation criteria, executed by their respective legal representatives, with reports from their respective Supervisory Committees, and certified by a Certified Public Accountant. In particular, the Special Merger Individual Financial Statements of Telecom Argentina and Cablevisión as of March 31, 2017 are certified by Independent External Auditors, pursuant to the applicable auditing rules. The Special Merger Consolidated Financial Statements as of March 31, 2017 are certified by Independent External Auditors, as required by the Argentine Securities Commission. All Annexes shall be made available to the shareholders and, in turn, the financial statements shall be copied in the applicable corporate books.

(b) Cablevisión hereby represents to Telecom Argentina as of the date of this Preliminary Merger Agreement:

a. The capital stock of Cablevisión is Argentine pesos 1,200,000,000, consisting of 96,006 Class A shares with a par value of ten thousand Argentine pesos and one vote per share and 23,994 Class B shares with a par value of ten thousand Argentine pesos and one vote per share. All such shares are fully subscribed and paid, and are not subject to any lien; there are no irrevocable contributions for the future subscription of shares which capitalization is pending, there are no options, warrants, securities convertible or exchangeable into shares nor any other rights of third parties to claim the issuance of new shares of any class of Cablevisión;

b. Cablevisión is a corporation (“sociedad anónima”) duly organized and registered before the Office of Corporations (“Inspección General de Justicia”) and has the corporate power to execute this Preliminary Merger Agreement and to carry out the Merger in accordance with the terms provided for in this Preliminary Merger Agreement; the execution of this Preliminary Merger Agreement has been approved by the Board of Directors of Cablevisión at its meeting held on June 30, 2017;

c. the Special Merger Individual Financial Statements of Cablevisión as of March 31, 2017 reasonably reflect the economic and financial position of Cablevisión and have been audited by Price Waterhouse & Co. As from the date of these financial statements, no events have occurred which may have caused a material adverse effect in the economic and financial position of Cablevisión or in the results of its operations; there are no material liabilities that should have and have not been reflected in such financial statements or that are not properly provisioned in accordance with the applicable accounting rules;

d. the public information filed by Cablevisión before the Argentine National Securities Commission at the Internet site of such Commission does not contain any untrue statement of a material fact or omits to state any material fact necessary to make such information, in light of the circumstances in which it was filed, not misleading;

e. except for the transactions described in the quarterly financial statements of Cablevisión as of March 31, 2017 and in Annex V to this Agreement, there are no other related party agreements that may be transferred to Telecom Argentina as a result of the Merger.

f. has received a Fairness Opinion from LionTree Advisors LLC, which considers that the Exchange Ratio is fair.

a. The capital stock of Telecom Argentina is AR$ 984,380,978, consisting of 502,034,299 Class A Shares with a par value of one Argentine peso and one vote per share; 482,111,931 Class B Shares with a par value of one Argentine peso and one vote per share; and 234,748 Class C Shares with a par value of one Argentine peso and one vote per share. Out of the aggregate of shares representing Telecom Argentina’s capital stock, 15,221,373 Class B Shares have been repurchased by Telecom Argentina and are held as treasury stock, as a result of which the number of outstanding shares on which the calculation of the Exchange Ratio has been made amounts to 969,159,605. All such shares are fully subscribed and paid, and are not subject to any lien; there are no irrevocable contributions for the future subscription of shares which capitalization is pending, there are no options, warrants, securities convertible or exchangeable into shares nor any other rights of third parties to claim the issuance of new shares of any class of Telecom Argentina;

b. Telecom Argentina is a corporation (“sociedad anónima”) duly organized and registered before the Office of Corporations (“Inspección General de Justicia”) and has the corporate power to execute this Preliminary Merger Agreement and to carry out the Merger in accordance with the terms provided for in this Preliminary Merger Agreement; the execution of this Preliminary Merger Agreement has been approved by the Board of Directors of Telecom Argentina at its meeting held on June 30, 2017;

c. the Special Merger Individual Financial Statements of Telecom Argentina as of March 31, 2017 reasonably reflect the economic and financial position of Telecom Argentina and have been audited by Price Waterhouse & Co. As from the date of these financial statements, no events have occurred which may have caused a material adverse effect in the economic and financial position of Cablevisión or in the results of its operations; there are no material liabilities that should have and have not been reflected in such financial statements or that is not properly provisioned in accordance with the applicable accounting rules;

d. the public information filed by Telecom Argentina before the Argentine National Securities Commission at the Internet site of such Commission does not contain any untrue statement of a material fact or omits to state any material fact necessary to make such information, in light of the circumstances in which it was filed, not misleading;

e. except for the transactions described in the quarterly financial statements as of March 31, 2017 there are no other agreements with related parties of Telecom Argentina.

f. has received a Fairness Opinion from JP Morgan Securities LLC, which considers that the Exchange Ratio is fair.

Section Ten . Bylaws Amendment.

As a result of the Merger, Telecom Argentina shall adjust and amend its Bylaws in accordance with the form attached hereto as Annex IV. Consideration of such amendment by Telecom Argentina’s shareholders shall be a special part of the Agenda to be discussed at the Extraordinary Shareholders’ Meeting to be called for the consideration of this Agreement and shall become effective only as from the Merger Effective Date.

Section Eleven . Opposition Rights. Final Merger Agreement.

Once this Agreement and the other Merger documentation has been approved by the respective shareholders’ meetings of both Parties, and the Notice has been published and the applicable waiting periods relating to the creditors’ Opposition Rights have expired, the applicable Final Merger Agreement shall be executed by public deed. Pursuant to Decree 267/15, the Final Merger Agreement may be executed subject to the applicable ENACOM authorizations. In addition, the identifying data of the real estate, vehicles and other registrable assets that require identification as a result of the Merger, shall be included in the same public deed, as a result of the Merger, shall be incorporated to the Surviving Company.

Section Twelve . Corporate Authorizations. Rescission.

The Parties hereby represent that the terms of this Agreement, as well as all the documents attached hereto as Annexes, have been approved by a Board resolution of each of the Parties.

Cablevisión hereby agrees to call its Extraordinary Shareholders’ Meeting and Telecom hereby agrees to call its Ordinary and Extraordinary Shareholders’ Meeting within the applicable legal periods, to be held on the same day, for purposes of considering the Merger and all its relating documents pursuant to applicable law.

The Parties may propose and accept amendments to the terms of the Preliminary Merger Agreement until the applicable corporate authorization is obtained. If despite the proposed amendments, approval of the Merger is not obtained by both of the shareholders’ meetings within six (6) months of the date hereof, any of the Parties may unilaterally terminate this Preliminary Merger Agreement. Termination of this agreement may also be requested pursuant to Section 87 of the GCL.

Section Thirteen . Business Management and Warranties for Compliance with an Ordinary Administration.

1. Business Limitations. The Parties hereby agree to continue with their ordinary course of business and the ordinary course of their operations and not to become involved in any extraordinay operations or activities that may affect the valuation of the companies or the pre-established Exchange Ratio. The Companies may: (i) distribute cash dividends, both provisional and/or definitive, before the Merger Effective Date, (ii) issue notes (“obligaciones negociables”) with or without a public offering, and obtain bank loans from local or international financial markets as long as the borrower’s aggregate level of financial net liabilities is not higher than three (3) times the company’s EBITDA level of the twelve month period immediately prior to the date of determination.

2. As from the Merger Effective Date, the management and representation of Cablevisión shall be in charge of the managers and representatives of Telecom Argentina pursuant to the terms of Section 84 of the GCL and Telecom Argentina’s bylaws. The Parties shall indicate which officers shall perform all the acts and execute the documents that might be necessary to perform or execute in the name of the Absorbed Company.

3. Warranties. The Parties agree on the following warranties for complying with a normal management activity until the Merger Effective Date:

a. Supervisory Committee . The Parties hereby agree to organize a Supervisory Committee with eight (8) members, four (4) appointed by Telecom Argentina and four (4) appointed by Cablevisión, who shall be in charge of supervising the companies’ activities in order to ensure compliance with the ordinary course of business and the ordinary course of operations of each company as well as compliance with the contractual conditions with their respective related parties. The members of such committee shall maintain the confidentiality of any information of any of the companies to which they may gain access, and shall only inform the companies’ respective board of directors of any situations detected by them that may affect the ordinary course of business and the ordinary course of operations or the Exchange Ratio. In addition, the members of such Committee shall request any information that may be necessary to prepare Form F-1 to be filed before the National Antitrust Commission (“Comisión Nacional de Defensa de la Competencia”) pursuant to applicable law.

Related Party Transactions . The Parties hereby agree that any transaction they may enter into or agree to enter into with their respective related parties shall be based on two parameters: (i) that

such transaction be convenient for the applicable company; and (ii) that it is made on “market” terms. For purposes of determining if a transaction is made on “market terms” or not, the following shall be considered: (1) if its terms are at least as favorable for the company as they are favorable for the rest of the non related counterparties of the related party in the same subject; (2) if its terms are at least as favorable for the company as the terms offered by any other provider similar or reasonably comparable to the applicable related party; (3) the existing “market” parameters, if any, published by chambers of commerce or specialized publications; and (4) the determination made by an independent expert appointed by the company’s representatives, in case they consider it necessary.

Section Fourteen . Regulatory Authorizations. Administrative Authorizations and Approvals by Securities Exchanges and Markets.

The Parties hereby agree to submit as soon as possible, and in any case in compliance with applicable deadlines, all the requests for authorizations that may be necessary for purposes of furthering and perfecting the Merger, before regulatory and administrative authorities and Argentine and foreign securities Exchanges, including the Argentine Securities Commission, the Buenos Aires Stock Exchange, the BYMA, the ENACOM, the United States Securities and Exchange Commission, the New York Stock Exchange, the National Antitrust Commission and any other governmental or other kind of entity as may be necessary.

Section Fifteen . Other Agreements.

a. Technical Assistance Agreement . Cablevisión agrees to terminate the Technical Assistance Agreement before the Merger Effective Date in such a way that as of the Merger Effective Date no pending payment obligations nor responsibilities or adverse consequences exist for Cablevisión that may be transferred to Telecom Argentina as a result of the Merger.

b. Restrictions to the Distribution of Dividends . (a) Cablevisión agrees to call, as soon as possible following the Extraordinary Shareholders’ Meetings of Telecom Argentina and Cablevisión, a meeting of holders of Cablevisión Notes in order to subject to their consideration the amendment of the contractual restrictions set forth in the terms and conditions of issuance of Cablevisión’s notes, so that, if such amendment is approved, the above mentioned restrictions: (i) are not transferred to Telecom Argentina with respect to the distribution of the aggregate realized and liquid profits of Telecom Argentina earned or existing before the Merger Effective Date, and (ii) following the Merger Effective Date, are applicable to Telecom Argentina solely in the same terms as those existing in the financial obligations of Telecom Argentina; (b) Cablevisión agrees not to assume any contractual restriction to the distribution of dividends additional to the existing

restrictions, that may be transferred to Telecom Argentina as a result of the Merger.

c. Regulatory Aspects . Taking into account the temporary restriction imposed on Telecom Argentina to provide the Television Subscription Services by Physical Link and/or Radio Electrical Link, the Merger Effective Date is subject, among other conditions, to obtaining the ENACOM Authorization, which is the Regulatory Authority in charge of ensuring compliance with Decree No. 267/2015 and 1340/2016, and the Parties hereby agree to make their best efforts to obtain such authorization.

Section Sixteen . Applicable Law and Jurisdiction.

This Preliminary Merger Agreement is governed by Argentine laws. Any conflicts arising from the interpretation or performance of this Agreement shall be submitted to the jurisdiction of the Ordinary Commercial Courts of the City of Buenos Aires and the Parties hereby expressly waive any other jurisdiction.

IN WITNESS WHEREOF, the Parties execute six (6) counterparts to the same and only effect, one for each of the Parties and the other four (4) for their submittal before the Argentine Securities Commission, the Buenos Aires Stock Exchange, the National Antitrust Commission and the ENACOM, respectively.

By Telecom Argentina S.A.



Mariano M. Ibáñez - Chairman


By Cablevisión S.A.



Alejandro A. Urricelqui - Chairman

Exhibit 3

Annex I(A)

Unaudited* Special Merger Individual Financial Statements of Telecom Argentina, as of March 31, 2017 .

* The special merger financial statements attached hereto were prepared to comply with local Argentine laws and were subject to an audit performed under International Standards on Auditing (ISAs). Such financial statements were not audited in accordance with PCAOB Standards or US GAAS and do not comply with SEC requirements.

TELECOM ARGENTINA S.A. (Surviving company)

UNAUDITED SPECIAL MERGER INDIVIDUAL FINANCIAL STATEMENTS
AS OF MARCH 31, 2017

TELECOM ARGENTINA S.A. (Surviving company)

UNAUDITED SPECIAL MERGER INDIVIDUAL FINANCIAL STATEMENTS AS OF MARCH 31, 2017

INDEX

Special Merger Individual Statement of Financial Position

Notes to the Special Merger Individual Financial Statements

TELECOM ARGENTINA S.A. (Surviving company)

Alicia Moreau de Justo 50 — Autonomous City of Buenos Aires

Financial Year No. 29 started on January 1, 2017

SPECIAL MERGER INDIVIDUAL FINANCIAL STATEMENTS
AS OF MARCH 31, 2017

Main activity of the Company : the provision, directly or through third parties or associated with third parties, of ICT Services, whether fixed, mobile, wired, wireless, national or international, with or without own infrastructure, within the framework of the applicable licenses, and the provision of Audiovisual Communication Services. Provision, leasing, sale and marketing, of any kind, of equipment, infrastructure, goods and services of any kind, related or complementary to the ICT Services and Audiovisual Communication Services. Execution of works and provision of all kinds of services, including consulting and security services, related to the ICT Services and Audiovisual Communication Services.

Date of Registration in the IGJ :

Of the bylaws: July 13, 1990

Of the last amendment: May 23, 2017 (registration in process. Note 9.a.1)

Date of expiration of the bylaws : July 13, 2089

Information on the controlling company in Note 5.

CAPITAL STOCK

As of March 31, 2017

(in Argentine pesos)

	Registered, subscribed and authorized for offering (Note 6)
Type of shares	Outstanding shares	Treasury shares	Total capital stock
Ordinary shares of $1 argentine peso of nominal value each and entitled to one vote each:
Class “A”	502,034,299	—	502,034,299
Class “B”	466,890,558	15,221,373	482,111,931
Class “C”	234,748	—	234,748
Total	969,159,605	15,221,373	984,380,978

TELECOM ARGENTINA S.A. (Surviving company)

SPECIAL MERGER INDIVIDUAL STATEMENT OF FINANCIAL POSITION
AS OF MARCH 31, 2017

(In millions of Argentine pesos)

ASSETS
Current Assets
Cash and cash equivalents	230
Investments	185
Trade receivables	2,318
Other receivables	315
Inventories	13
Total current assets	3,061
Non-Current Assets
Trade receivables	10
Other receivables	76
Income tax assets	770
Investments	11,853
Property, plant and equipment	11,809
Intangible assets	402
Total non-current assets	24,920
TOTAL ASSETS	27,981
LIABILITIES
Current Liabilities
Trade payables	2,267
Deferred revenues	720
Financial debt	30
Salaries and social security payables	1,246
Income tax payables	375
Other taxes payables	172
Other liabilities	59
Provisions	244
Total current liabilities	5,113
Non-Current Liabilities
Deferred revenues	415
Salaries and social security payables	174
Income tax payables	6
Other liabilities	183
Provisions	817
Total non-current liabilities	1,595
TOTAL LIABILITIES	6,708
EQUITY
Capital Stock — Outstanding shares	969
Inflation adjustment of capital stock — Outstanding shares	2,646
Capital Stock — Treasury shares	15
Inflation adjustment of capital stock — Treasury shares	42
Treasury shares acquisition cost	(461	)
Legal reserve	734
Special reserve for IFRS implementation	351
Voluntary reserve for capital investments	3,191
Voluntary reserve for future investments	2,904
Voluntary reserve for future dividends payments	4,272
Other comprehensive results	680
Retained earnings	5,930
TOTAL EQUITY	21,273
TOTAL LIABILITIES AND EQUITY	27,891

The accompanying notes are an integral part of this Special Merger Individual Statement of Financial Position.

Information on the main accounts is given in Note 4 to this Special Merger Individual Statement of Financial Position.

		Mariano Ibáñez
		Chairman of the Board of Directors

TELECOM ARGENTINA S.A. (Surviving company)

NOTES TO THE SPECIAL MERGER INDIVIDUAL FINANCIAL STATEMENTS AS OF MARCH 31, 2017
(In millions of Argentine pesos or otherwise expressly indicated)

INDEX

Note		Page

	Glossary of terms	4
1	Purpose of the Special Merger Individual Financial Statements	5
2	Basis of preparation of the Special Merger Individual Financial Statements	5
3	Significant accounting policies	6
4	Breakdown of the main accounts of the Special Merger Individual Financial Statements as of March 31, 2017.	12
5	Controlling Company and balances with Companies Law No. 19,550	15
6	Equity	16
7	Telecom Group and its controlling companies reorganization	17
8	Restrictions on distribution of profits	18
9	Subsequent events to March 31, 2017	19

TELECOM ARGENTINA S.A. (Surviving company)

GLOSSARY OF TERMS

The following explanations are not intended as technical definitions, but to assist the general reader to understand certain terms as used in these Special Merger Individual Financial Statements.

Company or Telecom Argentina or Surviving Company: Telecom Argentina S.A.

Cablevisión or absorbed Company: Cablevisión S.A.

Personal or Telecom Personal : Telecom Personal S.A., controlled Company in accordance with “General Corporations Law”.

Sofora: Sofora Telecomunicaciones S.A., Nortel’s controlling Company.

Fintech: Fintech Telecom LLC, Sofora’s controlling Company.

WAI: means W de Argentina - Inversiones S.A.

Nortel: Nortel Inversora S.A. , Telecom Argentina’s controlling Company

BCBA/NYSE: The Buenos Aires Stock Exchange and the New York Stock Exchange, respectively.

BYMA (Bolsas y Mercados Argentinos) : The Argentine Stock Exchange. Replaces the BCBA.

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

CPCECABA (Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires): The Professional Council of Economic Sciences of the City of Buenos Aires.

Preliminary Merger Agreement: Preliminary Merger Agreement approved by the Board of Directors of Telecom Argentina and Cablevisión on June 30, 2017 .

ENACOM: the Regulatory Authority, the National Communications Agency.

ENTel: “ Ente Nacional de Telecomunicaciones” National Telecommunications.

IASB : International Accounting Standards Board.

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

The Parties: Telecom Argentina and Cablevisión, in conjuntion.

LGS (Ley 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”.

IAS : International Accounting Standards.

ICT: 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. Each service is subject to its specific regulatory framework.

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

FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.

RT 26 : Technical Resolution No. 26 issued by the FACPCE, amended by RT 29 and RT 43.

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

SC (Secretaría de Comunicaciones): The Argentine Secretary of Communications.

TELECOM ARGENTINA S.A. (Surviving company)

NOTE 1 — PURPOSE OF THE SPECIAL MERGER INDIVIDUAL FINANCIAL STATEMENTS

These Special Merger Individual Financial Statements have been prepared by request and only for consideration of the Board of Directors of Telecom Argentina and Cablevisión in the first place, and later for consideration of the Shareholders’ meeting, in relation to the merger transaction described below, and for its presentation before the respective authorities.

The proposed merger consists of the merger by absorption of Cablevisión, as an Absorbed Company, by Telecom Argentina as a Surviving Company, in accordance with the terms of the Preliminary Merger Agreement according to the terms of Section 82 and 83 of the LGS, and with the fiscal framework provided in Section 77 et seq. of the Income Tax Law No. 20,628 and Section 105 of Decree No. 1,344/1998 of the Income Tax Law and, all of which ad referendum to the approval of their respective shareholders’ meetings and subject to regulatory approvals and other conditions described in the paragraph below.

The merger of Telecom Argentina and Cablevisión is subject to the compliance of the following conditions (“Precedent Conditions of the Merger”):

1) the signing of its definitive reorganization agreement (the “Final Reorganization Agreement”);

2) the obtaining of ENACOM’s authorizations

The Effective Date of merge will be the date in which the Chairmen of the Board of Directors of The Parties subscribe an operations transfer minute stating that: (a) Telecom Argentina has adapted its operational- technical systems to assume the operations and activities of Cablevisión, and (b) the transfer of the activities and operations of the absorbed company to Telecom Argentina will finalize at the Effective Date of the merge as the “Precedent Conditions of the Merger” are accomplished.

As of the Merger Effective Date, Telecom Argentina will continue with Cablevisión’s activities generating the corresponding operative, accounting, and tax effects. As of that date, Telecom Argentina (Absorbing Company) will acquire ownership of the assets and liabilities, including registrable property, rights and obligations of Cablevisión (Absorbed Company).

NOTE 2 — BASIS OF PREPARATION OF THE SPECIAL MERGER INDIVIDUAL FINANCIAL STATEMENTS

a) Basis of preparation

These Special Merger Individual Financial Statements have been prepared in accordance with RT 26 of FACPCE (as amended and adopted by the CPCECABA), as required by the CNV.

Given its specific purpose described in Note 1, these Special Merger Individual Financial Statements do not include the following statements: the Special Income Statement, the Special Statement of Changes in Equity, the Special Statement of Cash Flows or the notes and other information required by IFRS.

These Special Merger Individual Financial Statements are a free translation from the original Special Merger Individual Financial Statements issued in Spanish and filed to the CNV in Argentina and contain the same information to the original version.

These Special Merger Individual Financial Statements are presented in millions of pesos, so the accounting balances have been rounded. The effect of the aforementioned rounding is non-material for the Special Merger Individual Financial Statements taken as a whole.

The preparation of these Special Merger Individual Financial Statements requires the Company’s Management to use certain critical accounting estimates that could affect to the figures of the financial statements or its complementary information. Actual results could differ from those estimates.

These Special Merger Individual Financial Statements as of March 31, 2017 were approved by resolution of the Board of Directors’ meeting held on June 30, 2017.

TELECOM ARGENTINA S.A. (Surviving company)

b) Financial statement formats

The Special Merger Individual Financial Statements formats adopted are consistent with IAS 1, In particular:

· Special Merger Individual Statement of Financial Position has been prepared by classifying assets and liabilities according to “current and non-current” criterion. Current assets and liabilities are those that are expected to be realized within twelve months after the period-end.

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES

1) Going concern

The Special Merger Individual Financial Statements have been prepared on a going concern basis as there is a reasonable expectation that Telecom Argentina will continue its operational activities in the foreseeable future (and in any event with a time horizon of more than twelve months).

2) Foreign currency balances

At period-end exchange rate.

3) Foreign currency translation

The items included in the financial statements of each entity are recorded using the currency of the primary economic environment in which each entity carries out its activities (“the functional currency”). The financial statements are presented in Argentine pesos ($), which is the functional currency of Telecom Argentina. The functional currency of the Company’s foreign subsidiaries is represented by the legal tender of the country in which each company is located.

The financial statements of the Company’s foreign subsidiary (Telecom USA) are translated using the exchange rates at the reporting date for assets and liabilities. The exchange differences resulting from the application of this method are recorded to Other Comprehensive Income.

4) Financial instruments

4.1) Financial assets

Financial assets and liabilities, on initial recognition, are measured at transaction price as of the acquisition date. Financial assets are derecognized in the financial statement when the rights to receive cash flows from them have expired or have been transferred and the Company has transferred substantially all the risks and benefits of ownership.

Upon acquisition, in accordance with IFRS 9, financial assets are subsequently measured at either amortized cost, or fair value, on the basis of both:

(a) the entity’s business model for managing the financial assets; and

(b) the contractual cash flow characteristics of the financial asset.

A financial asset shall be measured at amortized cost if both of the following conditions are met:

(a) the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and

(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Additionally, for assets that met the abovementioned conditions, IFRS 9 provides for an option to designate, at inception, those assets as measured at fair value if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as an ‘accounting mismatch’) that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases.

A financial asset that is not measured at amortized cost according to the paragraphs above is measured at fair value.

Financial assets include:

TELECOM ARGENTINA S.A. (Surviving company)

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.

Time deposits are valued at their amortized cost.

Trade and other receivables

Trade and other receivables classified as either current or non-current assets are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less allowances for doubtful accounts.

Investments

During 2016, Telecom Argentina received government bonds from the Government of the Province of Mendoza and the province of Buenos Aires, denominated in pesos that bear an interest rate in pesos. These securities were valued at amortized cost.

Those National, Provincial and Municipal Governments bonds denominated in foreign currency whose initial intention is to keep them until their maturity, are measured at amortized cost and bear an interest in foreign currency. In this particular case, Management estimated the US Dollar denominated cash flows to be generated until maturity and compared that amount to the fair value of the instrument in US Dollars at the acquisition date. The acquisition cost in US Dollars has been adjusted by applying the IRR and the resulting value was converted to Argentine pesos using the exchange rate as of the date of measurement.

Likewise, Telecom Argentina had acquired Government bonds. Taking into account the business model chosen to manage these financial assets, and according to the provisions of IFRS 9, these bonds are recorded at their fair value.

Impairment of financial assets

The Management of the Company assesses as to whether there is any objective evidence that a financial asset or a group of financial assets may be impaired. If any such evidence exists, an impairment loss is recognized in the period’s Income Statement.

Certain circumstances of impairment of financial assets that the Company assesses to determine whether there is objective evidence of an impairment loss could include: delay in the payments received from customers; customers that enter bankruptcy; the disappearance of an active market for that financial asset because of financial difficulties; observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets, significant financial difficulty of the obligor, among others.

4.2) Financial liabilities

Financial liabilities comprise trade payables, financial debt, salaries and social security payables (see 13) below) and certain other liabilities.

Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost. Amortized cost represents the initial amount net of principal repayments made, adjusted by the amortization of any differences between the initial amount and the maturity amount using the effective interest method.

5) Inventories

Inventories are measured at the lower of cost and estimated net realizable value. Cost is determined on a weighted average cost basis. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Allowances are made for obsolete and slow-moving inventories.

6) Non-current investments

The equity interest in controlled companies is valued at the equity method net of results not transferred to third parties, determined on the basis of period-end financial statements and prepared with similar accounting policies as those used in the preparation of these Special Merge Individual Financial Statements.

The Management of the Company has not been aware of facts that could change the financial position or results of subsidiaries as of March 31, 2017 as from the date of approval of their financial statements, which have a significant impact on the valuation of the investments at that date.

The 2003 Telecommunications Fund is recorded at fair value.

TELECOM ARGENTINA S.A. (Surviving company)

The Goodwill is the higher purchase value paid by the Company above the book value of Personal’s outstanding shares (0.008%).

7) PP&E

PP&E is stated at acquisition or construction cost. Subsequent expenditures are capitalized only when they represent an improvement, 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.

All other subsequent costs are recognized as expense in the period in which they are incurred, unless they are improvements. When a tangible fixed asset comprises major components having different useful lives, these components are accounted for as separate items if they are significant.

PP&E cost also includes the expected costs of dismantling the asset and restoring the site if a legal or constructive obligation exists. The corresponding liability is recognized in the Statement of Financial Position under Provisions line item at its present value.

The accounting estimates for dismantling costs, including discount rates, and the dates in which such costs are expected to be incurred are annually reviewed. Changes in the above liability are recognized as an increase or decrease of the cost of the relative asset and are depreciated prospectively.

