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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 April, 2016

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 office)

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

Form 20-F x Form 40-F ¨

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 ¨ 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 ¨ 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 ¨ No x

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

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Telecom Argentina S.A.

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Item 1.

Buenos Aires, March 28, 2016

Comisión Nacional de Valores

S              /                  D

From our consideration:

Ref: Telecom Argentina S.A.

Report issued by the Board of Directors pursuant to Article 3 (c), Chapter II, Title III of the CNV Rules (NT 2013) regarding Public Offers to Purchase

As president of Telecom Argentina S.A. (“Telecom Argentina” or “The Company”), it is my pleasure to address this letter to you regarding the Public Offer to Purchase as a result of a change of control announced by Fintech Telecom LLC (“Fintech”) on February 24, 2016 (the “Mandatory Public Offer”).

In this regard, we attach to this letter the following documents:

1) Report issued by the Board of Directors of Telecom Argentina on the date hereof regarding the reasonableness of the price offered by Fintech in the context of the Mandatory Public Offer, as required under Article 3 (c), Chapter II, Title III of the CNV Rules (NT 2013).

2) Minutes No. 335 of the Board of Directors including the relevant part of the transcription of the aforementioned Report issued by the Board of Directors attached as item 1).

3) Copy of the valuation report issued by Quantum Finanzas S.A., an independent firm hired by the Company as approved by the Board of Directors of the Company on March 8, 2016.

4) Copy of the valuation reports prepared by the two (2) independent firms hired by Fintech, Buenos Aires Advisors S.C. and Columbus MB S.A., as required by the applicable legal framework.

Yours sincerely.-

Mariano M. Ibáñez

President

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Item 2.

REPORT BY THE BOARD OF DIRECTORS OF

TELECOM ARGENTINA S.A.

Mandatory Tender Offer upon Change of Control proposed by Fintech Telecom LLC

Pursuant to the provisions set forth in the Rules of the Argentine Securities Commission (hereinafter, the “CNV”), as restated in 2013, Title III, Chapter II, Section 3, item c) (hereinafter, the “Rules”) and in Argentine Capital Market Law No. 26,831 (hereinafter, the “Capital Market Law”), Sections 86, 87 and related sections, the Board of Directors of Telecom Argentina S.A. (hereinafter, the “Company”) has prepared this report to be filed with the Argentine Securities Commission and Mercado de Valores de Buenos Aires S.A.

The terms and conditions of the Tender Offer considered by the Board of Directors of the Company to prepare this Report are detailed in the Tender Offer Announcement published by Fintech Telecom LLC (“Fintech” or the “Offeror”) on February 24, 25 and 26, 2016, and notified to the Company on February 24, 2016.

Background.

As reported in due time to the supervisory entities and the markets, on November 14, 2013 Telecom Italia S.p.A and Telecom Italia International N.V. (“Telecom Italia Group”) announced their acceptance of Fintech’s offer to purchase the controlling interest held by Telecom Italia Group in Sofora Telecomunicaciones S.A. (“Sofora”) and indirectly in Telecom Argentina S.A., Telecom Personal S.A., Nortel Inversora S.A. (“Nortel”) and other subsidiaries of the Company, which was amended on October 24, 2014 (the “Stock Purchase Agreement”). The purchase of the Company’s controlling interest under such Stock Purchase Agreement was subject to prior approval by the Argentine telecommunications regulatory authority (at the time, the National Secretary of Communications, subsequently the Federal Information Technology and Communications Authority (“AFTIC”), and its current successor, the National Communications Entity (“ENACOM”)).

On October 15, 2015, by Resolution No. 491/2015, AFTIC, the then supervisory authority, refused the authorization requested under the relevant application filed for the purchase of the controlling interest on Sofora pursuant to the Stock Purchase Agreement. Fintech, Telecom Italia Group, W Argentina de Inversiones S.A., Telecom Argentina and Telecom Personal filed each a motion for reconsideration against that Resolution.

On February 17, 2016, the Company received notice of ENACOM Resolution No. 64/2016, pursuant to which the motion for reconsideration filed against AFTIC Resolution No. 491/15 by the Company, among other parties, was partially upheld and it was decided that the transfer of Telecom Italia Group’s shares in Sofora would continue under examination.

On February 24, 2016, the Company informed the CNV and the Buenos Aires Stock Exchange that it had received from the Offeror the announcement that the Offeror intended to make a mandatory tender offer for the purchase of all Company’s Class B shares listed on Mercado de Valores de Buenos Aires S.A. (hereinafter, the “Shares”).

The Offeror offers to pay, as sole consideration, a price of Pesos 46 (Argentine Pesos forty six) for each Company’s Share (less any cash dividends per share that may be paid by Telecom Argentina from the date of such Announcement up to the date of payment of the offered price) (hereinafter, the “Offered Price”). This amount will be paid in Argentine pesos in Argentina.

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Also, the Tender Offer Announcement provides that the Tender Offer will be effective for a general period of 20 trading business days (the “General Period”) and an additional period (the “Additional Period”) of 5 trading business days. The General Period will begin on the date informed in due time by means of the publication of a new notice after the Argentine Securities commission’s authorization for the Offer Receipt Period to begin has been obtained and all other conditions precedent that this Tender Offer is subject to have been satisfied. After the General Period has elapsed, the Additional Period will be granted for five trading business days as from the end of the General Period so that any Shareholders that have not accepted the Tender Offer within the General Period may do so during the Additional Period (the end date of the Additional Period will be “Expiration Date”). The “Offer Receipt Period” is defined as the period from the beginning of the General Period until the Expiration Date. After the Additional Period has elapsed (taking into account any extension thereof pursuant to the preceding sentence, if applicable), the Tender Offer will expire and no more acceptances will be received under the Tender Offer.

Also, the Announcement provides that the consummation of the Tender Offer will be subject, among other conditions detailed in the Offering Memorandum, to the requirement that before the Offer Receipt Period begins: (i) the final purchase of a directly controlling interest in Sofora by Fintech Telecom LLC has been perfected, (ii) any approvals for such final purchase of a controlling interest have been obtained from ENACOM and the Argentine Antitrust Law enforcement authority and are then in effect, subject to no conditions that may be prejudicial to the Offeror or Telecom Argentina, and (iii) the authorization for the Tender Offer, in the terms specified by the Offeror, has been obtained from the CNV pursuant to applicable regulations and is then in effect.

Finally, on March 7, 2016, the ENACOM authorized the purchase of 51% of Sofora’s ordinary shares which was pending completion under the Stock Purchase Agreement, and on May 8, 2016 the transaction involving the transfer of the 51% shareholding held in Sofora by Telecom Italia Group to Fintech was closed, and accordingly Telecom Italia Group ceased to be the Company’s indirectly controlling shareholder.

