Cablevision Holding S.A

Cablevisión Holding S.

A.

Annual Report and Con

solidated Financi

al Statements

For the year ended Dec

ember 31, 2021,

presented on a co

mparative basis

1

CABLEVISIÓN HOLDING S.A.

2021 ANNUAL REPORT

To the Shareholders

of

Cablevisión Holding S.

A.

We

hereby

submit for

your

consideration the

Annual Report

and

Exhibit,

the

Consolidated

Statement

of

Financial

Position,

the

Consolidated

Statem

ent

of

Comprehe

nsive

Income,

the

Consolidated

Statement

of

Changes

in

Equity

and

t

he

Conso

lidated

Statement

of

Cash

Flows

and

Notes

of

Cablevisión

Holding

S.A.

(herei

nafter,

“the

Com

pany”,

“C

ablevisi

ón

Holding”

or

“CVH”) for fiscal year N

o. 5 ended December 31,

2021

.

The

main

subsidiary

of

the

Company

is

Tel

ecom

Argentina

S.A.

(“Telecom”),

a

telecommu

nication

operator.

1. 2021 MACROECONOMIC ENVIRONMENT

Argentine

ec

onomy

closed

the

year

2

021

w

ith

opp

osing

results

reg

arding

th

e

20

-2021

global

crisis, despite the external surplus collected. This raises questions about the short

- and medium-

term

performance,

especially

because

o

f

the

uncertainty

posed

by

the

course

of

the

econom

ic

policy and bec

ause

of

t

he agreement

that the Gov

ernment

has to reach

with the

IMF an

d its due

compliance.

The most relevant indicators of fiscal year 2021 were the evolution of the

value of exports (+42%

or

US$

23

,000

million

from

2020,

rec

overing

from

the

16%

d

ecline

in

2020),

the

increase

of

the

real

GD

P

(close

to

pr

e-pan

demic

levels),

and

a

fisc

al

deficit

of

approx

imately

3.0%

at

national

level reached in an e

lection year.

Among the

negative indicators, Argentina

experie

nced an

ac

celeration of inflation levels (+50.9%

in

the

year,

+

15%

than

in

2020)

with

the

consequent

advers

e

effect

on

the

purchas

ing po

wer

of

wages

and

pensions

,

and

the

growing

s

overeign

indebt

edness

(equivalent

to

al

most

+

US$

28

,000

million in

the year) and

that of

the BCRA (monetary base

and remunerated liabilities grew

+100%

and

+68%

p

oint-

to

-po

int).

Moreover,

the

large

excha

nge-rate

gaps

(of

more

th

an

10

0%)

are

a

cause of concern.

The

economy

rema

ined

under

pressure

despite

some

relev

ant

events

that

w

ere

intended

to

generate dynamism.

T

he

first was

the easing

of

most of

the measures

a

imed at

mitigati

ng

COVID

infections.

The

effect

on

ac

tivity

was

positive

and

was

r

eflected

in

the

s

econd

h

alf

o

f

the

year,

mainly in the recovery of se

rvices such as

trade, gastronomy and h

otel busine

ss.

At

the

sa

me

t

ime,

the

economy

received

a

significa

nt

ex

traordinary

foreign

curr

ency

injectio

n

from

two

sources.

As

a

result

of

the

significant

rise

in

the

pri

ce

of

agricu

ltural

commod

ities

in

general

and of

soy in particular, the surrender

of foreign exchange by the

agricult

ural sector was a

record

high for

this century (~US$ 33,000

m

illion) and

th

e

valu

e of

Argentin

e

exports rose to

almost

US$

78,000

mi

llion,

a

growth

of

+US$

23,000

million

in

ab

solute

valu

es.

As

a

result,

revenues

fro

m

export

duties (taxes

on

exports

)

grew

by

almost

150%, i

ncreasing

the

co

untry's

revenue

co

llection

levels. In addition, the I

MF issued US$ 4,300

million in Special

Drawing Rights (S

DRs).

This significant foreign exchange injection allowed the government

to use official

exchange rates

(together with

the near

-freeze

of utility tar

iffs, including

transportat

ion) in a

n attempt

to moderate

inflation (which continued its upward trend). Thus, the multilateral exchange rate index showed a

deterioration of 17%

in real terms as me

asured

by the

BCRA.

2

The

norma

lization

of COVID

spending

and

the

high

f

iscal

imba

lances

r

esulting

fro

m

the

pandemic

were the

common denominator for the world's economies i

n 2021, and Argentina

was no

exception. In this se

nse, it is

worth noting th

at after a

n unprec

edented 6.4%

record h

igh in 2020,

the

primary

fiscal

imbalance

at

t

he

national

level

c

losed

th

e

year

at

around

3.0%

of

GDP

(4.5%

considering interest p

ayments on sovere

ign debt).

Argentina’s

fiscal i

mbalanc

es

over the

past two

years were

“monetiz

e

d”

by

the

BCRA

for the

most

part,

and

then

“s

terilized”

partly

t

hrough

the

placement

of

r

emunerated

liabilities

in

banks

(with

rising interest expense). S

ome of the high

lights that illus

trate the above are:

a.

The

BCRA's

financ

ial ass

istance

to

the

Treas

ury

acc

umulated

dur

in

g

the

per

iod

2020/2021

amou

nted

to

$

3.7

billion

(7.3%

and

3.6%

of

GDP,

r

espectively).

If

it

had

not

been

sterilized,

t

his

iss

ue

would

have

been

equivalent

to

slightly

more

than

d

oubling

t

he

mone

tary

base

recorded at the end of

2019;

b

.

As

a result of

the sterilizatio

n,

the BCRA's stock of

rem

unerated liabilities (mainly

Liquidity

B

ills

(LE

LIQs)

and

Reverse

Repurchase

Agreemen

ts))

amounted

to

a

re

cord

high

of

$

4.5 billion (average Dec

-2021) and it was nearly four t

imes higher than the

figure r

ecorded at the

end of 2019 and jus

t over 30% higher tha

n the moneta

ry base.

The

Argenti

ne

eco

nomy

h

as

low

genuine

dema

nd

for

the

currency

it

issues

and

negative

real

interest

rates

for

s

avings.

T

he

excess

of

pes

os

often

tr

anslates

quickly

int

o

exc

ess

demand

for

goods and/or dollars.

Under foreign exchange control

regimes, this additional demand for

foreign

currency generates increases

in the different altern

ative exchange rates

of the US dollar existing

in

Arg

entina

and,

therefore,

widens the

gaps

between

the

unofficial

rates

and

the

“official”

ARS/US$ exchange ra

te.

The

exchange-

rate

g

ap

does

not

on

ly

have

a

ma

rginal

impact

on

prices

,

but

a

lso

fue

ls

expectations

o

f

dev

aluation.

Even

if

the

official

ex

change

rate

is

around

the

h

istorical

average,

th

e

large

exchange-r

ate

gaps

generate

the

wi

despread

perception

of

a

cheap

dol

lar th

at er

odes

both

the

extern

al

front

flows

and

the BCRA’s

r

eserve

stoc

k.

In

an extreme

s

cenario, the

monetary

authority

c

ould

end

up

with

its

reserv

e

p

osition

being

decimated

an

d

being

forced

to

let

official

parity float, exacerbati

ng the crisis.

PERSPECTIVES FOR TH

E UPCOMING

YEAR

The economy

continues

to present h

igh and sus

tained

fiscal imbalances

that are

exacerbated

in

election

years.

These

may

represent

a

potential

s

ource

of

imbalance

for

th

e

rest

of

the

fundamental

economic

var

iables.

F

inancing

fisc

al

de

ficits

through

inflation

tax

often

leads

to

certain

co

nsequences:

stag

flation,

s

carcity

of

foreign

currency,

growing

exc

hange

controls,

and

deterioration of t

he social environment.

The

trade

balance

of

the

Argentine

economy

has

bee

n

showing

high

surpluses

sinc

e

2019,

higher

than

US$

10,

000

million.

While

there

is

an

ex

cess

flow

of

U

S

dollars,

part

ly

explained

by

th

e

current foreign

exchange a

dministration sc

heme,

the

BCRA has a

critical stock

of reserves used

to

make

payments

on

the

country's

sovereign

d

ebt

and

to

interven

e

in

t

he

offici

al

and

financial

exchange market.

The

b

aseline

scenario

fores

een

f

or

th

e

local

ec

onomy

by

consultants

and

invest

ment

banks

f

or

2022

contemp

lates

two critical

assumptions: That

the Government

will reach

some sort

of

agreement

with

th

e

IMF

to

be

approved

by

the

Congr

ess

bef

ore

t

he

m

aturities

in

M

arch

which

amount t

o

~US$

2,900

million

, a

nd th

at i

t wi

ll ke

ep CO

VID

infections

under

contro

l to

avo

id new

health

restrictions.

This

scenario

also

foresees

the

comp

lexities

posed

by

an

advers

e

external

front, which will make

less likely to have an

external sur

plus such as the one recor

ded in 2021.

In

this

way,

th

e

speed

at

which

th

e

fiscal

imbalance

wil

l

be

unwound

in

the

co

ming

years

and

which

w

ill

b

e

th

e

sourc

es

of

financing

w

ill

be

fundamental

to

measure

the

perfo

rmance

of

the

3

Argentine

economy.

T

he

economic

authorities

have

projected

the

general

guidelines

for

the

unwinding

of

t

he

fiscal

i

mbalance

over

the

years,

but

without

s

pecifying

in

de

tail

the

respective paths of rev

enues and spending.

A sus

tainable

agre

ement

with

the

I

MF

could

resu

lt

in

better

access

to

fi

nancing

from

the

private

an

d

public

s

ectors.

This

major

challenge

is

likely

to

hav

e

less

support

fro

m

the

external

front,

which is

expected to be less benign

(lower volume of agricultural exports due

to the effects of

the

climate phenomena

called

La Niña

and greater

deficit in

the balance of

s

ervices, as

the outbound

tourism tends to normalize)

. This scenario could lead t

o additional restrictions on the deman

d for

foreign currency or som

e adjustment of t

he official exchange rat

e parity.

The

impact

of

this

nom

inal

corr

ection

on

econo

mic

activity

and

inflation

will

depend

on

th

e

size

and

its

implementa

tion.

In

addition,

segmented

inc

reases

of

utility

tar

iffs

are

expe

cted t

o

reduce

the growing fiscal burde

n of welfare p

ayments.

Private

entities estimate

a

real growth

of

the GDP

of around 3%.

In

th

is

way,

the

GDP would

allow

to

chain

2

consecutive

year

s

of

recovery

,

but

it

would

still

be

about

6%

below

the

peak

v

alue

reached in 2017.

Private sector inflation expectations for 2022

(according to the Market E

xpec

tation Survey

conducted by the

BCRA) are arou

nd 55%, above the

33% projected in

the Budget Bill.

2. REGULATORY FRAMEWORK 2021

The

main subsidiary of CVH,

Telecom, as a

te

lecommunications operator, is

subj

ect to

Arge

ntine

regulations.

DECREE No. 690/2

0

–

AMENDM

ENTS TO THE

LAD

On

August

2

2,

2020,

the

National

Execu

tive

Branch

issued

Decree

No

.

690/2020,

w

hich

was

subsequently ratified by P

arliament un

der the terms of Law N

o. 26,122.

Within the amendme

nts introduced to the LAD,

ICT serv

ices

–

fixed and mob

ile telephony, cab

le

television

and Internet

–

and

the

access

to

telec

ommunications

networks for

and between

licensees

are

now

deeme

d

“ess

ential

and

strategic

public

services

provid

ed

on

a

c

ompetitive

basis”, and their effective

availability shall b

e guaranteed by

ENACOM.

The

pr

ices

of

essential

an

d

s

trategic

public

ICT

servi

ces

provided

on

a

competi

tive

b

asis,

t

he

prices

of

the

services provided

under the

Universal Service

and

of

thos

e

d

etermined

by E

NACOM

based on reasons of pub

lic interest, shall be reg

ulated by s

aid agency.

The

Decree also

provides that E

NACOM shall establish,

in the

respective

regulations, the

Mandatory Universal

Basic Provision of ICT s

ervices.

It also prov

ided

for the

suspension

of price

incr

eases

or modificati

ons establishe

d or a

nnounced

from July 31, 2020 to

December 3

1, 2020 by ICT

licensees.

On

Decem

ber

21,

2020,

Resolutions

Nos.