The depreciation rates are reviewed annually and revised if the current estimated useful life is different from that estimated previously taking into account, among others, technological obsolescence, maintenance and condition of the assets and different intended use from previous estimates. The effect of such changes is recognized prospectively in the Income Statement.

8) Intangible assets

Intangible assets are recognized when the following conditions are met: the asset is separately identifiable, it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and the cost of the asset can be measured reliably.

Intangible assets with a finite useful life are stated at cost, less accumulated amortization and impairment losses, if any.

Intangible assets with an indefinite useful life are stated at cost, less accumulated impairment losses, if any.

Intangible assets comprise the following:

· Subscriber acquisition costs (“SAC”)

Direct and incremental costs incurred for the acquisition of new subscribers with a minimum contractual period are capitalized when the conditions for the recognition of an intangible asset are met.

The cost of acquiring broadband subscribers meet the conditions established by IFRS for its recognition as intangible asset, since these contracts establish a minimum contractual period, which guarantees minimum monthly income by installments and, in the event of early cancellation, grants the right to cancel bonuses granted at the beginning of the contractual relationship (i.e, equipment bonuses).

Capitalized SAC are amortized on a straight-line basis over the term of the contract with the customer acquired.

On August 17, 2016, Law No. 27,265 (in force since August 29, 2016) was published in the Official Bulletin incorporating an amendment to Law No. 24,240 of Consumer Protection. This incorporation (in Section 10 quárter) establishes the prohibition of “collection of advance notice, advance month and/or any other concept, by service providers, including public services, in the cases of unsubscription request made by subscribers, either in a personal, telephonic, electronic or similar way” In this sense, since last quarter of 2016, the Company complies with these regulations, where applicable, and the Company’s Management will continue assessing the effects of the new regulations in its SAC capitalization policies.

· Service connection or habilitation costs

Direct costs incurred for connecting customers to the network are accounted for as intangible assets and then amortized over the term of the contract with the customer if required conditions are met. For indefinite period contracts, the deferral of these costs is limited to the amount of non contingent revenue from the customer and expensed over the average period life of the customer relationship. Costs exceeding that amount are expensed as incurred. Connection costs are generated mainly for the installation of fixed lines and amortized over an average period of 8 years.

TELECOM ARGENTINA S.A. (Surviving company)

· Rights of use

The Company purchases network capacity under agreements which grant the exclusive right to use a specified amount of capacity for a specified period of time. Acquisition costs are capitalized as intangible assets and amortized over the terms of the respective capacity agreements, generally 180 months.

· Exclusivity agreements

Exclusivity agreements were entered into with certain retailers and third parties relating to the promotion of the Company’s services and products. Amounts capitalized are being amortized over the life of the agreements, with expiration up to year 2028.

· Customer relationships

Customer relationships identified as part of the purchase price allocation performed upon the acquisition of Cubecorp Argentina S.A. (a company engaged in data center business) in financial year 2008, are being amortized over the estimated duration of the relationship for customers in the data center business (180 months).

9) Leases

Finance leases

Leases that transfer substantially all the risks and benefits incidental to ownership of the leased asset are classified as finance leases. The Company recognizes finance leases as assets and liabilities in its Statements of Financial Position at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. Subsequently, minimum lease payments are apportioned between a finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

The depreciation policy for depreciable leased assets is consistent with that for depreciable assets that are owned.

As of March 31, 2017 the Company holds finance lease which represent current commercial liabilities in the amount of $57.

10) Impairment of PP&E and intangible assets

At least annually, the Company assesses whether there are any indicators of impairment of assets that are subject to amortization. Both internal and external sources of information are used for this purpose. Internal sources include, among others, obsolescence or physical damage of the asset, and significant changes in the use of the asset and the economic performance of the asset compared to estimated performance. External sources include, among others, the market value of the asset, changes in technology, markets or laws, increases in market interest rates and the cost of capital used to evaluate investments, and an excess of the carrying amount of the net assets of the Company over market capitalization.

The carrying value of an asset is considered impaired by the Company when it is higher than its recoverable amount. In that event, a loss shall be recognized in the period’s Income Statement.

The recoverable value of an asset is the higher of its fair value less costs to sell and its value in use. In calculating the value in use, the estimated future cash flows are discounted to present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the evaluated asset.

Where it is not possible to estimate the recoverable value of an unconsolidated asset, the Company estimates the recoverable value of the cash-generating unit to which the asset belongs.

When the conditions that gave rise to an impairment loss no longer exist, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, up to the carrying amount that would have been recorded if no impairment loss had been recognized.

Telecom Argentina has assessed the recoverability of works in progress and materials related to AFA Plus Project, recording an impairment for the total book value of the assets involved in an amount of $201 as of March 31, 2017.

TELECOM ARGENTINA S.A. (Surviving company)

11) Other liabilities

Pension benefits

Argentine laws provide for pension benefits to be paid to retired employees from government pension plans and/or privately managed fund plans to which employees may elect to contribute. Amounts payable to such plans are accounted for on an accrual basis. The Company does not sponsor any stock option plan.

Pension benefits shown under Other liabilities represent 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. There is no vested benefit obligation until the occurrence of those conditions. The collective bargaining agreements do not provide for other post-retirement benefits such as life insurance, health care, and other welfare benefits.

Actuarial assumptions and demographic data, as applicable, were used to measure the benefit obligation as required by IAS 19 revised. The Company does not make plan contributions or maintain separate assets to fund the benefits at retirement.

Legal fee

Pursuant to Law No. 26,476 - Tax Regularization Regime (“Régimen de Regularización Impositiva Ley Nº 26,476”), the Company is subject to a legal fee which shall be paid in twelve monthly consecutive installments without interest as from final judgment. It is carried at amortized cost.

12) Deferred revenues

Deferred revenues include:

Deferred revenues on prepaid calling cards

Revenues from unused traffic and data packs for unexpired calling cards are deferred and recognized as revenue when the minutes and the data are used by customers or when the card expires, whichever happens first.

Deferred revenues on connection fees

Non-refundable up-front connection fees for fixed telephony, data and Internet services that are non-separable from the service are accounted for as a single transaction and deferred over the term of the contract, or in the case of indefinite period contracts, over the average period of customer relationship.

Deferred revenue on sale of capacity and related services

Under certain network capacity purchase agreements, the Company sells excess purchased capacity to other carriers. Revenues are deferred and recognized as services are provided.

13) Salaries and social security payables

Include unpaid salaries, vacation and bonuses and its related social security contributions, as well as termination benefits. See 4.2) above for a description of the accounting policy regarding the measurement of financial liabilities.

Termination benefits represent severance indemnities that are payable when employment is terminated in accordance with labor regulations and current practices, or whenever an employee accepts voluntary redundancy in exchange for these benefits. 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.

14) Taxes payables

The Company is subject to different taxes and levies such as municipal taxes, tax on deposits to and withdrawals from bank accounts, turnover taxes, regulatory fees and income taxes, among others, that represent an expense for the Company. It is also subject to other taxes over its activities that generally do not represent an expense (VAT).

The principal taxes that represent an expense for the Company are the following:

TELECOM ARGENTINA S.A. (Surviving company)

· Income taxes

The Company records income taxes in accordance with IAS 12.

Deferred taxes are recognized using the “liability method”. Temporary differences arise when the tax base of an asset or liability differs from their carrying amounts. A deferred income tax asset or liability is recognized on those differences, except for those differences related to investments in subsidiaries that generate a deferred income tax liability, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

The statutory income tax rate in Argentina is 35%.

Income tax - Actions for recourse filed with the Tax Authority

Section 10 of Law No. 23,928 and Section 39 of Law No. 24,073 suspended the application of the provisions of Title VI of the Income Tax Law relating to the income tax inflation adjustment since April 1, 1992.

Accordingly, Telecom Argentina and its domestic subsidiaries determined its income tax obligations in accordance to those provisions, without taking into account the income tax inflation adjustment.

After the economic crisis of 2002, many taxpayers began to question the legality of the provisions suspending the income tax inflation adjustment. Also, the Argentine Supreme Court of Justice issued its verdict in the “Candy” case (07/03/2009) in which it stated that particularly for fiscal year 2002 and considering the serious state of disturbance of that year, the taxpayer could demonstrate that not applying the income tax inflation adjustment resulted in confiscatory income tax rates.

More recently, the Argentine Supreme Court of Justice applied a similar criterion to the 2010, 2011 and 2012 fiscal years in the cases brought by “Distribuidora Gas del Centro” (10/14/2014, 06/02/2015 and 10/04/2016), enabling the application of income tax inflation adjustment for periods not affected by a severe economic crisis such as 2002.

According to the above-mentioned new legal background that the Company took knowledge during 2015, and after making the respective assessments, Telecom Argentina filed during 2015 and 2016 actions for recourse with the AFIP to claim the full tax overpaid for fiscal years 2009, 2010 and 2011 for a total amount of $371 plus interest, under the argument that the lack of application of the income tax inflation adjustment is confiscatory.

As of the date of issuance of these S pecial Merger Individual Financial Statements, the actions for recourse filed are pending of resolution by the Tax Authority. However, the Company’s Management, with the assessment of its tax advisor, considers that the arguments presented in those recourse actions follow the same criteria as the one established by the Argentine Supreme Court of Justice jurisprudence mentioned above, among others, which should allow the Company to obtain a favorable resolution of actions of recourse filed.

Consequently, the income tax determined in excess qualifies as a tax credit in compliance with IAS 12 and the Company recorded a non-current tax credit of $466 as of March 31, 2017. For the measurement of the tax credit, the Company has estimated the amount of the tax determined in excess since 2009 weighting the likelihood of certain variables according to the jurisprudential antecedents known until such date. The Company’s Management will assess Tax Authority’s resolutions related to actions of recourse filed as well as the jurisprudence evolution in order to annually re-measure the tax credit recorded.

· Turnover tax

The companies located in Argentina are subject to a tax levied on revenues and other income in those jurisdictions where they develop their activity. The Rates differ depending on the jurisdiction where revenues are earned for tax purposes and on the nature of revenues (services or equipment).

· Other taxes and levies

Since the beginning of 2001, telecommunication services companies have been required to make a SU contribution to fund SU requirements. The SU tax is calculated as a percentage of the total revenues received from the rendering of telecommunication services, net of taxes and levies applied on such revenues, excluding the SU tax and other deductions stated by regulations. The rate is 1% of total billed revenues and adopts the “pay or play” mechanism for compliance with the mandatory contribution to the SU fund.

TELECOM ARGENTINA S.A. (Surviving company)

15) Provisions

The Company records provisions for risks and charges when it has a present obligation, legal or constructive, 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, taking into account the risks associated with the obligation.

Provisions also include the expected costs of dismantling assets and restoring the corresponding site if a legal or constructive obligation exists, as mentioned in 7) above. The accounting estimates for dismantling costs, including discount rates, and the dates in which such costs are expected to be incurred are reviewed annually, at each financial year-end.

16) Treasury Shares Acquisition

In connection with the Telecom Argentina’s Treasury Shares Acquisition Process, Telecom Argentina has applied the guidance set forth in IAS 32, which provides, consistently with the CNV Regulations, that any instruments of its own equity acquired by Telecom Argentina must be recorded at the acquisition cost and must be deducted from Equity under the caption “Treasury shares acquisition cost”. No profit or loss resulting from holding such instruments of own Equity shall be recognized in the Income Statement. If the treasury shares are sold, the account “Treasury shares acquisition cost” shall be recorded within Equity under the “Treasury shares negotiation premium” caption. If such difference is negative, the resulting amount shall be recorded within Equity under the “Treasury shares negotiation discount” caption.

NOTE 4 — BREAKDOWN OF THE MAIN ACCOUNTS OF THE SPECIAL MERGER INDIVIDUAL FINANCIAL STATEMENTS AS OF MARCH 31, 2017

	March 31,
	2017
CURRENT ASSETS
a) Cash and cash equivalents
Cash	11
Banks	119
Time deposits	100
	230
b) Investments
National Government bonds at fair value	175
Provincial government and Municipal bonds at amortized cost	10
	185
c) Trade receivables
Services and equipment	2,426
Balances with Companies Law No. 19,550 (Note 5.b)	88
Subtotal	2,514
Allowance for doubtful accounts	(196	)
	2,318
d) Other receivables
Prepaid expenses	224
Tax credits	43
Restricted funds	24
Other	34
Subtotal	325
Allowance for doubtful accounts	(10	)
	315
e) Inventories
Fixed telephones and equipment	14
Allowance for obsolescence of inventories	(1	)
	13
NON-CURRENT ASSETS
f) Trade receivables
Services	10
	10

TELECOM ARGENTINA S.A. (Surviving company)

	March 31,
	2017
g) Other receivables
Credit on SC Resolution No. 41/07 and IDC	56
Prepaid expenses	43
Tax on personal property — on behalf of Shareholders	18
Restricted funds	20
Tax credits	1
Balances with Companies Law No. 19,550 (Note 5.b)	1
Other	11
Subtotal	150
Allowance for regulatory matters	(56	)
Allowance for tax on personal property	(18	)
	76
h) Income tax assets
Deferred tax assets:
Allowance for doubtful accounts	113
Provisions	363
Termination benefits	79
Deferred revenues	85
Pension benefits	105
Deferred tax liabilities:
PP&E	(427	)
Intangible assets	(76	)
Total net deferred tax assets	304
Actions for recourse tax receivable	466
	770
i) Investments
Personal	11,760
Goodwill	3
Telecom USA	85
Provincial government and Municipal bonds at amortized cost	4
2003 Telecommunications Fund	1
	11,853
j) PP&E
Land, buildings and installations	1,080
Computer equipment and software	696
Switching and transmission equipment (i)	2,662
Mobile network access and external wiring	4,783
Construction in progress	1,597
Other tangible assets	277
Subtotal PP&E	11,095
Materials	960
Impairment of PP&E	(201	)
Valuation allowance for materials and impairment of materials	(45	)
	11,809

(i) Includes tower and pole, transmission equipment, switching equipment, power equipment, and equipment lent to customers at no cost.

k) Intangible assets
Rights of use		197
Service connection or habilitation charges		120
SAC Internet		74
Other intangible assets		11
		402
CURRENT LIABILITIES
l) Trade payables
PP&E		1,223
Other assets and services		957
Inventory		2
Balances with Companies Law No. 19,550 (Note 5.b)		85
		2,267
m) Deferred revenues
On short-term projects equipment to be delivered		612
On capacity rental		42
On connection fees		35
Balances with Companies Law No. 19,550 (Note 5.b)		17
On prepaid calling cards		14
		720

TELECOM ARGENTINA S.A. (Surviving company)

	March 31,
	2017
n) Financial debt
Bank overdrafts — principal	30
	30
o) Salaries and social security payables
Vacation and bonuses	904
Social security payables	233
Termination benefits	109
	1,246
p) Income tax payables
Income tax payables 2016	465
Income tax payables 2017	275
With holdings and payments in advance of income taxes	(370	)
Law No. 26,476 Tax Regularization Regime	5
	375
q) Other taxes payables
Tax withholdings	66
VAT, net	56
Municipal taxes	21
Turnover tax	14
Regulatory taxes and fees	15
	172
r) Other liabilities
Compensation for directors and members of the Supervisory Committee	38
Guarantees received	10
Balances with Companies Law No. 19,550 (Note 5.b)	4
Other	7
	59
s) Provisions
Civil and commercial proceedings	109
Labor claims	97
Regulatory, tax and other matters claims	38
	244
NON-CURRENT LIABILITIES

t) Deferred revenues
On capacity rental	225
On connection fees	84
Balances with Companies Law No. 19,550 (Note 5.b)	106
	415
u) Salaries and social security payables
Termination benefits	129
Bonuses	45
	174
v) Income tax payables
Law No. 26,476 Tax Regularization Regime	6
	6
w) Other liabilities
Pension benefits	178
Legal fees	4
Other	1
	183
x) Provisions
Civil and commercial proceedings	132
Labor claims	301
Regulatory, tax and other matters claims	303
Asset retirement obligations	81
	817

TELECOM ARGENTINA S.A. (Surviving company)

NOTE 5 — CONTROLLING COMPANY AND BALANCES WITH COMPANIES LAW No. 19,550

a) Controlling company

Nortel, residing in A. Moreau de Justo 50 - 13th floor — Autonomous City of Buenos Aires, holds 54.74% stake in the Company, meaning that exercises control of the Company in the terms of LGS’ Section 33. As of March 31, 2017, Nortel owns all of the Class “A” Preferred Shares (51% of total shares of the Company) and 7.64% of the Class “B” Preferred Shares (3.74% of total shares of the Company).

As a result of the Company’s Treasury Shares Acquisition Process described in Note 6.b), Nortel’s equity interest in Telecom Argentina amounts to 55.60% of the Company’s outstanding shares as of March 31, 2017. Pursuant to Section 221 of the LGS, the rights of treasury shares shall be suspended until such shares are sold, and shall not be taken into account to determine the quorum or the majority of votes at the Shareholders’ Meetings.

All of the common shares of Nortel belong to Sofora. As of March 31, 2017 these shares represent 78.38% of the capital stock of Nortel.

Sofora’s capital stock consists of shares of common stock, with a par value of $1 argentine peso each and one vote per share. As of March 31, 2017, Sofora’s shares are held by Fintech (68%) and WAI (32%). Additionally, Fintech holds 58,173,522 Class “B” Shares of Telecom Argentina, which represent 5.91% of Telecom Argentina’s total capital stock.

Fintech Telecom LLC, a Delaware (United States) limited liability company, is a wholly-owned direct subsidiary of Fintech Advisory Inc. and its primary purpose is to hold, directly and indirectly, the securities of Telecom Argentina. Fintech Advisory Inc., a Delaware (United States) company, is directly controlled by Mr. David Martínez. Fintech Advisory Inc. is an investor and investment manager in equity and debt securities of sovereign and private entities primarily in emerging markets.

On March 17, 2017, within the framework of the Reorganization described in Note 7, Sofora´s shareholders have agreed to the total amortization representative of the 32% of Sofora´s equity. Once this amortization has been perfected, Fintech Telecom LLC will control 100% of Sofora’s capital stock, consolidating all of Sofora’s economic and corporate rights (see Notes 7 and 9).

b) Balances with Companies Law No. 19,550 as of March 31, 2017

	Type of company	March 31, 2017
CURRENT ASSETS
Trade receivables
Núcleo	controlled company	88
		88
NON CURRENT ASSETS
Other receivables
Núcleo	controlled company	1
		1
CURRENT LIABILITIES
Trade payables
Personal	controlled company	42
Telecom USA	controlled company	43
		85
Deferred revenues
Personal	controlled company	17
		17
Other liabilities
Nortel	controlling company	4
		4
NON CURRENT LIABILITIES
Deferred revenues
Personal	controlled company	106
		106

TELECOM ARGENTINA S.A. (Surviving company)

NOTE 6 — EQUITY

(a) Capital information

The total capital stock of Telecom Argentina amounted to $984,380,978, represented by an equal number of ordinary shares, of $1 argentine peso of nominal value, of which 969,159,605 treasury shares are entitled to one vote. The capital stock is fully integrated and registered with the IGJ.

The Company’s shares are authorized by the CNV, the Buenos Aires Stock Exchange (the “BCBA”) and the New York Stock Exchange (the “NYSE”) for public trading. Only Class “B” Shares are traded since Nortel owns all of the outstanding Class “A” Shares; and Class “C” Shares are dedicated to the employee stock ownership program, as described below.

Each ADS represents 5 Class “B” Shares and are traded on the NYSE under the ticker symbol TEO.

(b) Acquisition of Treasury Shares

The Company’s Ordinary Shareholders’ Meeting held on April 23, 2013, which was adjourned until May 21, 2013, approved at its second session of deliberations, the creation of a “Voluntary reserve for capital investments” of $1,200, granting powers to the Company’s Board of Directors to decide its total or partial application, and to approve the methodology, terms and conditions of such investments.

In connection with the foregoing, on May 22, 2013, Telecom Argentina’s Board of Directors approved a Treasury Shares Acquisition Program of Telecom Argentina in the market in Argentine pesos (the “Treasury Shares Acquisition Program”) for the purpose of avoiding any possible damages to Telecom Argentina and its shareholders derived from fluctuations and unbalances between the shares’ price and Telecom Argentina’s solvency, for the following maximum amount and with the following deadline:

· Maximum amount to be invested: $1,200.

· Deadline for the acquisitions: until April 30, 2014.

According to the offer made on November 7, 2013 by Fintech Telecom LLC for the acquisition of the controlling interest of the Telecom Italia Group in Telecom Argentina, Telecom Argentina suspended the acquisition of treasury shares and its Board of Directors considered appropriate to request the opinion of the CNV on the applicability of the new provisions contained in the rules issued by that entity (Title II, Chapter I, Section 13 and concurring) with respect to the continuation of the Treasury Shares Acquisition Program.

The CNV did not answer the Company’s request and the Telecom Argentina’s Board of Directors, at its meeting held on May 8, 2014, decided to conclude the request considering that the Treasury Shares Acquisition Program finished on April 30, 2014, which had been approved by Telecom Argentina’s Board of Directors Meeting held on May 22, 2013.

Telecom Argentina’s Board of Directors, at its meeting held on June 27, 2014, decided to request a new opinion from the CNV to confirm whether Telecom Argentina is obliged to refrain from acquiring treasury shares in the market under Section 13, Chapter I, Title II of the CNV rules (NT 2013).

Pursuant to Section 67 of Law No. 26,831, the Company must sell its treasury shares within three years of the date of acquisition. Pursuant to Section 221 of the LGS, the rights of treasury shares shall be suspended until such shares are sold, and shall not be taken into account to determine the quorum or the majority of votes at the Shareholders’ Meetings. No restrictions apply to Retained earnings as a result of the creation of a specific reserve for such purposes named “Voluntary reserve for capital investments”, which, as of December 31, 2016 amounted to $3,191. On April 27, 2017, the Company’s General Ordinary and Extraordinary Shareholders’ Meeting approved the partial withdraw of this reserve in the amount of $2,730. Consequently, the balance of the “Voluntary reserve for capital investments” amounted to $461 (see Note 9.b)).

On April 29, 2016, the Ordinary and Extraordinary Shareholders’ Meeting approved an additional 3-year extension for the disposal due date of treasury shares provided by Section 67 of Law No. 26,831.

As of March 31, 2017, the Company owns 15,221,373 treasury shares, representing 1.55% of its total capital. The acquisition cost of these shares in the market amounted to $461.

TELECOM ARGENTINA S.A. (Surviving company)

NOTE 7 — TELECOM GROUP AND ITS CONTROLLING COMPANIES CORPORATE REORGANIZATION

1) Amortization of Sofora shares

In March 2017, WAI offered to Sofora and Sofora accepted, with the consent of Fintech (the controlling shareholder of Sofora) an offer to amortize in two tranches all of the 140,704,640 shares issued by Sofora and owned by WAI, according to the provisions of Sections 223 and 228 of the LGS. As a result of the amortization, Sofora agreed to pay WAI an amount equal to the par value of WAI’s shares of capital stock issued by Sofora, such amount being equivalent to $140,704,640, and issue in the name of WAI one or more dividend certificates (Class “A” “Bono de Goce”) evidencing WAI’s rights to dividends up to an aggregate amount of US$ 470 million minus the amounts paid to amortize the shares of Sofora owned by WAI (equivalent to U$S 8,683,596).

As of the date of issuance of these Special Merger Individual Financial Statements, the amortization (first and second tranche) of the ordinary shares of Sofora was completed (See Note 9.a.3)). Consequently, Fintech is the sole shareholder of Sofora.

The principal terms and conditions of each Bono de Goce provide that: (i) dividend payments of up to the maximum amount under the Bono de Goce will be made only if and when Sofora resolves to pay a dividend, (ii) dividend payments made by Sofora shall be paid to the holder of the Bono de Goce with priority over all other shareholders of Sofora, (iii) all dividends to be paid under the Bono de Goce will be paid by Sofora with liquid and realized profits ( ganancias realizadas y líquidas ), (iv) the maximum amount of dividends to be collected under the Bono de Goce shall accrete every year on June 1 on the amount of dividends that remain unpaid by Sofora as of May 31 of the relevant year at a 2% annually, (v) Sofora has a right to redeem the Bono de Goce at any time after the later of 36 months from the date of issuance or the payment of 60% of the maximum amount of dividends under the Bono de Goce and, whatever occur at last (vi) in the event that Sofora is absorbed by another continuing company of Sofora’s activities, the preference of the Class “A” Bono de Goce will remain only in respect of those shares of the continuing company that Sofora’s shareholders receive according to the expected exchange ratio of the Reorganization, so that this preference does not affect the other shareholders of the absorbing company, meaning that, in the case of the reorganization, the preference for the Class “A” Bono de Goce will only be verified with respect to the Class “A” Shares of Telecom Argentina that receives Fintech and will not affect the Class “B” Shares or Class “C” Shares of Telecom Argentina.

If the Reorganization of the Telecom Group is consummated, Telecom Argentina will assume all the rights and obligations of Sofora as issuer of the Class “A” Bonos de Goce. In no event shall the dividend rights under the Class “A” Bonos de Goce affect the dividend rights of holders of Telecom Argentina Class “B” or Class “C” Shares.

2) The Reorganization

On March 31, 2017, each of the Board of Directors of Sofora, Personal, Nortel and Telecom Argentina approved a preliminary reorganization agreement (the “Preliminary Reorganization Agreement”). Under the terms of the Preliminary Reorganization Agreement, Telecom Argentina will absorb Nortel, Sofora and Personal according to the provisions of Sections 82 and 83 of the LGS, subject to the approval of their respective General Ordinary and/or Extraordinary Shareholders’ Meeting, in the case of Telecom Argentina, Personal, Nortel and Sofora, and of the Special Shareholders’ Meetings in the case of Nortel, and other authorizations. After this event, the respective General Ordinary and/or Extraordinary Shareholders’ Meeting of Telecom Argentina, Personal, Nortel and Sofora approved the Telecom Group’s Reorganization (See Note 9.a.1).

The Effective Date of the Telecom Group’s Reorganization will be since 0:00 hours of the date in which the Chairmen of the Board of Directors of the Telecom Group subscribe an operations transfer minute stating that: (i) Telecom Argentina has adapted its technical-operational systems to assume the operations and activities of Personal, Nortel and Sofora, and (ii) the transfer of the activities and operations of the absorbed companies to Telecom Argentina was finalized as the following conditions to which the Telecom Group’s Reorganization was subject were accomplished, among them, ENACOM authorizations, that Sofora’s shares belonging to WAI have been fully amortized, and that the definitive reorganization agreement has been signed; all subject to the corporate approvals required under the applicable regulations and the registration of the reorganization agreement and dissolution without liquidation of the companies absorbed in the IGJ.

As a consequence of the reorganization and with effect as of the Effective Date: (i) the total equities of the Absorbed Companies will be transferred to Telecom Argentina to the book values of such items in the

TELECOM ARGENTINA S.A. (Surviving company)

respective Special Merger Individual Financial Statements. According to this, Telecom Argentina will acquire all rights, obligations and responsibilities of any nature of Personal, Sofora and Nortel; (ii) Telecom Argentina will be the continuing company of all Personal, Sofora and Nortel activities; (iii) Personal, Sofora and Nortel will be dissolved without liquidation and (iv) Nortel’s shares and ADS and Soforas’ and Personal’s ordinary shares will be cancelled.