In respect of the Offered Price and for purposes of this report, the Board of Directors of the Company decided to retain the services of Quantum Finanzas S.A. (hereinafter, “Quantum Finanzas”) as independent financial advisors so that they will express their opinion, from a financial point of view, on the Price Offered by the Offeror and on the opinion expressed by two independent valuators proposed by the Offeror, Columbus MB S.A. (“Columbus”) and Buenos Aires Advisors S.C. (“BA Advisors”).

The reports received from the Offeror and from Quantum Finanzas were distributed to the directors and members of the Supervisory Committee.

Valuation Reports.

Quantum Finanzas S.A.

On March 23, 2016, the Board of Directors of the Company received the report requested from Quantum Finanzas as stated above. This firm made its valuation as of March 17, 2016, that is, on a date subsequent to the Offeror’s announcement of the Tender Offer, as shown in the table below:

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In this respect, Quantum Finanzas stated that from its analysis it may be concluded that the Price Offered under Tender Offer is within a range that may be considered reasonable.

Also, Quantum Finanzas did not have any objections to the reports submitted by Columbus and BA Advisors, and emphasized that the amounts arrived at in such reports are not markedly different from Quantum Finanzas’ own estimates. These valuations were made as of February 23, 2016, and Quantum Finanzas pointed out that from such date to the date of its own report some changes had occurred in macroeconomic conditions, which may have had an effect on the valuation amount.

Quantum Finanzas indicated that the Stock Market Price and Net Asset Value methods have certain limitations to be considered a representative value reference, and consequently, although the respective calculations have been included in its Report, these calculations were not taken into account when weighing amounts to determine the share price. In particular, in relation to the Stock Market Price method, Quantum Finanzas believes that the average market price of the shares is not too representative of the actual value of the company because, in addition to the large number of events that may have modified the political, macroeconomic and business circumstances during the 6 months elapsed before the Tender Offer was launched, the secondary market for these shares is of limited depth (an average US$ 250,000 per day).

Reports submitted by Columbus MB S.A. and Buenos Aires Advisors S.C.

The following table shows the valuations provided by these firms, on a comparative basis:

Notwithstanding the different weighing methods, the results obtained by both firms are consistent and both firms have concluded that the Offered Price is Reasonable.

Their results are also consistent with the range of valuations as determined by Quantum Finanzas, although the latter firm only took into account two of the methods applied when weighing the Stock Market Price and Net Asset Value, for the reasons explained in its report.

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Opinion of the Board of Directors on the reasonability of the Offered Price and technical recommendation

To express their opinion and make a technical recommendation, the Board of Directors of Telecom Argentina took into account the fact that under applicable law the Tender Offer Announcement and the determination of the Offered Price must be made before the company’s takeover, and the reports submitted by the Company and by the firm retained by the Company for such purpose were prepared after such takeover.

On the basis of the conclusions derived from the Report submitted by Quantum Finanzas and this firm’s opinion on the work carried out by Columbus and BA Advisors, the Board of Directors of the Company believes that the Offered Price is reasonable and equitable under applicable regulations, because on the one hand such price is higher than the price arising from the valuation methods applied by the firms retained by the Offeror prior to its announcement of the Tender Offer, and is within the range considered reasonable by the firm retained by the Company on a date subsequent to such announcement and the date of the Company’s takeover.

In this context, and considering the nature and the terms of the Tender Offer, including the possible purchase of all Company’s Class B shares, the stock market price of the Shares currently prevailing in Mercado de Valores de Buenos Aires, the limited depth of the secondary market for the Shares which has been underlined by Quantum Finanzas in its report, and the circumstance that the Tender Offer is subject, among other things, to the Argentine Antitrust Law enforcement authority’s approval of the final purchase of an indirectly controlling interest in the company having been obtained and being in effect, under no conditions that may be prejudicial to the Offeror or Telecom Argentina, and that the time when such approval will be granted may not be known in advance, the Board of Directors of the Company recommends to the Shareholders that, for so long as the Tender Offer is in effect, they should consider the Offered Price as a reasonable base price for the sale of all the Shares, and that consequently, at the time the Offer Receipt Period is formally announced, they should make their decision to accept or reject the Tender Offer depending on whether the listed price of the Shares, in the number then intended to be sold by each investor, is below or above the Offered Price, respectively.

Notwithstanding the foregoing, Shareholders must bear in mind that (i) the recommendation made by the Board of Directors of the Company is not binding on the Shareholders; (ii) the opinion expressed by the Board of Directors of the Company must be understood as an additional element among others that the Shareholders must take in consideration, and consequently must not be a determining factor in the decision made by such Shareholders in relation to the Tender Offer; and (iii) the acceptance or rejection of the Tender Offer must be derived from an individual and subjective examination to be made by each Shareholder on the basis of its own particular circumstances and based, if deemed necessary and/or advisable by each Shareholder, on inquiries made from its own advisors in respect of legal, commercial, financial, tax and/or other issues related to the Tender Offer.

Actions taken or about to be taken or under consideration with a reasonable possibility to be taken, which in the Management’s opinion may be relevant in relation to the acceptance or rejection of the Offer.

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We report that no actions have been taken or are about to be taken or are currently under analysis with a reasonable possibility that they may be taken, which in the Board of Directors’ opinion may be relevant in relation to the acceptance or rejection of the Tender Offer.

Agreements between the Company or members of the Company’s management body and the Offeror.

There are no existing agreements between the Company and the Offeror. No agreements have been made either between the members of the Company’s management body and the Offeror. However, directors Mariano Ibáñez and Saturnino Jorge Funes have had or currently have a professional relationship with the Offeror and have consequently refrained from taking part in the discussion and voting on the Offered Price and this Report. Mr. Christian Whamond, alternate member of the Company’s Board of Directors, is an employee of the Offeror.

Acceptance or rejection of the Offer by Directors and Senior Managers of the Company who are shareholders.

No Directors or Senior Managers of the Company are the owners of shares issued by the Company.

The Board of Directors

Buenos Aires, March 28, 2016

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Item 3.

TELECOM ARGENTINA S.A.

MEETING MINUTES No. 335

Relevant Part

In Buenos Aires City, on March 28, 2016, at 9.10 a.m., the undersigned Members of the Board and Members of the Statutory Audit Committee met at the corporate headquarters of TELECOM ARGENTINA S.A. (“Telecom Argentina” or the “Company”), Avda. Alicia Moreau de Justo 50. Due to the circumstantial absence of regular Board Members Gerardo Werthein and David Manuel Martínez, their alternates, Eduardo Federico Bauer and Saturnino Jorge Funes, attended the meeting. Also in attendance were the CEO, Ms. Elisabetta Ripa; the Chief Administration, Finance and Control Officer, Adrián Calaza, and the Board Secretary, Ms. María Delia Carrera Sala.

The meeting was chaired by the Chairman of the Board, Dr. Mariano Marcelo Ibáñez, who, having determined a quorum, submitted for the consideration of Board Members and Statutory Audit Committee Members the following items on the agenda:

I.-   TENDER OFFER ANNOUNCED BY FINTECH TELECOM LLC. COMPLIANCE WITH THE REQUIREMENTS IMPOSED ON THE COMPANY BY THE NATIONAL SECURITIES COMMISSION (COMISIÓN NACIONAL DE VALORES, CNV).