1466/20

20

a

nd

146

7/2020

were

p

ublished

in

the

Official Gazette, whereby t

he ENACOM reg

ulated Decr

ee No. 690/2020.

Resolution

No.

1,466/20

20

provided

that

ICT

Serv

ices

Licens

ees

th

at

render

Internet

access,

subscription

broadcas

ting

s

ervices

by

p

hysical,

rad

io-

electric

or

s

atellite

link,

and

fix

ed

and

m

obile

telephony

services

-in

a

ll

c

ases

in

their

different

and

r

espective

modalities

-

may

increas

e

up

to

FIVE P

ERCENT

(5%)

their

reta

il

prices

as fr

om

January

2021.

In

order

to

establish

the

percentages approved, lice

nsees shall take as referen

ce the prices effective as of July 31, 2020.

4

Said Resolution

also provid

ed that ICT Serv

ices Licensees m

ay request

on an exceptional

basis

price increases exceed

ing 5% in accordanc

e with the

provisions of Article 48

of the LAD.

Said

Resolution

a

lso

provi

des

that

ICT

Services

Lic

ensees

that

h

old

registrati

on

for

Internet

Access

Value

Added

Service

(SVA-INT,

for

its

Spanish

acronym);

subscription

bro

adcasting

services by

physical

and/or radi

o-

electric

link

(SRSVFR

,

for

its

Spanish

acronym) and

audiovisual

communication

subs

cription

serv

ices

by

satellite

link

(

DTH);

shall

no

tify

the

Enforce

ment

Authority

about

any

and

all

changes

in

retail

prices

they

intend

to

make

to

their

plans,

prices

a

nd

commercial

terms in effect, SIXTY (

60) calendar days

in advance of the

ir implementation.

Resolution

No.

1467/2020

r

egulates

the

Ma

ndatory

Un

iversal

Basic

Service

set

f

orth

by

Decree

No.

690/202

0

for

the di

ffere

nt

s

ervices

provided

by

ICT

Serv

ices

L

icensees,

establishing

the

price

and characteristics of

each plan, namely:

•

PBU

-SBT:

Mandatory Univ

ersal Basic Provision

of Basic Fixed Telep

hony Service

•

PBU

-SCM:

Mandatory Un

iversal Basic Provision

of Mobile Comm

unica

tion Servic

e

•

PBU

-I: Ma

ndatory Univers

al Basic Provision of Intern

et Access Value

Added Servic

e

•

PBU

-TP:

Mandatory

Universal

Basic

Prov

ision

of

subscr

iption

television

services

by

physical or radioelectric or

satellite link

The

Subsidiary

dec

ided

to

incr

ease

its

prices

as

fro

m

January

2021

.

This

increase

was

not

enough to

reflect

the

effect of

the

accumulated

inflation

for the

March

-December

2

020 period

as

a cons

equence

of

the

mea

sures

implemented

by

t

he

Executive

Bra

nch.

The

Sub

sidiary

brought

a

legal

ac

tion

before

the

F

ederal

Court

on

Adm

inistrative

Litigatio

n

Matters

against

E

mergency

Decree

No.

690

and

against

the

abov

e-men

tioned

Resolutions,

gro

unded

on

the

unconstitutionality

of

said

regu

lations. Th

e Na

tional

Government

was

serv

ed

notice

of

said

lega

l

action on October 07, 2

021.

In

th

is

regard, the

Subs

idiary requested

an injunction

ordering the

suspens

ion

of

their application.

Such

request

f

or

injunctio

n

was

dismissed

on

January

29,

2021.

The

Subsidiary

filed

an

appeal

against such decision.

On

April

30,

2021,

the

C

ourt

of

Appeals

o

n

Federal

Administrat

ive

Matters

admit

ted

the

appeal

filed by the

Subsidiary, r

evoked the

decision rend

ered by th

e court of

first instance

and,

consequently, granted the requested injunct

ion, ordering the suspension of

the effects of Articles

1, 2,

3,

4

, 5

and

6

o

f E

mergency

Decree

No.

690/20

and

of

the

resolutions

issue

d

in c

onnection

with

such

Dec

ree.

This

injunction

was

initially

granted

for

a

period

of

six

months

and

then

extended

for

an

additional

six-month

perio

d

until

April

21,

2022.

U

nder

the

protection

of

the

injunction

gra

nted

by

the

Co

urt

of

Appeals,

the

Subs

idiary

increased

once

again

its

prices

in

June,

September and Dec

ember 2021.

In

its

decisi

on,

the

Court

cons

idered,

among

other

grounds,

that

the

"circums

tanc

es

prim

a

facie

lead

to

serious

and

founded

concerns

to

challenge

the

r

easonability

an

d

le

gitimacy

of

Dec

ree

690/2020

and

of

the

resolutions

ad

opted

by

ENACOM

as

a

c

onsequence

there

of,

due

to

the

dir

ect

adverse

effects

they have

on Telecom

Argent

ina's

p

rop

erty

rights,

which

derive

from ICT

services

provision

under a

free

co

mpetition

sys

tem

as regulated,

authorized and

gra

nted

(as

the

case may

be) by the National Gov

ernment itself.”

The

National

Government

and

the

ENACOM

f

iled

ex

traordinary

app

eals

agains

t

the

decision

rendered

by

the

above

-mentioned

Court

of

Appeals

on

Federal

Administrat

ive

Matters,

w

hich

were

dismissed

on

J

une

18,

2021

pursuant

to

the

decision

rendered

by

Chamb

er

No.

II

of

the

Court of Appeals on Fed

eral Administrative

Matters.

On

June

29,

2021

,

the

National

Gov

ernment

and

the

ENACOM

filed

direct

appeals

before

the

Supreme Court

of Arg

entina. As

of the

date

of this

Annual Re

port and

financial

statements,

both

appeals are still pen

ding resolution.

5

The

Subsidiary, with

the assistance

of its legal

advisors, is

analyzing

the actions

that are

necessary

to

protect

its

rights.

The

Telecom’s

Mana

gement

and

its

legal

advisors

consider

tha

t

Telecom

has

solid

legal arguments

to support

its position

and

that there

is a

reasonable likelihood

that

this matter

will result in

a favorable

outcome for Telecom,

n

otwithstand

ing

the fact

that at

t

his

stage it is not possib

le to predict the fin

al outcome of the cla

im.

Sanctions Regime Ap

plicable to Information

and Co

mmunication

Technolog

y Services

.

On

March

3,

2021,

through

Resolution

No.

221/2021

,

the

ENACOM

approv

ed

the

“Sanctions

Regime

appl

icable

to

I

nformation

an

d

Commun

ication

Tec

hnology

Services

”

.

Such

resolution,

among

other

aspects

,

provides

for:

i)

the

price

of

the

PBU

-

SBT

(Mandatory

U

nivers

al

Basic

Telephony

Serv

ice)

in

effect

at

the

time

of

payment

a

s

a

unit

of

reference

to

set

the

amou

nt

of

fines;

ii)

a m

aximum

fine

equivalent

to

50,

000

PBU

-SBT

and

a

mini

mum

of

50

PBU

-SBT;

iii)

the

publication

of

the

sanct

ions

imposed

in

the

m

edia

a

nd/or

the

institutiona

l

website;

an

d

iv)

the

possibility of

imposi

ng

dai

ly

fines for

e

ach da

y of

non

-compl

iance. S

aid Resolution was

ratified by

ENACOM's Board o

n April 28, 2021 thro

ugh Resolutio

n No. 581/21.

The

Subsidiary, with

the assistance

of its

legal advisors

,

is analyzing

t

he

actions that

are

necessary to protec

t its rights.

Paraguay

The S

ubsidiary,

through

Núc

leo, holds

a

license

to pro

vide m

obile

telecommunica

tion serv

ices

-

STMC and PCS throug

hout Paraguay. In ad

dition, Núcleo holds a

license for the

installation and

exploitation

of

I

nternet

an

d

data

serv

ices

throughout

Paragu

ay.

All

these

licenses

were

granted

for r

enewable

five-y

ear p

eriods.

The

Enforcem

ent

Authority

that

regul

ates t

he s

ervices

provid

ed

by Núcleo is the Nati

onal Telecommunicat

ions Co

mmiss

ion (CONATEL).

Personal Envíos

is authorized

by the Ce

ntral Bank

of the Rep

ublic of P

araguay

to operate as

an

Electronic

Payment

Comp

any

(“EMPE”,

for

its

Spanis

h

acronym),

and

its

corporate

pur

pose

is

restricted to such serv

ice.

Through

Tuves

Paragua

y,

the

Subsidiary

ho

lds

a

license

for

t

he

provisi

on

of

direct

-

to

-h

ome

subscription

audio

and

t

elevision

serv

ices

("DATDH"),

for

a

term

of

five

years.

The

l

icense

was

renewed in March 20

20 for a five

-year term.

During

2

021,

Núcleo

complied

with

the

soci

al

obligatio

ns

for the

provision of

notebooks

to

educational institutions

and for the

installation of

telece

nters i

n conformity with

the terms of

pu

blic

tender No. 01/201

7 whereby

Núcleo acquired two fre

quency bloc

ks in the 700 Mh

z band.

In 2021, N

úcleo

complied

with the t

erms of

Agreem

ents

29/2017 and

30/2017

executed

with the

CONATEL

for

the

prov

ision

of

Internet

service

and

IT

equipment

to

health

f

acilities

for

the

promotion of telem

edicine with grants fro

m the Univer

sal Service Fund.

In September, the license for the Internet access and data transmission service w

as renewed for

the period 2021-2

026.

During

2021,

as

me

mber

of

the

Chamb

er

of

Mobile

Operators

of

P

araguay,

Núcl

eo

focused

on

establishing

common

positi

ons in

the

industry

in

the

face

of

parliamen

t

ary

initiatives

suc

h as

the

amendment

of

Law

N

o.

1,334/

2003

estab

lishing

the

procedure

for

the

re

gistration

of

mobile

telephone service

lines, or

t

he

national automatic roaming

bill. In

ad

dition, the

Chamber of

Mob

ile

Operators

m

ade

fi

lings

w

ith

th

e

CON

AT

EL

reg

arding

the

Service

Qua

lity

Ru

les

and

with

the

Ministry

of

the

E

nvironment

regarding

the

amendment

of

the

control

reg

ulations

on

non

-i

onizing

radiation, among others

.

6

Uruguay

Through

Adesol,

the

Subsidiary

maintains

contracts

with

several

licensees

t

hat

provide

subscription

te

levision

serv

ices

throug

h

various

systems

in

Uruguay,

under

the

jurisdiction

of

URSEC.

The

Audiov

isual

Com

munication

Services

Law

ef

fective

in

Uruguay

regulates

the

provision

of

radio,

television

and

ot

her

audiovisua

l

communicat

ion

s

ervices.

With

regard

to

this

Law,

Adeso

l

is

an

alyzing

the

possible

impact

on

its

business

that

could

be

derived

from

the

change

in

the

regulatory framework

and the eventual legal

actions it ma

y bring

to safeguard its

rights and

those

of

its

sharehol

ders.

That

co

mpany

is

also

monitoring

the

different

unconstitutionality

claims

filed

by other

companies

agains

t c

ertain art

icles

of

the

abov

e

-mentioned

law

to

co

nsider

whether

the

decisions

to

be

rend

ered

by

the

Supreme

C

ourt

of

Uruguay

in

th

ose

proceedings m

ay

b

e

favorable to the pos

ition of Adesol in th

e future.

Based on the

above-me

ntioned an

alysis, the p

ermit holders AU

DOMAR S.

A., DOLFYCOR

S.A.,

REIFORD

S

.A.,

S

PACE

ENERGY

TECH

S.A.,

TRA

CEL

S.A.,

BERSABEL

S.A.,

and

VISION

SATELITAL

S.A.,

together

with

the

m

ajority

share

holder

of

those

companies

,

brought

on

November

22,

2019

an

unconstitutiona

lity

claim

ag

ainst

Articles

54

and

189

of

Law

No.

1

9,307.

In

Oc

tober

2

020,

th

e

S

upreme

Co

urt

of

Uruguay

declared

that

the

Legislative

Branch

could

not

be sued by claimant

and dismissed the u

nconstitutionality c

laim.