As a consequence of the Reorganization, Nortel will:

(i) distribute a portion of its Telecom Argentina Class “A” Shares to the holders of Sofora’s Common Shares,

(ii) convert its remaining Telecom Argentina Class “A” Shares to Telecom Argentina Class “B” Shares,

(iii) distribute all of its Telecom Argentina Class “B” Shares (including all of itsTelecom Argentina Class “B” Shares that will be converted from Telecom Argentina Class “A” Shares) to the holders of Nortel Preferred Shares, and

(iv) cancel all of its preferred Class “B” Shares and ordinary shares.

Telecom Argentina will not issue any new Class “B” Shares or Class “A” Shares in connection with the Reorganization. The Reorganization is subject to certain authorizations of ENACOM.

If the Reorganization is approved at the Shareholders’ Meetings of the Absorbed Companies and Telecom Argentina, such companies expect to enter into a definitive reorganization agreement), which will be filed before the Argentine administrative authorities in accordance with applicable regulations.

Since it is expected that, as of the Reorganization date (i) Nortel and Sofora are holding companies with no operations or assets other than direct and indirect interests, respectively, in Telecom Argentina and (ii) Personal is a wholly-owned subsidiary of Telecom Argentina, Telecom Argentina does not expect any material changes in its Statement of Financial Position or Income Statement. The Reorganization will be accounted for under the Absorbed Companies basis of accounting, as permitted by IFRS as issued by the IASB. Under this method, assets and liabilities of the Absorbed Companies will be incorporated by Telecom Argentina at their respective book values.

As of the date of issuance of these Special Merger Consolidated Financial Statements, the Telecom Group’s Reorganization is subject to the compliance of the following conditions:

· approval of the Telecom Group’s Reorganization under the terms and conditions established in its Preliminary Reorganization Agreement in Nortel’s Special Shareholders’ Meetings;

· the signing of its Final Reorganization Agreement;

· the obtaining of certain ENACOM’s regulatory authorizations;

· that Telecom Argentina has conditioned its operational- technical systems with capacity to absorb the operations of Personal, Nortel and Sofora.

In addition, the perfection of the corporate and administrative procedures of the Telecom Group’s Reorganization is subject to the following conditions, among others: (i) to obtain the administrative consent from the CNV related to the Reorganization, (ii) the registration of the Final Reorganization Agreement in the IGJ y (iii) to obtain any other authorization that could be required by other regulatory authorities (among others, the SEC).

NOTE 8 — RESTRICTIONS ON DISTRIBUTION OF PROFITS

According to the provisions of LGS, the Bylaws and the regulations issued by the CNV, a minimum of 5% of net income for the year, plus/minus previous years adjustments and accumulated losses, if any, must be allocated by resolution of the shareholders to a Legal Reserve until such reserve reaches 20% of the Capital Stock plus the Inflation Adjustment of Capital Stock. On May 21, 2014, Telecom Argentina reached the maximum amount of its Legal Reserve according to the LGS and CNV regulations previously disclosed.

TELECOM ARGENTINA S.A. (Surviving company)

NOTE 9 — SUBSEQUENT EVENTS TO MARCH 31, 2017

a) Relevant events related to the Reorganization

a.1) Ordinary and/or Extraordinary Shareholders’ Meetings of Telecom Argentina, Personal, Nortel and Sofora

The Reorganization and the following documents were approved in the Ordinary and Extraordinary Shareholders’ Meetings of Telecom Argentina and Telecom Personal, both held on May 23, 2017 and in the Extraordinary Shareholders’ Meetings of Nortel and Sofora, both held on May 22, 2017.

i. Special Purpose Unconsolidated Financial Statements of each respective company as of December 31, 2016.

ii. Special Purpose Combined Financial Statements as of December 31, 2016 of Sofora, Nortel, Telecom Argentina and Telecom Personal.

iii. The Preliminary Reorganization Agreement held on March 31, 2017.

Additionally, the Ordinary and Extraordinary Shareholders’ Meetings of Telecom Argentina approved:

i. The conversion of up to 161,039,447 Telecom Argentina’s Class “A” Shares, of nominal value one Argentine peso and one vote each ,in the same quantity of Class “B” Shares, of nominal value one Argentine peso and one vote each, to be delivered to Nortel’s Preferred “B” Shares, as explained in Section 4 of the related Preliminary Reorganization Agreement; and

ii. The modification of the following Sections of the Bylaws:

a. Section 4: To establish a dynamic procedure for the conversion of shares representative of the capital stock of a Class to another Class with equal political and patrimonial rights; and

b. Section 5: To allow the total or partial amortization of integrated shares in accordance with Section 223 of the LGS and enable the issuance of “Bonos de Goce” as provided in Section 228 of the aforementioned Law.

iii. The elimination of Section 9 of the Bylaws, which contains limitations to the transfer of Class “A” Shares, which will be effective as of the date on which the ENACOM authorizes the dissolution of Nortel as a result of the Reorganization and the distribution to the holders of Nortel’s Class “B” Preferred Shares of a portion of Telecom Argentina’s Class “A” Shares by converting them into Class “B” Shares of Telecom Argentina in accordance with the provisions of the corresponding preliminary reorganization agreement.

Finally, the Shareholders’ Meetings of Telecom Personal, Nortel and Sofora approved the dissolution without liquidation of each company, respectively, for the cause provided in Section 94 subsection 7 of the LGS as a result of its incorporation to Telecom Argentina due to the Reorganization.

a.2) Presentations before the ENACOM of the Authorizations required and provided in the Preliminary Reorganization Agreement

Within the framework of the Reorganization, the companies involved have requested to the ENACOM the following authorizations provided in the preliminary reorganization agreement:

Authorization from the ENACOM (requested on March 30, 2017) for the purpose of releasing shares that were part of the second amortization tranche of Sofora’s common shares (owned by WAI, representative of 15% of Sofora’s capital stock) of the allocation to shares of the investment consortium for the acquisition -in the process of privatization of ENTel- of Sociedad Licenciataria Norte (currently Telecom Argentina) in accordance with Decree No. 62/90 dated January 5, 1990 and the terms of such privatization and Resolution No. 111/2003 issued by the National Secretary of Communications on December 10, 2003.

1. Authorization from the ENACOM (requested on May 17, 2017) for the dissolution of Nortel as a result of the Telecom Group’s Reorganization and the distribution to the holders of Nortel’s Preferred “B” Shares of a portion of Telecom Argentina’s Class “A” Shares through its conversion to Telecom Argentina Class “B” Shares pursuant to the corresponding preliminary reorganization agreement.

2. Authorization from the ENACOM (requested on May 17, 2017) for the transfer to Telecom Argentina, as a result of the Telecom Group’s Reorganization, of all licenses for the provision of ICT Services and the records of ICT Services, together with the corresponding frequency use permissions, which were granted or timely awarded to Telecom Personal.

TELECOM ARGENTINA S.A. (Surviving company)

On June 16, 2017, ENACOM’s authorization mentioned in point 1 of this Note was granted by Resolution No. RESOL-2017-5120-APN-ENACOM#MCO, allowing the amortization of the second tranche of the ordinary shares of Sofora described above.

As of the date of issuance of these Special Merger Individual Financial Statements, the procedures mentioned in points 2 and 3 are in progress and awaiting a favorable resolution from the ENACOM.

a.3) Amortization of ordinary shares of Sofora

First tranche

On May 23, 2017 the first tranche of the ordinary shares of Sofora owned by WAI (74,749,340 ordinary shares) was amortized, representative of 17% of Sofora’s capital stock. As a result of the mentioned amortization:

i. Sofora paid $74,749,340 to WAI and issued a Class “A” Bono de Goce on behalf of WAI which granted them the right to dividends in the amount of US$ 245,036,017, and

ii. The members and alternate members of the Board of Directors and of the Supervisory Committee of Telecom Argentina, Personal, Nortel and Sofora appointed by WAI presented their resignations. In the case of Telecom Argentina, the General Ordinary and Extraordinary Shareholders’ Meeting held on May 23, 2017, in its second tranche of deliberations held on June 6, 2017, appointed two directors, two alternate directors, one member of the Supervisory Committee and one alternate member of the Supervisory Committee to complete the term of duties of the resigning members and alternate members of the Board of Directors and of the Supervisory Committee of Telecom Argentina.

Second tranche

As a result of obtaining the authorization of ENACOM mentioned in a.2), on June 22, 2017, the second tranche of the ordinary shares of Sofora owned by WAI (65,955,300 shares) representing 15% of Sofora’s capital stock before the first tranche of ordinary shares was amortized. As a result of this amortization, Sofora paid $65,955,300 to WAI and issued a Class “A” Bono de Goce on behalf of WAI which granted them the right to dividends in the amount of US$216,280,387.

b) Dispositions of the Company’s General Ordinary and Extraordinary Shareholders’ Meeting

The Company’s General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2017 considered, among other matters, the following:

1. To approve the Annual Report and the financial statements of the Company as of December 31, 2016;

2. To allocate to the “Voluntary Reserve for Future Dividends Payments” an amount of $3,975 (equivalent to the total amount of Telecom Argentina’s Retained earnings as of December 31, 2016);

3. The partial withdrawal of the “Voluntary reserve for capital investments”, for an amount of $2,730, and increase the “Reserve for Future Cash Dividends”; and

4. The total withdrawal of the “Voluntary reserve for future investments”, for an amount of $2,904, and increase the “Reserve for Future Cash Dividends”.

c) ENACOM Resolution No. 3,687-E/17— On-demand spectrum allocation

ENACOM Resolution No. 3,687-E/17, published in the Official Bulletin on May 12, 2017, provided the call for the on-demand frequency allocation of the 2,500 to 2,690 MHz Radioelectric Spectrum, stating the procedure, obligations and compensations to be fulfilled by the Mobile Communications Service providers who qualify to participate, in accordance with the provisions of Section 4 of Decree No. 1,340/17.

The Resolution provided to group the frequency channels to be allocated in three (3) Lots: two (2) Lots of 30 MHz, containing three (3) frequency channels in the FDD mode each, and one (1) Lot of 40 MHz, containing two (2) frequency channels in FDD mode and four (4) frequency channels in TDD mode, according to the channeling provided in ENACOM Resolution No. 1,034-E/17 and its amendment (ENACOM Resolution N° 1,956-E/17). According to the characteristics of the 2,500 to 2,690 MHz band, the authorization of use of the frequency channels that integrate each Lot must be issued by each locality.

On May 24, 2017, Personal filed to ENACOM the Envelope with its On-demand Allocation Request, according to the provisions of Resolution No. 3,687-E/17.

TELECOM ARGENTINA S.A. (Surviving company)

On June 2, 2017, ENACOM announced four bidders in the opening auction session: (Telefónica Móviles Argentina S.A. (“TMA”), AMX Argentina S.A. (“AMX”), Personal and Telecentro S.A. (“Telecentro”). Attending to the observations made by the bidders, it was decided to adjourn the session so that, within 10 days, the ENACOM could treat the mentioned observations, setting June 16, 2017as the new date for the auction session reopening.

ENACOM Resolution No. 4,767 E/17 issued on June 12, 2017, provided that Telecentro did not meet the requirements to be considered a qualified bidder, in accordance with the provisions of Section 2 of ENACOM Resolution No. 3,687 E/17, as it is not a current provider of mobile communications services, according to the provisions of Section 3 of Decree No. 798/16. As a result, its request for on-demand spectrum allocation was rejected.

On June 16, 2017 the auction session reopening was performed, with the participation of TMA, AMX and Personal, resulting TMA applying for Lot A, AMX applying for Lot B, and Personal applying for Lot C, thus resolving the observations made by the bidders at the opening auction session held on June 2, 2017.

As of the date of issuance of these Special Merger Individual Financial Statements, the process is pending of approval and of the occurrence of the administrative acts that assign to each lender the requested Lot and authorize it use, for the provision of the SCMA, in the requested localities.

d) Purchase of TUVES Paraguay S.A.

On October 4, 2016, the Board of Directors of Núcleo S.A. (“Núcleo”), Company controlled by Personal, authorized the execution of the shares purchase option that TU VES S.A. (Chile) granted to Núcleo in order to acquire the controlling interest in TUVES Paraguay S.A. (“Tuves”).

On October 6, 2016 Tuves’ shareholders accepted Núcleo’s proposal for executing the shares purchase option (70% Tuves’ total capital), which is subject to the approval of the “ Comisión Nacional de Telecomunicaciones del Paraguay” (“CONATEL”).

On April 11, 2017, by Resolution No. 460/2017 of CONATEL’s Board of Directors authorized TU VES S.A. (Chile) to transfer to Núcleo 350 shares of Tuves which represent 70% of its capital stock.

Through this authorization, on June 30, 2017 Núcleo acquired the respective shares.

Tuves’ main activity is the provision of telecommunications services and the provision of services of distribution of audio and television signals direct to home in the Republic of Paraguay.

	Mariano Ibáñez
	Chairman of the Board of Directors

Exhibit 4

Annex I(B)

Unaudited* Special Merger Individual Financial Statements of Cablevisión, as of March 31, 2017 .

Free translation from the original prepared in Spanish for publication in Argentina

Cablevisión S.A.

Unaudited Special Merger Individual Financial Statement*

as of March 31, 2017

*For the purpose of translation into English, the terms “Special Merger Individual Financial Statement” and “Special Parent Company Only Financial Statement For Merger” have been used indistinctly in this financial statement.

Index

Free translation from the original prepared in Spanish for publication in Argentina

Special Parent Company Only Financial Statements for merger

Special Parent Company Only Statement of Financial Position for merger.

Notes to the Special Parent Company Only Financial Statements for merger

1.	Purpose of the Special Parent Company Only Financial Statements for merger.
2.	Basis of preparation and presentation of the Special Parent Company Only Financial Statements for merger.
	2.1.		Basis of preparation.
	2.2.		Standards and Interpretations issued but not adopted to date.
	2.3.		Standards and Interpretations issued adopted to date.
	2.4.		Revenue in associated companies.
	2.5.		Business combinations.
	2.6.		Goodwill.
	2.7.		Revenue recognition.
	2.8.		Leases.
	2.9.		Foreign currency and functional currency.
	2.10.		Current and deferred income tax.
	2.11.		Property, plant and equipment.
	2.12.		Intangible assets.
	2.13.		Impairment of non-financial assets except goodwill.
	2.14.		Inventories.
	2.15.		Other assets.
	2.16.		Provisions and other charges.
	2.17.		Financial instruments.
	2.18.		Other payables.
	2.19.		Capital.
	2.20.		Distribution of dividends.
	2.21.		Interests in joint operations.
3.	Accounting estimates and judgments.
4.	Acquisition of companies and company reorganization processes.
5.	Detail of the main items of the Special Parent Company Only Financial Statements for merger.
6.	Balance with related parties.
7.	Share Capital.
8.	Reserves, accumulated results and dividends.
9.	Regulatory Framework.
	9.1.	Matters related to the regulatory situation of the Company.
10.	Provisions and other charges.
11.	Approval of financial statements of the Special Parent Company Only Financial Statements for merger.

Cablevisión S.A.

Legal Address:		Gral. Hornos 690 — Autonomous City of Buenos Aires, Republic of Argentina

Main Company’s business:		Provision of Information and Communication Technology Services (“ICT Services”), be they fixed, mobile, wired, wireless, national or international services, with or without own infrastructure, and provision of Audiovisual Communication Services. Provision, lease, sale and marketing, under any title, of equipment, infrastructure, goods and services of any type, related or supplementary to ICT services and to Audiovisual Communication Services. Execution of works and provision of any class of services related to ICT Services and to Audiovisual Communication Services. Investments and Financial Transactions

Special Parent Company Only Financial Statement for Merger

as of March 31, 2017

REGISTRATION DATE IN THE SUPERINTENDENCY OF CORPORATIONS:

Bylaws:		August 29, 1979
Latest amendment of Bylaws:		March 14, 2017

Registration number in the Superintendency of Corporations:		172,061

Bylaws expiration date:		August 29, 2078

Information about the parent company: (direct and indirect interests held)
	Denomination:	Cablevision Holding S.A. (See Note 7)
	Legal address:	Tacuari 1,842 — 4° Floor - Autonomous City of Buenos Aires, Republic of Argentina

CAPITAL STRUCTURE

		Subscribed, paid-in and inscribed
		03.31.2017
		Ps.
Common book-entry Class “A” shares, with a nominal value of Ps. 10,000, and entitled to one vote per share.		960,060,000
Common book-entry Class “B” shares, with a nominal value of Ps. 10,000, and entitled to one vote per share.		239,940,000
		1,200,000,000

Cablevisión S.A.

Special Parent Company Only Statement of Financial Position for merger

As of March 31, 2017

(In Pesos)

		03.31.2017
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment		16,062,465,078
Intangible assets		43,473,696
Goodwill		2,892,848,578
Deferred tax asset		50,247,856
Investments in associates		5,538,539,526
Investments		359,560,897
Other receivables		313,087,688
Total non-current assets		25,260,223,319

CURRENT ASSETS
Inventories		12,262,628
Trade receivables		1,652,309,687
Other receivables		975,951,934
Investments		1,930,828,128
Cash and banks		638,287,082
Total current assets		5,209,639,459

Total assets		30,469,862,778

SHAREHOLDERS’ EQUITY (as per related statement)
Shareholders contributions		1,200,000,000
Reserves and accumulated results		10,277,331,437
Total shareholders ’ equity		11,477,331,437

LIABILITIES
NON-CURRENT LIABILITIES
Bank and financial debt		8,392,281,288
Provisions and other charges		343,534,225
Taxes payable		4,488,472
Other payables		109,188,003
Total non-current liabilities		8,849,491,988

CURRENT LIABILITIES
Bank and financial debt		1,017,968,327
Taxes payable		2,330,772,875
Other payables		2,879,870,369
Accounts payable and others		3,914,427,782
Total current liabilities		10,143,039,353

Total liabilities		18,992,531,341

Total liabilities and shareholders’ equity		30,469,862,778

The accompanying notes are an integral part of this special parent company only financial statements.

Cablevisión S.A.

NOTES TO THE SPECIAL PARENT COMPANY ONLY

FINANCIAL STATEMENTS FOR MERGER

At of March 31, 2017

(In Pesos)

NOTE 1 - PURPOSE OF THE SPECIAL PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR MERGER

This Special Parent Company Only Financial Statement for Merger has been prepared at the request of and for the sole purpose of being considered by the Board of Directors of Cablevisión S.A., in the first place, and subsequently by the corresponding Shareholders’ Meeting, in connection with the corporate reorganization between Telecom Argentina S.A. and Cablevisión S.A. and for its filing with the pertinent oversight agencies concerning the above-mentioned corporate reorganization.

Given its specific purpose, this Special Parent Company Only Financial Statement for Merger is not presented on a comparative basis with the previous period and does not include certain disclosure aspects required by Technical Pronouncements (“TP”) No. 26, as amended, issued by the Argentine Federation of Professional Councils in Economic Sciences, approved by the Professional Council in Economic Sciences of the City of Buenos Aires and the Argentine Securities Commission (“CNV”) and certain information required by the CNV.

This Special Parent Company Only Financial Statement for Merger does not include a full set of the financial statements of Cablevisión S.A. (hereinafter, “Cablevisión” or “the Company”) prepared in accordance with International Financial Reporting Standards.

NOTE 2 - BASIS OF PREPARATION AND PRESENTATION OF THE SPECIAL PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR MERGER

2.1. Basis of preparation

In preparing this Special Parent Company Only Financial Statement for Merger, the Company has complied with the guidelines provided by TP No. 26, with the exception mentioned above related to the specific purpose of this statement.

Through General Resolutions No. 562/09 and No. 576/10, the CNV provided for the application of TP No. 26 and
No. 29 issued by the Argentine Federation of Professional Councils of Economic Sciences (Federación Argentina de Consejos Profesionales de Ciencias Económicas or “FACPCE”, for its Spanish acronym), which adopt the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) for entities subject to the public offering regime governed by Law No. 26831, whether on account of their equity or their notes, or which have requested authorization to be subject to such regime. The FACPCE issues Adoption Communications in order to implement IASB pronouncements in Argentina.

TP No. 43 “Amendment of Technical Pronouncement No. 26”, effective for fiscal years beginning on or after January 1, 2016, sets out that parent company only financial statements shall be prepared fully in accordance with IFRS without applying any changes, i.e. complying with the full contents of those standards as issued by the IASB and with the mandatory or guiding provisions established by IASB in each document. That Pronouncement provides that for its disclosure in parent company only financial statements of entities that are required to present consolidated financial statements, the investments in subsidiaries, joint ventures and associates shall be valued under the equity method as set out by IFRS.

The Special Parent Company Only Financial Statement for Merger have been prepared in accordance with the accounting policies of the Company, that are based on the IFRS and the interpretations issued by the Interpretations Committee of the International Financial Reporting Standards (“IFRIC”).

The Special Parent Company Only Financial Statement for Merger have been prepared on the basis of historical cost, except for the valuation of financial instruments. In general, historical cost is based on the fair value of the consideration given in exchange for the assets.

International Accounting Standard (IAS) 29 “Financial Reporting in Hyperinflationary Economies” requires that the financial statements of an entity that reports in the currency of a hyperinflationary economy be stated in terms of the measuring unit current at the balance sheet closing date of the reporting period and details a series of factors that may indicate that an economy is hyperinflationary. Pursuant to the guidelines of IAS 29, there is not enough evidence to conclude that Argentina was a hyperinflationary economy in 2016 and, therefore, the Company did not apply the restatement criteria to the financial information for the years reported as established under IAS 29.

The attached information is presented in pesos (Ps.), the currency of legal tender in Argentina and has been prepared on the basis of the accounting records of the Company.

2.2. Standards and Interpretations issued but not adopted to date

The Company has not adopted the IFRS or revisions of IFRS detailed below, since their application is not required for the period ended March 31, 2017:

· IFRS 9 “Financial Instruments”: Issued in November 2009 and amended in October 2010 and July 2014, IFRS 9 introduces new requirements for the classification and measurement of financial assets and liabilities and for their derecognition. Said standard is applicable to years beginning on or after January 1, 2018.

· IFRS 15 “Revenue from ordinary activities under contracts with customers”: Issued in May 2014 and applicable to years beginning on or after January 1, 2018. It specifies how and when revenue will be recognized, as well as the additional information to be disclosed by the Company in the financial statements.

The standard provides a single, principles-based five-step model to be applied to all contracts with customers.

· IFRS 16, “Leases”: Issued in January 2016. It establishes principles for the recognition, measurement, presentation and disclosure of leases. This standard applies to years beginning on or after January 1, 2019.

To date, the Company cannot estimate its quantitative impact because it is analyzing the corresponding accounting effects.

2.3. Standards and Interpretations issued adopted to date

As of the date of these Special Parent Company Only Financial Statement for Merger no new standards have been issued that apply to the Company in the current period.

2.4. Revenue in associated companies

The Company records the interest in its subsidiaries and associates using the equity method, as established by
TP No. 43.

A subsidiary is an entity over which the Company exercises control.

Control is presumed to exist when the Company has a right to variable returns from its interest in a subsidiary and has the ability to affect those returns through its power over the subsidiary. This power is presumed to exist when it is evidenced by the voting rights, be it that the Company has the majority of voting rights or potential voting rights currently exercised.

An associate is an entity over which the Company has significant influence, without exercising control, generally accompanied by a 20%-50% holding of the voting power.

The subsidiaries and associates net income, assets and liabilities are disclosed in these financial statements using the equity method, except when the investment is classified as held for sale, in which case it is accounted for under IFRS 5 “Non-Current Assets Held for Sale and Discontinued Operations”. Under the equity method, the investment in a subsidiary or in an associate is to be initially registered at cost, and the book value will be increased or decreased to recognize the investor’s share in the comprehensive income for the year obtained by the subsidiary or the associate after the acquisition date. Any distributions received from the subsidiary or the associate will reduce the book value of the investment.

The losses incurred by an associate in excess of the Company’s interest in such company are recognized to the extent the Company has undertaken any legal or implicit obligation or has made payments on behalf of the associate.

Goodwill is recognized as any excess of the acquisition cost over the Company’s share in the net fair value of identifiable assets, liabilities and contingent liabilities of a subsidiary or associates measured at the acquisition date. Goodwill is included in the book value of the investment and tested for impairment as part of the investment. Any excess of the Company’s share in the net fair value of identifiable assets, liabilities and contingent liabilities over the acquisition cost, after its measurement at fair value, is immediately recognized in net income.

Unrealized gains or losses on transactions between the Company and the subsidiaries or the associates are eliminated considering the Company’s interest in these entities.

Where necessary, adjustments were made to the subsidiaries and associates financial statements so that their accounting policies are in line with those used by the Company.

Transactions with the non-controlling interest that do not result in a loss of control are registered as asset transactions, i.e. as transactions with the owners in their capacity as such. The difference between the fair value of the consideration paid and the part of such consideration that corresponds to the book value of the subsidiary’s net assets that underlie the acquired shares, is registered in equity. Gains or losses on sales to non controlling interests are also registered in equity.

When the Company ceases to have control, any interest retained in the entity is once again measured at its fair value as of the date on which it loses control, and the change in book value is registered in results. The fair value is the initial value for the purpose of the later registration of the retained interest as an associated company, joint arrangements or financial asset. In addition, the amounts previously recognized as other comprehensive income in respect of such entity are registered as if the Company had directly transferred the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified as income.

Companies	Main Company’s business	% percentage of direct
La Capital Cable S.A.	Closed circuit television	49.00	%
PEM S.A.	Investments	100.00	%
Televisión Dirigida S.A.	Cable TV station	99.99	%
Cable Imagen S.R.L. (1)	Cable TV station	99.90	%
Ver T.V. S.A. (1)	Cable TV station	49.00	%
Teledifusora San Miguel Arcángel S.A. (1)	Cable TV station	49.10	%
Adesol S.A.	Investor	100.00	%
Última Milla S.A.	Network construction	95.00	%
Nextel Communications Argentina S.R.L.	Telecommunication services	100.00	%

(1) Data on the issuer arising from non-accounting information.

2.5. Business combinations

The Company applies the acquisition method of accounting for business combinations. The consideration for each acquisition is measured at fair value (on the date of exchange) of the assets assigned, the liabilities incurred or assumed and the equity instruments issued by the Company in exchange for the control of the acquired company. The costs related to the acquisition are expensed as incurred.

Consideration for the acquisition includes any asset or liability arising from a contingent consideration arrangement, if any, measured at fair value at the acquisition date. Subsequent changes to such fair value, verified during the measurement period, are adjusted against the acquisition cost.

The identifiable assets, liabilities and contingent liabilities of the acquired company that meet the conditions for recognition under IFRS 3 (2008) are recognized at fair value at the acquisition date, except for certain particular cases provided by such standard.

Any excess of the acquisition cost over the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or associate measured at the acquisition date is recognized as goodwill. Any excess of the participation of the company in the net fair value of the identifiable assets, liabilities and contingent liabilities over the acquisition cost, after measurement thereof at fair value, is immediately recognized in net income.

The acquisition cost comprises the consideration transferred and the acquisition-date fair value of the acquirer’s previously-held equity interest in the acquiree, if any.