The Chairman took the floor and stated that, as known by all in attendance, on February 24, 2016 Fintech Telecom LLC notified the Company of the submission and formulation of a mandatory tender offer due to change of control and acquisition of a significant indirect stake on all Class B common shares issued by the Company listed on Mercado de Valores de Buenos Aires S.A., in accordance with the provisions of article 87 and subsequent articles of the Capital Markets Law No. 26,831 and Section II, Chapter II, Title III of CNV Rules (hereinafter the “Tender offer”).

The Chairman went on to say that CNV Rules require the issuing company to fulfil the following obligations:

1.  “Give an opinion on the fairness of the Price Offered in the Tender offer, and make a technical recommendation on its acceptance or rejection. Additionally, give an opinion on the reports drafted by two independent expert valuation firms and on their main contents”;

2.  “Report any decision made, to be made forthwith or under review and reasonably likely to be adopted, which in the Directors’ judgment would be relevant for the acceptance or rejection of the tender offer,” and

3.  “Report on whether the directors and senior managers who are shareholders of the issuing company intend to accept or reject the tender offer.”

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In order to fulfil these duties, the Company decided to hire the firm Quantum Finanzas S.A. (“Quantum”) to provide an independent opinion on the Company’s valuation enabling the Board to reach a grounded decision on the fairness of the Offered Price. Additionally, the valuation reports prepared by Columbus MB S.A. (“Columbus”) and Buenos Aires Advisors S.C. (“BA Advisors”), the two independent valuation firms hired by Fintech Telecom LLC to set the Bidder’s Offered Price, were made available to the abovementioned valuation firm.

The Chairman went on to say that the Company had sent to Board Members ahead of the meeting the independent experts’ report on the Tender offer prepared by Quantum and the other two independent valuation firms. It was placed on record that the copies of said reports were put on file at the Board Secretary’s office.

The Chairman went on to say that it was now the responsibility of the Board to assess the reports received and meet the requirements of CNV Rules.

Board Members Mariano Ibáñez and Saturnino Jorge Funes took the floor and stated that, due to their relationship with the Bidder, they believed it was prudent not to give an opinion on this item, so they refrained from taking part in the discussion and vote of this item, in compliance with the provisions of Law No. 19,550 article 272.

Board Members reviewed the assumptions considered by the valuation firms, the methods applied by each of them in compliance with applicable standards, their weighting estimates, the specific calculation formulas attached to each of those reports, and the conclusions drawn based on those exercises.

The charts below summarize the work of the abovementioned valuation firms.

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Valuations by Columbus and BA Advisors, on a comparative basis:

Valuation performed by Quantum Finanzas S.A. (March 17, 2016):

Additionally, Quantum Finanzas expressed that it had no objections to the reports submitted by Columbus and BA Advisors, and confirmed that their valuations were not significantly different from its own estimates. Those valuations were made as of February 23, 2016, and Quantum Finanzas mentioned that between that date and the date of its report, some variations had occurred in macroeconomic conditions that might have affected the valuation.

After an adequate review of the reports submitted by valuation firms, the Board with qualified votes and the abovementioned abstentions unanimously resolved:

(i)   To report that the price offered by the Bidder in the Tender Offer was fair and reasonable as of the date of formulation of the Tender Offer, and

(ii)  To approve the Board’s Report on the Tender offer transcribed below, including the Board’s technical recommendation regarding the Tender offer.

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REPORT FROM THE BOARD OF

TELECOM ARGENTINA S.A.

Mandatory Tender offer Required by the Change of Control submitted by Fintech Telecom LLC.

In accordance with the provisions of the National Securities Commission (hereinafter, “CNV”) Rules, restated in 2013, Title III, Chapter II, Article 3, paragraph c) (hereinafter, the “Rules”) and the provisions of the Capital Markets Law No. 26,831 (hereinafter, the “Capital Markets Law”), Articles 86, 87 and related articles, the Board of Telecom Argentina S.A. (hereinafter, the “Company”) issues this report for submission to Comisión Nacional de Valores and Mercado de Valores de Buenos Aires S.A..

The terms and conditions of the Tender offer that the Company’s Board considered in preparing this Report are those specified in the Tender offer Announcement released by Fintech Telecom LLC (“Fintech” or the “Bidder”) on February 24, 25 and 26, 2016 and notified to the Company on February 24, 2016.

Background

As duly reported to the control authorities and the markets, on November 14, 2013, Telecom Italia S.p.A and Telecom Italia International N.V. (hereinafter, the “Telecom Italia Group”) announced the acceptance of a tender offer from Fintech for the acquisition of the controlling stake held by the Telecom Italia Group in Sofora Telecomunicaciones S.A. (“Sofora”) and indirectly in Telecom Argentina S.A., Telecom Personal S.A., Nortel Inversora S.A. (“Nortel”) and the rest of the Company’s subsidiaries, which was amended on October 24, 2014 (“Stock Purchase Agreement”). The acquisition of the controlling stake in the Company under said Stock Purchase Agreement was subject to the approval of the telecommunications regulatory entity (formerly, Secretaría de Comunicaciones de la Nación, subsequently, Autoridad Federal de Tecnologías de la Información y las Comunicaciones (“AFTIC”), and its current successor, Ente Nacional de Comunicaciones (ENACOM)).

On October 15, 2015, AFTIC rejected the application for authorization that had been filed for the acquisition of the controlling stake in Sofora under the Stock Purchase Agreement through Resolution No. 491/2015. Fintech, the Telecom Italia Group, W Argentina de Inversiones S.A., Telecom Argentina and Telecom Personal requested the authorities to revise said Resolution.

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On February 17, 2016, the Company was notified of ENACOM Resolution No. 64/2016, partially admitting the request for revision of AFTIC Resolution No. 491/15 that had been filed among other parties by the Company, and decided to go ahead with an analysis of the transaction for the transfer of Telecom Italia Group’s stake in Sofora.

On February 24, 2016, the Company informed CNV and BCBA that it had received from the Bidder an announcement that it would submit, subject to certain conditions, a Mandatory Tender offer (“OPA”) for the acquisition of all Class B common shares of the Company listed on Mercado de Valores de Buenos Aires S.A. (hereinafter, the “Shares”).

The Bidder offered as sole consideration to pay a price of ARS 46 (Argentine Pesos forty-six) per Share of the Company (less cash dividends per share to be paid by Telecom Argentina from the date of said Announcement to the date of payment of the price offered) (hereinafter, the “Offered Price”), payable in pesos, in Argentina.