In

April

2020,

th

e

Execut

ive

Branch

submitted

to

Parliame

nt

a

media

b

ill,

that

would

res

ult,

if

passed,

in

the

r

epeal

of

the

c

urrent

audiovisu

al

communicat

ions

law

(Law

N

o.

19,307)

and,

consequently, of the respec

tive implementing decrees. As of the date o

f

this Annual Report

, said

media bill is still being rev

iewed by Parl

iament.

3. THE COMP

ANY. ORIGIN, EVOLU

TION, PRO

FILE AND ACTIVITIES

Cablevisión

Holding

is

t

he

firs

t

Argentine

H

olding

eng

aged

in

the

developme

nt

of

i

nfrastructure

and

delivery

of

convergent

telecommunicati

ons

serv

ices,

focus

ed

on

Argentina

and

th

e

region.

CVH

was

create

d

on

May

1,

2017

as

a

result

of

the

spin

-off

process

of

Gr

upo

Clarín

S.A.

that

began

in

Se

ptember

201

6

to

pro

mote

the

sp

ecialization

o

f

the

as

sets

of

each

c

ompany

a

nd

its

subsidiaries,

a

llowing

for

t

he

implem

entation

of

differentiated

growth

strate

gies

and

goals

for

e

ach

segment.

CVH focuses

its investm

ents on

the tele

communica

tions

sector through

the distr

ibution of vi

deo,

voice

and

data

under

th

e

global

t

echnological

conve

rgence

process

,

which

tends

towards

the

integrated provision

of ICT Services.

Cablevisión

Holding S.A.

foc

uses,

through i

ts subsidiaries,

on i

nvesti

ng in

technolo

gy,

developing

convergent net

works and

providing

competitive

high quality

integrated s

ervices, which

will

increasingly

provi

de

univers

al

access

to

knowledge

s

ociety.

The

c

ompanies,

prod

ucts

and

bra

nds

of

Cablevisión

Holding

are

benc

hmark

prov

id

ers

in

the

telecommunications

and

content

distribution industries.

Cablevisión H

olding’s co

ntrolling

shareholders

are

Argentini

an. It

competes

with

major

local

and

international players,

providing quality s

ervices across all the

segments in which

it oper

at

es.

On August 30, 2

017, CVH

obtained authorizat

ion for admissio

n to the pu

blic offering regi

me and

the

listing

of

its

shares

o

n

th

e

Buenos

Aires

Stock

Exch

ange.

O

n

February

21,

201

8,

CVH’s

global

depositary shares (GDSs)

represented

by global depos

itary

receipts were a

dmitted to the offic

ial

list

of

the

U

nited

Kingd

om

Listing

Authority

(“UKLA”)

to

be

traded

on

t

he

main

market

of

the

London Stock Exchang

e.

As

of

Decemb

er

31, 2021,

the Company

holds an

eco

nomic interest

of

39.08% in

the outstanding

capital

s

tock

of

Telecom

.

T

he

i

nformation

relating

t

o

T

elecom

shareholders

’

agre

ement

and

th

e

Voting Trust is describ

ed in Note

4

to the Compa

ny’s

consolidated

financial st

atements.

7

4. CABLEVISIÓN HOLDING AND ITS BUSINESS AREAS IN 2021

During

2021,

the

C

ompany

focused

its

businesses

on

the

cable

televisi

on

services

,

fixed

and

mobile telephony and

Internet access sec

tors, through the operat

ions of its subsi

diary Telecom.

Consolidated

net

sal

es

stood

at

$

425,49

3

million

and

the

c

onsolidated

gross

financia

l

indebtedness

of

CVH

(incl

uding

sel

lers

financing

,

acc

rued

interest

and

fair

valu

e

adjus

tments)

decreased to $ 266

,921 million in 2021

from $ 30

2,185 million in 202

0 in constant c

urrency as of

December 31, 2021.

4.1 Telecom

4.1.1

F

ixed

and

Mobile

Telephony,

Internet

and

Cable

Television

and

Othe

r

Services

With a

focus

on

the

digital

and

convergent

experie

nce

of

all custo

mers, T

elecom’s

products

and

services

continue

to

evolve.

Telecom

prov

ides

t

o

its

over

29

m

illion

customers

a

flexible

and

dynamic service,

in all

their devices, through high-speed mobile

and fixed connections, and

a live

and

on demand

content

platform

that

combines

series

,

mov

ies,

gam

ing,

music,

and

TV

programs.

The

Group

is

present

in

Argentina,

Paraguay

(with

mobile,

Internet

a

nd

cable

TV

services),

and

in Uruguay (with cabl

e telev

ision services).

Over

the

years,

Telecom

has

evolved

from

b

eing

a

tr

aditional

telecommun

ications

company

to

consolidating

itself

as

an

ecosy

stem

of

connectivity

-

based

a

pps

a

nd

platforms,

which

drive

t

he

digital economy. That is

wh

y, in

2021, Telecom changed its brands, wit

h the aim

of simplifying its

portfolio.

Personal

became the

brand of full connectivity, w

ith Telecom's fixed

and mobile networks

.

Flow

offers

full

enterta

inment,

integrat

ing

c

ontent

from

th

e

most

important

pl

atforms

on

the

m

arket.

And, under

the

Telecom

brand, Telecom continued to

bring digital

solutions closer to

the

corporate and govern

ment segment.

1.

Mobile Services

Mobiles

serv

ices

mainly

c

omprise

voice

com

munications

an

d

high-speed

mobile

I

nternet

services;

streaming

and

online

download

of

contents

and

apps;

and

sale

of

mobile

communications

devices.

These

serv

ices

are

based

on

different

mobile

network

technologies

(3G/4G). In addition, Te

lecom switched

on the first 5G

Network in Argentina

Services

are

provide

d

to

prepaid,

postpaid

and

fixed

payment

cu

sto

mers.

In

prepaid

plans,

customers

pay

for

services

in

advance

with

prepaid

c

redit.

I

n

postpaid

plans,

customers

pay

a

monthly

bill

for

a

particular

plan,

plus

charges

for

ad

ditional

serv

ices

not

inc

luded

in

th

at

plan.

Under

f

ixed

payment

p

lans,

customer

s

pay

a

fixe

d

p

ayment

monthly

bill

and,

like

post

paid

plans,

most

of

th

ese

plans

include

a

quota

of

megabytes

to

brows

e

the

Internet,

unlimited

inbound

and outbound calls, SMS and a fixed amount of credit that can be used to purchase packages or

multimedia

content

.

Once

the

pre

paid

seconds

have

been

used

or

t

he

Internet

q

uota

has

been

reached, the customer ca

n get additiona

l credit with a r

echarge through t

he prepaid sy

stem.

As of December 31

, 2021, Telecom had m

ore than 20.1 millio

n c

ustomers.

It

should

be

not

ed

that

the

mobile

services

ren

dered

by

Personal

have

a

3

3%

market

share,

leading in revenue sh

are with 36%.

8

New products and serv

ices launched

in 2021 for Mo

bile Service Custo

mers.

Share Gigas

It

allows

our

customers

to

give

or

receive

gigas

between

differen

t

mobile lines, available

for plans with over 3G

B.

WiFi Pass

It offers exclusive gigas to turn

the cell phone into a

Wi

-

Fi

modem and

use Internet gigas anywher

e, without consumin

g the gigas included in

the plan.

My G

igas

It allows our

custo

mers to use the

rema

ining gigas in any given month

during

the

day

s.

T

he

n

ext-

to

-

expire

gi

gas

hav

e

consum

ption

priority over those allocat

ed monthly.

Benefit for

Prepaid

Customers

with

Convergent Plans

A

gift of

$

100

of

credit in

prepaid

mobile

service

for

c

onvergent

customers.

It

can

be

ac

tivated

from

the

app,

it

is

genuine

cred

it

a

nd

can be used at any ti

me.

More

Gigas

in

Mass

promotion evo

lution

for

prepaid

customers.

Customers t

hat

make

a

$

400

recharge

are

granted

2

g

igas

(one

for

surfing

and

o

ne

for

s

ocial

m

edia

a

nd

v

ideo)

plus

unlimited

on

-net

and

off-net

c

alls

for

30 days.

More

Benefits

for

Convergent

Customers

Multiple

benefits

f

or

mobile

customers

that

also

h

ave

our

Internet

service at their hom

es.

Brand Unification

A

c

ampaign for

the registration

of

c

onvergent services un

der the

same

customer,

to

link

mobile

and

h

ome

services

in

the

app

a

nd

access

savings from $ 800 t

o $ 1,400 for unl

imited time.

Mobile

s

ubscription

b

enefit

of

an

additional

1

G

B

per

month

in

r

esets

of 1, 3 and 5 GB (as fro

m November 202

1).

Pack Mundo

, a benef

it granted once a year (as fro

m December

2021)

when customers act

ivate Roaming.

2.

Internet

The Internet service consi

sts mainly of monthly fees

charged to residentia

l and corporate

customers.

These

serv

ices

provide

speeds

of

50

MB,

100MB,

300MB

an

d u

p to

1000MB.

These

products are sold und

er the brand “

Personal”.

Telecom

continu

ed

to

d

eploy

F

TTH

(fiber

-

to

-h

ome)

te

chnology

both

in

gr

eenfield

areas

(

areas

where Te

lecom

does

not

have

any

of

its

techno

logy

networks

deploye

d: Co

pper,

HFC

or

FTTH)

and in brownfield areas

(upgrading areas wh

ere Telec

om has network dep

loyment).

In

2021,

Telec

om

launc

hed

broadban

d

offerings

with

higher

s

peeds

aimed

at

encour

aging

the

upgrade of services

, allowing customers

to enjoy the

high-s

peed experience.

With

regard

to

access

networks

,

the

strategy

was

aimed

at

meet

ing

t

he

growing

de

mand

for

broadband,

mainly

f

or

do

wnloading

videos

a

nd

multimedia

content

from

th

e

Internet

.

In

this

regard,

Telecom

continued

wit

h

the

expansion

of

its

fiber

opt

ic

access

infrastructure,

us

ing

different

modalities

and

technologies,

which

have

bee

n

opt

imized

b

ased

on

the

deman

d

for

the

services provided an

d different geogr

aphical locations.

9

As of December 31

, 2021, Telecom had 4.

2 million subsc

ribers.

3.

Data and Fixed Servic

es

These

services

main

ly

comprise

urban

,

inter

-urban

and

international

comm

unications;

supplementary

services;

interconnection

w

ith

other

operators

;

data

transmission

(virtual

priv

ate

networks,

dedicated

lines,

signal

transport,

among

others),

and

converge

nt

ICT

serv

ices

solutions.

As

of

Dec

ember

31,

2021,

Telecom

had

2.4

million

fixed

lines

in

service

and

3.

1

m

illion

lines

including customers wi

th IP voice lines

.

4.

Cable television and Co

ntent Platform

As of December 31

, 2021, Telecom had 3.

6 million customers

.

Cable Television Services

comprise the o

peration of cab

le television networ

ks installed in

different locations of

Argentina and Urug

uay.

Telecom offers

a wide

range of

integrated cable

television and

over

-

the-top services (OTT)

under

the “Flow” brand.

Flow is a platf

orm that offer

s live TV, on

-

demand movi

es and series on

multiple d

evices that can

be watched anytime and from anywhere. It currently has a strong presence in Argentina,

Paraguay and Uruguay.

In relatio

n to

entertai

nment,

Flow is

Teleco

m's

live

cont

ent and

streaming

platform

and th

e most

innovative

in

the

region.

Customers

can

enjoy

more

than

17,0

00

h

ours

of

on

demand

conte

nt,

with

premiered

films

and

more

than

360

seri

es,

including

nat

ional

c

o

-pr

oductions

and

the

best

international

titles,

as

a

result

of

agreements

with

different

producers

.

In

addition,

189

dig

ital

channels and 123 HD signals

can be accessed directly via the Classic TV and the

Flow

app.

Telecom

continues to

promote

Flow

as a

point of

entertainment and

expande

d,

d

uring 2021,

the q

uality content

offering with ex

clusive co-

productio

ns and releases.

The

platform

diversifi

ed

its

availability

to

allow

more

customers

to

access

the

product,

accordin

g

to their consumption pr

eferences:

1.

Flow APP

Free and

open to all the custo

mers in the country.

2.

Flow Now

For Personal's cus

tomers, via the APP Flow (no home insta

llati

on or decoder

required).

It

allowed

us

to

sustain

the

cable

TV

s

ubscribers

in

2021

an

d

to

c

ontinue

to

lead the market with a

37.5% share.