2.6. Goodwill

Goodwill arises from the acquisition of subsidiaries and refers to the excess of the cost of acquisition over the net fair value at the date of the acquisition of the identifiable assets acquired and liabilities assumed.

Goodwill is tested for impairment annually or more often if there is any evidence of impairment. To test for impairment, goodwill is allocated to each of the Company’s cash-generating units that are expected to provide benefits from the synergies of the respective combination. If the recoverable value of the cash-generating unit, i.e. the higher of the value in use or the fair value net of selling expenses, is lower than the value of the net assets allocated to that unit, including goodwill, the impairment loss is first allocated to reduce the goodwill allocated to the unit and then to the other assets of the unit, on a pro rata basis, based on the valuation of each asset in the unit. The impairment loss recognized against the valuation of goodwill is not reversed under any circumstance.

As of March 31, 2017, goodwill has not suffered any impairment.

2.7. Revenue recognition

Sales of cable or Internet services subscriptions are recognized as revenues for the period in which the services are rendered.

Revenues from the installation of these services are accrued over the average term during which clients maintain their subscription to the service. Advertising sales revenues are recognized in the period in which advertising is published or broadcast.

Revenues from transactions that include more than one item have been recognized separately to the extent they have commercial substance on their own. The amount of revenues allocated to each item is based on its fair value, which is assessed or estimated at market value.

Revenues from the sale of assets are recognized only when the risks and benefits arising from the use of the disposed assets have been transferred, the amount of revenues may be fairly estimated, and the Company is likely to obtain economic benefits.

Installment sales are recognized at the value of future income discounted at a market rate assessed at the beginning of the transaction.

2.8. Leases

A lease is classified as a financial lease when the terms of the lease transfer to the lessee substantially all the risks and benefits inherent to ownership. All other leases are classified as operating leases.

Assets held under financial leases are recognized at the lower of the fair value of the Company’s leased assets at the beginning of the lease term, or the present value of the minimum lease payments. The liability held with the lessor is included in the special parent company only financial statement as an obligation in line-item “Bank and financial debt”.

Lease payments are allocated between the finance charge and the reduction of the liabilities under the lease so as to achieve a constant interest rate on the outstanding balance. Financial expenses are charged to results during the period of the lease.

Assets held under financial leases are depreciated over the shorter of the lease term or the useful life of the asset.

Operating leases are charged to income on a straight-line basis over the term of the lease.

2.9. Foreign currency and functional currency

The individual financial information of each of the investments of the Company are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). For the purposes of the preparation of the special parent company only financial statement for merger of the company, the financial position of each entity are expressed in Argentine pesos (Argentina’s legal tender for all companies domiciled in Argentina), which is the Company’s functional currency.

In preparing the financial statements of individual entities, transactions in currencies other than the entity’s functional currency (foreign currency) are recorded at the exchange rates prevailing on the dates on which transactions are carried out. At the end of each reporting period, monetary items denominated in foreign currency are retranslated at the exchange rates prevailing on such dates. Exchange differences are charged to net income as incurred.

In preparing the Company’s Special Parent Company Only Financial Statement for Merger , to calculate the proportional equity value of the investments of the company in companies whose functional currency is different of the Argentine Peso, asset and liability balances of these entities, are translated into pesos at the exchange rate prevailing at the end of the period, while net income is translated at the exchange rate prevailing on the transaction date. Exchange differences are recognized in other comprehensive income as “Variation in translation differences of foreign operations”.

2.10. Current and deferred income tax

The income tax charge reflects the sum of the current and deferred income tax.

Current and deferred income tax is recognized as income or expense for the year, except where it relates to items credited or debited in other comprehensive income or equity, in which case the tax is also recognized in other comprehensive income or directly in equity, respectively. In the case of a business combination, the tax effect is taken into account in the calculation of goodwill or in the determination of the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the business combination.

Current tax payable is based on the taxable income recorded during the year. Taxable income and net income reported in the statement of comprehensive income differ due to revenue or expense items that are taxable or deductible in other periods and items that are never taxable or deductible. The Company’s current tax liability is calculated using the tax rate in effect as of the date of the financial statements. The current tax charge is calculated based on the tax laws and regulations in force in the countries where the entities in which the Company has investments operate.

Deferred tax is recognized on temporary differences between the book value of the assets and liabilities included in the financial statements and the corresponding tax bases used to determine taxable income. Deferred tax liabilities are generally recognized for all temporary tax differences. Deferred tax assets are recognized, for all deductible temporary differences, to the extent that it is likely that future taxable income will be available against which to charge such deductible temporary differences. These assets and liabilities are not recognized if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that does not affect the taxable or accounting income.

The book value of a deferred tax asset is reviewed at the end of each reporting period and reduced to the extent that it is no longer likely that sufficient taxable income will be available in the future to allow for the recovery of all or part of the asset.

Deferred taxes are recognized on temporary differences arising from investments in subsidiaries and associated companies, except for those deferred tax liabilities for which the Company may control the date on which temporary differences will revert and which are not likely to revert in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to be applicable in the period in which the asset is realized or the liability is settled, based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the way in which the entity expects, at the end of the reporting period, to recover or settle the book value of its assets and liabilities.

Deferred tax assets are offset against deferred tax liabilities if effective regulations allow to offset, before the tax authorities, the amounts recognized in such items, and if deferred tax assets and liabilities arise from income taxes levied by the same tax authority and the Company intends to settle its assets and liabilities on a net basis.

Under IFRS, deferred tax assets and liabilities are classified as non current assets and liabilities, respectively.

2.10.1. Tax on assets

In Argentina, the tax on assets (“impuesto a la ganancia mínima presunta”) is complementary to income tax. The Company assesses this tax at the effective rate of 1% on the taxable assets at year-end. The Company’s tax liability for each year will be equal to the higher of the tax on assets assesments or the income tax liability assessed at the legally effective rate on the estimated taxable income for the year. However, if the tax on assets exceeds the income tax liability in any given fiscal year, such excess may be creditable against any excess of income tax liability over the tax on assets in any of the following ten fiscal years.

The balance of the tax on assets has been capitalized in the special parent company only financial statement for merger for the amount estimated to be recoverable within the terms provided under the applicable statute of limitations based on the current business plans of controlled companies.

2.11. Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and any accumulated impairment loss.

Depreciation of property, plant and equipment is recognized on a straight line basis over its estimated useful life.

The estimated useful life, the residual value and the depreciation method are reviewed at the end of each year, with the effect of any changes in estimates accounted for on a prospective basis. Land is not depreciated.

Works in progress are recorded at cost less any recognized impairment loss. Depreciation of these assets, as in the case of other property, begins when the assets are ready for their use.

Repair and maintenance expenses are expensed as incurred.

Borrowing costs that are directly attributable to the acquisition or construction of certain capital assets are capitalized as part of the cost of these assets until they are ready for their use or sale, according to IAS 23 (“Borrowing Costs”). The assets for which the borrowing costs are capitalized are those that require a substantial time before being ready for their use.

The gain or loss arising from the retirement or disposal of an asset is calculated as the difference between the income from the sale of the asset and the asset’s book value, and recognized in line-item “Other income and expenses net” in the statement of comprehensive income. The residual value of an asset is written down to its recoverable value if the residual value of the asset exceeds its estimated recoverable value (See Note 2.13).

The value of property, plant and equipment does not exceed its recoverable value at the end of the period.

2.12. Intangible assets

Intangible assets include trademarks and patents, exclusivity agreements, licenses, software and other rights, the purchase value of the subscriber portfolio, ongoing projects (mainly related to software development) and other intangible assets. Accounting policies on the recognition and measurement of such intangible assets are described below.

2.12.1. Intangible assets acquired separately

Intangible assets acquired separately are valued at cost net of all accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over the estimated useful life of the intangible assets. The Company reviews the useful lives applied, residual values and the amortization method at the end of each year, and accounts the effect of any changes in estimates on a prospective basis.

2.12.2. Intangible assets acquired in a business combination

Intangible assets acquired in a business combination (subscriber portfolio) are identified and recognized separately with respect to goodwill when they meet the definition of intangible assets and their fair value can be measured reliably. Such intangible assets are recognized at fair value at the acquisition date.

After initial recognition, the intangible assets acquired in a business combination are valued at cost net of accumulated amortization and impairment losses, on the same basis as intangible assets acquired separately. Amortization is calculated using the straight-line method over their estimated useful lives and do not exceed a period of 10 years.

2.12.3. Information systems projects

Costs relating to the development or maintenance of computer software are generally registered as expenses as incurred. However, costs directly relating to the development, acquisition and implementation of information systems are registered as intangible assets if certain conditions are met, including their technological feasibility, the Company’s intention to complete the development of the intangible asset and its likely future benefits.

After initial recognition, internally developed intangible assets are valued at cost net of accumulated amortization and impairment losses, on the same basis as intangible assets acquired separately.

Such assets are included under in the column software (See Note 5.2).

2.13. Impairment of non-financial assets except goodwill

At the end of each financial statement, the Company tests for impairment the book value of its non financial assets with a finite useful life. If there is any sign of impairment, the recoverable value of the assets is assessed in order to determine the impairment loss (in the event the recoverable value is lower than the book value). When it is not possible to assess the recoverable value of an individual asset, the Company estimates the recoverable value of the

cash generating unit (“CGU”) to which such asset belongs. When a consistent and reasonable allocation basis may be identified, corporate assets are also allocated to an individual cash generating unit, or otherwise, they are allocated to the smallest group of cash generating units for which a consistent allocation basis may be identified.

An asset’s recoverable value is the higher of its fair value less its selling expenses or its value in use. In the determination of the value in use, estimated future cash flows are discounted at their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and, if any, the risks specific to the asset for which estimated future cash flows have not been adjusted.

Assets with an indefinite useful life (e.g., non financial assets unavailable for use) are not amortized, but are tested for impairment on an annual basis. No impairment losses have been registered during the period.

Non-financial assets, except for goodwill, for which an impairment loss was recorded, are tested at the end of each year for a possible reversal of such impairment.

2.14. Inventories

Inventories have been valued at acquisition cost, in the customary purchase conditions for the Company, net of the allowance for impairment. Such allowance is calculated based on the recoverability analysis done by the Company at the end of the year by comparing cost with net realization value, i.e. the estimated cash selling price in the ordinary course of business less the necessary cost to make such sale. The cost of inventories is determined using the weighted average price method. The value of inventories does not exceed their recoverable value at the end of the year.

2.15. Other assets

The assets included in this line-item have been valued at their acquisition cost.

Investments denominated in foreign currency subject to restrictions on disposition under financial covenants have been valued at face value plus interest accrued as of the end of each period.

2.16. Provisions and other charges

Provisions for lawsuits and contingencies and accrual for asset retirement are recognized when the Company has a present obligation (whether legal or constructive) as a result of a past event, the Company is likely to require an outflow of resources to settle such obligation and when the amount of the obligation can be reliably estimated.

The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account relevant risks and uncertainties. Where a provision is measured using the estimated cash flow necessary to settle the present obligation, its book value represents the present value of such cash flow.

Where some, all or a portion of the resources required to settle a provisioned liability are expected to be recovered, an account receivable is recognized as an asset, if it is virtually certain that the disbursement will be received and the amount of the account receivable may be reliably measured.

In estimating its obligations, the Company takes into consideration the opinion of its legal advisors.

2.17. Financial instruments

2.17.1. Financial assets

Purchases and sales of financial assets are recognized at the transaction date when the Company undertakes to purchase or sell the asset, and are initially measured at fair value, plus transaction costs, except for those financial assets classified at fair value with changes in the statement of income, which are initially measured at fair value.

2.17.1.1. Classification of financial assets

Financial assets are classified within the following specific categories: “financial assets at fair value with changes in the net income” and “loans and receivables”. The classification depends on the nature and purpose of the financial assets and is determined upon initial recognition.

2.17.1.2. Recognition and measurement of financial assets

2.17.1.2.1. Financial assets at fair value with changes in net income

Financial assets at fair value with changes in net income (mainly mutual funds) are recorded at fair value, recognizing any gain or loss arising from any re-measurement in the statement of comprehensive income. The net gain or loss recognized in net income includes any results generated by the financial asset.

The fair value of these assets is calculated based on the current quoted market price of these instruments.

2.1 7 .1.2.2. Loans and receivables

Loans and trade receivables with fixed or determinable payments that are not traded in an active market are classified as “trade receivables and other receivables”. Trade receivables and other are initially measured at fair value plus transaction costs, and subsequently measured at amortized cost using the effective interest rate method, less any impairment, if applicable. Interest income is recognized using the effective interest rate method, except for short-term balances for which the recognition of interest is not significant.

2.17.1.2.3. Impairment of financial assets

The Company tests financial assets for impairment at each closing date to assess if there is any objective evidence of impairment. The value of a financial asset or group of assets is impaired, and impairment losses are recognized, only when there is objective evidence of the impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event or events have an impact on the estimated future cash flows of the financial asset or group of assets that can be measured reliably.

Objective evidence of impairment may include, among other things, material financial difficulties of the issuer or obligor, or breach of contractual terms, such as default or delinquency in interest or principal payments.

For certain categories of financial assets, such as loans and receivables, assets that are not impaired on an individual basis are tested for impairment on a collective basis. The objective evidence of impairment of a receivable portfolio includes the Company’s past collection record, an increase in delinquent payments, as well as changes in the local economic situation affecting the recoverability of receivables.

Where there is objective evidence of an impairment loss in the value of loans granted, receivables or held-to-maturity investments recorded at amortized cost, the loss amount is measured as the difference between the book value and the present value of estimated future cash flows (excluding future non-incurred losses), discounted at the financial asset’s original effective interest rate. The book value of the asset is written down under a contra-account. The loss amount is recorded in the result of the period.

If in subsequent periods the impairment loss amount decreases and such decrease may be objectively related to an event subsequent to the recognition of the impairment (such as an improvement in the debtor’s credit rating), the previously recognized impairment loss is reversed. A loss reversal can only be recorded to the extent the financial asset’s book value does not exceed the amortized cost that would have been determined if the impairment loss had not been recorded at the reversal date. The reversal amount is recognized in the net income for the period.

2.17.1.4. Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights over such asset’s cash flows have expired or when it has transferred the financial asset and, therefore, all the risks and benefits inherent to the ownership of the asset have been transferred to another entity. If the Company retains substantially all the risks and benefits inherent to the ownership of a transferred asset, it shall continue to recognize it and it will recognize a liability for any amounts received.

2.17.2. Financial liabilities

Financial liabilities, except for derivatives, are valued at amortized cost using the effective interest rate method.

2.17.2.1. Bank and financial debt

Bank and financial debts are initially valued at their fair value net of any incurred transaction costs, and subsequently valued at amortized cost using the effective interest rate method. Any difference between the initial value net of transaction costs and the settlement value is recognized in results over the term of the loan using the effective interest rate method. Interest expense is allocated in results, except for the portion allocated to works in progress, which are recorded in line-item “Property, plant and equipment” in the Special Parent Company Only Financial Statement for Merger.

2.17.2.2. Accounts payable and others

Accounts payables with fixed or determinable payments are classified as “accounts payable and others”. Accounts payable are initially measured at fair value, and subsequently measured at amortized cost using the effective interest rate method. Interest expense is recognized using the effective interest rate method, except for short-term balances where interest recognition is not material.

2.17.2.3. Derecognition of financial liabilities

The Company shall derecognize a financial liability (or part of it) when it is extinguished, i.e. when the obligation specified in the relevant contract is either discharged, cancelled or expires.

2.17.2.4. Derivatives and hedge accounting

The Company executes certain financial instruments to hedge its exposure to exchange rate risks.

Derivatives are initially recognized at fair value at the date of execution of the related contract and subsequently re-measured at fair value at the end of the reporting period. The resulting gain or loss is immediately recognized in net income, unless the derivative is designated as a hedging instrument, in which case, the timing for its recognition will depend on the nature of the hedging relationship. The Company uses certain derivatives to hedge the fair value of its recognized liabilities (fair value hedge).

The Company documents at the beginning of the transaction the relationship existing between the hedging instruments and the hedged items, as well as its risk management objectives and the strategy to implement hedge transactions. The Company also documents its assessment, both at the beginning and on an ongoing basis, of the high effectiveness of its hedging transactions to offset the changes in the fair value of the hedged items.

The fair value of a hedging derivative is classified as a non current asset or liability if the hedged item matures in more than 12 months, and as a current asset or liability if the hedged item matures within 12 months.

Fair value hedge

Changes in the fair value of derivatives designated and classified as fair value hedges are charged to net income, together with any change in the fair value of a hedged liability attributable to the hedged risk. The Company only applies fair value hedge accounting to cover exchange rate fluctuations of the liabilities it holds in foreign

currency. The gain or loss relating to the effective portion of foreign currency forward contracts is charged to net income under financial costs. The gain or loss related to the ineffective portion, if any, is charged to net income as other income and expenses, net. Changes in the fair value of the Company’s hedged liabilities denominated in foreign currency, attributable to the risk described above, are charged to net income under financial costs.

2.17.2.5 Debt refinancing - restructuring

Liabilities arising from the restructuring of Cablevisión’s financial debt have been initially valued at their fair value and will be subsequently measured at the amortized cost using the effective interest rate method.

2.18. Other payables

Other payables have been valued at their nominal value.

2.19. Capital

Ordinary shares are classified as equity (See Note 6).

2 .20. Distribution of dividends

The distribution of dividends to the Company’s shareholders is recognized as a liability in the financial statements for the year in which the dividend distribution is approved by the Meeting of Shareholders.

2.21. Interests in joint operations

A joint operation is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to joint control, i.e., when the financial strategy and operating decisions related to the company’s activities require the unanimous consent of the parties sharing control.

In the case of joint business arrangements executed through Uniones Transitorias de Empresas (“UTE”), considered jointly controlled operations under IFRS 11, the Company recognizes in its financial statements on a line-by-line basis, the jointly controlled assets, liabilities and net income, subject to joint control in proportion to its share in such arrangements. Cablevisión indirectly holds a 50% interest in the UTE Ertach — Prima.

NOTE 3 - ACCOUNTING ESTIMATES AND JUDGMENTS

In the application of the Company’s accounting policies described in Note 2, the Company has to make judgments and prepare accounting estimates of the value of assets and liabilities that may not be obtained from other sources. The estimates and related assumptions are based on historical experience and other relevant factors. Actual results could differ from such estimates.

Underlying estimates and assumptions are continually reviewed. The effects of the review of accounting estimates are recognized for the period in which estimates are reviewed.

These estimates basically refer to:

Fair value measurement of certain financial instruments

The fair value of a financial instrument is the amount for which it could be purchased or sold between knowledgeable willing parties, in an arm’s length transaction. If there is a quoted market price available for an instrument in an active market the fair value is calculated based on that price.

If there is no quoted market price available for a financial instrument, its fair value is estimated on the basis of the price established in recent transactions involving the same or similar instruments, or, otherwise, on the basis of

valuation techniques regularly used in financial markets. The Company uses its judgment to select a variety of methods and makes assumptions on the basis of market conditions at closing.

The methodology used for the measurement of the fair value of certain financial instruments is more fully described in Note 2.1 7.

Allowance for bad debts

The Company calculates the allowance for bad debts for debt instruments that are not valued at fair value taking into account the past uncollectibility record and other circumstances known at the time of calculation.

Impairment losses of certain assets other than receivables (including property, plant and equipment and intangible assets)

Certain assets, including property, plant and equipment and intangible assets are tested for impairment. The Company records impairment losses when it estimates that there is objective evidence thereof or when the cost of such losses will not be recovered through future cash flows. The evaluation of what constitutes impairment is a matter of significant judgment. Impairment of the value of non financial assets is more fully described in
Note 2.11.

Recognition and measurement of deferred tax items

As set forth in Note 2.10, deferred tax assets are only recognized for temporary differences to the extent it is likely that the entity, will have sufficient future taxable income against which to apply the deferred tax assets. Tax loss carryforwards from prior years are only recognized when it is likely that the entity shall have sufficient future taxable income against which they can be used.

The Company examines the recoverable value of the deferred tax assets based on its business plans and books a valuation allowance, if applicable, so that the net position of the deferred tax asset will reflect its probable recoverable value.

Impairment of goodwill

The Company assesses goodwill for impairment on an annual basis. In determining if there is impairment of goodwill, the Company calculates the value in use of the cash generating units to which it has been allocated. The calculation of the value in use requires the entity to determine the future cash flows that should arise from the cash generating units and an appropriate discount rate to calculate the present value.

At the end of the period there were no impairment losses of goodwill.

Provisions for lawsuits and contingencies

The elements taken into consideration for the calculation of the provisions for lawsuits and contingencies are determined based on the present value of the estimated costs arising from the lawsuits brought against the Company.

In estimating its obligations, the Company takes into consideration the opinion of its legal advisors.

Determination of the useful lives of property, plant and equipment and intangible assets

The Company reviews the reasonableness of the estimated useful lives of property, plant and equipment and intangible assets at the end of each year. Estimated useful lives this year do not differ from those estimated in prior years.

Determination of the fair value of assets acquired in business combinations

See accounting policies described in Note 2.5.

NOTE 4 - ACQUISITION OF COMPANIES AND COMPANY’S REORGANIZATION PROCESSES

a) On August 16, 2016, the Company’s Board of Directors approved the Pre-Merger Commitment executed between the Company, Copetonas Video Cable S.A., Dorrego Televisión S.A., Fintelco S.A., Indio Rico Cable Color S.A. Primera Red Interactiva de Medios Argentinos (PRIMA) S.A. (“Prima”), Cable Video SUR S.A., Wolves Televisión S.A. and Tres Arroyos Televisora Color S.A., whereby, on the effective date of the merger -October 1, 2016- (“Effective Date of the Merger”), the Company, as absorbing company, will continue with the operations of Copetonas Video Cable S.A., Dorrego Televisión S.A., Fintelco S.A., Indio Rico Cable Color S.A., Prima, Cable Video SUR S.A., Wolves Televisión S.A. and Tres Arroyos Televisora Color S.A. (the “Absorbed Companies”), thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Absorbed Companies will be dissolved without liquidation and Cablevisión S.A. will assume all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the Effective Date of the Merger, or any that may exist or arise due to previous or subsequent acts or activities.

At the Company’s Extraordinary Shareholders’ Meeting held on September 27, 2016, the shareholders approved, among other issues: (i) the Special Parent Company Only Financial Statements and the Special Merger Balance Sheet as of June 30, 2016, which were used as a basis for the execution of the Pre-Merger Commitment, and (ii) of the Pre-Merger Commitment executed on August 16, 2016 between the Company and the Absorbed Companies.

In view of the above, the Company made a filing with the National Communications Agency (“ENACOM”, for its Spanish acronym) in order to inform that Agency of the corporate reorganization to be implemented, and consequently registering under the name of the absorbing company, the “Area Authorizations” required to exploit Cable Television Services corresponding to Copetonas Video Cable S.A., Dorrego Televisión S.A., Indio Rico Cable Color S.A., Cable Video Sur S.A., and Tres Arroyos Televisora Color S.A. The license of Wolves Televisión S.A. was abandoned because the Company already has an Area Authorization in the jurisdiction where Wolves Televisión S.A. exploited the cable television service. In addition, Prima and the Company made a filing with the ENACOM in order to request that Agency to register the license that had been granted to Prima in favor of the Company as a consequence of the corporate reorganization process.

In addition, at the Extraordinary Shareholders’ Meeting held on September 27, 2016, the shareholders also unanimously approved: (i) the amendment of Article Three of the Bylaws in order to conform the core business of the Company to the new regulatory framework under Laws Nos. 27078 and 26522, and (ii) the amendment of Articles Nine and Ten of the Bylaws in order to eliminate the Executive Committee. Both amendments of the Bylaws were filed with the CNV for its approval.

On March 16, 2017, the CNV approved the merger of the Company with Copetonas Video Cable S.A., Dorrego Televisión S.A., Fintelco S.A., Indio Rico Cable Color S.A., Prima, Cable Video Sur S.A., Wolves Televisión S.A. and Tres Arroyos Televisora Color S.A.

At the Extraordinary Shareholders’ Meetings of CV B Holding S.A., Vistone S.A. and Southtel Holdings S.A.
—“The Direct Shareholders of the Company”- held on September 28, 2016, the shareholders approved the Pre-Merger Commitment executed between Grupo Clarín S.A. (“Grupo Clarín”), the Direct Shareholders of the Company and Compañía Latinoamericana de Cable S.A. (“CLC”), whereby, on the Effective Date of the Merger - October 1, 2016- Grupo Clarín, as absorbing company, continued with the operations of the “Direct Shareholders of the Company” and CLC, thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Direct Shareholders of the Company dissolved without liquidation and Grupo Clarín assumed all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the Effective Date of the Merger, or any that may exist or arise due to previous or subsequent acts or activities.

Once the public deed related to the Pre-Merger Commitment, the Company notified the ENACOM of the change in the shareholder structure of the Company, which will not entail a change of control under the provisions of Section 13 of Law No. 27078.

On September 28, 2016, the shareholders of Grupo Clarín, approved the merger by absorption of the Direct Shareholders of the Company and CLC. In addition, at such Shareholders’ Meeting, the shareholders of Grupo Clarín approved the partial spin-off for the creation of a new company domiciled in the City of Buenos Aires under the name “Cablevisión Holding S.A.”. The equity subject to the spin-off comprises the direct (upon the execution of the merger) and indirect equity interests of Grupo Clarín S.A. in Cablevisión S.A. and in GCSA Equity, LLC.

On April 27, 2017, both corporate processes (merger and partial spin-off for the creation a new company) were registered with the Inspección General de Justicia (“Superintendency of Corporations” or “IGJ”) and as from May 1, 2017, the controlling company of Cablevisión (directly and indirectly) is Cablevisión Holding S.A.
(See Note 7).

b) On March 31, 2017, the Company’s Board of Directors approved the Pre-Merger Commitment executed between the Company, NEXTEL COMMUNICATIONS ARGENTINA S.R.L. (“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. and Callbi S.A., whereby, as of the merger date —first day of the month following the registration with the IGJ (“Effective Date of the Merger”), Cablevisión, in its capacity as absorbing company, will continue with the operations of 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. and Callbi S.A. (the “Absorbed Companies”) thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Absorbed Companies dissolved without liquidation and Cablevisión assumed all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the Effective Date of the Merger, or any that may exist or arise due to previous or subsequent acts or activities. As of the date of these financial statements, Cablevisión and the Absorbed Companies have called for an Extraordinary Shareholders’ Meeting to consider the above-mentioned Pre-Merger Commitment, which was held and granted the corresponding definitive merger agreement.

On May 17, 2017, at the General Extraordinary Shareholders’ Meeting of the Company the shareholders unanimously decided to approve the merger of the Company (in its capacity as “Absorbing Company”) with its subsidiaries 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. and Callbi S.A. (in their capacity as “Absorbed Companies”). Under the above-mentioned corporate reorganization process, before the closing of this fiscal year, at the effective date of the reorganization as it was reestablished at this Shareholders’ Meeting, all the assets and liabilities, including the assets subject to registration, the rights and obligations that belong to the Absorbed Companies will be deemed to have been incorporated to the equity of the Company, in its capacity as Absorbing Company and successor. The Absorbed Companies will be dissolved without liquidation, and Cablevisión will continue with the operations of the Absorbed Companies.