Furthermore, the Tender offer Announcement indicates that the Tender offer will be valid for a general term of 20 stock exchange trading days (the “General Term”) and an additional term (the “Additional Term”) of 5 stock exchange trading days. The start date of the General Term will be the date that is announced in due time through the publication of a new notice once the authorization of the National Securities Commission (CNV) is obtained to start the Offer Reception Period and once the rest of the precedent conditions of the Tender offer are met. After the General Term expires, the Additional Term will be granted, which will be five stock exchange trading days from the end date of the General Term, so that those Shareholders who have not accepted the Tender offer in the General Term can do so in the Additional Term (the end date of the Additional Term will be the “Expiry Date”). The “Offer Reception Period” is the period from the start of the General Term until the Expiry Date. Once the Additional Term has ended (considering any extension it may have according to the foregoing sentence, if applicable), the Tender Offer will expire, and no further acceptances will be received as part of the Tender Offer.

Additionally, the Announcement determines that the conduct of the Tender Offer is contingent upon, among other conditions stated in the Prospectus, the following conditions being met before the opening of the Offer Reception Period: (i) execution of the definitive acquisition of the direct controlling stake in Sofora by Fintech Telecom LLC, (ii) obtaining and maintaining approval of the definitive controlling stake acquisition from Argentina’s Communication Regulator (ENACOM) and Antitrust Agency, without any conditions that might be prejudicial for the Bidder or for Telecom Argentina, and (iii) obtaining and maintaining authorization of the Tender offer, in the terms formulated by the Bidder, from the CNV, pursuant to applicable regulations.

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Finally, on March 7, 2016, ENACOM authorized the acquisition of 51% of Sofora’s common stock that was pending under the Stock Purchase Agreement, and on March 8, 2016, the transaction for transferring Telecom Italia Group’s 51% stake in Sofora to Fintech was closed; therefore, Telecom Italia Group ceased to be the indirect controlling shareholder of the Company.

As regards the Offered Price and the effects of this Report, the Company’s Board decided to hire independent financial advisor Quantum Finanzas S.A. (hereinafter, “Quantum Finanzas”) to provide an opinion from the financial point of view on the Bidder’s Offered Price and on the reports of the two independent valuation firms submitted by the Bidder, Columbus MB S.A. (“Columbus”) and Buenos Aires Advisors S.C. (“BA Advisors”).

Copies of the reports received from the Bidder and Quantum Finanzas were distributed among the members of the Board and the Statutory Audit Committee.

Valuation Reports

Quantum Finanzas S.A.

On March 23, 2016, the Company’s Board received the abovementioned report prepared by Quantum Finanzas. This valuation firm performed its valuation as of March 17, 2016, i.e., after the Tender offer was announced by the Bidder, as shown below:

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In this regard, the firm stated that its review shows that the Price Offered in the Tender offer is within the range considered reasonable.

Additionally, regarding the reports submitted by Columbus and BA Advisors, Quantum Finanzas stated it had no objections, and pointed out that the values resulting from those reports do not differ significantly from its estimates. Said valuations were made as of February 23, 2016, and Quantum Finanzas mentioned that between that date and the date of its report, certain changes occurred in macroeconomic conditions that might have affected the valuation.

Quantum Finanzas stated that the List Value and Equity Valuation methods have limitations to be considered a benchmark of value, and therefore, even though the calculations are included in the Report, they have not been taken into account in the weighing to obtain the share value. In particular, regarding the List Value, the firm stated that the average market price of the share does not represent the actual value of the Company, because, in addition to the numerous events that could have altered the political, macroeconomic and business circumstances over the six months before the Tender offer launch, the depth of the secondary market for these shares is limited (on average, US$ 250,000 per day).

Reports submitted by Columbus MB S.A. and Buenos Aires Advisors S.C.

The following charts summarize the valuations submitted by the valuation firms, on a comparative basis:

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Notwithstanding the different weighing methods, the results are consistent with each other, and both valuation firms conclude that the Offered Price is reasonable.

Their results are also consistent with the valuation range determined by Quantum Finanzas, though this valuation firm only takes into account two of the methods applied, by weighing the List Value and Equity Value at zero for the reasons stated in its reports.

Opinion of the Board on the fairness of the Price Offered and technical recommendation.

To issue its opinion and make a technical recommendation, the Board of Telecom Argentina took into consideration that, pursuant to applicable regulations, the Tender offer Announcement and the setting of the Offered Price must be made before the takeover of the Company, and the reports of the Company and of the valuation firm hired by the Company to that end were made after said Takeover.

Based on the conclusions provided by the Report submitted by Quantum Finanzas and its opinion on the work done by Columbus and BA Advisors, the Company’s Board believes that the Offered Price is reasonable and equitable in terms of applicable regulations, as on the one hand it is higher than the price arising from the valuation methods calculated by the valuation firms hired by the Bidder before the Tender offer announcement, and on the other, it is within the range considered reasonable by the valuation firm hired by the Company after said announcement and the Company’s takeover.

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In that context, considering the nature and terms of the Tender offer that include the potential acquisition of all of the Company’s Class B shares, the current listed prices of the Shares on the Buenos Aires Stock Exchange, the limited depth of the secondary market of Shares mentioned by Quantum Finanzas in its report, and the circumstance that the Tender offer is subject –among other things- to approval being obtained and maintained for the definitive takeover of indirect control of the Company from the Argentine Anti-Trust Agency, without any conditions that might be prejudicial for the Bidder or for Telecom Argentina, and it is not possible to estimate when it will occur, the Company’s Board recommends the Shareholders that, while the Tender offer is valid, they should consider the Offered Price a reasonable base price for the sale of all of the Shares, and consequently, when the Offer Reception Period is announced, they shall make their decision to accept or reject the Tender offer if the listed value of the Shares, in the volumes that each investor proposes to sell at that time, is below or above the Offered Price, respectively.

The foregoing notwithstanding, the Shareholders are reminded that: (i) the recommendation of the Company’s Board is not binding on the Shareholders; (ii) the opinion of the Company’s Board should be understood as one of the elements that Shareholders must consider, so it should not be determinant of the decision that the Shareholders make regarding the Tender offer; and (iii) the acceptance or rejection of the Tender offer should be the result of an individual and subjective analysis to be made by each Shareholder in accordance with their respective circumstances, and based, if each Shareholder deems it necessary and/or convenient, on consultations with their own advisors on legal, commercial, financial, tax or other aspects associated with the Tender offer.

Decisions made, to be made forthwith or under review and reasonably likely to be adopted, which in the Directors’ judgment would be relevant for the acceptance or rejection of the tender offer.

We report there are no decisions made, to be made forthwith or under review and reasonably likely to be adopted, which in the Directors’ judgment would be relevant for the acceptance or rejection of the tender offer.

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Agreements between the Company or its Board Members and the Bidder.

There are no agreements between the Company and the Bidder. There are no agreements between the Company’s Board Members and the Bidder. However, Directors Mariano Ibáñez and Saturnino Jorge Funes have had or still have professional relations with the Bidder and have therefore refrained from the discussion and vote regarding the Offered Price and this Report. Mr. Christian Whamond, alternate member of the Company’s Board, is an employee of the Bidder.

Acceptance or rejection of the Tender Offer by the Company’s Directors and Senior Managers who are shareholders.