In addition, we

executed ag

reements with differe

nt OTT s

ervice providers. F

low has beco

me the

most

importa

nt

compr

ehens

ive

platform

in

Arg

entina

with

the

i

ncorporation

of

Paramo

unt+

and

Star+ to its offering, w

hich includes Netf

lix, YouTube,

Disney+, and Amazo

n Prime Video.

As regards gaming,

in line with the

calendar of tournaments of the different

profe

ssional le

agues,

Flow

release

d

the

documentary

Isurus

Origins

as

par

t

of

the

a

greement

with

Isu

rus,

the

oldest

and most important

e-Sports

professional club in the r

egion, to prod

uce content for

gamers.

Finally, thro

ugh Tuves

Para

guay, its

subsidiary

in

Para

guay, T

elecom

holds

a lice

nse to

provide

direct-

to

-home su

bscription audio and

television servic

es ("DATDH") in that co

untry.

10

3.

Corporate Services

In

the B2B

(business-

to

-business)

corporate market,

Telecom

cont

inues

to

develo

p

new

solut

ions

to

support companies in boosting

their business and to

further evolve the

digital transformation in

this new co

ntext. In

2021, Telecom

added to

the portfo

lio sev

eral IoT

(IBM Cloud),

cybers

ecurity

(Collaboration service), an

d asset

tracking solutions,

as well

as the

digital identity service,

amo

ng

others.

In l

ine w

ith

this,

it

exec

uted

a

strategic

a

lliance

with

the

IBM

Cloud

business

unit

with

the

aim

of

further deepeni

ng access

to hybrid c

loud solut

ions and

continuing t

o add inf

ormation techno

logy

products to its portfo

lio.

In

ad

dition,

Telecom

developed

a

new

security

solution

called

“

Fortal

ecimiento

de

usuarios

”

,

aimed

at

reducing

the

risks

of

IT

attacks

s

uffered

by

c

ompanies.

This

sol

ution

aims

to

raise

awareness

about

IT

security

while

measuring

a

nd

analyz

ing r

esults

to

reduce

the

risks

to

which

network users are ex

posed

.

4.

Wholesale Services

Mobile Telephony

Services

Telecom’s mobile

operations

infrastructure enables

it to

prov

ide

the following

whole

sale

services:

International

Businesses

Due

to

the

trav

el

restrictions

imposed

as

a

conse

quence

of

the

pandemic,

the

number

of

roamers

was

limited

in

202

1

as

well

as

the

possibility

of

tak

ing

advantage

of

inter

national

cov

erage.

I

n

order

to

boost

the

profi

tability

of this

business,

Telecom

stream

lined costs

and

maximized

the c

apture

of

traffic of roaming partners

generated in Te

lecom's netw

ork.

It also continued to op

en up new serv

ices to

increase cons

umption.

Telecom

renewed

the

firewall

service

(a

system

designed

to

block

unauthorized

access)

to

secure

its

network,

optimized

the

monetization

of

the business, and ent

ered into new a

greements.

National

Businesses

The

main revenues

and costs of

wholes

ale bu

s

inesses are

interconnection

traffic

char

ges,

sale

of

interconnection

serv

ice

resources,

sale of

infrastructure

to

large grou

ps,

national roaming,

and

lease of

conventional and non

-conventiona

l infrastructure si

tes.

Fixed Telephony and Dat

a Services

During

2021,

T

elecom

rem

ained

one

of

t

he

leading

pr

oviders

of

who

lesale

teleco

mmunications

solutions

for

the

different

providers

and

operators

of

the

market

(including

ca

ble

operators,

Internet service prov

ider cooperatives

(ISPs), and othe

rs). It offered the fo

llowing services

:

11

Infrastructure

Services

Video

Trans

port:

transport of

video

signa

ls

in

standard and

high

d

efinition,

audio and video stream

ing

Data

Services

:

De

dicated links,

layer 2

(LAN to LAN)

and layer

3 (Internet

Protocol Virtual Privat

e Network).

Datacenters: Host

ing, housing and virtua

l private server

s.

Internet Services

IP

transit

serv

ice:

it

c

oncentrated

most

of

th

e

business

in

2

021,

dem

anded

by

ISPs

to

provid

e

Internet

connectivity

to

th

eir

customers.

This

le

d

to

a

significant increase in loc

al and international broa

dband consum

ption.

Value Added

Services

IoT, Security, and other

additional services

.

International

Long

-Distance

Service

Telecom

holds

a

permanent

license

to

pro

vide

international

telecommunications services in

Argentina, including voice, da

ta, and

housing

services

and

leas

e

of

international

point

-

to

-point

circuits.

Telecom

is connected

to

international

telecommunic

ations network

s,

mainly through sev

eral submarine f

iber optic cables.

Services

provided in the

United States

Commercial

actions

aimed

at

highly

prof

itable

w

holesale

products

,

among

them, OTT services. Development of links with leading cloud content and

service

providers

in

the

U

nited

States

through

the

subsidiary

Telecom

USA.

5.

Personal Pay

During

2021,

T

elecom

launched

a

new

digital

w

allet

serv

ice,

Personal

Pay

,

in

Beta

vers

ion,

for

the purpose of contin

uing to drive financi

al inclusion through the F

intech industry in

Argent

ina.

The digital platform a

llows to:

1.

pay, save and manage

their money, eff

iciently and sec

urely,

2.

recharge their cell phone (r

egardless of t

he service provider),

3.

recharge transport cards a

nd pay bills,

4.

send and receive money v

ia a QR code and

access

a wide rang

e of discounts and

benefits.

Personal

Pay

is

fully

mana

ged

from

the

ap

p

and

allo

ws

users

to

view

all

the

cr

edits

and

deb

its

clearly

and

easily.

All

users

c

an

access

the

VISA

Personal

Pay

Intern

ational

prepaid

card.

Personal’s

e

-

wallet

offers

the

w

orld's

first

c

ustomizable

fint

ech

card,

in

phys

ical

format.

Th

us,

users can

c

hoose the name

to be

printe

d, as

we

ll as

predefined logos that

identify them. With

the

prepaid car

d, customers

c

an mak

e p

urchases o

nline

and in p

hysical s

tores, subscr

ibe to

entertainment serv

ices, and they w

ill soon be able to

withdraw cash from

ATMs.

As part of its develop

ment map, Person

al Pay will continue to stre

ngthen the func

tionalities of its

app

and,

in

future

releases

,

users

will

be

able

to

acces

s

financial

ed

ucation,

s

avings

tools,

QR

reader, among other f

unctionalities.

Telecom

seeks

to

continu

e

to

promote

financial

inclusion

throu

gh

the

Fintech

industry

in

Argentina.

Dur

ing 2

022,

Te

lecom

will

inc

orporate

new

functionalities

and

solutions

under

one

of

its pillars,

financ

ial inclusion, offering financial solutions to

segments of the po

pulati

on that do

not

have access today.

12

4

.1.2 Infrastructure

4.1.2.1 Infrastructure D

evelopment

To provide an innovative s

ervice and exc

ellence, Telecom cont

inues to develop its

infrastructure

on

an

ongoing

basis.

Making

inte

nsive

investments

i

n

its

infrastructure

and

systems

to

prov

ide

customers with the b

est services is a key p

illar of Telecom’s st

rat

egy.

Technological milestones

in 2021 included:

1.

Transformation

of

the

Network:

consolidatio

n

of

te

chnical

buildings

that

allow

the

unification

of

network

equipment.

In

a

ddition,

a

new

phase

of

t

he

transformatio

n

was

initiated

with

the

installation

of

t

he

Outer

Cor

e

equipment

of

the

sou

thern

n

etwork,

improving the

capacity and operation

of the tran

sp

ort network

to the

so

uth of

t

he country.

2.

Fiber

opt

ic

de

ployment,

FTTH:

expansio

n

of

the

ser

vice

net

work

to

9,

550

b

locks

and

construction of

3,000 blocks

of Overlay,

which

consists

of

building an

FTTH network over

an

HF

C

network.

This

al

lowed

Telecom

to

decompress

the

traffic

in

the

old

network

through the migratio

n of customers an

d to provide bett

er products.

3.

Deployment

of

4G:

Improv

ement

of

the

network

capacity

and

4G

cov

erage

wi

th

the

installation of more than 200 new sites and the improvement of more than 2,000 ex

isting

sites,

reaching

a

4G

cover

age

of

96%

at

co

untry

level

and

98%

co

nsidering

prov

incial

capitals.

4.

Fixed

Ne

twork:

In

addition

to

starting

with

the

deployment

of

the

FTTH

overlay

network

that allows the mod

ernization of fixe

d access, the HF

C network was furt

her enhanced to

expand

its c

apacity

and

optimize

its

perform

ance.

During

the

year,

over

24,

000

network

blocks

wer

e

improved,

mainly

by

expand

ing

up

-stream

capacity

thro

ugh

the

mid

-split

project.

Telecom

also

work

ed

on

segme

nting

service

areas

to

achieve

high

er

capacity

per user.

5.

Mobile

Access:

Telecom

continued

with

the

sites

growth

strategy

to

prov

ide

great

er

capacity

per user,

and

impr

ovements

over

existing

o

nes:

Adding

bands

,

refarmin

g

toward

4G, etc. In

turn,

4T4R

antenna

equipment

was ins

talled, which

allows

for a

better

use of

the spectrum prov

iding a better user ex

perience.

6.

Personal

WIFI

Zone:

Incorpor

ating

all

the

attributes

of

Telecom,

Perso

nal

WiFi

Zone

continues

the

mission

of

being

Arg

entina's

largest

free

-

of

-charge

Wi

-

Fi

c

ircuit.

Strengthening

the relationship

with

our strategic

p

artners, we

continue to

provi

de

Internet

access

at

bars,

res

taurants,

movie

theaters

and

fitness

centers

along

w

ith

the

deployment

of new hot spots in outd

oor spaces and

in 100% of our

customer service

locations.

4.1.2.2 Digital Transf

ormation Projects

Telecom

focus

es

on

acc

elerating

its

dig

ital

transform

ation

a

nd

that

of

society.

To

th

is

en

d,

it

is

making

progres

s

in

t

he

tot

al

reconversi

on

of

its

system

s.

Together

with

t

he

transfo

rmation

of

its

internal culture, th

ese changes a

llowed it to

maintain the oper

ation despite

the pandemic

restrictions and resp

ond efficiently to the new

needs of its custom

ers.

13

Platform Ecosystem: N

ew Techno

logy Enablers

Focused

on

sustaina

ble

growth

an

d

technological

and

cu

ltural

transformation,

Telecom

developed a platform

ecosystem following

digital open

architecture

guidel

ines.

Innovations that are t

he basis of its ena

bling platforms

Big

Data

a

nd

Analytics

Data

Phoenix

Project.

Evolution

of

the

Enterprise

Data

Warehouse

model with Google Clo

ud Platform.

Open

Digital

Architecture

Implementation

of

the

APIfi

catio

n

mod

el:

Av

ailability

of

services

embedded in

APIs (Application Programming

Interfaces

) that

a

llow their

reuse, accelerate deve

lopment and add val

ue to its customers.

Cloudification

Multicloud

at

Scale

t

o

d

ecentralize

the

genera

tion

of

infrastructure,

building knowledge a

nd capabilities.

DC4

A

convergent

infras

tructure

mo

del

that

en

ables

the

eff

icient

management of the reso

urces deployed at

datacenters

.

It

seeks

to

make

teams

independent

and

have

infrastr

ucture

available

and as automated

as possible.

Cloudvalley

Collaborative

s

elf-serv

ice

portal

that

e

nables

to

mana

ge

infrastructure

and services throug

h a single catalog.

It

c

omplements

enabling

platforms

with

a

self-serv

ice

portal

th

at

enhances the exper

ience of developers

and users.

Advances in Transform

ation Programs

Project FAN

It

is

a

customer

rel

ationship

management

(C

RM)

system

com

prising

the

administr

ation,

management

and

billing

pr

ocesses

with

a

unified

approach

to

our

business

.

FAN

is

focus

ed

on

the

experience of

more

than 29

million customers

to manage

their

services. In

202

1,

we

achieved

the following milestones

:

1.

19 million mobile lin

es were migrated to

FAN,

i.e. 96% of the mobi

le customer bas

e.

2.