NOTE 5 — DETAIL OF THE MAIN ITEMS OF THE SPECIAL PARENT COMPANY ONLY FINANCIAL STATEMENT FOR MERGER

The following is a breakdown of the main items of the Special Parent Company Only Financial Statement for Merger at March 31, 2017:

NON-CURRENT ASSETS

5.1. Property, Plant and Equipment

	03.31.2017

Buildings and land	249,991,569
Improvements to leased buildings	6,080,884
Installations, machinery and equipment	767,931,517
Furniture and fixtures	13,458,459
Vehicles	211,648,075
Tools	41,323,426
Cables, cable laying and assets under loan for use	7,159,707,203
Work in progress	3,250,196,539
Material	4,396,555,926
	16,096,893,598
Allowance for obsolescence of material	(34,428,520	)
Total	16,062,465,078

5.2. Intangible Assets

		03.31.2017

Trademarks		14,982,430
Software		28,373,173
Other		118,093
Total		43,473,696

5.3. Goodwill

		03.31.2017
Cost
Cablevisión Business		2,892,848,578
Total		2,892,848,578

Allocation of goodwill to cash generating units

For the purpose of prove its impairment, goodwill was allocated to the following groups of cash generating units (“CGU”):

		03.31.2017

Uruguay operation		15,578,824
Argentina operation		2,877,269,754
		2,892,848,578

5.4. Deferred tax asset

	03.31.2017

Trade receivables and other receivables	163,610,307
Taxes payable	3,201,233
Provisions and other charges	112,554,162
Accounts payable and others	6,921,967
Bank and financial debt	(198,327	)
Other payables	75,713,531
Other temporary differences	(26,678,212	)
Property, plant and equipment and intangible assets-net	(284,876,805	)
Total deferred tax assent, net	50,247,856

5.5. Investments in subsidiaries and associated companies

Companies		Valuation at 03.31.2017 (1)
Pem S.A.		54,769,986
Cable Imagen S.R.L.		9,431,604
Televisión Dirigida S.A.		1,609,965,442
Adesol S.A.		1,087,871,824
Ver T.V. S.A.		164,428,936
Teledifusora San Miguel Arcángel S.A.		72,851,322
La Capital Cable S.A.		32,010,576
Nextel		2,482,787,452
Other investements valued at equity method		17,136,526
Other goodwill in associated		7,285,858
Total		5,538,539,526

(1) In certain cases, the equity value does not correspond to the related shareholders’ equity due to: (i) adjustments of the shareholders’ equity of the subsidiaries and/or associates to the Company’s accounting criteria, as required under international standards, and (ii) adjustments of net assets to fair market value in the case of acquisitions made by the Company.

5.6. Investments

		03.31.2017

Other placements		359,560,897
Total		359,560,897

5.7. Other receivables

		03.31.2017

National tax credits		10,273,600
Provincial tax credits		856,316
Other debtors		2,634,301
Prepaid expenses		11,941,384
Advances to suppliers		285,014,192
Other		2,367,895
Total		313,087,688

CURRENT ASSETS

5.8. Inventories

		03.31.2017

Resale goods		9,411,468
Computer equipment held by third parties		2,851,160
Total		12,262,628

5.9. Trade receivables

	03.31.2017

Ordinary	1,832,916,994
Related parties (Note 6)	69,085,154
Other	144,151
Allowance for bad debts	(249,836,612	)
Total	1,652,309,687

5 .10. Other receivables

		03.31.2017

National tax credits		97,374,662
Provincial tax credits		20,856,632
Related parties (Note 6)		139,375,331
Prepaid expenses		566,290,222
Advances to suppliers		31,942,775
Judicial deposits		19,783,800
Advances to employees		4,383,107
Other debtors		6,906,102
Deposits in guarantee		43,886,286
Other		45,153,017
Total		975,951,934

5.11. Investments

		03.31.2017

Mutual funds		1,855,688,253
Notes and bonds		61,416,553
Fixed-term deposit		13,723,322
Total		1,930,828,128

5.12. Cash and banks

		03.31.2017

Cash in local currency		1,166,956
Cash in foreign currency		229,350
Banks in local currency		344,808,573
Banks in foreign currency		280,393,639
To be deposited		11,688,564
Total		638,287,082

NON-CURRENT LIABILITIES

5.13. Bank and financial debt

	03.31.2017

Cablevisión Notes - principal	7,695,000,000
Measurement of financial debt at present value	(71,923,282	)
For purchase of equipment - principal	625,103,091
Bank loans - principal	144,101,479
Total	8,392,281,288

5.14. Provisions and other charges

		03.31.2017

Provisions for lawsuits and contingencies		330,087,216
Accrual for asset retirement		13,447,009
Total		343,534,225

5.15. Taxes payable

		03.31.2017

National taxes		4,488,472
Total		4,488,472

5.16. Other payables

		03.31.2017

Revenues to accrue		109,188,003
Total		109,188,003

CURRENT LIABILITIES

5.17. Bank and financial debt

		03.31.2017

Debt with related companies - principal (Note 6)		11,813,531
For purchase of equipment - principal		753,972,417
Accrued interest		160,017,517
Measurement of financial debt at present value		25,825,016
Bank loans - principal		66,339,846
Total		1,017,968,327

5.18. Taxes payable

		03.31.2017

National taxes		2,262,465,112
Provincial taxes		11,716,609
Municipal taxes		56,591,154
Total		2,330,772,875

5.19. Other payables

		03.31.2017

Dividends payable — Related parties (Note 6)		1,381,174,334
Dividends payable — Other		231,287,459
Creditors from acquisition of companies - Related parties (Note 6)		1,160,384,005
Fees to directors and syndics		1,055,030
Revenues to accrue		105,716,747
Other		252,794
Total		2,879,870,369

5.20. Accounts payable and others

		03.31.2017

Suppliers		1,431,254,466
Commercial accruals		1,152,857,605
Related parties (Note 6)		226,125,384
Social accruals		1,104,190,327
Total		3,914,427,782

NOTE 6 — BALANCE WITH RELATED PARTIES

Below are the principal balances between the Company and related parties at March 31, 2017:

Company	Items	03.31.2017

Direct and indirect shareholders

Grupo Clarín S.A.	Other receivables	1,453,305
	Investments	359,560,897
	Other payables	(549,426,667	)

VLG Argentina LLC	Other payables	(821,080,000	)

Company	Items	03.31.2017
Subsidiaries and Associated

PEM S.A.	Other receivables	180,183
	Bank and financial debt	(4,852,518	)
	Other payables	(13,951,672	)

La Capital Cable S.A.	Other receivables	24,854,575
	Bank and financial debt	(8,595,096	)

Otamendi Cable Color S.A.	Other receivables	20,566

Televisión Dirigida S.A.	Other receivables	103,885,575
	Other payables	(1,157,100,000	)

Telemas S.A.	Other receivables	1,889,886

Televisora Privada del Oeste S.A.	Other receivables	111,882

Teledifusora San Miguel Arcángel S.A.	Other receivables	105,666

Ver TV S.A.	Other receivables	687,695

Audomar S.A.	Other receivables	50,052

AVC Continente Audiovisual S.A.	Other receivables	3,100,681

Cable Imagen S.R.L.	Accounts payable and others	(9,000,962	)

CV Berazategui S.A.	Accounts payable and others	(18,433,884	)

Ultima Milla S.A.	Accounts payable and others	(4,995,688	)

Nextel	Accounts payable and others	(1,932,021	)

Skyonline Argentina S.A.	Other receivables	390,958

Netizen S.A.	Other receivables	2,550,844

Below are the principal balances between the Company with other related parties March 31, 2017:

Company	Item	03.31.2017

Other related parties

	Other receivables	93,463
	Trade receivables	69,085,154
	Accounts payable and others	(191,762,829	)

Agreements with shareholders

On June 28, 2008, Cablevisión and Grupo Clarín executed a supplementary agreement to the technical assistance agreement, effective as of September 26, 2006, whereby they amended the volume of the services rendered by Grupo Clarín and the mechanism used to determine that company’s annual fee.

On January 6, 2017, the agreement was amended, setting Grupo Clarín’s annual fees.

NOTE 7 — SHARE CAPITAL

		03.31.2017

Share Capital		1,200,000,000
		1,200,000,000

The issued share capital consists of:

		03.31.2017

Fully paid-in common shares		120,000
		120,000

At the Extraordinary Shareholders’ Meeting held on January 12, 2016, the shareholders of the Company decided, among other things, i) to cancel 207,157 Class B common book-entry treasury shares with a nominal value of Ps. 1 representing 0.1% of the capital stock and votes of the Company; and, consequently, to reduce the capital stock by Ps. 207,157, (ii) to ratify the amendment of Section 4 of the Bylaws approved by the shareholders at the Extraordinary Shareholders’ Meeting held on June 30, 2014, which, among other things, had amended the nominal value of shares from Ps. 1 to Ps. 10,000 and (iii) delegate on the Board of Directors the power to determine and establish the time, form and conditions of the shares representing the new capital stock to be issued, as well as the payment in cash of the fractions, if any.

In light of the above, on June 29, 2016, the Board of Directors completed the implementation of the payment in cash of the fractions and the change in the nominal value and, therefore, the Company’s capital stock now amounts to Ps. 197,300,000 represented by 19,730 shares, of which i) 15,785 are Class A book entry shares, with nominal value of Ps. 10,000 each and entitled to one vote per share, and ii) 3,945 are Class B book entry shares, with nominal value of Ps. 10,000 each and entitled to one vote per share. At the same meeting of the Board of Directors, new shares were issued.

Subsequently, at the Extraordinary Shareholders’ Meeting held on June 30, 2016, the shareholders decided to capitalize in full the following accounts, (i) the Paid-in Capital for Ps. 134,234,500, ii) the merger surplus for Ps. 2,894,151; iii) the partial capitalization of the “Optional Reserve to Maintain the Company’s Level of Capital Expenditures and its Current Solvency Level” for Ps. 865,571,349, thus increasing the capital stock from Ps. 197,300,000 to Ps. 1,200,000,000 through the issuance of 100,270 new common book-entry shares with nominal value of Ps. 10,000 and entitled to one vote per share, of which 80,221 will be Class A common book-entry shares and 20,049 will be Class B common book-entry shares. On March 14, 2017, the capital increase was registered in IGJ.

On May 2, 2017, the Company received a communication sent by Grupo Clarín and Cablevisión Holding S.A. whereby the two companies informed the Company that, pursuant to the spin-off and incorporation process initiated by Grupo Clarín, with effective as from May 1, 2017, Grupo Clarín’s participation in the Company was allocated to Cablevisión Holding S.A. (the “Spin-off and Incorporation”). As a result, the Company’s Board of Directors proceeded to take account of the Spin-off and Incorporation and decided the issuance of the shares, whereby Cablevisión Holding S.A. became the holder of 34,425 Class A shares and 6,782 Class B shares.

The following table shows the Company’s shareholders. The principal shareholders of the Company do not have different or preferred voting rights with respect to the shares owned by them.

Shareholders	Number of Shares	% of Share Capital
Cablevisión Holding S.A. (1)	34,425	28.7
VLG Argentina, LLC (1)(3)	61,581	51.3
Fintech Media LLC (2)	17,212	14.3
Cablevisión Holding S.A (2)	6,782	5.7
Total	120,000	100.0

(1) Class A Shares.

(2) Class B Shares.

(3) Cablevisión Holding S.A holds a 50% equity interest in VLG Argetina LLC.

NOTE 8 — RESERVES, ACCUMULATED RESULTS AND DIVIDENDS

		03.31.2017
Legal Reserve		240,000,000
Voluntary Reserve (1)		6,898,436,100
Special reserve — Application of IFRS		42,775,870
Accumulated Results		1,874,143,718
Other Reserve (2)		1,221,975,749
		10,277,331,437

(1) As of March 31, 2017, includes Ps. 151 million of voluntary reserve for future distributions of dividends and Ps. 6,747.4 million of voluntary reserve to maintain the level of investments in fixed assets and the current level of solvency of the Company.

(2) Corresponds to comprehensive Income.

1. Cablevisión

On March 30, 2017, at the Company’s Annual General Ordinary and Extraordinary Shareholders’ Meeting, its shareholders decided to appropriate the net income for the year ended December 31, 2016, of Ps. 4,045,337,263, according to the following detail: (i) Ps. 1,600,000,000 to the distribution of cash dividends payable to shareholders in proportion to their shareholdings, in pesos or U.S. dollars in two installments, the first of which to be paid within thirty days of the Shareholders’ Meeting and the second to be paid on December 31, 2017 or earlier date to be determined by the boar, delegating on the board the time and form of payment, (ii) Ps. 200,479,147 to the increase in the Legal Reserve, and (iii) Ps. 2,244,858,116 to the Voluntary Reserve to maintain the Company’s level of capital expenditures and its current solvency level. As of the date of issuance of these financial statements the Company has paid Ps. 800,000,000 of its distributed dividends.

2. Subsidiaries

On December 22, 2016, Adesol S.A. executed a call option agreement (the “Call Option Agreement”) with the majority shareholder of the special purpose entities (see Note 2.4.1 to the Consolidated Financial Statements as of December 31, 2016), whereby, Adesol has the right to exercise, until December 31, 2021, the irrevocable call option on the shares of those companies (the “Call Option”). If it exercises the Call Option, the purchase price has been preliminarily established in the amount of Ps. 127,600,002, subject to an eventual adjustment in case certain circumstances provided under the Call Option Agreement occur.

In addition to the execution of the Call Option Agreement, Adesol S.A. paid to the grantor an option premium under the Call Option in the amount of Ps. 44,660,000. If Adesol S.A. does not exercise the Call Option, the seller shall irrevocably retain the amount paid by Adesol S.A., and the agreement will be terminated.

If it exercises the Call Option, the assignment, sale and transfer of the shares in favor of Adesol S.A. shall be subject, as condition precedent, to the approval by the Communication Services Regulatory Agency of the Republic of Uruguay.

During the month of February 2017, the subsidiary Ver T.V. S.A. voted dividends of Ps. 77.1 million of which Ps. 37.8 million correspond to the Company according to its pro rata participation. As of the date of these financial statements, the aforementioned dividends were paid.

NOTE 9 — REGULATORY FRAMEWORK

9.1. Nextel

9.1.1 Other requests for authorization filed with the ENACOM

On June 22, 2016, Nextel made a filing with the ENACOM in order to request authorization for direct and indirect share transfers that would imply a direct and/or indirect change of control in favor of Nextel, pursuant to Section 13 of Law No. 27078, with respect to the licensees of telecommunication services listed below:

· Fibercomm S.A.

· Trixco S.A.

· Callbi S.A.

· Infotel S.A.

· Skyonline de Argentina S.A.

· Netizen S.A.

· Eritown Corporation Argentina S.A.

Within the required term, on January 6, 2017, the ENACOM issued Resolution No. 111/2017, which under Section 1 authorizes the share transfers mentioned above.

The filing made on June 22, 2016 also included a request to change the allocation of a portion of the spectrum that corresponds to the licensees acquired by the Company in order to render 4G services, which was not addressed in ENACOM Resolution No. 111/2017.

Notwithstanding the foregoing, taking into consideration the new regulations provided under Decree No. 1340/16 and Resolution No. 171/2017 issued by the Ministry of Communications, Nextel reformulated the original request in accordance with the new effective regulations, thus initiating a new administrative file. In this last filing, Nextel finally requested:

· The beginning of a Refarming process with Economic Compensation as provided under Resolution No. 171/2017;

· The authorization of the agreements executed by Nextel with the licensees acquired by the Company to operate the services registered by Nextel with the portion of the spectrum allocated to those licensees to render their respective services;

· The approval of the registration by Nextel of the Advanced Mobile Telecommunications Service; and,

· The authorization of the change that would allow that company:

· To change the allocation and channeling on a primary basis of the 905-915 MHz and 950-960 MHz bands to render advanced mobile communication services at national level with primary status; and,

· To enhance the allocation of the frequency bands and change the channeling of the 2500 MHz band to the 2690 MHz band to render advanced mobile communication services at national level with primary status.

By means of Resolution ENACOM No. 1033/2017, the ENACOM provided for the use of the frequency bands between 905 and 915 MHz and between 950 and 960 MHz for the rendering of the ADVANCED MOBILE COMMUNICATIONS SERVICE (“SCMA”) and by means of Resolution ENACOM No. 1034/2017, the ENACOM provided for the use of the frequency band between 2500 and 2690 MHz for the provision of SCMA, in addition to the current services when their coexistence is possible.

By means of Resolution ENACOM No. 1299/2017 approves the project for Refarming with Economic Compensation, filed by that company to provide Advanced Mobile Communication Services in the frequencies that had been subject to change in allocation pursuant to ENACOM Resolutions No. 1033 and 1034/2017.

In addition, the ENACOM decided to register Nextel as provider of Advanced Mobile Communication Services in the Registry of Services; and to authorize the use of above-mentioned frequencies.

In the same resolution and as part of the authorization, that agency imposed additional Coverage Obligations on Nextel.

It also imposes two obligations that must be fulfilled prior to initiating the rendering of Advanced Mobile Communication Services: (i) the return of the proposed radio-electric spectrum; and (ii) the creation of a guaranty

issued in favor of and satisfactory to ENACOM for an amount equal to the value of the radio-electric spectrum that is subject to return.

The Resolution also orders that Nextel shall post a performance bond to guarantee the obligations and responsibilities undertaken by that company to be issued in favor and to the satisfaction of the ENACOM for the amount and under the terms that shall be set forth in the contract to be executed with the ENACOM. That contract shall establish, in addition to the economic compensation to be paid by Nextel, the terms, conditions, goals, obligations and other matters inherent to the rendering of the Advanced Mobile Communication Services authorized by that agency to which Nextel shall be bound.

On April 12, 2017, Nextel executed with the ENACOM the above-mentioned agreement. On April 28, 2017, pursuant the Agreement executed with the ENACOM, Nextel transferred to that agency the “economic compensation” of Ps. 478,240,214, established by the ENACOM on April 26, 2017. In another agreement also executed on April 12, 2017, Nextel accepted and expressly consented to the authorization granted to the Chairman of the ENACOM to decide on, within a term of 2 years as from the date of the agreement, the replacement with economic compensation -to be borne by Nextel- of certain channels of the 2500-2690 MHz frequency bands for frequencies in other bands, as established under Article 7 of ENACOM Resolution No. 1034/2017.

Also, on May 5, 2017, Nextel posted the performance bond provided under the agreement in order to guarantee: (i) compliance with the coverage obligations in the localities ordered by ENACOM; and (ii) the return of compromised radio spectrum.

Through Resolution No. 3909-E/2017 published on May 24, 2017, the ENACOM decided to record the agreements described in the previous paragraph.

NOTE 10 — PROVISIONS AND OTHER CHARGES

10.1. Legal and administrative processes and other commitments

a) The Secretary of Domestic Trader (“SCI”) through its 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 estimate 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) between March 8 and March 22, 2010. Cable television operators must adjust such amount semi-annually and inform the result of such adjustment to said Office.

Even though as of the date of these financial statements, the Company cannot assure the actual impact of the application of this formula, given the vagueness of the variables provided by the Resolution to calculate the monthly subscription prices, the Company believes that Resolution No. 50/10 is arbitrary and bluntly disregards its freedom to contract, which is part of the right to freedom of industry and trade. Therefore, the Company has filed the pertinent administrative claims and has brought the necessary legal actions requesting the suspension of the Resolution’s effects and ultimately requesting its nullification.

Even though the Company and/or some of its subsidiaries, like other companies in the industry, have strong constitutional arguments to support their position, it cannot be assured that the final outcome of this issue will be favorable. Therefore, the Company may be forced to modify the price of its pay television subscription, a situation that could significantly affect the revenues of its core business. This creates a general framework of uncertainty over the Company’s business that could significantly affect the recoverability of its relevant assets. Notwithstanding the foregoing, as of the date of these parent company only financial statements, in accordance with the decision rendered on August 1, 2011 in re “LA CAPITAL CABLE S.A. c/ Ministerio de Economía-Secretaría de Comercio Interior de la Nación”, the Federal Court of Appeals of the City of Mar del Plata has 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). Upon being served on the SCI and the Ministry of Economy on September 12, 2011 such decision became fully effective and may not be disregarded by the SCI. The National Government filed an appeal against the decision rendered by the

Federal Court of Appeals of Mar del Plata to have the case brought before the Supreme Court. Such appeal was dismissed and so the National Government filed a direct appeal with the Supreme Court, which has also been dismissed.

On June 1, 2010, the SCI imposed a Ps. 5 million fine on the Company alleging that it had failed to comply with the information regime set forth by Resolution No. 50/10 and invoking the Consumer Defense Law to impose such penalty. The fine was appealed and submitted to the Federal Court of Appeals on Administrative Matters, Chamber No. 5 which decided to reduce the fine to Ps. 300,000. The Company appealed this decision by filing an extraordinary appeal with the Supreme Court of Argentina.

On March 10, 2011 SCI Resolution No. 36/11 was published in the Official Gazette. This resolution falls within the framework of SCI Resolution No. 50/10. Resolution No. 36/11 sets forth the parameters to be applied to the services rendered by Cablevisión to its subscribers from January through April 2011. These parameters are as follows: 1) the monthly basic subscription price shall be of Ps. 109 for that period; 2) the price of other services rendered by Cablevisión should remain unchanged as of the date of publication of the resolution; and 3) the promotional benefits, existing rebates and/or discounts already granted as of that same date shall be maintained. The resolution also provides that Cablevisión shall reimburse users for any amount collected above the price set for that period.

The Company believes that Resolution No. 36/11 is illegal and arbitrary, since it is grounded on Resolution 50/10, which is absolutely null and void. Since the application of Resolution No. 50/10 has been suspended, the application of Resolution No. 36/11, which falls within the framework of the former, is also suspended.

The claim filed by the Company seeking the nullification of Resolution No. 50/10 is currently pending before the Federal Administrative Court of First Instance No. 7 of the City of Buenos Aires. This claim was dismissed in view of the claim pending in the City of Mar del Plata.

Subsequently, the SCI issued Resolutions Nos. 65/11, 92/11, 123/11, 141/11, 10/11, 25/12, 97/12, 161/12, 29/13, 61/13, 104/13, 1/14, 43/14 and 93/14 pursuant to which the SCI extended the effectiveness of Resolution No. 36/11 up to and including September 2014, and adjusted the cable television subscription price to Ps. 152. The Company believes, however, that given the terms under which the Federal Court of the City of Mar del Plata granted the preliminary injunction, that is, ordering the SCI to suspend the application of Resolution No. 50/10 with respect to all cable television licensees represented by ATVC (among them, the Company and its subsidiaries), and also given the fact that Resolutions No. 36/11, 65/11, 92/11, 123/11, 141/11, 10/11, 25/12, 97/12, 161/12, 29/13, 61/13, 104/13, 1/14, 43/14 and 93/14 merely apply of Resolution No. 50/10, the Company continues to be protected by said preliminary injunction, and therefore, the ordinary course of its business will not be affected.

On April 23, 2013, the Company was served notice of a decision rendered in re “Defensor del Pueblo de Buenos Aires c/Cablevisión S.A. s/Amparo Ley 16986 (Incidente de Medida Cautelar)” pending before Federal Court No. 2, Civil Clerk’s Office No. 4 of the City of La Plata, in connection with the price of cable television subscriptions, whereby the court imposed a cumulative fine of Ps. 100,000 per day on the Company.

The Company appealed the fine on the grounds that, Resolution No. 50/10 issued by Mr. Moreno, as well as its extensions and/or amendments, were suspended, as mentioned above, by an injunction with respect to the Company and its branches and subsidiaries prior to the imposition of the fine, pursuant to the collective injunction issued by the Federal Court of the City of Mar del Plata on August 1, 2011 in re “La Capital Cable y Otros c/ Estado Nacional y Otros s/ Medida Precautoria”. That injunction suspended the application of all the criteria set by the Secretariat of Domestic Trade under Mr. Guillermo Moreno.

The Federal Court of Appeals of the City of La Plata reduced the fine to Ps. 10,000 per day. The Company filed an appeal against that decision in due time and form. On October 16, 2013, the Court of Appeals dismissed the appeal filed by the Company. On that same date, the Company settled the fine in the amount of Ps. 1,260,000 and compliance was recorded in the file.

On June 11, 2013, the Company was served notice of a resolution rendered in the abovementioned case, whereby the court ordered the appointment of an expert overseer (perito interventor) specialized in economic sciences to: (i) verify whether or not the invoices corresponding to the basic cable television subscription issued by the Company to subscribers domiciled in the Province of Buenos Aires, are actually prepared at the headquarters located at Gral. Hornos 690, and/or at the Company’s branch offices, precisely detailing that process, (ii) identify the individuals responsible for that area, (iii) determine whether or not the administrative actions tending towards the effective compliance with the injunction issued on that case are underway, and (iv) identify the senior staff of the Company that must order the invoice issuance area to prepare the invoices as decided under that injunction.

The Company timely appealed the appointment of said expert on the same grounds stated above. This appeal is also pending before the Federal Court of Appeals of the City of La Plata.

For the purposes of enforcing the injunction, the court issued letters rogatory to the competent judge of the City of Buenos Aires. Upon the initiation of that proceeding, both the Federal Court on Administrative Matters and the Federal Court on Civil and Commercial Matters declined jurisdiction to enforce the injunction ordered by the Federal Judge of La Plata. The Company has appealed the decision in connection with the lack of jurisdiction in due time and form. Chamber No. 1 of the Federal Court of Appeals on Civil and Commercial Matters confirmed the appealed decision. Accordingly, the Company will file an extraordinary appeal in due time and form.

It should be noted that, in light of the corporate reorganization, both parties requested the suspension of the procedural terms for 180 days. The judge granted such request. Therefore, the procedural terms were suspended until December 11, 2014. Given the decision rendered by the Supreme Court of Argentina in re “Municipality of Berazategui v. Cablevisión” mentioned below, the procedural periods remain suspended until the Federal Court of Mar del Plata renders a decision thereon.

The file initiated by the Ombudsman before the Federal Court of La Plata, was sent to Mar del Plata, as established by the decision rendered in re Municipality of Berazategui v. Cablevisión referred to below, ordering that the preliminary injunction be revoked because it contradicts the injunction ordered in the proceeding initiated by ATVC.

After the Federal Court of the City of Mar del Plata issued its injunction, several Municipal Offices of Consumer Information (“OMIC”, for its Spanish acronym) and several individuals filed claims requesting that the Company comply with Resolution No. 50/10 and the subsequent resolutions that extended its effectiveness. In some cases, preliminary injunctions were granted. In every case, the Company appealed such preliminary injunctions alleging that Resolution No. 50/10, as amended, and/or the subsequent resolutions that extended its effectiveness, had been suspended with respect of the Company, its branches and subsidiaries prior to the issuance of such preliminary injunctions.

On September 23, 2014, the Court rendered a decision in re “Municipalidad de Berazategui c/ Cablevisión” ordering that the cases related to these resolutions continue under the jurisdiction of the Federal Court of Mar del Plata that had issued the decision on the collective action in favor of ATVC.

Decisions made on the basis of these special parent company only financial statement should consider the eventual impact that the above-mentioned resolutions might have on the Company and its subsidiaries, and the Company’s special parent company only financial statement should be read in light of such uncertainty.