The Company’s Directors and Senior Managers do not hold shares issued by the Company.

The Board

Buenos Aires, March 28, 2016.

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There being no further business to transact, these Meeting Minutes were drawn up, and the Meeting was adjourned at 9.50 a.m.

Signatures: Directors: Mariano Marcelo Ibáñez; Esteban Gabriel Macek; Alejandro MacFarlane; Carlos Alejandro Harrison; Martín Héctor D´Ambrosio; Saturnino Jorge Funes (alternate to Mr. David M. Martínez); Eduardo Federico Bauer (alternate to Mr. Gerardo Werthein). Statutory Auditors: Evelina Leoní Sarrailh; Susana Margarita Chiaramoni; Gustavo A. E. Gené; Gerardo Prieto and Raúl Alberto Garré.

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Item 4.

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Item 5.

BUENOS AIRES ADVISORS

Investment Banking

ASSURANCE REPORT ON

REASONABLE ESTIMATE OF VALUE OF SHARES

VALUED COMPANY: TELECOM ARGENTINA S.A.

DATE: FEBRUARY 23, 2106

PREPARED BY:

BUENOS AIRES ADVISORS S.C.

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I - Background

Telecom Argentina S.A. (hereinafter, indistinctly “Telecom” or the “Company”) was created as a result of the privatization of ENTel, the company formerly in charge of providing public telecommunications services in Argentina.

Telecom was awarded the license to operate in the area designated as Northern Area and started operations on November 8, 1990. The Company provided public telecommunications services on an exclusive basis until October 10, 1999, and as from this date was authorized to provide services under the licenses held by it in the entire Argentine territory.

The Company provides landline and long-distance international telephone, data transmission and Internet services in Argentina and mobile telephone services through its subsidiaries Personal and Núcleo in Argentina and Paraguay, respectively.

On November 13, 2013, Fintech Telecom LLC (“Fintech”), as buyer, subscribed a stock purchase agreement with Telecom Italia International N.V., as seller, pursuant to which the purchase of a controlling equity interest in Sofora Telecomunicaciones S.A. (“Sofora”) is currently pending completion. This controlling interest includes 51% of Sofora’s ordinary shares. Sofora is an Argentine corporation holding a 100% equity interest in Nortel Inversora S.A. (“Nortel”) as owner of its ordinary voting shares. Nortel is an Argentine corporation that in turn holds an equity interest equivalent to 54.74% of Telecom’s ordinary voting shares.

Through the purchase of 51% of Sofora’s ordinary shares, the equity interest held by Fintech in this company will be increased to 68% of its capital stock and voting rights. After this purchase and in accordance with applicable statutory regulations, as a result of the change of control a Tender Offer (“Tender Offer”) must be made for the purchase of all Class B ordinary shares issued by Telecom and currently listed on Mercado de Valores de Buenos Aires.

In this context, Fintech has requested that we provide our professional services to estimate the reasonable market value of Telecom Argentina’s shares as of February 23, 2016, in our capacity as an independent valuator, as prescribed by the Argentine Securities Commission (“CNV”) rules governing mandatory tender offers to be made upon a change of control and acquisition of a significant indirectly held interest.

II - Purpose of Our Work

Based on the foregoing, the purpose of our work has been to assist Fintech in obtaining an estimate of the reasonable market value of Telecom’s ordinary shares.

To determine such reasonable value, we have used the information detailed below, which we considered sufficient for our purposes:

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III - Liability

This report is based on and restricted to our knowledge and experience in the valuation of companies. No audit and no review or compilation of the financial information included in this report has been carried out. Therefore, no opinion is expressed or assurance given in respect of such information.

The accuracy and integrity of the data derived from such information has not been checked on an independent basis, and no opinion is expressed nor any assurance given as regards such data or the underlying financial statements. Some financial information derived from audited or unaudited financial statements may have possibly been used to prepare this valuation, such financial statements being the responsibility of the Company’s management.

No liability whatsoever is assumed for any judgments made as regards the presentation of financial and tax information, which is the responsibility of the Company’s management. In those cases where the information used was derived from other sources and wholly or partially taken as a basis for our analysis, such information has been assumed to be reliable.

Our analysis and conclusions have been developed, and this report has been prepared, in accordance with the valuation methods currently used in the market and prescribed by the CNV in relation to Tender Offers. We have the required professional skills to perform this valuation, based on our prior experience in similar cases and our academic training in relevant fields. No matters not specifically examined in this report must be assumed to be tacitly included in it. Also, a special note should be made of the fact that there is a strong likelihood that any figures such as cash flows resulting from our prospecting may differ from future actual figures, as the contemplated events do not always occur as expected.

We have assumed that the information provided to us by Telecom is reliable, accurate and complete for purposes of the analysis and valuation included in this report, and that there are no existing agreements, contracts, rights or material information other than those that have been disclosed in the Company’s financial statements.

IV - Valuation Criteria used

In accordance with the provisions established by the CNV in relation to Tender Offers, Title III, Chapter II, Article I, Section 5, as restated, prescribes that to determine the offering price in the event of a Tender

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Offer, opinions on the market value of the respective shares must be sought from two independent valuators. Their reports must be submitted to the CNV together with the application for authorization of the Tender Offer and made available to investors through the CNV and, if applicable, through the usual dissemination systems in the market where such shares are traded.

Also, CNV rules provide that to arrive at such estimate of the reasonable value of the respective shares the following valuation criteria or methods must be considered and weighted up:

·                 The equity value of the respective shares

·                 The value of the valued company pursuant to discounted cash flow criteria and/or other indicators applicable to companies engaging in a comparable business.

·                 The average price of the securities traded during the six-month period immediately preceding the offer.

As to the respective weight respectively assigned to the above methods, the applicable rule prescribes that they must be taken into account either jointly or separately, and the significance assigned to each of them individually must be validated at the time the offer is made and also in the respective offering memorandum on duly grounded reasons.

We have used in our work the valuation criteria or methods established by the CNV, including the comparable company valuation multiples method.

V - Equity value of shares

The equity value or book value of shares used to determine the market value of a company is based on historical values, and consequently it may possibly not reflect a company’s business perspectives or current financial condition adequately. This approach does not include the company’s expectations of future performance. Therefore, this is a static method and does not properly contemplate a company’s capacity to generate future economic profits, which depends, among other things, on the company’s financial profile, business strategy and efficiency in the management of its available resources.

From the methodological point of view, in most cases this method does not reflect the market value of the company’s fixed assets, a circumstance that becomes more significant in countries like Argentina, with a high level of inflation and where financial statements may not be adjusted by inflation.

On the other hand, from an empirical point of view, the listed price of the shares of companies operating in various industries or economic sectors rarely matches their respective book value.

Notwithstanding the foregoing, the equity value of shares is one of the methods established by the CNV and it is usually applied in the market as a benchmark when making an investment or assessing the fair value of a company. Therefore, we have calculated Telecom’s equity value, but taking into account the marked deviance of this value from the market value of the Company’s shares we decided not to assign any weight to this method at the time of determining reasonable value of Telecom.