NPlay code in production (unification of the

fixed and mobile code). Changes in the main

sales and after-s

ales functionalities

and in the initi

al customer view (

products and

services

are

grouped

by

address)

.

Soon,

NPlay

will

b

e

switched

on

in

two

locations

to

gradually reach the rest o

f the country

.

SWITCH, a Digital Expe

rience

A fully convergent experience, w

ith a comprehensive view of the custo

mer and with self

-

management

as

a

hor

izon.

Telecom

is

also

opti

mizing

its

relationship

m

odels

across

all

digita

l

channels.

With

a

comprehensive

ap

proach

to

customers,

this

program

allows

Telecom

to

imp

lement

a

common

strategy

in

its

digital

s

ales

(e-

commerce)

and

post

-sales

(self-ma

nagement)

channels,

to

provide

cus

tomers

with

a

converge

nt

and

omn

i-c

hannel

experience,

with

a

focus

on

self

-

14

management.

In

2021,

Telecom

developed

and launched

the

new

E

-Commerc

e

C

onvergent S

elf-

Management

APP,

acceler

ating

th

e

digital

experience

which

includes

functionalities,

ongoing

evolution, service trans

formation, and pers

onalized valuable content

.

SAP S/4 Hana, focused

on the back offic

e

Regarding

the

evolutio

n

of

Telecom's

Enterprise

Resourc

e

Planning

(

ERP)

s

ystems,

its

challenge

in 2021 was th

e innovation roadm

ap to include m

ac

hine learning, IoT

and big d

ata, among ot

her

tools, for back-off

ice management. T

he main advance

s made were:

1.

Support

to

the

developm

ent

of

ne

w

business

es

by

adapting

their

adoption

to

the

back-

office areas on SA

P S4 Hana.

2.

Upgrade to the new

version of SAP

S4 Hana.

3.

SAP deployment for

our subsidiaries

in Uruguay and P

araguay.

OSS (Operation Support

System) Program

The

converge

nt

an

d

compr

ehensive

operation

of

th

e

n

etwork

is

one

of

t

he

funda

mental

axes

in

the

Com

pany's

evolution.

Through

OSS,

Telecom

managed

to

un

ify

processes,

tools

a

nd

da

ta

for the management o

f preventive ma

intenance of all its as

sets.

Telecom

comp

leted

the

rollout

of

a

new

W

orkforce

too

l

that

allows

it

to

make

its

installation

and

support operation more eff

icient. In addition, Telecom

implemente

d new

network tickets and fault

management

s

ystems,

which

enable

it

to

monitor

an

d

manage

netw

ork

ev

ent

s

with

improved

traceability and diagnost

ic portals that allow it to understand mor

e accurately the points of failure

in the services rendered

to its customers.

1.

New Technologies to Boost the Digital Environment

In

the

com

ing

years

,

5G

t

echnology

will

lead

to,

for

example,

widespread

smart

cities,

IoT,

connected

homes

an

d

cars,

home

automation,

and

AI.

That's

why

Telec

om

has

been

investing

for

a

long

time

in

5G

technol

ogy

by

expanding

the

cover

age,

availab

ility,

and

capaci

ty

of

its

mobile

network.

It

also

c

ontinued

to

deploy

sites

to

expand

c

overage and

made

improvem

ents

t

o

ex

isting

ones. In

the north of

t

he country,

with

a high degree

of traffic, Telecom implemented 4T4R

at 380

sites and the refar

ming of the 1,900

or 850 M

Hz band at mor

e than 2,000 sites.

In

Fe

bruary

2021,

Telecom

installed

the

first

5G

network

in

Arg

entina,

putting

into

operat

ion

10

mobile

ante

nnas

in

the

cities

of

Buenos

A

ires

and

Ro

sario.

These

sites

use

Dynamic

Spectrum

Sharing

(DSS)

technology

,

which

leverag

es

the

current

4G

network

to

turn

on

5G

access

es

dynamically and

on deman

d. The 5G

network wil

l enable s

peeds of 1

0Gbps an

d provide gr

eater

capacity for connected d

evices, coverage, a

nd features

than the 4G and 4.5G

networks.

In

Dec

ember 2021,

Te

lecom

announced the

ex

pansion

of its

5G network

with

10 new

sites in

M

ar

del

Plata,

Pinamar

a

nd

Car

ilo.

Teleco

m

insta

lled

anten

nas

in

Mar

del

Plata

w

ith

this

technology

in

the

are

as

of

Playa

Bristo

l,

Varese,

Mogotes

and

Pla

ya

Grande;

and

it

put

into

o

perat

ion

five

sites in Pinamar and,

in Cariló, a site corr

esponding to

the downtown area.

By the end of the year, T

elecom expects to h

ave sites with an exc

lusive spectrum for 5G.

IoT Solutions

IoT

solutions

prov

ide

companies

and

agencies

with

real-

time

informat

ion

and

s

tatistical

data

needed

to

perform

several

proc

edures

in

an

ag

ile

and

efficient

manner.

T

hese

s

olutions

allow

15

users

to

run

tasks,

automate

processes,

and

generate

efficienc

ies.

IoT

is

not

just

connecting

things

to

the

Internet,

but

it

invo

lves

the

development

of

value

propositi

ons

that

incorporate

new technologies

.

Telecom

has ex

tensive

exp

erience

as

an

end-

to

-end integrator

of c

omplex

ICT

solutions,

where

it

uses its

net

work i

nfrastr

ucture and

highly

qualified human

resources.

It

has capacity

for

connectivity,

networking,

software,

hardware,

alliances,

development

of

dashboar

d

and

platforms,

with

data

analytics

speciali

sts

for

better dec

ision

-maki

ng th

at e

nable

it to

accompany

customers

in all their processes o

n the path tow

ards

the digital trans

formation of their busi

nesses.

Machine Learning and

Predictive Analyti

cs

Telecom

started us

ing the

Customer Ex

perience

Index

(

CEI), an

unbiased

metho

d of

evaluating

the user

experience

based

on

the

quality

of

the

net

work

they

perceive.

T

o

this

end,

we

selecte

d

a variety of

ty

pical services (voice, web,

streaming, etc.) and their un

derlyin

g indicators. Telecom

is

work

ing

on

improving

the

CEI

mod

el

of

th

e

HFC

network,

mobile

netw

ork,

Wi

-Fi

access,

and

Flow platform.

Artificial Intelligence

and Augment

ed Intelligence

Augmented

intell

igence

refers

to

the

increase

in

human

cap

abilities

when

combined

with

technology

(es

pecially

artificial

intelli

gence

and

automatic

learning).

Te

lecom

uses

ADA,

an

augmented intelligence t

ool

, for mobile and fixe

d network planning.

In this way, it can

obtain tw

o-y

ear projections of ac

tive users

per network c

ell and average traff

ic

per customer.

In

2021, Tele

com develop

ed a us

e case

for the

application

of arti

ficial intell

igence

and

aut

omatic

learning

techno

logies

in

the

netw

ork

t

o

aut

omate

the

diagnosis,

operat

ion

a

nd

correction of network fa

ilures.

2.

Security of Information, People and Assets

Cybersecurity

Telecom

regularly

updates

the

security

meas

ures

and

use

cases,

and

includes

new

mitigat

ion

procedures both for th

e identification and

prevention of

cy

ber-attack attempts.

It

trains

its

employees

and

drives

awareness

campaigns

(both

active

a

nd

passive)

about

da

ta

security

and

privacy

proce

dures.

In

those

ca

mpaigns,

T

elecom

warns

its

empl

oyees

about

t

hreats

that can affect users an

d the access to its sy

stems.

In

a

ddition,

the

Department

of

Cybersec

urity,

which

reports

to

the

CTO,

promote

d

th

e

f

ol

lowing

activities:

1.

New solut

ions that

allow

to

improve th

e security,

desig

n and d

evelopment

of tec

hnology

focused on the classificat

ion of critical informa

tion and the preve

ntion of data le

akage.

2.

Identification of new thre

ats and vu

lnerabilities generat

ed

in the IT ecosystems.

3.

Implementation of restr

iction measures

for the ac

cess to persona

l data, protecting

customer privacy and the encryption of sensitive data as required by l

aws, regulations or

procedures.

4.

A portfolio of security

products and services as

a

n added value f

or its customers.

5.

Telecom

strictly

complies

with

Personal

Data

Protection

Law

N

o.

25,3

26,

as

supplemented,

meet

ing the

r

equirements

provided

by

law

in

ord

er to

pr

otect

the

privacy

of personal data.

16

6.

Full

an

d

com

prehensive

review

of

the

Cred

it

Card

data

proc

essing

environment,

in

accordance with the

PCI - DSS (

Payment Card Indust

ry

- Data Security Standard

).

7.

Adaptation

o

f

the

Security

management

processes

and

documentat

ion

to

the

IS

O/IEC

27001 management

model.

8.

In

ord

er

to

saf

eguard

the

priva

cy

of

t

hose

employees

that

work

remotely,

w

e

use

two

-

factor authentication an

d geolocation restrict

ions.

9.

In order

to prev

ent d

ata lea

kage, Teleco

m upgra

ded th

e detection

system

and revi

ewed

the

restr

iction

workflows

for

their

update,

and

the

ear

ly

actions

to

be

tak

en

in

c

ase

of

movement of pers

onnel.

4.1.5 Human Capital

Telecom’s vision

is aimed

at furthering its

evo

lution as

a company

by boosting digital

c

apabilities,

new

way

s

of

working

and

a

c

ustomer

&

empl

oyee

ce

ntric

cult

ure

throu

gh

t

he

following

lines

of

action:

1.

Consolidating

a

new

work

experienc

e

w

ith

new

ways

of

relating

by

putting

in

to

action our cultural purpos

e and principles

.

2.

Initiating

an

d

ado

pting

new

organ

izational

formats

and

agile

pr

oject

teams

th

at

will accelerate its d

igital transformat

ion and value del

ivery proces

s.

3.

Promoting and sup

porting the dev

elopment of a di

gital leadership styl

e as

facilitator and enab

ler of business challenges.

4.

Focusing

on

the

attraction,

rec

ruiting

and

loyalty

of

digital

prof

iles

through

the

strengthening of its emp

loyment bran

d positioning and of its va

lue proposition.

The

CO

VID-19

pandemic

d

rove

Telecom

to

r

einvent

its

elf

to

contin

ue

oper

ating,

preserv

ing

the

welfare

of

its

pe

ople.

Base

d

on

what

it

l

earned

in

202

0,

Telecom

be

gan

to

conso

li

date,

in

2021,

a

new

labor

parad

igm

marked

by

a

n

ew

w

ay

of

d

oing

things,

new

challenges,

a

more

fed

eral

vision

of projects, and

c

ollaborative leadership.

In 2021, it

dev

eloped new

w

orking modalities tha

t

include

a

mix

of

remot

e

and

i

n-person

work

sc

hedules

,

and

prov

ided

sup

port

to

its

e

mployees,

through a comprehensive

program that

offers learning tools, goo

d

practices, an

d tips to maintain

the work-life balance,

among other v

aluable content.

#NosAcompañamos

This

comprehens

ive

progr

am, created

during the

C

OVI

D-19

pandemic, seeks

to

s

upport

p

eople's

biopsychosocial

welf

are

to

enhance

the

ir

work

exper

ience.

Thus,

thro

ugh

different

means

of

communication,

T

elecom

s

hared

prevention

measures,

promoted

remot

e

working

methodology,

and activated various c

are protoc

ols.

Digital Culture

Telecom

drives

a

ch

ange

of

m

indset

in

line

with

its

cultural

tra

nsformation,

foc

used

on

three

pillars:

1.

Digital leadership as a f

acilitator of busines

s challenges

2.

Development of the e

mployer brand

to attract digital pr

ofiles and buil

d

loyalty

3.

Generation of new organizational formats that accelerate transformation and delivery of value

In

ord

er

to

strengthen

a

new

leaders

hip

model

aligned

with

this

tr

ansformation,

Te

lecom

is

boosting the Being and Doing model throu

gh the “Teco Attitud

e”, which puts its Cu

ltural Purpose

and Principles into ac

tion.