NOTE 11 — APPROVAL OF THE SPECIAL PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR MERGER

These special parent company only financial statement have been approved by the Board of Directors of the Company and their issue has been authorized for June 30, 2017.

Exhibit 5

Annex II

Unaudited* Special Merger Consolidated Financial Statements as of March 31, 2017.

* The special merger financial statements attached hereto were prepared to comply with local Argentine laws. Such financial statements were not audited in accordance with PCAOB Standards or US GAAS and do not comply with SEC requirements.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

UNAUDITED SPECIAL MERGER CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2017

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

UNAUDITED SPECIAL MERGER CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2017

INDEX

Special Merger Consolidated Financial Statements Position

Notes to the Special Merger Consolidated Financial Statements

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

TELECOM ARGENTINA S.A.

(Surviving company)

Legal address : Alicia Moreau de Justo 50 - Ciudad Autónoma de Buenos Aires

Main activity of the Company : the provision, directly or through third parties or associated with third parties, of ICT Services, whether fixed, mobile, wired, wireless, national or international, with or without own infrastructure, within the framework of the applicable licenses, and the provision of Audiovisual Communication Services. Provision, leasing, sale and marketing, of any kind, of equipment, infrastructure, goods and services of any kind, related or complementary to the ICT Services and Audiovisual Communication Services. Execution of works and provision of all kinds of services related to the ICT Services and Audiovisual Communication Services.

Date of registration in the IGJ :

Of the bylaws: July 13, 1990

Of the last amendment: May 23, 2017 (registration in process. Note 7.a.1)

Date of expiration of the bylaws : July 13, 2089

Controlling company : Nortel Inversora S.A.

Controlling company’s equity interest over outstanding shares and voting rights as of March 31, 2017 : 55.60%

CAPITAL STOCK

as of March 31, 2017

(in Argentine pesos)

	Registered, subscribed and authorized for offering
Type of shares	Outstanding shares	Treasury shares	Total capital stock
Ordinary shares of $1 argentine peso of nominal value each and entitled to one vote each:
Class “A”	502,034,299	—	502,034,299
Class “B”	466,890,558	15,221,373	482,111,931
Class “C”	234,748	—	234,748
Total	969,159,605	15,221,373	984,380,978

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

CABLEVISIÓN S.A.

(Absorbed company)

Legal address : Gral. Hornos 690 — Autonomous City of Buenos Aires

Main activity of the Company : Provision of ICT Services, be they fixed, mobile, wired, wireless, national or international services, with or without own infrastructure, and provision of Audiovisual Communication Services. Provision, lease, sale and marketing, under any title, of equipment, infrastructure, goods and services of any type, related or supplementary to TIC services and to Audiovisual Communication Services. Execution of works and provision of any class of services related to TIC Services and to Audiovisual Communication Services. Investments and Financial Transactions.

Date of registration in the IGJ :

Of the bylaws: August 29, 1979

Of the last amendment: March 14, 2017

Date of expiration of the bylaws : August 29, 2078

Controlling company : Cablevisión Holding S.A. (See Note 4.c))

Controlling company’s equity interest over capital stock and voting rights (direct and indirect) as of March 31, 2017 : 60.00% (See Note 4.c))

CAPITAL STOCK

as of March 31, 2017

(in Argentine pesos)

		Registered and subscribed
Type of shares		Total Outstanding shares
Ordinary shares of $10,000 argentine peso of nominal value each and entitled to one vote each:
Class “A”		960,060,000
Class “B”		239,940,000
Total		1,200,000,000

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

SPECIAL MERGER CONSOLIDATED FINANCIAL STATEMENT POSITION
AS OF MARCH 31, 2017

(In millions of Argentine pesos)

	Column I	Column II	Column III		Column IV		Column V
	Telecom Argentina (a)	Cablevisión (a)	Reclassifications (b)		Elimination of intercompany balances and effect of stock exchange		Total combined
ASSETS
Current Assets
Cash and cash equivalents	230	638	1,625		—		2,493
Investments	185	1,931	(1,625	)	—		491
Trade receivables	2,318	1,652	—		(3	)	3,967
Other receivables	315	977	—		—		1,292
Inventories	13	12	—		—		25
Total current assets	3,061	5,210	—		(3	)	8,268
Non-Current Assets
Trade receivables	10	—	—		—		10
Other receivables	76	313	—		—		389
Income tax assets	770	50	—		—		820
Investments	11,853	360	5,539		—		17,752
Investments in subsidiaries and associated	—	5,539	(5,539	)	—		—
Goodwill	—	2,893	—		—		2,893
Property, plant and equipment (“PP&E”)	11,809	16,062	—		—		27,871
Intangible assets	402	43	—		—		445
Total non-current assets	24,920	25,260	—		—		50,180
TOTAL ASSETS	27,981	30,470	—		(3	)	58,448
LIABILITIES
Current Liabilities
Trade payables	2,267	3,914	(1,104	)	(3	)	5,074
Deferred revenues	720	—	106		—		826
Financial Debt / Bank account and Financial Debt	30	1,018	—		—		1,048
Salaries and social security payables	1,246	—	1,104		—		2,350
Income tax payables	375	—	2,038		—		2,413
Other taxes payables/Taxes payables	172	2,331	(2,038	)	—		465
Other liabilities	59	2,881	(106	)	—		2,834
Provisions	244	—	—		—		244
Total current liabilities	5,113	10,144	—		(3	)	15,254
Non-Current Liabilities
Deferred revenues	415	—	109		—		524
Financial Debt / Bank account and Financial Debt	—	8,392	—		—		8,392
Salaries and social security payables	174	—	—		—		174
Income tax payables	6	—	—		—		6
Other taxes payables/Taxes payables	—	4	—		—		4
Other liabilities	183	109	(109	)	—		183
Provisions	817	344	—		—		1,161
Total non-current liabilities	1,595	8,849	—		—		10,444
TOTAL LIABILITIES	6,708	18,993	—		(3	)	25,698

(a) As included in the Special Merger Individual Financial Statements of each company approved by their respectives Board of Directors on June 30, 2017. See Note 2.

(b) Reclassification of Cablevisión’s balances in order to adapt the disclosure to the criteria of the Surviving company. See Note 2.

The accompanying notes are an integral part of this Special Merger Consolidated Statement of Financial Position.

Alejandro Alberto Urricelqui		Mariano Ibáñez
Chairman of Cablevisión S.A.		Chairman of Telecom Argentina S.A.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

SPECIAL MERGER CONSOLIDATED FINANCIAL STATEMENT POSITION
AS OF MARCH 31, 2017

(cont.)

(In millions of Argentine pesos)

	Column I		Column II	Column III	Column IV		Column V
	Telecom Argentina (a)		Cablevisión (a)	Reclassifications (b)	Elimination of intercompany balances and effect of stock exchange		Total combined
EQUITY
Capital Stock — Outstanding shares	969		1,200	—	(15	)	2,154
Inflation adjustment of capital stock — Outstanding shares	2,646		—	—	—		2,646
Capital Stock — Treasury shares	15		—	—	—		15
Inflation adjustment of capital stock — Treasury shares	42		—	—	—		42
Treasury shares acquisition cost	(461	)	—	—	—		(461	)
Contributed surplus	—		—	—	15		15
Legal reserve	734		240	—	—		974
Special reserve for IFRS implementation	351		43	—	—		394
Voluntary reserve for capital investments	3,191		—	—	—		3,191
Voluntary reserve for future investments	2,904		—	—	—		2,904
Voluntary reserve for future dividends payments	4,272		—	—	—		4,272
Voluntary reserve for future dividends distribution	—		151	—	—		151
Voluntary reserve for maintaining the level of capital investments and solvency of the company	—		6,747	—	—		6,747
Other comprehensive results	680		1,222	—	—		1,902
Retained earnings	5,930		1,874	—	—		7,804
TOTAL EQUITY	21,273		11,477	—	—		32,750
TOTAL LIABILITIES AND EQUITY	27,981		30,470	—	(3	)	58,448

(a) As included in the Special Merger Individual Financial Statements of each company approved by their respectives Board of Directors on June 30, 2017. See Note 2.

(b) Reclassification of Cablevisión’s balances in order to adapt the disclosure to the criteria of the Surviving company. See Note 2.

The accompanying notes are an integral part of this Special Merger Consolidated Statement of Financial Position.

Alejandro Alberto Urricelqui		Mariano Ibáñez
Chairman of Cablevisión S.A.		Chairman of Telecom Argentina S.A.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

NOTES TO THE SPECIAL MERGER CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2017 (*)

(In millions of Argentine pesos or otherwise expressly indicated)

INDEX

Note	Concept	Page

	Glossary of terms	6
1	Purpose of the Special Merger Consolidated Financial Statements	7

2	Basis of consolidation of the Special Merger Consolidated Financial Statements	7

3	Basis of preparation of the Special Merger Consolidated Financial Statements and significant accounting policies	8

4	Telecom Group and its Controlling Companies Corporate Reorganization and Cablevisión Reorganization	9

5	Exchange Ratio	11

6	Merger Effective Date and Conditions Precedent	13

7	Subsequent events to March 31, 2017	13

(*) By convention, the definitions used in the notes are found in the Glossary of terms.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

GLOSSARY OF TERMS

The following explanations are not intended as technical definitions, but to assist the general reader to understand certain terms as used in these Special Merger Consolidated Financial Statements.

ADS: American Depositary Shares.

Cablevisión / Absorbed company: Cablevisión S.A.

CLC: Compañía Latinoamericana de Cable S.A.

CNV: “Comisión Nacional de Valores” The Argentine National Securities Commission.

Company / Telecom Argentina / Surviving company: Telecom Argentina S.A.

CVH: Cablevisión Holding S.A.

ENACOM: The Regulatory Authority, the National Communications Agency.

ENACOM Authorization: Resolution issued by the ENACOM authorizing: i) the Merger and ii) the registration of the records, resources, assignations, permits, frequencies and authorizations held by Cablevisión and/or the companies absorbed by it under the Argentine Digital Sole License held by Telecom Argentina.

ENTel: “Ente Nacional de Telecomunicaciones” National Telecommunications Entity which operated the telecommunications system in Argentina prior to the transfer from the Argentine government to Telecom Argentina.

Final Merger Agreement: Final merger agreement to be signed between Telecom Argentina and Cablevisión for purposes of implementing this Merger, pursuant to the terms of Sections 82, 83 et seq. of the LGS and the terms of the Preliminary Merger Agreement

Fintech: Fintech Telecom LLC, Sofora’s controlling company.

Grupo Clarín: Grupo Clarín S.A.

IASB: International Accounting Standards Board.

ICT: 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. Each service is subject to its specific regulatory framework

IFRS: International Financial Reporting Standards.

IGJ: “ Inspección General de Justicia ” the General Agency of Corporations.

LGS: “ Ley General de Sociedades ” The Argentine Corporations Law No. 19,550 and amendments.

Merger: Merger by absorption of Cablevisión, as Absorbed company, by Telecom Argentina as Surviving company, pursuant and subject to the terms of Sections 82 and 83 of the LGS, and within the tax framework provided by Sections 77 et seq. of Law No. 20,628 of Income Tax and Section 105 of its regulatory Decree No.1,344/1998, and the terms of this Preliminary Merger Agreement.

Merger Effective Date: The date on which the Chairmen of the Board of Directors of the Parties execute a minute reflecting the transfer of operations, in which the following is recorded in writing: (i) Telecom Argentina has set up its technical-operational systems to assume Cablevisión’s operations and activities; and (ii) as of the Merger Effective Date the transfer of all operations and activities of the Absorbed company into Telecom Argentina is perfected because Conditions Precedent mentioned in Note 6, to which the Merger is subject, have been fulfilled.

Nextel: Nextel Communications Argentina S.R.L.

Nortel: Nortel Inversora S.A., Telecom Argentina’s controlling company.

Núcleo: Núcleo S.A.

Parties: Jointly, Telecom Argentina and Cablevisión.

Preliminary Merger Agreement: Preliminary Merger Agreement approved by the Board of Directors of Telecom Argentina and Cablevisión on June 30, 2017.

RT 26: Technical Resolution No. 26 issued by the FACPCE (Argentine Federation of Professional Councils of Economic Sciences), amended by RT 29 and RT 43.

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

SCMA: “Servicio de Comunicaciones Móviles Avanzadas” Mobile Advanced Communications Service.

Sofora: Sofora Telecomunicaciones S.A., Nortel’s controlling Company.

Special Merger Individual Financial Statements: Special Merger Individual Financial Statements of Telecom Argentina and Cablevisión as of March 31, 2017 approved by their respective Board of Directors on June 30, 2017.

Telecom Group’s Parties: Jointly, Telecom Argentina, Personal, Nortel and Sofora.

Telecom Personal/Personal: Telecom Personal S.A., controlled Company in accordance with the LGS.

VLG: VLG Argentina LLC.

WAI: W de Argentina-Inversiones S.A.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

NOTE 1 — PURPOSE OF THE SPECIAL MERGER CONSOLIDATED FINANCIAL STATEMENTS

These Special Merger Consolidated Financial Statements have been prepared by request and only for consideration of the Board of Directors of Telecom Argentina and Cablevisión previously, and later for the Shareholders’ meeting, as regard of the merger transaction described below, and for its presentation before the respective authorities related to that merger transaction. Therefore, should not be interpreted that the companies could be operate in jointly basis, or that figures showed in the Special Merger Consolidated Financial Statements could have other purpose that mentioned above.

The proposed merger consists of the merger by absorption of Cablevisión, as an Absorbed company, by Telecom Argentina as a Surviving company, in accordance with the terms of the Preliminary Merger Agreement and subject to the terms of section 82 and 83 of the LGS, and the fiscal framework provided for in section 77 et seq. of the Income Tax Law No.20,628 and section 105 of Decree No.1,344/1998 of the Income Tax Law and, all of which ad referendum to the approval of their respective shareholders’ meetings and subject to regulatory approvals and other Conditions Precedent of the Merger mentioned in Note 6, and with effect as of the Merger Effective Date.

Pursuant to the provisions of Section 83.1 a) of the LGS, the Parties declare that the Merger agreed in the Preliminary Merger Agreement is made in order to enable them to efficiently offer, in line with the trend both at a national and international level, technological convergence products between media and telecommunications services, in a separate or independent basis, to provide voice, data, sound and image services, both fixed and wireless, in a single product or groups of products for the benefit of users and consumers of such multiple individual services. Likewise, both companies have considered that their respective operational and technical structures are highly complementary and could be optimized through a structural consolidation, achieving synergies and efficiencies in the development of convergence products that the market will demand.

Resulting from the Merger and effective as of the Merger Effective Date: (i) the assets and liabilities of the Absorbed company shall be transferred in their entirety to the Surviving company, causing Telecom Argentina to acquire ownership of all rights and assets and assume all obligations and liabilities of any nature of Cablevisión including (a) those rights and liabilities that, for any reason, have not been included in the Special Merger Individual Financial Statement, including all rights, assets and liabilities arising or discovered after the end date of the Special Merger Individual Financial Statements as a result of events or activities prior to such end date; (b) those rights and liabilities of the Absorbed company arising from the relationships with its personnel, which personnel shall become directly dependent of Telecom Argentina, and whose seniority, benefits and all other acquired rights shall be respected; and (c) the licenses, records, resources, assignations, permits and authorizations of Cablevisión and/or the companies absorbed by Cablevisión and/or authorizations of any kind; (ii) Telecom Argentina shall be the successor of all activities, operations, assets, liabilities, rights and obligations of Cablevisión as of the Merger Effective Date as well as any of those that may arise from any conducts prior or subsequent thereto; (iii) Cablevisión shall dissolve without liquidation; (iv) Telecom Argentina shall increase its capital stock in an amount of Argentine pesos 1,184,528,406, through issuing 473,836,040 Class A Shares and 710,692,366 Class D Shares; those shares shall be delivered to the shareholders of Cablevisión taking into account the interest as of the date of the Preliminary Merger Agreement as well as pursuant to the Exchange Ratio established in such Preliminary Merger Agreement, which is described in Note 5; as a result, Telecom Argentina shall also introduce amendments into its Bylaws; and (v) all holders of Cablevisión shares shall be considered shareholders of Telecom Argentina as from the Merger Effective Date, including the exercise of their economic and political rights to the extent of the Exchange Ratio described in Note 5.

NOTE 2 - BASIS OF CONSOLIDATION OF THE SPECIAL MERGER CONSOLIDATED FINANCIAL STATEMENTS

The Special Merger Consolidated Financial Statements as of March 31, 2017 have been prepared summarizing all the figures included in the Special Merger Individual Financial Statements as of March 31, 2017 of Telecom Argentina and Cablevisión, respectively, in accordance with RT 26 and its modifications, considering Telecom Argentina as the Surviving company.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

The abovementioned Special Merger Individual Financial Statements (which have been exposed in Column I and Column II of the Special Merger Consolidated Statement of Financial Position) have been prepared summarizing all the figures on a line-by-line basis, and deleting credit and debt balances between both companies (exposed in Column IV). In addition, the necessary reclassifications in order to adequate the disclosure criteria of Cablevisión to the Surviving company criteria, have been included in Column III. Also, in Column IV is showed the effect on the Equity as a consequence of the exchange of shares resulting from the Merger, considering the Exchange Ratio proposed by the Board of Director of both companies.

As of the Effective Merger Date, the transaction will be recorded following the guidelines established in IFRS 3 “Business combination”, which establishes that, among other issues, assets and liabilities from the company that frames on the parameters defined in the standard as acquired company are measured at their respective fair values. This situation will originate differences compared with those figures resulting from the Special Merger Consolidated Financial Statements.

The information presented in the Special Merger Consolidated Financial Statements as of March 31, 2017, does not include certain complementary information, which is included in the Special Merger Individual Financial Statements of both companies as of that date, because it is not necessary for the objective of these Special Merger Consolidated Financial Statements. For this reason, these Special Merger Consolidated Financial Statements must be read in conjunction with the Special Merger Individual Financial Statements of both companies.

NOTE 3 - BASIS OF PREPARATION OF THE SPECIAL MERGER CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation

Given its specific purpose described in Note 1, these Special Merger Consolidated Financial Statements do not include the following statements: the special income statement, the special statement of changes in equity, the special statement of cash flows or the notes and other information required by IFRS.

These Special Merger Consolidated Financial Statements are a free translation from the original Special Merger Consolidated Financial Statements issued in Spanish and filed to the CNV in Argentina and contain the same information to the original version.

These Special Merger Consolidated Financial Statements are presented in millions of pesos, so the accounting balances have been rounded. The effect of the aforementioned rounding is non-material for the Special Merger Consolidated Financial Statements taken as a whole.

The preparation of these Special Merger Consolidated Financial Statements requires the Company’s Management to use certain critical accounting estimates that could affect to the figures of the financial statements or its complementary information. Actual results could differ from those estimates.

These Special Merger Consolidated Financial Statements have been prepared on a going concern basis as there is a reasonable expectation that Telecom Argentina and Cablevisión (for its own or through the Surviving company) will continue their operational activities in the foreseeable future (and in any event with a time horizon of more than twelve months).

These Special Merger Consolidated Financial Statements as of March 31, 2017 were approved by resolution of the Board of Directors’ meeting of each company, both held on June 30, 2017.

b) Significant accounting policies

The Special Merger Individual Financial Statements of Telecom Argentina and Cablevisión as of March 31, 2017, that were used for the preparation of these Special Merger Consolidated Financial Statements as of the same date, have been prepared using similar accounting policies of valuation and disclosure. Any existing difference was adjusted in Column III of these Special Merger Consolidated Financial Statements, as mentioned in Note 2.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

NOTE 4 - TELECOM GROUP AND ITS CONTROLLING COMPANIES CORPORATE REORGANIZATION AND CABLEVISION REORGANIZATION

a) Telecom Group and its controlling companies Corporate Reorganization

a.1) Amortization of Sofora shares

In March 2017, WAI offered to Sofora and Sofora accepted with the consent of Fintech, the controlling shareholder of Sofora, an offer to amortize, in two tranches, all of the 140,704,640 shares issued by Sofora and owned by WAI, according to the provisions of Sections 223 and 228 of the LGS. As a result of the amortization, Sofora agreed to pay WAI an amount equal to the par value of WAI’s shares of capital stock issued by Sofora, such amount being equivalent to $140,704,640, and issue in the name of WAI one or more dividend certificates (Class “A” “Bono de Goce”) evidencing WAI’s rights to dividends up to an aggregate amount of U$S 470 million minus the amounts paid to amortize the shares of Sofora owned by WAI (equivalent to U$S 8,683,596).

As of the date of issuance of these Special Merger Consolidated Financial Statements, the amortization (first and second tranche) of the ordinary shares of Sofora was completed (See Note 7.a.3)). Consequently, Fintech is the sole shareholder of Sofora.

The principal terms and conditions of each Bono de Goce provide that: (i) dividend payments of up to the maximum amount under the Bono de Goce will be made only if and when Sofora resolves to pay a dividend, (ii) dividend payments made by Sofora shall be paid to the holder of the Bono de Goce with priority over all other shareholders of Sofora, (iii) all dividends to be paid under the Bono de Goce will be paid by Sofora with liquid and realized profits ( ganancias realizadas y líquidas ), (iv) the maximum amount of dividends to be collected under the Bono de Goce shall accrete every year on June 1 on the amount of dividends that remain unpaid by Sofora as of May 31 of the relevant year at a 2% annually, (v) Sofora has a right to redeem the Bono de Goce at any time after the later of 36 months from the date of issuance or the payment of 60% of the maximum amount of dividends under the Bono de Goce and, whatever occur at last (vi) in the event that Sofora is absorbed by another continuing company of Sofora’s activities, the preference of the Class “A” Bono de Goce will remain only in respect of those shares of the continuing company that Sofora’s shareholders receive according to the expected exchange ratio of the Reorganization, so that this preference does not affect the other shareholders of the absorbing company, meaning that, in the case of the reorganization mentioned in a.2) above (the “Telecom Group’s Reorganization”), the preference for the Class “A” Bono de Goce will only be verified with respect to the Class “A” Shares of Telecom Argentina that receives Fintech and will not affect the Class “B” Shares or Class “C” Shares of Telecom Argentina.

a.2) The Telecom Group’s Reorganization

On March 31, 2017, each of the Board of Directors of Sofora, Personal, Nortel and Telecom Argentina approved a preliminary reorganization agreement (the “Preliminary Reorganization Agreement”). Under the terms of the Preliminary Reorganization Agreement, Telecom Argentina will absorb Nortel, Sofora and Personal according to the provisions of Sections 82 and 83 of the LGS, subject to the approval of their respective General Ordinary and/or Extraordinary Shareholders’ Meeting, in the case of Telecom Argentina, Personal, Nortel and Sofora, and of the Special Shareholders’ Meetings in the case of Nortel and other authorizations. After this event, the respective General Ordinary and/or Extraordinary Shareholders’ Meeting of Telecom Argentina, Personal, Nortel and Sofora approved the Telecom Group’s Reorganization (See Note 7.a.1)).

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

The effective date of the Telecom Group’s Reorganization will be since 0:00 hours of the date in which the Chairmen of the Board of Directors of the Telecom Group subscribe an operations transfer minute stating that: (i) Telecom Argentina has adapted its technical-operational systems to assume the operations and activities of Personal, Nortel and Sofora, and (ii) the transfer of the activities and operations of the absorbed companies to Telecom Argentina was finalized as the following conditions to which the Telecom Group’s Reorganization was subject were accomplished, among them, ENACOM authorizations, that Sofora’s shares belonging to WAI have been fully amortized, and that the final reorganization agreement has been signed; all subject to the corporate approvals required under the applicable regulations and the registration of the reorganization agreement and dissolution without liquidation of the companies absorbed in the IGJ.

As a consequence of the reorganization and with effect as of the date thereof: (i) the total equities of the Absorbed Companies will be transferred to Telecom Argentina to the book values of such items in the respective Special Purpose Unconsolidated Financial Statements. According to this, Telecom Argentina will acquire all rights, obligations and responsibilities of any nature of Personal, Sofora and Nortel; (ii) Telecom Argentina will be the continuing company of all Personal, Sofora and Nortel activities; (iii) Personal, Sofora and Nortel will be dissolved without liquidation; and (iv) Nortel’s shares and ADS and Sofora’s and Personal’s ordinary shares will be cancelled.

As a consequence of the Reorganization, Nortel will:

(1) distribute a portion of its Telecom Argentina Class “A” Shares to the holders of Sofora Common Shares,

(2) convert its remaining Telecom Argentina Class “A” Shares to Telecom Argentina Class “B” Shares,

(3) distribute all of its Telecom Argentina Class “B” Shares (including all of its Telecom Argentina Class “B” Shares that will be converted from Telecom Argentina Class “A” Shares) to the holders of Nortel Preferred Shares, and

(4) cancel all of its preferred Class “B” Shares and ordinary shares.

Telecom Argentina will not issue any new Class “B” Shares or Class “A” Shares in connection with the Reorganization. The Reorganization is subject to certain authorizations of ENACOM.

If the Reorganization is approved at the Shareholders’ Meetings of the Absorbed Companies and Telecom Argentina, such companies expect to enter into a final reorganization agreement (the “Final Reorganization Agreement”), which will be filed before the Argentine administrative authorities in accordance with applicable regulations.

Since it is expected that, as of the reorganization date: (i) Nortel and Sofora are holding companies with no operations or assets other than direct and indirect interests, respectively, in Telecom Argentina and (ii) Personal is a wholly-owned subsidiary of Telecom Argentina, Telecom Argentina does not expect any material changes in its Statement of Financial Position or Income Statement. The Reorganization will be accounted for under the Absorbed Companies basis of accounting, as permitted by IFRS as issued by the IASB. Under this method, assets and liabilities of the Absorbed Companies will be incorporated by Telecom Argentina at their respective book values.

As of the date of issuance of these Special Merger Consolidated Financial Statements, the Telecom Group’s Reorganization is subject to the compliance of the following conditions:

· approval of the Telecom Group’s Reorganization under the terms and conditions established in its Preliminary Reorganization Agreement in Nortel’s Special Shareholders’ Meetings;

· the signing of its Final Reorganization Agreement;

· the obtaining of certain ENACOM’s regulatory authorizations;

· that Telecom Argentina has conditioned its operational- technical systems with capacity to absorb the operations of Personal, Nortel and Sofora.

In addition, the perfection of the corporate and administrative procedures of the Telecom Group’s Reorganization is subject to the following conditions, among others: (i) to obtain the administrative consent from the CNV related to the reorganization, (ii) the registration of the Final Reorganization Agreement in the IGJ y (iii) to obtain any other authorization that could be required by other regulatory authorities (among others, the SEC).