The most recent balance sheet or financial statements available prior to the date when Telecom’s Tender Offer was made were those of December 31, 2015. The Company’s Total Shareholders’ Equity as of this date

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amounted to AR$ 17,610 million. The total number of shares issued as of such date amounted to 984.4 million. Therefore, Telecom’s equity value amounts to AR$ 17.89 per issued share.

VI - Discounted Cash Flow (DCF) Method Valuation

The DCF method is the main tool used internationally for the valuation of companies.1 Using this tool, the value of a company is determined as the aggregate of the available cash flows that the company expects to generate in the future, discounted at a rate reflecting the company’s funding cost. The term “available” when applied to cash flows makes reference to a cash flow that is generated by the company and which may be distributed among the investors that provided capital to the company assuming the business risk involved: creditors and shareholders.

The cash flow available in a specified year is the residual cash left to the company after operating expenses, investments and taxes have been paid, but before any debt interest or other financial payments are made.

The aggregate of expected annual cash flows must also take into account the time value of money. Therefore, cash flows must be discounted at a rate that reflects the cost of capital and the risk associated to the effective realization of those cash flows.

To discount the cash flows available to the company, the most widely accepted rate is the weighted average cost of capital (WACC),2 which measures a company’s funding cost taking in consideration its capital structure (shareholders and creditors), the country and the industry in which it does business.

The cost of funding through creditors, which is designated as cost of debt, will be determined by the rate of interest demanded by creditors as a condition to extend a loan, while the cost of funding through shareholders represents the rate of return demanded on capital contributions, and is measured by the so-called cost of capital stock. Therefore, the WACC provides an estimate of the tacit risk involved in future cash flows, taking into consideration the rate of return required by the two funding sources, and weighting them up on the basis of the respective proportion of debt and capital stock of the company.

The DCF method is the sole method capable of rigorously taking into account the effect of a change in the company’s investment policy, capital structure, market changes (such as the entry of new competitors), considering at the same time macroeconomic conditions in the economy as a whole and the specific conditions of the industry where the company performs its activities.

Based on the features described above, we adhere to the use of the DCF method as primary valuation tool. Consequently, we will use this method assigning it a 50% weight in the total value when determining Telecom’s reasonable value.

1 See Bruner, R., K. Eades, R. Harris and R. Higgins. Best Practices in Estimating the Cost of Capital: Survey and Synthesis. Journal of Financial Practice and Education, where the authors say that 89% of American companies use the discounted cash flow as their primary valuation tool, while 7% use it as a secondary tool.

2 See Copeland, T., T. Koller and J. Murria. Valuation. Measuring and Managing the Value of the Companies, McKinsey & Company, Inc.: “the average cost of capital is the discount rate, or time value of money, used to translate expected future cash flows into present value for all investors (…). This is a weighted average of the marginal cost of all capital sources - debt, capital stock, etc. – given that the available cash flow represents the amounts that may be distributed among all capital providers.”

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Our estimate of Telecom’s DCF value is AR$ 44.61 per issued share.

Annex A contains a detailed description of the respective theoretical framework, method and calculation of WACC. In addition, Annex B contains a description of the major assumptions used and a detail of the calculations made for our DCF valuation.

VII - Valuation by Comparable Company Valuation Multiples method

Although in our opinion the DCF method is the primary valuation tool, we believe it advisable to use, on a supplementary basis and to such an extent as this is possible, other valuation methods such as the valuation using multiples.

A Valuation using Multiples is made by considering certain valuation parameters in relation to listed companies operating in the same industry of the company to be valued.

There are several additional criteria or ratios that are usually analyzed, such as: the ratio of the value of a company or a company’s shares to such company’s operating profits, or EBITDA,3 or to the company’s net profit (Price-Earnings ratio), or to the company’s book value, or to the company’s revenues / sales. However, in a valuation using multiples, the criterion most commonly accepted and used in the market is the ratio of the company’s value (Enterprise Value) to its EBITDA. The advantage of this ratio is that it enables a comparison of companies with different capital structures (as financial interest is not taken into account), operating in countries with different tax systems (corporate income tax, which may vary strongly depending on the country where the company operates, is not taken into account either), and companies using quite differing criteria in terms of depreciation policies for their fixed assets.

In our valuation of Telecom using multiples we have used the Enterprise Value / EBITDA ratio as the major parameter, assigning it an 80% weight, and the Share Price / Book value ratio as a supplementary parameter, assigning it the remaining 20% weight.

The major weakness of the direct use of this valuation method is that it makes no distinction as regards the different countries where the companies used for valuation purposes are operating. Those countries will no doubt have different risk levels and consequently different associated discount rates. It is for this reason that the usual market practice is to make adjustments on the multiples used so that they will reflect the different country risks in order to apply an average industry multiple adapted to the actual conditions of the specific country where the operations of the company to be valued take place.

In our valuation we have used companies in the telecommunications industry which operate in the region, and selected 5 companies; 3 of them operate in Brazil, 1 in Mexico and the remaining one in Chile and Peru. Country risk of Chile and Mexico is very different from Argentina’s country risk, and consequently we have made a 20% adjustment on the multiples obtained in order to reflect such differences.

This valuation method was assigned a 20% weight in the total value to determine Telecom’s reasonable value. Our estimate of Telecom’s value by the Valuation Multiples method amounts to AR$ 43.83 per issued share. See in Appendix C a detail of our valuation using multiples.

3 EBITDA means Earnings before Interest, Taxes, Depreciation and Amortization.

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VIII - Valuation of Shares in six-month period prior to Tender Offer

The securities market, or stock exchange, is a significant indicator to determine whether the valuation of a company is consistent, because this is the most liquid and transparent market, where supply and demand meet each other on a fully voluntary basis and where objective and reliable price data can be obtained at any time and as of any specified date.

The market value arrived at by means of the prices listed on a market for a specific asset furnishes a relevant reference for the reasonable market value of such asset, provided such listed prices are available and provided also that there is an active or liquid market for such securities (that is, a market where transactions take place with adequate frequency and volume).

In the specific case of Telecom, we believe that its shares are traded with sufficient frequency and in sufficient volume for this valuation method to be contemplated. Specifically, Telecom shares are part of the Argentine Merval Index and also of the Merval 25 Index, both of which include the major companies listed in the country and with the largest traded volume. Also, Telecom shares are listed on the New York Stock Exchange (“NYSE”) through and ADRs program that gives additional liquidity and depth to these shares.

Therefore, we will use this method assigning it a 30% weight in the total value when determining Telecom’s reasonable value.

The average price of Telecom shares we have estimated for the 6 months prior to Telecom’s Tender Offer is AR$ 45.86 per share.

IX - Conclusion

After having made our valuation of Telecom by means of different methods suggested by the CNV to arrive at an estimate of the Company’s reasonable value, the different results obtained and the weights respectively assigned to such methods are shown in Table I below.