17

Teco XP

Based

on

the

cultural

evol

ution

that

began

in

2020,

Telecom

developed

Teco

XP,

a

new

w

ork

experience

with

a focus

on

the

balanc

e betw

een

professional,

family

and

persona

l life

offering

a

mix

of

working

m

odalities,

depending

on

the

needs

of

different

projects

and

types

of

task

: Fully

remote

schedules,

in-

person

schedules

and

a

c

o

m

bination

of

both. Un

der

this

scheme

of

work

environments,

we

created

Experi

ence

C

enters

that

are

considered

as

true

meeting

points

for

exchange and co-

work, mak

ing the most of technol

ogy and connect

ivity.

In

t

he

second

ha

lf

of

2021,

Telecom

opened

the

fir

st

4

Experience

Centers

for

the

employees

located

in

Rosar

io

and

in

th

e

AM

BA

regio

n

to

gradually

adopt

a

hybri

d

wor

king

mode

l.

Subsequently, in January

2022, it opened ano

ther Experience

Center in Cordoba

.

Teco Station Academy

This ecosystem of learning

and developm

ent experiences seeks

to strengthen the skills required

in

digita

l

areas

and

ne

w

b

usinesses.

It

also

c

ontributes

to

the

process

of

upski

lling

(te

aching

employees new

skills to

o

ptimize their

performance) and reskilling

(training an employee

to

adapt

to

a

new

position

in

the

company)

of

its

employe

es,

e

ncouraging

their

mobility

and

growth,

and

accelerating their rea

diness for current and f

uture roles.

1.

Diversity and Resp

ect in the Workpla

ce

Telecom seeks

to

build res

pectful e

nvironments

and, t

o

th

is end,

it

has a

Diversit

y and

Inclusion

team

that

des

igns

an

agile

working

dynamic

to

drive

the

impl

ementation

of

actions

for

our

t

hree

pillars: Disabilities, Gener

ations and Ge

nder.

The highlights during 2

021 were:

1.

Protocol in cases of v

iolence an

d/or sexual harass

ment in the workpl

ace

2.

Women Leaders

3.

Diversity Training for

Leaders

4.

Support Provided to E

mployees with Disa

bilities

1.

Boost to the Developmen

t of th

e Employees

Feedback Connection

A

com

prehensive

performa

nce

manag

ement

program

aimed

at

empoweri

ng

t

eam

development

with

valuable

conversat

ions.

It

has

allowed

Telecom

to

promo

te

performanc

e

management

in

order t

o

empower

our

e

mployees

as

prota

gonists

of

the

process

a

nd

their

leaders

as fac

ilitators

or performance

enhancers.

4 lines of work feed o

ff each other to provid

e different views on

performanc

e

1. Plan of Goals

Planning,

cascading

and

ass

essment

of

goals.

It

clari

fies

expectations

and

g

enerates

agreement

s

on

business

objectives

and

development

goals.

18

2. Conversations

It

encourages

an

ongoing,

thorough,

and

honest

dialog

between

employees

and

their

leaders

with

a

focus

o

n

the

clarificat

ion

of

expectations.

3. Leaders

Spontaneous

remarks

to

rec

ognize

th

ose

peop

le

wh

o

put

Telecom

’s

cultural

principles

into

action.

They

genera

te

greater

emot

ional

commitment

and

add

complementary

insights

to

the

person’

s

performance.

4. Leadership

Survey

Feedback

on

leadership

p

erformance

w

ith

the

te

ams.

It

i

ncludes

the

point

of

view

of

the

employ

ees

on

the

perception

o

f

the

quality

and

effectiveness of the lea

der's performanc

e.

Work Environment

Survey

The work environment surv

ey carried out in 2021 to all

the employees of Telecom Argen

tina had

an

85%

response

rate

and

we

conducted

a

digital

c

ampaign

to

disseminate

the

results.

The

survey was also conduc

ted in Para

guay and Uruguay.

In

2021,

T

elecom

emphasiz

ed

the

fac

t

hat

the

inf

ormation

s

ubmitted

is

co

nfidential,

that

this

survey

is

very useful and

that

it

is

very important

to

obtain

employees’

feedback for

the

actions

to

be

taken

by

t

he Company.

4.1.6 Sustainability Strategy

Telecom

carries

out

its

activ

ities

and

op

erations

t

aking

into

consideratio

n

the

importance

of

ICT

and

t

he

g

lobal i

mpact on

Argent

ine

soc

iety. Si

nce 2007,

T

elecom

has i

ssued, on

an annual

bas

is,

a Sustainabil

ity Rep

ort an

d continues

to stren

gthen its

value

chain an

d its

environmental

commitments,

state

d

in

the

pillars

that

guide

its

policy.

In

20

21,

it

pr

esented

the

firs

t

Integrated

Report,

which

c

onsolidated

its

performance

with

the

c

ompany's

fi

nancial

inform

ation

during

the

fiscal year 2020.

In 2021, Telecom start

ed to rev

iew its sustainability strategy t

o establish the work

ing dimensions

focused on

soc

ial and environmental actions. To

this end, it assessed the i

mpact of the company

and

m

ateriality,

it

identified

the

relevant

actions

,

and

r

eviewed

its

long

-term

goals.

In

2021,

Telecom published a

new Environmenta

l Policy and dev

eloped the Sustainab

ility Policy.

1.

Relationship with Stakeh

olders

Telecom's ongoing dialog with

its stakehold

ers allows it to

learn about their expectations, to

grow

the

company's

business,

and

to

create

shared

value.

Telecom

takes

an

active

role

t

o

generate

trust relationships, wit

h a comprehensive

company

-wide approach

.

The stakeholders are t

he following:

1.

Employees

2.

Shareholders and Inves

tors

1.

Customers and Consu

mers

2.

Suppliers and Contrac

tors

3.

The Environment

19

4.

Community

5.

Public Sector

6.

Unions

7.

Media, Opinion-Mak

ers and Influencers

1.

Environmental Sustainabi

lity

Telecom

be

lieves

tha

t

sustainabi

lity

is

the

way

to

improv

e

the

performance

of

its

busines

s

and

develop its activities mi

nimizing the environ

mental footprint

of the services it prov

ides.

During

202

1,

Tel

ecom

dev

eloped

a

new

env

ironmental

po

licy.

It

is

base

d

on

the

following

t

en

general and

strategic

principles

that guide th

e acti

ons of

all areas

of the c

ompany (Risk

Management

and

Minim

ization,

Lega

l

Framework

,

Techno

logy

for

Sustainable

Development,

Contribution

t

o

Climate

Change,

Management

of

Indicators

and

KPIs,

Efficiency

in

Resource

Consumption,

Waste

Management,

Or

ganizational

Culture,

Va

lue

Ch

ain,

and

Transp

arent

Identity).

2.

Social and Environm

ental Impact

Telecom contributes t

o the

progress and

development

opportunities of th

e

co

mmunities in wh

ich

it

is

present.

It

brings

its

technological

advances

clos

er

to

peop

le,

tra

nsforming

informat

ion,

business, entertainme

nt, and the ways of rel

ating.

Mi Negocio Person

al

It

is

a

persona

lized

e-store

where

smal

l

traders

and

entrepreneurs

can

s

ell

their

products

in

an

agile a

nd si

mple w

ay,

and

offer

them

on

social

med

ia

or

publish t

hem

in

the

app

Club

Perso

nal.

Launched

in

the

midst

of

the

pandem

ic,

M

i

Negocio

Personal

ena

bled

micro

-en

trepreneurs

to

continue doing busines

s and making sales

des

pite the preventiv

e isolation measures

.

In

2021,

Mi

Negoci

o

Pers

onal

supported

the

digitizati

on

of

the

busines

s

ex

perience

of

20,00

0

entrepreneurs an

d created

a community

of 23,000

followers

in their

official socia

l media

profiles.

With

a

1.3%

month

ly

c

onversion

rate

for

subscriptions,

it

also

pr

ovided

enriching

informat

ion

tailored to the loca

l market through free

webinars and t

raining.

Responsible Advertising

Telecom

assesses

and

ap

proves

advertis

ing

pieces

based

o

n

responsible

advertising

cr

iteria.

W

e

take

into

acc

ount

the

leve

l

of

expos

ure

of

children

in

advertis

ing,

fami

ly

mod

els,

s

tereotypes,

gender,

use

of

a

ppropriate

v

ocabulary,

and

i

ncitement

to

violence,

amo

ng

others.

Telecom

also

participates

in

chambers

and

organizations

that

develop

responsi

ble

advert

ising

campa

igns,

such

as the Argentine Counc

il of Advert

ising.

3.

Digital Inclusion for the C

ommunity

Our Opportunity: boo

sting digital life

To

achieve

digital

incl

usion,

ac

cess

to

c

onnectivity

is

necessary

,

but

not

sufficient.

People

must

have the s

kills and

abilities

necessary

to make saf

e, po

sitive and r

esponsible

use

of the s

ervice.

20

And

that

is

the

f

ocus

of

Tel

ecom's

sustainabili

ty

strategy

.

Telecom

promotes

community

access

to

digital

skills

and

comp

etencies

that

are

fundament

al

to

individ

ual

and

c

ollective

growt

h

in

an

increasingly digitized w

orld.

With

federal

reach,

its

programs

seek

to

bring

valuable

content

clos

er

to

people

across

the country

so tha

t they

can boost

their growth.

Thus, Telecom helps drive

digital inclusion and

enables more

and more people to tak

e advantage of

the opportunit

ies posed by the services

it provides.

Communication with th

e Community

Connectivity

is

an

e

ngine

f

or

the

econo

mic

a

nd

s

ocial

development

of

large

citi

es

and

also

of

towns

located

far

fr

om

urb

an

centers

,

with

th

eir

speci

fic

needs.

Th

at

is

w

hy

Telecom

works

in

conjunction with prov

incial and municipa

l governments to

bring people closer to the m

ost

appr

opriate

proposal

in

terms

of

infrastructure

devel

opment.

With

a

l

ong

-term

vis

ion,

Teleco

m

makes genuine

investmen

ts that

s

tandardize network modernization, the

d

evelopment of people,

and the preservation of

natural environme

nts.

Telecom

maintains an

activ

e presence

in

the

commun

ities

of i

nfluence, in

order

t

o promote

dialog

and foster shared interests

.

Community Program

s

DIGIT@LERS

This

proposal

is

t

argeted

at

y

oung

people

over

the

age

of

1

8

to

encourage

th

em

to

find

t

heir

vocation in the IT

world and

at the s

ame time to prom

ote the dev

elopment of di

gital talent for the

industry.

CHICAS DIGIT@L

ERS

This

is

a

training

space

for

young

women

aged

13

-17,

with

which

Telecom

aims

to

r

educe

th

e

gender

gap

in the

sec

tor by

inspiring

them

to

imagine

their

acad

emic

and

labor

future

in th

e ICT

world. Classes are de

livered live online by

mentors tha

t work in the IT market

.

Corporate Volunteer P

rogram:

Conectamundo

s

Under

the

mott

o

“Together,

we

r

each

further”,

t

he

Corporate

V

olunteering

Pr

ogram

aims

t

o

design

spaces of

joint creation for em

ployees,

in

line with

the spirit of

T

elecom’s sustainability programs.

Puente Digital

Through this progra

m, Telecom provides

free connecti

vity to different commu

nity institutions.

Sponsorship and Donatio

ns

21

Through

the

donation

of

technolog

ical

equipm

ent

an

d

materials,

Telecom

made

donations

to

schools, boroughs,

and social organiz

ations throug

hout the country

so that they

can use them

in

their daily activities.

5. TRANSPARENCY AND ETHICS

Cablevisión

Ho

lding

believes

that

one

of

the

pillars

of

a

goo

d

management

is

transparency.

Therefore, through i

ts communication it

s

eeks to

m

ake available

as much

information as possible

about

its

operations

and

businesses.

In

addit

ion,

it

establishes

ethical

standar

ds

for

the

development of its op

erations.

The

Comp

any has

a

pol

icy call

ed Code of

Ethics and

Conduct, which, among other

things, seeks

to

avo

id

pote

ntial

c

onflicts

between

the

Co

mpany's -

and

its

subsidiar

ies’

-

interests

and

the

personal

i

nterests

of

its

d

irectors

and

employees

and

their

respective

direct

relati

ves.

The

code

describes

objective scena

rios where

a

conflict of

interest

may aris

e a

nd pr

ovides a

non

-

exhaustive list of examp

les that standardize c

onflicts.