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

b) Cablevisión Reorganization

On March 31, 2017, Cablevisión’s Board of Directors approved its preliminary reorganization agreement between Cablevisión and 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. and Callbi S.A., pursuant to which, as of the reorganization date -first day of the following month as from the registration of IGJ (“Effective Date of Subsidiary Absorption of CV”)-, Cablevisión, as an absorbing company, will continue with the operations of 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 Argentina S.A., Infotel Argentina S.A., Nextwave Argentina S.A. and Callbi S.A. (The “Absorbed CV Subsidiaries”) with their corresponding operating, accounting and tax effects. As a result of the aforementioned corporate reorganization process, Absorbed CV Subsidiaries will be dissolved in advance and without liquidation and Cablevisión will assume all activities, credits, assets and all rights and obligations of the companies mentioned, existing as of the Effective Absorption Date of CV Subsidiaries, as well as those that may exist or occur due to previous or subsequent actions or activities. Cablevisión and the Absorbed CV Subsidiaries convened an extraordinary shareholders’ meeting that considered the aforementioned preliminary reorganization agreement, which has already granted the corresponding definitive reorganization agreement (See Note 7.e)).

c) Reorganization process of Cablevisión’s controlling shareholder

At the Extraordinary Shareholders’ Meetings of CV B Holding S.A., Vistone S.A. and Southtel Holdings S.A.
—“The Direct Shareholders of Cablevisión”- and CLC held on September 28, 2016, the shareholders approved the pre-merger commitment executed between Grupo Clarín S.A. (“Grupo Clarín”), the Direct Shareholders of Cablevisión and CLC, whereby, on the effective date of the merger -October 1, 2016- Grupo Clarín, as absorbing company, continued with the operations of the “Direct Shareholders of Cablevisión” and CLC, thus generating the corresponding operating, accounting and tax effects. As a result of the above-mentioned corporate reorganization process, the Direct Shareholders of Cablevisión dissolved without liquidation and Grupo Clarín assumed all the activities, receivables, property and all the rights and obligations of the above-mentioned companies, existing on the effective date of the merger, or any that may exist or arise due to previous or subsequent acts or activities.

Once the public deed related to the pre-merger commitment, Cablevisión notified the ENACOM of the change in its shareholder structure, which will not entail a change of control under the provisions of Section 13 of Law No. 27,078.

On September 28, 2016, the shareholders of Grupo Clarín, approved the merger by absorption of the Direct Shareholders of Cablevisión and CLC. In addition, at such Shareholders’ Meeting, the shareholders of Grupo Clarín approved the partial spin-off for the creation of a new company domiciled in the City of Buenos Aires under the name “Cablevisión Holding S.A.”. The equity subject to the spin-off comprises the direct (upon the execution of the merger) and indirect equity interests of Grupo Clarín S.A. in Cablevisión S.A. and in GCSA Equity, LLC.

On April 27, 2017, both corporate processes (merger and partial spin-off for the creation a new company) were registered with the IGJ and as from May 1, 2017, the controlling company of Cablevisión (directly and indirectly) is CVH (See Note 7 f).

NOTE 5 — EXCHANGE RATIO

The parties have agreed to propose to their respective shareholders’ meetings the following exchange ratio of shares of common stock of Cablevisión to shares of common stock of Telecom Argentina: 1 share of common stock of Cablevisión (either a Class A Share of Cablevisión or a Class B Share of Cablevisión) for every 9,871.07005 new shares of Telecom Argentina, as applicable pursuant to the terms of the Preliminary Merger Agreement (the “Exchange Ratio”). Such ratio has been based on an amount of outstanding Telecom Argentina shares of 969,159,605 (excluding the 15,221,373 Class B Shares of Telecom Argentina repurchased by Telecom Argentina and currently held as treasury stock) and an amount of outstanding Cablevisión shares of 120,000. Any fractions or decimal numbers of shares resulting from the exchange made to any shareholder shall be paid in cash at the offices of Telecom Argentina on the day and time that shall be in turn announced for the shares exchange. Liquidation of the fractions shall be made following the procedures set forth by applicable law.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

The Exchange Ratio was considered fair from a financial standpoint, as of the date of the applicable opinion and in accordance to its terms, by two financial advisors not related to any of the companies involved. For such purpose, Telecom Argentina hired JP Morgan Securities LLC and Cablevisión hired LionTree Advisors LLC, two first tier international firms with expertise in merger transactions and a high specialization in the ICT Services (the “Independent Valuation Experts”), each of whom issued its respective Fairness Opinion on the Exchange Ratio for its consideration by Telecom Argentina’s Board of Directors, with respect to JP Morgan Securities LLC, and by Cablevisión’s Board of Directors, with respect to LionTree Advisors LLC.

For purposes of issuing their Fairness Opinions on the Exchange Ratio, the Independent Valuation Experts respectively applied the valuation methods that each of them generally applies in procedures similar to this, including, among others, the methods mentioned in a) to c) above.

Pursuant to the Exchange Ratio, the Parties have agreed to propose to their shareholders that the New Shares to be issued by Telecom Argentina be allocated to the holders of shares of common stock of Cablevisión as follows:

a) Fintech Media LLC: pursuant to the Exchange Ratio, Fintech Media LLC should receive 169,900,857.70 shares, as a result of which the Parties have proposed that Fintech Media LLC receive 169,900,858 New Class A Shares of Telecom Argentina in exchange for 17,212 Class B shares issued by Cablevisión and held by Fintech Media LLC;

b) CVH: pursuant to the Exchange Ratio, CVH should receive 406,757,183.55 shares, as a result of which the Parties have proposed that CVH receive 406,757,183 New Shares Class D in exchange for 41,207 shares (34,425 Class A Shares of CV and 6,782 Class B Shares of CV) issued by Cablevisión and held by CVH;

c) VLG: pursuant to the Exchange Ratio, VLG should receive 607,870,364.75 shares, as a result of which the Parties have proposed that VLG receive 607,870,365 New Shares in exchange for 61,581 Class A Shares issued by Cablevisión and held by VLG. Such New Shares of common stock issued by Telecom Argentina shall be divided between New Class A Shares and New Class D Shares and delivered to VLG pro rata Fintech Media and CVH’s shareholdings in VLG as of the Merger Effective Date.

In addition, the Parties have agreed a mechanism of adjustment of the Exchange Ratio, according to the following terms:

(a) to allow both Telecom Argentina and Cablevisión to distribute cash dividends to their respective shareholders prior to the Merger Effective Date, in which case any one or more cash distributions made as from the date of this Agreement and before the Merger Effective Date shall cause an adjustment of the Exchange Ratio pursuant to the following terms: (i) for purposes of calculating any Exchange Ratio adjustments, the following prices per share proportional to the Exchange Ratio shall be used as a reference: U$S 5.1591 per each outstanding share of Telecom Argentina and U$S 50,925.93 per each outstanding share of Cablevisión; (ii) the above mentioned United States dollars per share reference value to be taken into account to calculate the adjustments to the Exchange Ratio of the Company that makes a dividend distribution shall be reduced in an amount equal to the United States dollars per share amount corresponding to the dividend paid, and the Exchange Ratio shall be calculated again taking into account such lower reference value per share of the company that has made the dividend distribution. If the dividends are paid in Argentine pesos, the United States dollar’s value of such dividend shall be calculated taking into account the wholesale exchange rate pursuant to Communication A-3500 of the Argentine Central Bank published for the closing of the business day immediately prior to the date on which the applicable dividend has been made available in Argentina;

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

(b) if any extraordinary event that significantly alters the ordinary course of business of one or both companies before the Merger Effective Date occurs, the Parties shall acknowledge such event and its effects and shall agree on the Exchange Ratio’s adjustments that may correspond,

(c) no provisional or regular dividend distribution that may be made by Nortel Inversora S.A. or Sofora Telecomunicaciones S.A. before their merger by absorption into Telecom Argentina, even if those distributions made by Nortel Inversora S.A. or Sofora Telecomunicaciones S.A. are thereafter consented by Telecom Argentina, shall be considered the cause for an Exchange Ratio adjustment, none of the following shall be considered the cause for an Exchange Ratio adjustment (i) payment of the second installment of the dividends approved by an ordinary annual and extraordinary shareholders’ meeting of Cablevisión held on March 30, 2017 for an amount of up to U$S 50 million, which shall be paid following the date hereof; and (ii) an amount of up to U$S 50 million as dividends that Telecom Argentina may approve and pay at any time before the Merger Effective Date.

NOTE 6 — MERGER EFFECTIVE DATE AND CONDITIONS PRECEDENT

This Merger shall be effective at 0:00hours of the date on which the Chairmen of the Boards of Directors of the Parties (hereinafter, the “Merger Effective Date”) execute a minute reflecting the transfer of operations, in which the following is recorded in writing: (i) Telecom Argentina has set up its technical-operational systems to assume Cablevisión’s operations and activities; and (ii) as of the Merger Effective Date the transfer of all operations and activities of the Absorbed company into Telecom Argentina is perfected because the following conditions (the “Merger Conditions Precedent”), to which the Merger is subject, have been fulfilled:

a. the Final Merger Agreement has been executed; and

b. the ENACOM Authorization has been obtained.

As from the Merger Effective Date, Telecom Argentina shall continue with the Absorbed company’s operations, causing the applicable operative, accounting and tax effects. As of such date, all assets and liabilities of Cablevisión, as Absorbed company, including recordable assets, rights and obligations, shall be incorporated into Telecom Argentina, as Surviving company and successor.

NOTE 7 — SUBSEQUENT EVENTS TO MARCH 31, 2017

a) Relevant events related to the Telecom Group’s Reorganization

a.1) Ordinary and/or Extraordinary Shareholders’ Meetings of Telecom Argentina, Personal, Nortel and Sofora

The Telecom Group’s Reorganization and the following documents were approved in the Ordinary and/or Extraordinary Shareholders’ Meetings of Telecom Argentina and Telecom Personal both held on May 23, 2017 and in the Extraordinary Shareholders’ Meetings of Nortel and Sofora both held on May 22, 2017:

i. Special-Purpose Unconsolidated Financial Statements of each respective company as of December 31, 2016.

ii. Special-Purpose Combined Financial Statements as of December 31, 2016 of Sofora, Nortel, Telecom Argentina and Telecom Personal.

iii. The Preliminary Reorganization Agreement held on March 31, 2017.

Additionally, in the Ordinary and Extraordinary Shareholders’ Meetings of Telecom Argentina, approved:

ii. The modification of the following Sections of the Bylaws:

a. Section 4°: To establish a dynamic procedure for the conversion of shares representative of the capital stock of a Class to another Class with equal political and patrimonial rights; and

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

iii. The elimination of Section 9 of the Bylaws, which contains limitations to the transfer of Class “A” Shares, which will be effective as of the date on which the ENACOM authorizes the dissolution of Nortel as a result of the Reorganization of the Telecom Group and the distribution to the holders of Nortel’s Class “B” Preferred Shares of a portion of Telecom Argentina’s Class “A” Shares by converting them into Class “B” Shares of Telecom Argentina in accordance with the provisions of the corresponding preliminary reorganization agreement.

a.2) Presentations before the ENACOM of the Authorizations required and provided in the Preliminary Reorganization Agreement

Within the framework of the Telecom Group’s Reorganization, the companies involved have requested to the ENACOM the following authorizations provided in the preliminary reorganization agreement:

1. Authorization from the ENACOM (requested on March 30, 2017) for the purpose of releasing shares that were part of the second amortization tranche of Sofora’s common shares (owned by WAI, representative of 15% of Sofora’s capital stock) of the allocation to shares of the investment consortium for the acquisition -in the process of privatization of ENTel- of the Sociedad Licenciataria Norte (currently Telecom Argentina) in accordance with Decree No. 62/90 dated January 5, 1990 and the terms of such privatization and Resolution No. 111/2003 issued by the National Secretary of Communications on December 10, 2003.

2. Authorization from the ENACOM (requested on May 17, 2017) for the dissolution of Nortel as a result of the Telecom Group’s Reorganization and the distribution to the holders of Nortel’s Preferred “B” Shares of a portion of Telecom Argentina’s Class A Shares through its conversion to Telecom Argentina Class “B” Shares pursuant to the corresponding preliminary reorganization agreement.

3. Authorization from the ENACOM (requested on May 17, 2017) for the transfer to Telecom Argentina, as a result of the Telecom Group’s Reorganization, of all licenses for the provision of ICT Services and the records of ICT Services, together with the corresponding frequency use permissions, which were granted or timely awarded to Telecom Personal.

On June 16, 2017, ENACOM authorization mentioned in point 1 of this Note was granted by Resolution No. RESOL-2017-5120-APN-ENACOM#MCO, allowing the amortization of the second tranche of the ordinary shares of Sofora described above.

As of the date of issuance of these Special Merger Consolidated Financial Statements, the procedures mentioned in points 2 and 3 are in progress and awaiting a favorable resolution from the ENACOM.

a.3) Amortization of ordinary shares of Sofora

First tranche

i. Sofora paid $74,749,340 to WAI and issued a Class “A” Bono de Goce on behalf of WAI which granted them the right to dividends in the amount of U$S 245,036,017, and

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

Second tranche

As a result of obtaining the authorization of ENACOM mentioned in a.2), on June 22, 2017, the second tranche of the ordinary shares of Sofora owned by WAI (65,955,300 shares) representing 15% of Sofora’s capital stock before the first tranche of ordinary shares, was amortized. As a result of this amortization, Sofora paid $65,955,300 to WAI and issued a Class “A” Bono de Goce on behalf of WAI which granted to them the right to dividends in the amount of U$S 216,280,387.

b) Dispositions of the General Ordinary and Extraordinary Shareholders’ Meeting of Telecom Argentina

The General Ordinary and Extraordinary Shareholders’ Meeting of Telecom Argentina held on April 27, 2017 considered, among other matters, the following:

1. To approve the Annual Report and the financial statements of Telecom Argentina as of December 31, 2016;

2. To allocate to the “Voluntary Reserve for Future Dividends Payments” an amount of $3,975 (total amount of Telecom Argentina’s Retained earnings as of December 31, 2016);

3. The partial withdrawal of the “Voluntary Reserve for Capital Investments”, for an amount of $2,730 and increase the “Reserve for Future Cash Dividends”; and

4. The total withdrawal of the “Voluntary Reserve for Future Investments”, for an amount of $2,904 , and increase the “Reserve for Future Cash Dividends”.

c) ENACOM Resolution No. 3,687-E/17— On-demand spectrum allocation

ENACOM Resolution No. 3,687-E/17, published in the Official Bulletin on May 12, 2017, provided the call for the on-demand frequency allocation of the 2,500 to 2,690 MHz radioelectric spectrum, stating the procedure, obligations and compensations to be fulfilled by the Mobile Communications Service providers who qualify to participate, in accordance with the provisions of Section 4 of Decree No. 1,340/17.

The Resolution provided to group the frequency channels to be allocated in three (3) Lots: two (2) Lots of 30 MHz, containing three (3) frequency channels in the FDD mode each, and one (1) Lot of 40 MHz, containing two (2) frequency channels in FDD mode and four (4) frequency channels in TDD mode, according to the channeling provided in ENACOM Resolution No.1,034-E/17 and its amendment (ENACOM Resolution No.1,956-E/17). According to the characteristics of the 2,500 to 2,690 MHz band, the authorization of use of the frequency channels that integrate each Lot must be issued by each locality.

On May 24, 2017, Personal filed to ENACOM the Envelope with its On-demand Allocation Request, according to the provisions of Resolution No. 3,687-E/17.

ENACOM Resolution No. 4,767 E/17 issued on June 12, 2017, provided that Telecentro did not meet the requirements to be considered a qualified bidder, in accordance with the provisions of Section 2 of ENACOM Resolution No. 3,687 E/17, as it is not a current provider of mobile communications services, according to the provisions of Section 3 of Decree No.798/16. As a result, its request for on-demand spectrum allocation was rejected.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

As of the date of issuance of these Special Merger Consolidated Financial Statements, the process is pending of approval and of the occurrence of the administrative acts that assign to each lender the requested Lot and authorize it use, for the provision of the SCMA, in the requested localities.

d) Purchase of TUVES Paraguay S.A.

On October 4, 2016, the Board of Directors of Núcleo S.A. (“Núcleo”), controlled company indirectly by Telecom Argentina, authorized the execution of the shares purchase option that TU VES S.A. (Chile) granted to Núcleo in order to acquire the controlling interest in TUVES Paraguay S.A. (“Tuves”).

On April 11, 2017, by Resolution No.460/2017 of CONATEL’s board of directors authorized TU VES S.A. (Chile) to transfer to Núcleo 350 shares of Tuves which represent 70% of its capital stock.

Through this authorization, on June 30, 2017 Núcleo acquired the respective shares.

Tuves’ main activity is the provision of telecommunications services and the provision of services of distribution of audio and television signals direct to home in the Republic of Paraguay.

e) Subsequent events related to Cablevisión’s Reorganization

On May 17, 2017, at the General Extraordinary Shareholders’ Meeting of Cablevisión the shareholders unanimously decided to approve the merger of Cablevisión (in its capacity as absorbing company) with its subsidiaries 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. and Callbi S.A. (in their capacity as absorbed subsidiaries of Cablevisión). Under the above-mentioned corporate reorganization process, before the closing of this fiscal year, at the effective date of the reorganization as it was reestablished at this Shareholders’ Meeting, all the assets and liabilities, including the assets subject to registration, the rights and obligations that belong to the absorbed companies will be deemed to have been incorporated to the equity of Cablevisión, in its capacity as absorbing company and successor. The absorbed subsidiaries of Cablevisión will be dissolved without liquidation, and Cablevisión will continue with the operations of the absorbed subsidiaries of Cablevisión.

f) Subsequent events related to the reorganization of Cablevisión’s controlling company

On May 2, 2017, Cablevisión received a communication sent by Grupo Clarín and CVH whereby the two companies informed Cablevisión that, pursuant to the spin-off and incorporation process initiated by Grupo Clarín, with effective as from May 1, 2017, Grupo Clarín’s participation in Cablevisión was allocated to CVH (the “Spin-off and Incorporation”). As a result, the Cablevisión ‘s Board of Directors proceeded to take account of the Spin-off and Incorporation and decided the issuance of the shares, whereby CVH became the holder of 34,425 Class “A” shares and 6,782 Class “B” shares.

The following table shows the Cablevisión’s shareholders. The principal shareholders of Cablevisión do not have different or preferred voting rights with respect to the shares owned by them.

Shareholders	Shares	%
CVH (1)	34,425	28.7
VLG Argentina, LLC (1)(3)	61,581	51.3
Fintech Media LLC (2)	17,212	14.3
CVH (2)	6,782	5.7
Total	120,000	100.0

(1) Class A shares.

(2) Class B shares.

(3) CVH owns 50% of VLG Argentina LLC

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

g) Requested from Nextel of a change of attribution of part of the spectrum to the ENACOM

On June 22, 2016, Nextel made a filing with the ENACOM in order to request authorization for direct and indirect share transfers that would imply a direct and/or indirect change of control in favor of Nextel, pursuant to Section 13 of Law No. 27,078, with respect to the licensees of telecommunication services listed below:

· Fibercomm S.A.

· Trixco S.A.

· Callbi S.A.

· Infotel S.A.

· Skyonline de Argentina S.A.

· Netizen S.A.

· Eritown Corporation Argentina S.A.

Within the required term, on January 6, 2017, the ENACOM issued Resolution No. 111/2017, which under Section 1 authorizes the share transfers mentioned above.

The filing made on June 22, 2016 also included a request to change the allocation of a portion of the spectrum that corresponds to the licensees acquired by Cablevisión in order to render 4G services, which was not addressed in ENACOM Resolution No. 111/2017.

Notwithstanding the foregoing, taking into consideration the new regulations provided under Decree No. 1,340/16 and Resolution No. 171/2017 issued by the Ministry of Communications, Nextel reformulated the original request in accordance with the new effective regulations, thus initiating a new administrative file. In this last filing, Nextel finally requested:

· The beginning of a refarming process with economic compensation as provided under Resolution No. 171/2017;

· The authorization of the agreements executed by Nextel with the licensees acquired by Cablevisión to operate the services registered by Nextel with the portion of the spectrum allocated to those licensees to render their respective services;

· The approval of the registration by Nextel of the SCMA; and,

· The authorization of the change that would allow that Cablevisión:

· To change the allocation and channeling on a primary basis of the 905-915 MHz and 950-960 MHz bands to render advanced mobile communication services at national level with primary status; and,

· To enhance the allocation of the frequency bands and change the channeling of the 2500 MHz band to the 2690 MHz band to render SCMA at national level with primary status.

By means of Resolution ENACOM No. 1,033/2017, the ENACOM provided for the use of the frequency bands between 905 and 915 MHz and between 950 and 960 MHz for the rendering of the SCMA and by means of Resolution ENACOM No. 1,034/2017, the ENACOM provided for the use of the frequency band between 2500 and 2690 MHz for the provision of SCMA, in addition to the current services when their coexistence is possible.

By means of Resolution ENACOM No. 1,299/2017 approves the project for Refarming with Economic Compensation, filed by that company to provide SCMA in the frequencies that had been subject to change in allocation pursuant to ENACOM Resolutions No. 1,033 and 1,034/2017.

In addition, the register of the SCMA in charge of Nextel in the Registry of Services and the authorization to use the mentioned frequencies were established.

In the same resolution act and as part of the authorization, additional Obligations of Coverage are imposed to Nextel.

TELECOM ARGENTINA S.A. (Surviving company)

CABLEVISIÓN S.A. (Absorbed company)

Also, two obligations are established that must be fulfilled prior to the beginning of the provision of the SCMA service: (i) the return of the proposed radio spectrum; and (ii) the creation of a guarantee issued in favor and in satisfaction of ENACOM for an amount equivalent to the value of the radioelectric spectrum subject to return.

The Resolution also orders that Nextel shall post a performance bond to guarantee the obligations and responsibilities undertaken by that company to be issued in favor and to the satisfaction of the ENACOM for the amount and under the terms that shall be set forth in the contract to be executed with the ENACOM. That contract shall establish, in addition to the economic compensation to be paid by Nextel, the terms, conditions, goals, obligations and other matters inherent to the rendering of the SCMA authorized by that agency to which Nextel shall be bound.

On April 12, 2017, Nextel executed with the ENACOM the above-mentioned agreement. On April 28, 2017, pursuant the agreement executed with the ENACOM, Nextel transferred to that agency the “economic compensation” of $478,240,214, established by the ENACOM on April 26, 2017. In another agreement also executed on April 12, 2017, Nextel accepted and expressly consented to the authorization granted to the chairman of the ENACOM to decide on, within a term of 2 years as from the date of the agreement, the replacement with economic compensation -to be borne by Nextel- of certain channels of the 2500-2690 MHz frequency bands for frequencies in other bands, as established under Article 7 of ENACOM Resolution No. 1,034/2017.

Moreover, on May 5, 2017, the contractual guarantee policies were submitted before the ENACOM, in order to guarantee: (i) compliance with the coverage obligations in the localities ordered by the ENACOM; and (ii) the return of committed radio spectrum.

By Resolution No. 3,909-E/2017 published on May 24, 2017, the ENACOM decided to proceed to register the agreements described in the previous paragraph.

Alejandro Alberto Urricelqui		Mariano Ibáñez
Chairman of Cablevisión S.A.		Chairman of Telecom Argentina S.A.

Exhibit 6

Annex III

Methodology of calculation of the Exchange Ratio.

Annex III: Calculation of Exchange Ratio and reference value per share Telecom Argentina S.A. shares1 969,159,605 Telecom Argentina S.A. resulting ownership in combined entity 45% New total shares outstanding 2,153,688,011 Shares to be given to Cablevisión S.A. shareholders 1,184,528,406 Total shares outstanding of Cablevisión S.A. 120,000 Agreed exchange ratio: Telecom Argentina S.A. shares for each Cablevisión S.A. share 9,871.07005 Reference Equity values2 Reference Equity Value of Telecom Argentina S.A. (US$mm) 5,000.0 Reference Equity Value per share for Telecom Argentina S.A. in US$ 5.15910896 Reference Equity Value of Cablevisión S.A. (US$mm) 6,111.11 Reference Equity Value per share for Cablevisión S.A. in US$ 50,925.925926 1Excludes 15,221,373 treasury shares; 2Determined only with the objective of adjusting the exchange ratio

Exhibit 7

Annex IV

Form of Amended Bylaws of Telecom Argentina.

Annex IV: Form of Amended Bylaws of Telecom Argentina.

Section One : The company incorporated under the name “ Sociedad Licenciataria Norte Sociedad Anónima ”, and later named “Telecom Argentina Stet-France Telecom S.A.”, continues its operation under the name “TELECOM ARGENTINA S.A.” with its registered offices in the city of Buenos Aires. Pursuant to the resolution adopted at the Annual Ordinary and Extraordinary Shareholders’ Meeting held on April 30, 2003, the company is a “Company Excluded from the Optional Statutory Regime of Mandatory Tender Offers”. The domicile of the company shall not be moved outside the Republic of Argentina except upon prior authorization by the competent authority or by any authority that may replace it in the future.

Section Four : Changes in corporate capital as they arise from increases filed with the Public Registry of Commerce are shown in a note to the Financial Statements of the Company. Such note accounts for changes in capital during the last three (3) fiscal years, payment thereof and the capital amount authorized for public offer.

The corporate capital is represented by Class “A”, “B” ~~and~~ , ”C” and “D”, all shares of common stock, in book-entry form, with a par value of ONE PESO each and entitled to one vote per share. For as long as Class “A” represents at least 15% of the Company’s common stock, approval by a Class “A” special shareholders´ meeting shall be required to pass any shareholders resolution relating to a Special Majority Matter listed in Section Ten of these bylaws, except that no approval by a Class “A” special shareholders meeting will be necessary for the Special Majority Matter listed in paragraph (xxiii) of Section Ten (approval of Business Plan and Annual Budget) for as long as Class “A” represents less than 20% of the Company’s common stock. In addition, for as long as Class “D” represents at least 15% of the Company’s common stock, approval by a Class “D” special shareholders meeting shall be required to pass any shareholders resolution relating to a Special Majority Matter listed in Section Ten of these bylaws, except that no approval by a Class “D” special shareholders meeting will be necessary for the Special Majority Matter listed in paragraph (xxiii) of Section Ten (approval of Business Plan and Annual Budget) for as long as Class “D” represents less than 20% of the Company’s

common stock. The above referred special shareholders meetings shall be held pursuant to Section 250 of Law No. 19,550.

Class “A”, ~~Class “B” and Class~~ “C” and “D” Shares of common stock are convertible into Class “B” Shares of common stock ~~shares of common stock of another Class~~ with equal political and economic rights, at a ratio of one to one, at any time, by demand of the holder of one or more shares of common stock who wishes to convert them into another class, through a notice addressed to the Board of Directors. For such purpose, the following procedure shall apply: (i) the registered shareholder shall deliver to the Board of Directors a notice including, in the case of an individual, his/her first and last names, ID number, real domicile and special domicile, and in the case of legal entities, its complete legal name, real domicile and special domicile, and in both cases, if applicable, its tax payer identification number and the number of ~~Class “A”, Class “B” or Class “C”~~ shares of common stock ~~, as~~ of the ~~case may be,~~ Class held by such shareholder as of that moment, the number of shares which conversion is requested, and the balance of shares of common stock of that Class which such shareholder would hold once the conversion transaction is finished. The request shall be signed by the registered shareholder or the registered shareholder’s representative authorized by a letter certified by a bank or a Notary Public. Such request shall constitute an irrevocable instruction for the Board of Directors to follow the procedure set forth in this Section Four until the shares’ exchange, which shall be definitive; (ii) such request shall remain on hold if it is submitted once a call to a shareholders’ meeting of the Company has been published, in which case the conversion request shall be considered following such shareholders meeting; (iii) at its first meeting following receipt of the conversion request, the Board of Directors shall pass a resolution on such request and shall notify the new capital structure to the applicable controlling authority; (iv) the Board of Directors shall immediately request Caja de Valores S.A., which is in charge of the Company’s Stock Ledger, to lock the shares, and shall notify the conversion to the Comisión Nacional de Valores (“CNV”) and the Bolsa de Comercio de Buenos Aires (“BCBA”) so that they may grant the authorization of public offering transfer and listing transfer, respectively; and (v) once the authorizations are obtained, Caja de Valores S.A. shall register the shares conversion in the Company’s

Stock Ledger. (THIS COMPARISON IS BASED ON SECTION FOUR OF THE AMENDED BYLAWS APPROVED BY THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING HELD ON MAY 23, 2017, WHICH REGISTRATION IS PENDING).