Table I - Weighted Value of Telecom Shares in Argentine Pesos

Based on the scope of the valuation, the procedures used, the available information and the valuation methods established by the CNV, we believe that the price of AR$ 46.00 per Telecom share offered for Telecom Argentina shares listed on the Buenos Aires Stock Exchange and held by minority shareholders when the Tender Offer was launched is reasonable.

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Autonomous City of Buenos Aires, February 23, 2016.

[Signatures.]

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Appendix A - WACC - Theoretical Framework, Methodology and Calculation

Cash flows that may be adequately used in a valuation are the free cash flows (FCF) generated by the entity subject to the valuation. Free cash flows represent cash after taxes, adjusted on the basis of accounting transactions not involving the cash flows, and any capital expenditures necessary as a minimum to keep the company as a going concern. Free cash flows are determined pursuant to the following formula:

FCF represent the total cash amount that may be potentially distributed among all the entity’s capital providers having assumed the business risk involved; in this manner, the free cash flow determines the company’s value.

Mathematically, the value of a company measured by the FCF method is the current value of all future free cash flows (FCF), discounted at the weighted average cost of capital. This may be represented by the following formula, where WACC is the weighted average cost of capital of the entity:

Most companies have an endless life. In these cases, it is impossible to make an individual estimate of all future cash flows. Therefore, in an FCF valuation free cash flows are usually estimated up to a certain time in the future, to calculate a Terminal Value that will reflect the value of the company at such time.5

Thus, the enterprise value is determined by the following formula:

The Terminal Value may be determined by several means: one of them is to assume that the company will continue to operate in the future, and in this case the Terminal Value may be determined as the multiple of any company parameter (sales, earnings, EBITDA, book value, etc.) for the last projected year, or else to assume that the company’s cash flows will grow perpetually at a constant rate. If a stable growth rate is assumed, the Terminal Value may be calculated by the following formula:

4 EBIT means Earnings before Interest and Taxes.

5 Aswath Damodaran “Investment Valuation: Second Edition,” Chapter 12: “Closure to valuation: estimating Terminal Value.” John Wiley and Sons.

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where gE is the perpetual growth rate of the company.

To valuate TELECOM, we have projected cash flows until year 2020 and calculated a Terminal Value for the Company by using a 3% perpetual growth rate, in line with the historical growth of Argentina and with the long term growth estimated by consensus among analysts. This terminal value gives a value equivalent to 4.0 times the EBITDA for the last projected year.

WEIGHTED AVERAGE COST OF CAPITAL

Free cash flows will be generated by the Company under analysis at some time in the future. To account for the time value of money, a discount rate must be used which considers the opportunity cost of money for the entity. The discount rate that should be applied to the company’s free cash flows is the weighted average cost of capital (WACC). The WACC may be represented by the following formula:

WACC = WD * KD * (1-T) + WE * KE

Where:

WD = weight of debt in capital structure;

KD = cost of debt;

t = tax rate levied on the company;

WE = weight of capital stock in the firm’s capital structure; and

KE = cost of capital stock

Cost of capital stock (KE)

To estimate the opportunity cost of capital stock, the Capital Asset Pricing Model (CAPM) is generally used.6 In essence, the CAPM posits that the opportunity cost of a company’s own capital equals the return of risk-free assets plus the company’s systematic risk ß (beta)7 multiplied by the market price of risk (market risk premium).

In the case of emerging countries such as Argentina, it is necessary to introduce an adjustment to reflect the risk associated with an investment in the country, which is usually called country risk. The cost of capital stock in an emerging country is defined by the following formula:

KE = rf + ß * [E (rm) – rf ] + RP

Where:

rf = risk free rate of return

E (rm) = expected yield of a market portfolio

E (rm) – rf = market risk premium

ß = Systematic risk of capital stock; and

RP = country risk premium

6 Other methods such as APT and Fama-French’s three factors model tend to be more subjective and are not so commonly used.

7 This is the non diversifiable risk of an asset, measured by the covariance of its return and the returns of a market index.

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In the following sections we will discuss the estimation of the factors used to determine the cost of the Company’s capital stock: risk free rate of return, market risk premium, systematic risk (ß), and country risk.

Risk Free Rate of Return

The risk free rate of return is measured as the return on an asset or portfolio involving no risk of payment default and which is not correlated with any economic parameter. Consequently, the risk free rate of return would be equivalent to the return on a portfolio whose beta value equals zero. There are some options to estimate this return: they include the rates of U.S. Treasury bills, of U.S. Treasury ten-year bonds and of U.S. Treasury thirty-year bonds. Usually, the use is recommended of securities with a maturity term similar to that of the cash flows subject to valuation. We have used U.S. Treasury ten-year bonds as our risk free rate of return, because they are more liquid than thirty-year bonds. The historical (geometric) average return of U.S. Treasury ten-year bonds for the period 1928 - 2015 was 4.96%.8

Market Risk Premium

Market risk premium (price of risk) is the difference between the expected rate of return of a market portfolio and the risk free rate of return. In spite of the fact that the market risk premium is always calculated using historical data, there are different approaches in respect of the data to be used and the way to perform the relevant calculation. Major differences are referred to the historical period to be considered, and whether an arithmetic or geometric mean should be used to arrive at the expected market risk premium. In general, the recommendation is that the longest historical period for which data are available should be used; the underlying notion being that this risk premium follows a random path, and consequently an arbitrary selection of a shorter period is not advisable. We concur with the point of view that the longest historical period and geometric means should be used to calculate the WACC to discount free cash flows.9

In Table II, Market Risk Premiums calculated as the difference between the return of U.S. Treasury ten year bonds and the return of a market index, in this case S&P 500, are compared for different time periods.

Source: Damodaran10

Beta

In all cases, for the valuation of a listed company beta values are obtained from companies that provide this information as is the case of Reuters, Value Line or Bloomberg. These beta values are usually estimated by running a regression of the returns of the company against the returns of an index considered

8 This calculation is provided by Damodaran and may be found at: http://pages.stern.nyu.edu/~adamodar/ Archived Data.

9 Both in Valuation, by Coperland et al., and in Investment Valuation: Tools for Determining the Value of Any Asset, by Damodaran, this approach is thought preferable.

10 This information may be found in the section Updated Data in: http://pages.stern.nyu.edu/~adamodar/

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representative of the market where the company operates. Considering that TELECOM shares are listed on the Buenos Aires Stock Exchange, the Company’s own beta may be obtained. Bolsar has estimated TELECOM’s Beta for the last two months when these shares were listed, at a value of 0.75.

Considering that the Beta value published by Bolsar is based on a very short period of only 2 months of listing, and that this calculation might be affected by a larger or smaller volatility than usual, we have decided to use the industry Beta as estimated by Damodaran, who has published the beta values for different industries in his website. In this case, we have selected the two industries whose specific business is more closely similar to that of TELECOM: Telecom Wireless and Telecom Services. The unlevered industry Beta of Telecom Wireless amounts to 0.62; this estimate is based on a sample of 19 companies. The unlevered industry Beta of Telecom Services amounts to 0.56; this is an average of around 65 analyzed companies. The average beta of both industries amounts to 0.59.