The

Code

of

Ethics

and

Cond

uct

deals

with

the

hand

ling

of

confidential

i

nformation

by

the

Company's officers, where confidentia

l information is understood as all

such information that has

not become pub

licly known and th

at may be

important for an

investor to m

ake a buy, s

ell or hold

decision

concerni

ng

any of

t

he

Company's

securities. The

C

ode

prohibits

the

use

of

such

information by the Co

mpany's

officers for their own be

nefit or for the ben

efit of a third party.

Cablevisión

Holding makes

available

to i

ts investors

an

d

shareholders all

the relevan

t

information

about

its

perfor

mance.

CVH

has

employees

who

are

in

charge

of

the

r

elationship

with

investors

and

shareholders,

a

nswering

the

ir

inquiries

and

pr

oviding

financial

and

operating

i

nformation.

T

he

Company

issues

and

distributes

quarterly

reports

and

holds

periodic

conferenc

e

calls

d

uring

which

the

information

provi

ded

is

d

iscussed.

All

the

reports

are

s

ubsequently

uplo

aded

t

o

th

e

corporate website.

The

Company

maintains

communica

tion

chan

nels

with

t

he

minority

shareholders

through

the

disclosure

of

releva

nt

infor

mation

in

the

stock

exchanges

where

its

shares

and

GDSs

are

listed

and through informat

ion disclosed in t

he Company's w

ebsite.

6. RISK FACTORS

As

an

Arg

entine

corporat

ion

whose

only

sign

ificant

assets

currently

are

shares

of

Telecom

Argentina

S.A.

(“Te

lecom”)

—

another

Argentine

corp

oration

—

C

ablevisión

Ho

lding

S.A.

(the

“Company”)

is

exposed

to

a

wide

range

of

risks

the

country

and

to

its

o

perations. T

he

Company relies on a

strong

internal

control system and its control of

Telec

o

m, which is

the result

of

its ownership i

nteres

t and

t

he provisions

of a

s

hareholders’ agreement that

entitles the

Company

to

designate

a

majority

of

the

me

mbers

o

f

the

board

of

directors

of

Telecom.

The

identification

of

risk

and

its

ass

essment

is

part

o

f

Telecom’s

busines

s

plans,

and

is

a

lso

addressed

by a corporate based co

ntrol department an

d by the Company

’s board on a regu

lar basis.

Risks Relating to Argent

ina

Overview

A substantial majority of Telec

om’s property, operation

s and customers are located in Argent

ina,

and

a port

ion

of

its as

sets

and

liabilities

are

d

enominated

in

foreign

currenc

ies.

Accordingly,

our

financial condition, results of

operations and cash flows d

epend to a significant extent on

economic and political conditions prevailing in Argentin

a and on the exchange rates between the

Argentine

p

eso

a

nd

foreign

currencies.

In

the

recent

past,

Argenti

na

has

exp

erienced

severe

recessions,

pol

itical

crises,

perio

ds

of

high

inflation

and

significant

c

urrency

devaluation.

The

Argentine economy has been vola

tile since 2011, with years of economic growt

h and others with

recession.

For

example,

Argentina

’s

economy

grew

in

2017

and

2021,

but

contr

acted

in

2018,

22

2019

a

nd

2020.

Several

factors

have

impacted

negatively

the

Arg

entine

econom

y

in

the

recent

past,

and

may

c

ontinue

to

impact

it in

the

future,

including

among

o

thers,

i

nflation

r

ates,

exc

hange

rates,

comm

odity

prices

,

level

of

Arge

ntine

Centra

l

Bank

(“BCRA”)

r

eser

ves

,

public

debt,

tax

pressures,

trade

a

nd

fisc

al

balances,

government

pol

icy,

the

internationa

l

c

ontext

and

furth

er

developments of the CO

VID-19 pa

ndemic.

Devaluation

of

t

he

A

rgentine

peso

and

f

oreign

exchange

control

s

may adversely

aff

ect

our

results of operations, our

capital expenditures and ou

r ability to service our liabilities

and

pay dividends.

Since

we

generate

a

s

ubstantial

portion

of

our

revenues

in

Ar

gentine

P

esos

(

our

funct

ional

currency),

any

devaluation

may

negat

ively

affect

th

e

U.S.

do

llar

value

of

our

earnings

while

increasing, in

Peso terms

, our ex

penses an

d capit

al expenditur

es denomina

ted in for

eign

currency.

The Argentine P

eso has

been subj

ect to sign

ificant devaluation

against

the U.S. do

llar

in

the

past

and

may

be

subject

to

fluctuat

ions

in

the

f

uture.

The

value

of

the

peso

compared

to

other currencies is dependent, amo

ng other factors, on the level of internat

ional reserves

maintained

by

th

e

BCRA,

which

hav

e

also

shown

significant

fl

uctuations

in

rec

ent

years.

T

he

Argentine

macroec

onomic

environment,

in

which

w

e

operate,

was

affected

by

t

he

continued

devaluation

of

the

peso,

w

hich

in

turn

had

and

c

ould

continue

to

have

a

direct

impact

on

our

financial and economic p

osition.

The

value

of

the

Peso

has

fluctuated

s

ignificantly

in

the

pa

st.

In

2021,

the

Argentine

Peso

continued

to

deprec

iate

against

th

e U.

S.

dollar

and

ot

her

major

forei

gn

currencies.

Accordi

ng

to

Communication

“A”

3500

of

the

BCRA,

th

e

peso/dollar

exchange

rate

sto

od

at

Ps.

102.75

per

US$

1.00 as of

31 December 2021,

evid

encing a

devaluation of

the peso

of approximately 22.1%

from

its

v

alue

o

f

84.15

Pesos

per

do

llar

at

31

December

2020

(c

ompared

to

40.5

%,

58.9%

and

102.2%

in

the

years

ended

31

December

20

20,

2019

and

2018,

respect

ively).

As

a res

ult

of t

he

Argentine

Peso’s

increased

volat

ility,

the

Argent

ine

government

and

t

he

BCR

A

implemented

several

measures

to

stabilis

e its

value,

including,

amo

ng others

,

stronger ex

change

regulations,

an

increas

e

in

s

hort

term

interest

rates

and

the

sale

of

foreign

currency

reserv

es

mad

e

by

the

BCRA.

The

continued

devaluation

of

the

Argentine

Peso

durin

g

the

past

year

s

has

had

and

continues

t

o

h

ave

a

negative

impact

on

the

pay

ment

of

foreign

currency

den

ominated

d

ebts

by

local

private

sector

debtors

to

unre

lated

fore

ign

entities,

and

has

also

led

to

an

increase

i

n

inflation,

which

in

turn

has

a

dir

ect

impact

on

real

wa

ges.

The

devaluation

has

also

n

egatively

impacted

bus

inesses

w

hose

suc

cess

is

dependent

on

domes

tic

market

demand,

and

advers

ely

affected

th

e

Argentine

gov

ernment’s

ability

to

ho

nour

its

foreign

debt

comm

itments.

Any

further

depreciation

of

the

Arge

ntine

Peso

or

our

inability

to

acquire

foreign

currency

could

h

ave

a

material

advers

e

effect

on

our

financi

al

condition

and

results

of

operat

ions.

We

c

annot

pred

ict

whether,

and

to

what

extent,

the

v

alue

of

the

Argentine

Peso

could

depreciate

a

gainst

the

U.S

.

dollar and the

way

in which

any suc

h fluctuations

could affect Te

lecom’s busi

ness.

Furthermore,

no

assurance

can

be

given

that,

in

the

future, no

additional

curr

ency

or

foreign

exchange

restrictions

or

controls

will

be

imposed.

Existi

ng

and

future

measures

may

ne

gatively

affect

Argentina’s

international

competitiveness

, disc

ouraging

foreign

investments

and l

ending

by

foreign

investors

or

increasing

foreign

capital

outflow

which

co

uld

have

an

adverse

effect

on

economic activity

in Argent

ina, and

which in t

urn could

adversely affect

our busi

ness

and results

of

o

perations.

We

cannot

predict

how

these

conditions

will

affec

t

th

e

consu

mption

of

services

provided by

T

elecom or ou

r

abili

ty to

meet our

liabilities

de

nom

inated in

currencies other

than the

Argentine

Peso. Any

restrictions

on tr

ansferring f

unds

abroad impose

d by

the gov

ernment c

ould

undermine

our

a

bility

to

pay

dividends

on

o

ur

GDSs

o

r

make

payme

nts

(

of

princ

ipal

or

inter

est)

under

our outstanding

in

debtedness in

U.S. dollars,

as well

as to

comp

ly

w

ith an

y other

obligation

denominated in forei

gn currency.

A depreciation of

the Argentine Peso against major foreign currencies may

also have an adverse

impact

on our

subsi

diaries’

capital

expenditure program

and increase

th

e A

rgentine Peso

amount

of the

ir trade

liabilities

and

f

inancial

debt den

ominated

in

foreign

currenci

es.

As of

31

December

2021, approximately

$

233,985 million

of Telecom’s li

abilities were denominated in

foreig

n

currencies.

T

elecom s

eeks

to manage

the

risk of

deval

uation of

the

Argentine

Peso,

by

entering

from time to time into certain DFI agreements and futures contracts in order to hedge some of its

23

exposure

to

foreign

currency

fluctuations.

However,

Telecom

r

emains

highly

exposed

to

risk

s

associated with the f

luctuation of the Arg

entine Peso.

In

September

2

019,

in

light

of

th

e

economic

instability

a

nd

the

s

ignificant

deva

luation

that

f

ollowed

the

prim

ary

e

lections

as

de

scribed

below,

the

Argentine

governmen

t

and

the

BCRA

adopte

d

a

series of

measures reinstating foreign exchange

control

s, whi

ch

amon

g

other things, significantly

curtailed

access

to

the

o

fficial

foreign

exc

hange

market

(

the

“F

X

Mark

et”)

by

individuals

and

entities.

Higher

restr

ictions

to

acc

ess

the

official

F

X

mark

ets

were

impose

d

during

20

20,

with

a

view to

re

ducing th

e l

oss

of

international

reserves

gen

erated

by

a grea

ter

demand

of

US

dollars

by

indivi

duals

a

nd

co

mpanies.

Pursuant

to

Communication

“

A”

7

106

(as

amended

and

supplemented from time to time), the BCRA est

ablished certain requir

ements to acc

ess the local

exchange market

for p

urposes

of repayment of

cross

-

border financia

l debts, in

particular,

for the

payment

of

principal

outsta

nding a

mounts

in

loans

and

securit

ie

s

having

amortis

ation

payments

scheduled

between

1

5

October

202

0

a

nd

31

Decemb

er

2021

for

pr

incipal

amounts

exceed

ing

US$ 2,000,000

by

the

non-

financial private

s

ector and

financ

ial

entities. Particularl

y, the

pay

ment

of principal amou

nts pertaining to

loans

and securities

subject to th

e regulation s

hould be p

art of

a

ref

inancing

plan

that

must

be

previously

filed

w

ith

the

BCRA,

which

must

provi

de

t

hat

(

i)

only

40% of

the

principal a

mount

owed and

payable

shall

be pa

id thro

ugh the

local

foreign ex

change

mar

ket

on

or

prior

to

31

March

2021;

and

(ii)

the

remaining

60%

must

be

refina

nced

so

the

average life of the debt is in

creased for a minimum of two years

.

Pursuant to Commun

ication “A”

7416,

the

BCRA

the

r

equirements

set

f

orth

by

Comm

unication

“A”

7106

are

a

ls

o

applicable

to

amortization payme

nts of principal outstan

ding amounts in

loans and securities scheduled

between

1

January

2

022

and

30

Jun

e

2022.

It

is

not

po

ssible

to

guarantee

th

at

the

perio

d

covered

by Com

munication

“A”

7416

will

not

be

exte

nded

or

r

einstated

in

the

fut

ure

by

the

BCRA

or

tha

t

other

regulations

with

simil

ar

effects

will

be

issued

th

at

would

req

uire

Telecom

to

refinance

its

obligations,

which in

turn

co

uld

have

a

negative impact

on

Telecom and,

in

particu

lar,

on

its ab

ility

to meet its debt obl

igations.

Economic

and

politic

al

d

evelopments

in

A

rgentina,

and

future

policies

of

the

Argentine

government may

affect th

e economy

as well a

s the op

erations of the

telecommunication

s

industry, including Tele

com.

The Argentine government has hi

stor

ically exercised significant influence over the

economy, and

telecommunications

companies

in

part

icular

have

ope

rated

in

a

h

ighly

regulated

environment.