Section Five : Shares of common stock to be issued in the future shall be Class “A”, “B” , ~~and~~ “C” or “D” book-entry shares, having the same characteristics as those already issued and observing the laws and regulations in force. In any issue of shares of common stock, the proportion existing between Class “A”, “B” ~~and~~ “C” and “D” shares at the time of holding the Shareholders’ Meeting that provides for such issue shall be maintained, except if the meeting decides to act in accordance with the second paragraph of section 194 of Law 19,550. The Meeting may also decide on the issue of book-entry preferred shares. Preferred shares ~~shall~~ may be entitled to preferred payment of their dividend, whether cumulative or not, according to their terms of issue and may also receive an additional share in the profits and/or be subject to early redemption, at the option of the company and under the terms set forth upon their issue.

The Extraordinary Shareholders´ Meeting may approve the issuance of dividend certificates (“bonos de goce”) pursuant to Section 228 of Law No. 19,550 and the terms of these bylaws, which dividend certificates shall have the rights granted to them herein and in their terms and conditions of issuance. The Extraordinary Shareholders´ Meeting may also decide the total or partial amortization of any paid in shares, pursuant to Section 223 of Law No. 19,550 and, in case of total amortization of shares, the Company shall issue dividend certificates in favor of the holders of totally amortized shares, pursuant to Section 228 of Law No. 19,550 and the terms of these bylaws. If the amortization of shares is made with the consent of the holder of such shares, no raffle or pro rata basis for its implementation will be necessary. In addition, if the Extraordinary Shareholders Meeting approves the creation of an unavailable reserve with liquid and realized profits for an amount equal to the par value of the shares to be cancelled, then the Extraordinary Shareholders Meeting may decide that no capital reduction is necessary and that the shares that remain outstanding may increase their par value so that they may represent by themselves in the aggregate the Company’s capital stock. The Extraordinary

Shareholders’ Meeting shall determine the terms and conditions of issuance of any dividend certificates that it may decide to issue, including the determination of a maximum amount of dividends to be earned during their term of duration, their term of duration, and the terms and conditions of payment, including their payment currency and the protections that the shareholders’ meeting may provide for the receipt of such dividends in the applicable currency. Such dividends may be fixed, variable, eventual or contingent on any event that the shareholders meeting may determine, or any combination of the above, with or without a preference or priority with respect to dividends to be earned by one or more classes of shares of the Company. The dividend certificates may be issued as certificated securities or book-entry securities, and they shall be registered and non-endorsable. The Company shall be in charge of the registration of (i) the ownership of the dividend certificates and (ii) the dividend payments made to them. The dividend certificates may be totally o partially redeemable at the Company’s exclusive option and pursuant to the terms and conditions to be set forth by the Extraordinary Shareholders Meeting for such purpose. The Extraordinary Shareholders Meeting shall also determine the rights that may correspond to each class of dividend certificates with respect to the Company’s liquidation proceeds, including the right of preference or priority in the liquidation proceeds vis a vis one or more classes of shares of the Company, once the par value of such class or classes of shares is reimbursed. Once the dividend corresponding to the dividend certificates is received, the dividend certificates shall have no right to participate in any other payment or distribution to be made by the Company, during its normal course of business or at its liquidation. The dividend certificates shall have no right to any liquidation proceeds, liquidation dividend or similar if the Company is dissolved without liquidation as a result of being merged into another company that will become its successor, as there is no liquidation of the Company, without detriment to the rights of the dividend certificates to receive dividends pursuant to their terms and conditions of issuance. The Extraordinary Shareholders Meeting that decides the amortization of shares and the issuance of dividend certificates pursuant to the terms of Section 228 of Law No. 19,550, may authorize the Directory to issue any kind of dividend certificate pursuant to the terms and

conditions that such Shareholders Meeting may determine. Neither the dividend certificates nor their holders shall have any preemptive right or right of accrual, nor any right to subscribe new shares of any class or any dividend or participation certificates. (THIS COMPARISON IS BASED ON SECTION FIVE OF THE AMENDED BYLAWS APPROVED BY THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING HELD ON MAY 23, 2017, WHICH REGISTRATION IS PENDING).

Section Seven : In case of delay in the payment of capital, the Board of Directors may choose any of the following alternatives: a) provide that the relevant subscription rights be sold by public auction or through a stock broker in case of tradeable shares , in which case the delinquent subscriber shall pay for the auction or brokerage expenses and the penalty interest, notwithstanding its liability for damages; b) declare the lapsing of such subscription rights, which penalty shall be effective after demanding payment for a maximum term of thirty days, implying the loss of all sums paid; or c) enforce performance of the subscription agreement and the relevant damages.

Section Eight: Pre-emptive right for the subscription of new issues of shares of common stock shall be governed by section 194 of Law 19,550. In case of an issue of shares of the ~~three~~ four classes provided for in section four hereof, the accretion right shall be limited to the shares of the relevant class which have not been subscribed for. If, once the right of first refusal has been exercised, there still remain Class “B” or “C” shares to be subscribed for, the same may be subscribed for by shareholders of the ~~three~~ other classes, indistinctly, in proportion to the shares they have subscribed for on such occasion. Only when there still remain shares for subscription after the exercise of the abovementioned rights, the same can be offered to third parties.

Section Ten : The company is managed and administered by a Board of Directors consisting of ~~such number of members as determined at the shareholders’ meeting, which must be no less than three and no more than~~ eleven . to seventeen members. Such members hold office for the term of three fiscal years. At the shareholders’ meeting, the shareholders must designate the same or a lesser number of alternate members for the same term in order to fill any vacant member position which may arise, following the order

or method indicated at the meeting, notwithstanding the provisions of section 11 hereof. At their first meeting, directors shall designate a Chairman and a Vice-Chairman. The Vice-Chairman shall replace the Chairman in case of the latter’s absence or inability to act as such. Meetings of the Board of Directors shall be held once every three months and at any time the Board of Directors so decides. The meetings of the Board of Directors must be called with no less than twelve-calendar days’ notice to deal with ordinary matters and upon no less than three-calendar days’ notice for urgent matters. For such purpose, the Chairman, or Vice-Chairman in case the Vice-Chairman is replacing the Chairman, shall give notice to members of the Board at their special domiciles by certified mail, acknowledgment of receipt requested, or by any other effective means, including by telex. Such notice must state the date, time and place of the meeting as well as the agenda thereof. Prior notice for such meetings shall not be necessary if all of the members of the Board of Directors are present. The Board of Directors can only hold a meeting if a majority of its members, who shall constitute a quorum, are in attendance and may pass resolutions by a plurality vote of those members present. In case of a tie vote, the Chairman shall have two votes. , except that approval of the Special Majority Matters listed below shall also require: (a) the affirmative vote of at least one director nominated by Class A for appointment by the general shareholders meeting; and (b) the affirmative vote of at least one director nominated by Class D for appointment by the general shareholders meeting. If there is a tie in a vote at a meeting of the Board of Directors, where the Vice-Chairman replaces the Chairman, the Vice-Chairman shall not have two votes. The Board of Directors may also hold meetings with its members communicated via videoteleconference, in which case both physical and remote participation shall be considered for the purpose of establishing a quorum. The minutes of these meetings shall be prepared and signed by the attending directors and members of the supervisory committee within five (5) days from the date the meeting is held. The members of the Supervisory Committee must expressly indicate in the minutes the names of those directors participating remotely and the legitimacy of the decisions made during the meeting. The minutes shall also include the statements of those directors physically present as well as of those participating remotely and the votes cast thereby in respect of

each resolution adopted. The Shareholders’ Meeting shall determine the compensation of the Board of Directors. Under the terms of section 270 of Law 19,550, the Board of Directors may designate the General Manager (CEO) as well as special managers (special executive officers) who are not required to be Company Directors . The following matters are Special Majority Matters subject to the special majority rules set forth in this Section:

(i) any change, amendment, complement or replacement of the bylaws or any other organizational document of the Company or any Controlled Company;

(ii) Any material change in the business management of the Company or any Controlled Company that is not related to the provision of video, telephony, data and other related services, or any new service provided by similar information technology and communications companies in other markets, and other businesses reasonably related thereto;

(iii) the hiring of any officer or employee of the Company or any Controlled Company to work in a key position such as: Director or Chief Executive Officer (CEO), Chief Operating Officer (COO), Chief Technical Officer (CTO), Chief Financial Officer (CFO) or any other officer or employee of the Company or any Controlled Company who reports directly to the Director or Chief Executive Officer (CEO) or to the Company’s Vice-Chairman, or reports jointly to the Director or Chief Executive Officer (CEO) and the Company’s Vice-Chairman or the Sub-Chief Executive Officer, if any, such as the Internal Auditor (or, in any case, any other officer or employee who holds responsibilities similar to those of the above mentioned positions) or any other position expressly designated as a key position, such as the Purveyance Director, Legal Affairs Director, Human Resources Director, Director of Regulatory Matters and Institutional Relations Director, and the dismissal of the Chief Financial Officer and the internal auditor.

(iv) Any replacement of the Company’s external auditors or tax advisors, except if any of Deloitte Touche Tohmatsu, PricewaterhouseCoopers, KPMG or EY are appointed;

(v) The creation of any Committee of the Board of Directors of the Company or any Controlled Company, or the increase or reduction of the powers of any existing committee of the Board of Directors of the Company or of any Controlled Company:

(vi) Any merger by absorption or regular merger of the Company or any Controlled Company in one transaction or a series of related transactions, or the acquisition of assets (including capital stock -as such term is hereinafter defined- or other securities) by the Company or any Controlled Company, in which the Company or any Controlled Company’s capital stock is used as consideration, except for the merger of the Company with Cablevisión Holdings S.A. where (1) the Company is the surviving company, (2) no assets or liabilities other than shares issued by the Company and existing liabilities of Cablevision Holdings S.A. in minimum quantities not exceeding US$1 million are transferred to the Company, (3) no economic or political dilution affects the Company’s shareholders because of the exchange ratio of shares issued by Cablevisión Holdings S.A. to shares issued by the Company or for any other reason as a result of the merger; and (4) the merger qualifies as a tax free reorganization pursuant to Argentine law.

(vii) Any acquisition by the Company or any Controlled Company, in one transaction or a series of related transactions (except with any Subsidiary of the Company) of assets (including capital stock or other securities), other than acquisitions in which all payments or the assets’ fair Market Value do not exceed U$S 50 million.

(viii) Any act of disposition of assets by the Company or any Controlled Company in one transaction (except with a wholly owned Subsidiary (except for the minimum number of shares necessary to comply with the requirement of a second shareholder)) in which the Market Value of the assets exceeds U$S30 million, except when such disposition is required by a competent governmental authority’s order;

(ix) the issuance, delivery, offer, sale, acquisition, redemption or purchase by the Company or any Controlled Company of shares of any class or series of its Capital Stock or other securities convertible into, or exercisable or exchangeable for, or options, warrants or rights of any kind to subscribe or acquire, shares of any class or series of its Capital Stock or other securities or any share restructuring, subdivision, recapitalization, combination or reclassification of the Capital Stock of the Company or any Controlled Company, or the entering into any agreement, contract, engagement or undertaking relating to the above;

(x) The adoption of any equity compensation program for directors and officers of the Company that provides for the issuance of securities or rights under their Market Value or that, once issued or exercised, would represent more than two percent (2%) of the Capital Stock of the Company or U$S 5 million;

(xi) The commencement of an insolvency proceeding ( concurso ) by the Company or the entering into a debtor relief private agreement ( acuerdo preventivo extrajudicial ) pursuant to the Argentine insolvency law, or any other action filed pursuant to any other insolvency or bankruptcy law of Argentina or any other place, or the Company or any Controlled Company’s acknowledgement in writing of the bankruptcy, insolvency, state of default or general inability to pay its debts when due.

(xii) The incurring of indebtedness by the Company or any Controlled Company, except for Debt that, once added to any other outstanding Debt of the Company and its Controlled Companies (net of any cash deposits in custody solely allocated to pay Debt) does not exceed three (3) times the Company’s consolidated EBITDA for the twelve (12) month period immediately prior to the incurring of such Debt for which the Company’s consolidated financial statements are available;

(xiii) The creation or imposition of a Lien over any asset of the Company or any Controlled Company with a Market Value exceeding U$S 30 million, except for those liens especially approved as part of the Capital Expenditures or assets acquisition authorization.

(xiv) the granting of a loan or an advance payment to any person or the granting of a guarantee of the obligations of a person, except for (A) the guarantee of a Controlled Company’s Debt allowed under paragraph (xii) of this Section, or (B) any commercial advance payment previously approved in connection with projects approved under paragraphs (vii) or (xv) of this Section, or (C) commercial advance payments to the Company’s or any Controlled Company’s suppliers not exceeding U$S 20 million in the aggregate in one transaction or a series of transactions;

(xv) The approval of Capital Expenditures exceeding U$S 1 million in the aggregate in any applicable fiscal year, except for those Capital Expenditures necessary to maintain the proper functioning of the Company’s premises, equipment and systems, including the renewal and replacement of obsolete material;

(xvi) Any contractual agreement or other engagement by which the Company or its Controlled Companies assume payment obligations exceeding (i) U$S 5 million (or its equivalent in another currency) in connection with transactions

that are not in the ordinary course of business and (ii) U$S 30 million in connection to transactions in the ordinary course of business, and in each case, that are not subject to another paragraph of this Section;

(xvii) The approval of transactions with any person that is controlled by, or controls, or is under common control with a Shareholder;

(xviii) The decisions relating to the consolidation of operations between the Company and its Controlled Companies, except in those cases in which the shareholders are not politically or economically diluted and where there is no transfer or assumption of liabilities of third parties nor transfer or assumption of a negative net worth;

(xix) The approval during any fiscal year of (i) any increase in the CEO’s compensation exceeding 10% in real terms after considering the effects of inflation in U.S. dollars or Argentine pesos depending on the currency in which the applicable compensation is determined and (ii) any increase in the compensation of those employees or officers who occupy key positions in the Company or any Controlled Company if following such increase the annual compensation of such employee for such fiscal year exceeds 80% of the CEO’s annual compensation for such fiscal year in real terms.

(xx) The approval of new Business Lines or the discontinuation of Business Lines of the Company or any Controlled Company;

(xxi) Any amendment to the dividends policy, or the entering into contracts or agreements imposing restrictions or conditions for the approval or payment of dividends or any distribution to the Shareholders;

(xxii) The filings or requests or petitions for approval of the registration or registration’s cancellation of securities with local or international governmental entities, or the listing or listing’s cancellation of securities

tradable at local or international securities markets.

(xxiii) The approval of the Annual Consolidated Budget and the Business Plan of the Company and its Controlled Companies, except when it has been approved unanimously at the Company’s Executive Committee.

For purposes of these bylaws, the following terms shall have the meaning assigned to each of them below:

“Affiliate” means, with respect to a specified person, any other person that, at the date of determination of its condition as Affiliate, directly or indirectly, through one or more intermediates, Controls or is Controlled by or is under the common Control with the Person specified; provided that no shareholder shall be considered an Affiliate of any of the other Shareholders due to the sole fact of having made an investment in the Company; and further provided that neither the Company nor any Controlled Company shall be considered an Affiliate of a Shareholder.

“Capital Stock” of a person means any and all shares, rights, purchase rights, warrants, equity securities, convertible notes, options, participations, rights thereto or similar rights (whatever their name) of the capital stock of such Person, or other equity participations, including partnership or membership interests, whether limited or unlimited, in such Person, and also including any preferred share and all rights, warrants or options convertible into such shares of capital stock, whether they are outstanding as of the date of the trust agreement or are issued thereafter.

“Control” means, with respect to any Person (except an individual), 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 securities, membership interests or shares with a right to vote or by contract or otherwise.

“Debt/EBITDA Ratio” means, with respect to the Company, at any moment, the ratio of

its net consolidated Debt, as of the date of the Company’s most recent available consolidated balance sheet, to its consolidated EBITDA for the four most recent quarters for which income and cash flow statements are available for such Person, prepared in accordance with Argentine GAAP on the basis of the most recent accounting statements published by the Company.

“Debt” means, with respect to any person at the time of determination, without duplication, (a) all obligations of such person for borrowed money (including overdraft) or for the deferred purchase price of property or services, excluding commercial debts and other obligations (including pending payments) incurred in the ordinary course of business (evidenced or not by a promissory note), but including, among others, all obligations of such Person, contingent or otherwise, in connection with letters of credit and acceptances issued pursuant to letters of credits, bankers’ acceptance lines or similar, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person incurred in or arising from a conditional sale agreement or other title retention agreement relating to property acquired by such person (even when pursuant to the agreement the rights and actions of the seller or lender in case of breach are limited to recovering the possession of the asset or its sale), but excluding commercial obligations incurred in the ordinary course of business; (d) all capital lease obligations of such person, (e) any debt of other persons referred to (but not excluded from) in (a) to (d) above and all dividends of other Persons, which payment is guaranteed (or with respect to which such debt’s creditor has a right, contingent or otherwise, to be guaranteed) by means of a lien created on or relating to an asset (including, among others, accounts and contractual rights) owned by such person, even when such person has not assumed or accepted responsibility for the payment of such debt (considering that the amount of the obligation thus guaranteed is lower than the value of such asset), (f) all guarantees granted by such person of the debt referred to in this definition corresponding to any other person, (g) all the capital stock of such person that may be rescued, valued at the highest price between the maximum determined voluntary and involuntary repurchase price, plus all accrued and unpaid

dividends; (h) all obligation of such Person arising from or in connection with interest rates or currency exchange rates agreements; and (i) the seller’s financing. For purposes of this definition, the “maximum determined repurchase price” of the capital stock that may be subject to redemption and does not have a determined purchase price shall be the fair market value of such capital stock subject to redemption. The fair market value shall be determined in good faith by the Company’s Board and shall be reflected in a Board resolution. The Debt shall not include (a) obligations of any Person (i) that arise from a bank or other financial entity’s payment of a check, transfer or similar instrument that may have been issued without funds in the ordinary course of business, as long as such obligations terminate within two (2) business days of having been incurred, unless they were covered by an authorization to overdraw, (ii) derive from an endorsement for the collection of titles of credit, in the ordinary course of business and pursuant to business practices applied in the past and (iii) derived from stand-by letters of credit if they are guaranteed with cash or equivalents and (b) obligations derived from guarantees of compliance, performance or surety bonds, performance insurance, guarantees or court bonds, letters of credit or other similar obligations incurred in the ordinary course of business.

“EBITDA” means the sum for the Company and its subsidiaries, calculated in accordance with Argentine GAAP, of Consolidated Net Earnings, excluding extraordinary results and Affiliates’ results, plus financial revenue (expenditure), income taxes, other items that do not constitute cash and depreciation and amortization expenses corresponding to the applicable period of time.

“Capital Expenditures” means, with respect to any Person during any period, the amount of all expenditures directly or indirectly made as equipment, physical assets, real estate property or improvements made on them or on the goods that replace them, which have been accounted for as additions in the capital goods in the consolidated balance sheet prepared in accordance with the Argentine GAAP, applicable as of the time of their determination.

“Lien” means any mortgage, pledge, guaranty right, charge, claim, attachment, option, security interest, encumbrance, privilege, restriction (including any shareholders agreement or voting trust), or any other restriction of any type, in each case created or perfected with the purpose of guaranteeing financial debt or financial obligations or with any other purpose.

“Market Value” means, with respect to the Company, the Company’s shares or any other asset or good (including securities), the cash price at which a seller would be ready to sell and a buyer would be ready to buy in an arm’s length transaction, being each of the parties free from any pressure or coercion to buy or sell, in each case pursuant to the assessment made by an independent investment bank selected by the Company.

“Argentine GAAP” means generally accepted accounting principles in Argentina, from time to time.

“Subsidiary” means, with respect to any specified person, any other person in which at least 50% of its capital stock or stocks with the right to vote belong, directly or indirectly, to the specified person and/or one or more of its Subsidiaries.

“Material Subsidiary” means a Company’s Subsidiary which assets, considered either individually or in a consolidated manner, as of the date of the most recent audited consolidated balance sheet as of the date of determination, represent at least 10% of the Company’s consolidated assets.

Section Ten Bis : The company shall have an Audit Committee ~~under the terms of Section 15 of Decree N° 677/01~~ pursuant to applicable rules . Such Committee shall act as a group and be composed of no less than three Directors who will be appointed by the Board of Directors by a simple majority of votes. The majority of the members of the

Audit Committee must be independent directors, according to the standards set forth by the Comisión Nacional de Valores. The Board of Directors shall issue rules concerning the composition, powers, operation and other particularities of the Audit Committee, which shall be governed by the provisions of the law, the bylaws and the rules of the Comisión Nacional de Valores.

Section Eleven : Regular and Alternate Directors shall be elected and removed by the Ordinary Meeting of Shareholders on the plurality vote of the holders of the ~~three~~ four classes of shares.

Section Thirteen : The Board of Directors has all the powers to administer and dispose of assets, including those for which the law requires the granting of special powers of attorney, pursuant to section ~~1881~~ 375 of the Federal Civil and Commercial Code and section 9 of Decree-Law 5965/63. Accordingly, it may, on behalf of the company, do any legal act in furtherance of the company’s purpose, namely, operate with Banco de la Nación Argentina, Banco de la Provincia de Buenos Aires and any other public or private credit institutions, establish agencies, branch offices and any other kind of representative office within the country or abroad; grant to one or more persons, judicial powers, even to file a criminal complaint, or extrajudicial powers for the purpose and with the scope it may deem convenient. The Chairman and the Vice Chairman of the Board of Directors ~~, or his substitute, is the legal representative of~~ shall legally represent the Company jointly . Notwithstanding this, the company shall be represented in court by the Director or Directors, or the special agents, designated by the Board of Directors to such effect, who will have ample powers in this respect, even to ask and answer interrogatories on behalf of the company, with powers of substitution, if the Board of Directors so decides. The Board of Directors may designate an Executive Committee which, under the supervision of the former, shall engage in the management of the internal corporate affairs; the preliminary analysis of significant plans and initiatives to be submitted to the Board of Directors for approval; the follow-up of the Board of Directors’ decisions to supervise implementation and fulfillment thereof and the management of any transaction concerning the corporate ordinary affairs. The Executive Committee shall be composed of ~~three~~ five ~~( 3~~ 5 ) regular directors. It shall meet at least ten (10) times a year and shall keep a minutes’ book for

all its meetings. The Committee meetings shall be attended by all its members in person or via video or teleconference. Decisions shall be unanimously adopted; if no unanimous decision is reached after two successive meetings, the matter shall be submitted to the consideration of the Board of Directors. The Board of Directors is empowered to approve the Executive Committee Rules for the purpose of determining the powers and governing the transactions of the Committee in accordance with the provisions of these By-laws . .

Section Fourteen : The supervision of the company is in the hands of a Supervisory Committee composed of ~~three or~~ five regular members and three or five alternate members whose number and election shall be determined by the Shareholders’ Meeting for the term of one fiscal year. The Supervisory Committee shall validly meet with the presence of a majority of its members and its resolutions shall be passed by a plurality vote of those members present, notwithstanding the rights of the withdrawing member. The Supervisory Committee shall elect its Chairman from its regular members, in the event the shareholders’ meeting has failed to do so. The alternate members of the Supervisory Committee shall fill any vacancy that may arise in the order or according to the method indicated by the Shareholders’ Meeting. The Supervisory Committee may be represented by any of its members at the meetings of the Board of Directors or Shareholders.

Exhibit 8

Annex V

Transactions with Related Parties of Cablevisión.

CLIENTS

Company		Purpose
ARTE GRAFICO EDITORIAL ARGENTINO S.A.		Cable Television, Internet
ARTE RADIOTELEVISIVO ARGENTINO S.A.		Cable Television, Internet
ARTES GRAFICAS RIOPLATENSE S.A.		Cable Television, Internet
CANAL RURAL SATELITAL S.A.		Cable Television, Internet and Advertising
COMPAÑÍA DE MEDIOS DIGITALES (CMD) S.A.		Cable Television, Internet
COMPAÑÍA INVERSORA EN MEDIOS DE COMUNICACION S.A.		Cable Television, Internet
CUSPIDE LIBROS S.A.		Cable Television, Internet
DIARIO LOS ANDES HNOS. CALLE S.A.		Cable Television, Internet
GC GESTION COMPARTIDA S.A.		Cable Television, Internet
GRUPO CLARIN S.A. / CABLEVISION HOLDING S.A.		Financial Loans
LA VOZ DEL INTERIOR S.A.		Cable Television, Internet
MAS LOGISTICA S.A.		Cable Television, Internet
PAPEL PRENSA S A I C F Y DE M		Internet
POLKA PRODUCCIONES S.A.		Cable Television, Internet
RADIO MITRE S.A.		Cable Television, Internet and Advertising
TELE RED IMAGEN S.A.		Cable Television, Internet
TELECOR S.A.C.I.		Cable Television, Internet
TELEDIFUSORA BAHIENSE S.A.		Cable Television, Internet
UNIR S.A.		Cable Television, Internet
UTE FEASA		Cable Television, Internet

SUPPLIERS

Company		Purpose
CONTENT
ARTE RADIOTELEVISIVO ARGENTINO S.A.		Programming / Co-production
CANAL RURAL		Programming
TELE RED IMAGEN S.A.		Programming
POLKA PRODUCCIONES S.A.		Co-production
RADIO MITRE S.A.		Programming

ADMINISTRATIVE
GRUPO CLARIN S.A. / CABLEVISION HOLDING S.A.		Management Fees
GC GESTION COMPARTIDA S.A.		Advisory Services, Collection Fees

ADVERTISING/SERVICES
ARTE GRAFICO EDITORIAL ARGENTINO S.A.		Advertising, ‘Clarín 365’ Benefit Program for CV employees
ARTES GRAFICAS RIOPLATENSE S.A.		Magazine Edition and Distribution
ARTE RADIOTELEVISIVO ARGENTINO S.A.		Advertising
COMPAÑÍA DE MEDIOS DIGITALES (CMD) S.A.		Advertising
COMPAÑÍA INVERSORA EN MEDIOS DE COMUNICACIÓN CIMECO S.A.		Advertising
CUSPIDE LIBROS S.A.		Advertising
DIARIO LOS ANDES HNOS. CALLE S.A.		Commercial Services
IMPRIPOST TECNOLOGIAS S.A.		Printing and Envelope of Invoices
LA VOZ DEL INTERIOR S.A.		Advertising
MAS LOGISTICA S.A.		Distribution Services
TELECOR S.A.C.I.		Advertising
UNIR S.A.		Services and Distribution