Now, this value corresponds to the unlevered average Beta of companies similar to TELECOM, and consequently must be adjusted on the basis of the Company’s capital structure. The adequate formula to re-lever Telecom’s Beta is:

ßu * [ 1 + (1 – t) * (D / E ) ] = ßL11

The Company has a D/E ratio of around 0.33; this means that the Company’s capital stock represents 75% of the Company’s total capital, while debt represents the remaining 25%.

In Table III the re-levering of the beta value used in our valuation is shown:

Table III - Levered Beta

The value arrived at is much in line with the 0.75 value published by Bolsar.

Country Risk Premium

We have so far calculated the cost of capital stock for a company operating in the U.S. market (the risk free rate of return and market risk have been calculated on the basis of information from the U.S. market). Therefore, the cost of capital stock must be adjusted to reflect the risk inherent in an investment in Argentina.

Different methods have been proposed for this adjustment. We have decided to use the country risk or Country Debt Spread model, as this is the method most commonly used by investment banks and the financial community in general. This method requires the calculation of the difference between the interest rates paid on local government bonds and those paid on U.S. Treasury bonds. This difference is considered the country risk premium and added to the cost of capital stock in the United States.

11 Where D/E is the ratio (Net Financial Debt / Capital Stock), ßu is the unlevered beta, ßL is the re-levered beta, and t is the rate of Argentine corporate income tax.

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The country risk premium used in our valuation corresponds to the average of the Emerging Markets Bond Index (EMBI) for the last 3 months. This index is prepared by J.P. Morgan and measures primarily the daily spread between U.S. bonds and a basket of Argentine bonds.12

Table IV - Country Risk Premium

Cost of Debt

As stated above, the cost of debt must reflect the rate at which a company is able to incur new indebtedness. As TELECOM has historically been and currently is one of the companies with a highest credit rating in Argentina, we have decided to use the current sovereign risk of return plus a minimum premium of 25 base points, which gave us a cost of debt of 8%. To determine this rate we considered the current yield of the Argentine Bonar 2024 Bond, one of the most liquid bonds and most representative of Argentine risk. Such yield amounted to 7.75% at the time of our valuation.

However, the positive effect of debt on the Company must also be introduced. Interest payments may be deducted from taxes, which implies effective tax savings for 35 Peso cents13 for each peso of interest paid. The appropriate cost of debt to be used to calculate the weighted average cost of capital will be the cost of debt after interest, which equals the cost of debt before taxes multiplied by (1 – marginal tax rate).

WACC Calculation

All the parameters making up the weighted average cost of capital having been established, the adequate discount rate to be applied to the Company’s expected future cash flows may be calculated. The Table V below shows the Weighted Average Cost of Capital:

Table V - Weighted Average Cost of Capital

____________________________

12 Data was obtained from newspaper Ámbito Financiero’s website.

13 Given the prevailing Argentine corporate income tax rate of 35%.

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Appendix B: Assumptions and detail of our DCF Valuation

Macroeconomic Assumptions

Every business is affected by existing macroeconomic conditions and future expectations regarding its economic environment. As stated above, the DCF valuation makes it possible to include these conditions in our analysis.

We believe it is of vital significance that the macroeconomic estimates used are objective to the utmost possible extent. For this reason we avoid the use of our own estimates and instead seek to use market consensus indicators.

The major macroeconomic assumptions used in our valuation are shown in Table VI below.

Table VI – Macroeconomic Assumptions

[CABA – Autonomous City of Buenos Aires]

Projections of the actual growth of gross domestic product (GDP), changes in inflation rates and the average exchange rate were derived from the LatinFocus Consensus Forecast report14 of February 2016. We have derived inflation projections from the rates determined for the City of Buenos Aires because they are currently seen by the market as the rates that most accurately reflect actual inflation rates in Argentina.

Evolution of Revenues

We have believed it advisable to adhere to the business classification established by the Company. Thus, revenues are divided into revenues derived from the Sale of Landline Services, Sale of Mobile Services, Sale of Equipment and Other Revenues.

In Table VII show the major operating assumptions used in our valuation are shown.

14 LatinFocus Consensus Forecast is a monthly publication that establishes an individual country and regional market consensus among estimates made by more than 20 entities, including major banks such as: J.P. Morgan, Citigroup, Credit Suisse, Deutsche Bank, HSBC, Itaú BBA, BofA Merrill Lynch and Santander, among others, and also major macroeconomic firms such as: Abeceb, Analytica, Elypsis, FIEL and OJF y Asociados, among others. For more information on these reports, see www.focus-economics.com.

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Table VII – Major Operating Assumptions

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Landline services:

Voice:

We have assumed that the lines in service will follow the observed trend and will decrease at an annual 0.7% rate, the average decrease rate recorded by the Company during the last 3 years.

On the other hand, these revenues will be updated at the rate of inflation (Autonomous City of Buenos Aires Index) this assumption shows a significant improvement with respect to recent years, when these revenues replicated the inflation rate by 40% only. This improvement is derived from the expectation of a more flexible / friendly environment in respect of possible rate adjustments under the new Argentine administration (regulated landline basic telephone services rates that have not been adjusted for the time being).

Data:

We have assumed that data traffic growth will follow the general pace of the economy, that is, the rate reflected by the GDP. On the other hand, these revenues were adjusted by 100% of the projected inflation, in line with the occurrence of recent years.

Internet:

We have assumed that wideband access services will grow at an annual 3.4%, in line with the average growth observed for the last 3 years. In turn, ARPU growth has been projected at a rate of 104% of inflation, also in line with the average for the last 3 years. This circumstance usually occurs as a result of a larger capacity (in megabytes) offered to customers, which has enabled the Company to apply a larger price adjustment.

Mobile Services:

Argentina: Voice, Data and Internet:

We have assumed that Telecom Personal mobile clients will grow at an annual 1.2% rate, in line with the average growth observed in the last 3 years. In turn, ARPU growth has been projected at a rate of 67.4% of inflation, also in line with the average for the last 3 years. On the other hand, we retained the breakdown applied in 2015, between revenues derived from voice, data and Internet services.

Paraguay:

We have assumed that Núcleo mobile clients will grow at an annual 3.4% rate, in line with the average growth observed in the last 3 years. In turn, our projection for ARPU is that it will remain stable, in U.S. dollars, at the levels of 2015 during the next 5 years. The fact was taken into account that in 2015 the Paraguayan guaraní suffered a strong devaluation in respect of the U.S. dollar, as compared to the average for previous years.

Sale of equipment:

The sale of equipment in Argentine pesos grew at an average 45% annually during the last 3 years. However, the growth rate is slowing down. Therefore, we have

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contemplated a 35% increase for the first projected year, and applied an annual 5% decrease for subsequent periods up to a total 15% growth for the last projected year.

TABLE VIII - Projection of Revenues