The

Argent

ine

govern

ment

may

prom

ulgate

numerous,

far

-reaching

regulations

affecting

the

economy and telecom

munications compa

nies in particular.

In

October

2019,

A

lberto

F

ernández

was

elected

pres

ident

of

Argentina

a

nd

too

k

office

on

10

December

20

19.

Fernánde

z

announced

and

imp

lemented

a

wide

range

of

economic

a

nd

polic

y

reforms.

In

Marc

h

2020,

in

r

esponse

to

the

CO

VID

-

19

outbreak,

the

Argentine

government

enforced t

he A

SPO (

Preventive

and M

andatory

Social Isolation

),

which

caused

significant

disruption

to

soc

ial,

op

erative,

economic

and

market

activities.

Th

e

Argentine

gov

ernment

also

introduced emergency

measures in

the

telecommun

ications sector in

order to

alleviate the

financial bu

rden of

t

he

pandemic on

individuals and

c

ompanies. Decree

No.

311/20 issued

by

the

Argentine

Executive

on

24

March

2020

determin

ed

t

hat

ser

vices

fixe

d

and

mobi

le

telephony,

Internet

and

cable

TV

would

not

be

interr

upted

for

defaults

in

payment

by

a

certain

group

o

f

customers defined

therei

n.

In August

20

20,

Dec

ree

No. 690/20

decl

ared

Informat

ion

and

Communications

Tech

nology

(“ICT”

)

serv

ices

as

an

essential

public

serv

ice

and

imposed

tari

ff

regulations

on

such

serv

ices.

Decree

No.

690/

20

has

been s

ubject

to

several

legal

proceedi

ngs

challenging its constitutionality and, as of

the date hereof, the federal judiciary has suspended its

effects

until

21

April

2022.

As

of

the

d

ate

of

these

annual

report

the

injunction

wa

s

extended

f

or

an additional six-

month period.

On

13

March

2020,

the

Minister

of

Economy

addressed

a

letter

to

the

Paris

Club

members

expressing

Arge

ntina’s

dec

ision

to

p

ostpone

until

5

May

2021

th

e

US$

2.1

billion

paym

ent

originally

due

on

5

May

2

020,

i

n

accordance

with

the

ter

ms

of

the

set

tlement

agreement

the

Republic

had

reached

with

the

Paris

Club

memb

ers

on

29

May

2014

(the

“Paris

Club

2014

Settlement A

greem

ent”).

In

addition,

on 7

Apr

il

2020

,

the

Minister of

Economy sent

the

Paris

Club

24

members

a propos

al

to

modify

the

existing

terms

of t

he

Paris

Club

2014

Settlement

Agreeme

nt,

seeking mainly an ex

tension of the

maturity dates and

a significant reducti

on in the intere

st rate.

On

22

June

2021,

the

Minister

of

Econ

omy

announced

t

hat

Argentina

had

obta

ined

a

“time

brid

ge”

within

the

framework

of

the

Paris

Club

negotiations,

consequently

avoiding

default.

T

he

understanding

prov

ides

that

Arg

entina

will

have

until

31

March

2022

to

re

ach

a

res

tructuring

agreement with the Paris

Cl

ub members, while it

continues with its efforts to

reach an agreement

with

the

IMF

for

t

he

refina

ncing

of

th

e

debt

incurred

under

the

Sta

nd

-

By

Arrangement

(

“SBA”)

announced

in

June

2

018.

The

Minister

of

Econo

my

indicated

that

during

th

e

eight

-mo

nth

time

bridge,

instead

of

having

to

r

epay

approximat

ely

US$

2.

4

billion

as

or

iginally

sche

duled,

Argent

ina

is expected to make pay

ments totalling approx

imately US$

430 million.

On 18 August 2020, Argentina offered holders

of its foreign

curre

ncy bonds governed by

Argentine law to

exchange suc

h bonds for new b

onds, on t

erms that were

equitable to th

e terms

of the i

nvitation made to holders of

foreign law-g

overned bonds. On

18 September 2020,

Argentina

announce

d

th

at

holders

r

epresenting

99.4%

of

the

a

ggregate

principal

amount

outstanding

of

all

ser

ies

of

el

igible

bonds

i

nvited

to

participate

in

the

local

exch

ange

offer

had

participated.

As

a

result

of

the

exchange

offer,

the

av

erage

int

erest

rate

p

ai

d

by

Argen

tina’s

foreign

curr

ency

bo

nds

gov

erned

by

Argent

ine

law

was

lowered

to

2.4%,

c

ompared

to

an

averag

e

interest rate of 7.6% prior to the excha

nge. In addition, the exchan

ge offer extended the average

maturity of such bonds

.

During

2021,

Argentina

sought

t

o

preserve

t

he

norma

l

functioning

of

the

local

capital

m

arket

for

debt

denominated

in

Pesos

, which

it consi

ders

a key

f

actor

for

the

development

o

f the

domest

ic

capital

market. In

addition, the Treasury

expanded its

menu of

financ

ing instruments to obtain

t

he

funds needed to cover i

ts 2021 financia

l needs.

As of the date

of the Comp

any’s Annual Re

port, the Argent

ine government

is under negot

iations

with the International Monetary Fund (“IMF”) in order to renegotiate

the principa

l maturities of

the

US$

44.1

billion

d

isbursed

b

etween

2018

and

2019

un

der

an

SBA,

or

iginally

p

lanned

for

the

years

2021,

2

022

a

nd

20

23.

O

n

28

Ja

nuary

2022,

the

I

MF

and

the

Argentine

authorities

reached

an

understanding on

key policies

as part

of their

on

going discussions

on

an

IMF-sup

ported program.

On

4

Marc

h

2022,

the

Argentine

Government

reached

a

staff

-level

agreement

with

the

International

Mo

netary

Fun

d

and

a

bi

ll w

as

sent

to

the

Argentine

Congress

.

On

1

7

March

2022,

Congress

enacted

Law

No.

27,668,

which

supports

the

ag

ree

ment

b

etween

Argentina

and

the

International Monetary

Fund. We

cannot

assure whether

the Argentine

government will

be

successful in

t

he negotiations with

tha

t agency,

which could affect

its ability

t

o implement

reforms

and public policies an

d boost econom

ic growth, nor

the impact of the result

that renegotiation will

have

in

Argentina’s

ability

to

acces

s

in

ternational

capital

markets

(a

nd

in

directly

in

our

ability

t

o

access tho

se

markets). Moreover,

the l

ong

-term impact

of these

measures and

any future

measures

taken

by

the

Argentine

government

on

the

Argentine

economy,

as

a

whole

and

in

the

telecommunications s

ector in particu

lar, remains uncer

tain. It is possible that

such reforms cou

ld

be

disruptive

to

the

economy

and

adversely

affect

the

Argentine

ec

o

nomy

and

th

e

telecommunications industry, and consequently, our business, results

of operations and financial

condition. We are also unable to predict the m

easures that the Argenti

ne government may

adopt

in

th

e

future,

a

nd

how

they

will

impact

on

t

he

Argen

tin

e

economy

and

our

r

esults

of

op

erations

and financial condition.

In

th

e

event of

any economic, social

or

politic

al

c

risis, companies

op

erating i

n Argentina

may

face

the

risk

of

strikes,

expropriation, nationalisation,

m

andatory amendment

of existing

co

ntracts, an

d

changes

in

taxation

policies

including

tax

increases and

retroactive tax

claims

.

In

add

ition,

Argentine

c

ourts

have

s

anctioned

modifications

on

r

ules

r

elated

to

labour

matters,

requiring

companies to

assume greater responsibility

for the assumpt

ion of

costs

and risks associated

w

ith

sub-contracted

labour

a

nd

the

calculati

on

of

salaries,

severanc

e

payments

and

social

sec

urity

contributions.

S

ince

we

operate

in

a

c

ontext

i

n

wh

ich

the

governing

law

a

nd

applica

ble

regulations

change

fr

equently,

als

o

as

a

r

esult

of

c

hanges

in

gov

ernment

a

dministrations,

it

is

difficult

to

predict if and how our act

ivities will be aff

ected by such chang

es.

25

We

c

annot

assure

you

that

future

economic,

regulatory,

social

and

political

d

evelopments

in

Argentina

w

ill

not

adversely

affect

our

business

,

financial

condition

or

resu

lts

of

opera

tions,

or

cause the decrease of t

he market value of o

ur securities.

Inflation

could

accelerate,

causing

adverse

effects

o

n

the

economy

an

d

negatively

impacting Telecom’s

margins and/or ratios.

Argentina

h

as

exper

ienced

repeatedly,

including

in

recent

years, pe

riods

of

high

inflation.

Inf

lation

has increased since 2005

and has rema

ined relatively high since then. There can be no

assurance

that

inflation

r

ates

will

n

ot

b

e

high

er

in

the

future.

Furtherm

ore,

t

he

N

ational

Institute

of

Statistics

and

Ce

nsus

(“INDEC”)

experienced

in

th

e

past

periods

o

f

political

interventionism

that

raised

serious

c

oncerns

about

t

he

reliability

of

the

dat

a

published

by

tha

t

agency.

Future

political

interv

ention

in

the

I

NDEC

c

ould

j

eopardise

the

agency’s

autonomy

and

therefore

affect

the reliability of the stat

istics it publishes.

The

National

Co

nsu

mer

Pri

ce

Index

(

“CPI”)

var

iation

w

as

of

50.9%

in

2021

and

3

6.1%

in

2020.

Efforts made by

the Argentine g

overnment to

contain and re

duce inflation hav

e not achieved

the

desired

results and i

nflation

remains

a

significant problem for

th

e A

rgentine econom

y

. If

the value

of

the

Argentine

Peso

can

not

be

stabilised

throu

gh

fiscal

and

monetary

policies,

an

increase

i

n

inflation rates could

be expected.

Because the majority of our r

evenues are denominated

in Pesos, any further increas

e in the rate

of

inflation

not

accompa

nied

by

a

parallel

increase

in

Teleco

m’s

pr

ices

wou

ld

decrease

our

revenues

in

rea

l

terms

an

d

adversely

affect

our

resu

lts

of

operat

ions.

Further,

higher

inflation

rates

generally

lead

to

a

reduction

in

the

purchasi

ng

p

ower,

thus

increasing

the

likelihood

of

a

lower

level

of

d

emand

for

Telecom’s

fixed

a

nd

m

obile

teleco

mmunications,

cable

t

elevision

a

nd

Internet services in Arg

entina.

The Argentine

governme

nt may

exercise greater intervention

in private sector companies,

including Telecom

In Nove

mber 2008,

Argentina

nationalised

its

privat

e p

ension

and

retirement

syst

em, w

hich

had

been previously administered by priv

ate pension funds

(the “AFJPs”) and appointed the National

Social

Secur

ity

Adm

inistration

(

“ANSES”)

as

its

administrator.

Argentin

a’s

nationalisation

of

its

pension

and

ret

irement

s

ystem

consti

tuted

a

s

ignificant

cha

nge

in

the

Argent

ine

govern

ment’s

approach towards

Argentina’s m

ain publicly

traded companies.

A significant

portion of t

he public

float

of

certain

Argentine

publicly

tra

ded

c

ompanies

is

curre

ntly

own

ed

by

the

Argentine

government

through

AN

SES-FGS,

including

Telecom.

The

Argenti

ne

govern

ment

exercised

in

the

p

ast,

and

may

exercis

e

in

the

future,

influence

over

corporate

governance

decis

ions

of

companies

in

which

it

ow

ns

s

hares

by combi

ning

its

ab

ility

to

exercise

its

shareho

lder

v

oting

rights

to designate board and supervisory committee members with its ability to dictate tax and

regulatory

mat

ters.

Additionally,

since

the

AFJ

Ps

were

significant

instituti

onal

investors

and

active

market

trad

ers

in

Argentina,

the

nationalisati

on

of

t

he

private

pension

and

ret

irement

sy

stem

affected

the

access

to

fin

ancing

in

capita

l

markets

for

publicly

traded

companies

as

well

as

the

liquidity of their securit

ies within the market.

The

Arge

ntine

g

overnment

exercised

in

the

pas

t,

and

may

exerc

ise

in

the

future,

decisions

to

intervene

private

c

ompanies

in

financi

al

distress.

We

can

not

predict

wheth

er

the

current

administration

or

future

administrations

will

take

similar

or

furt

her

measures,

i

ncluding

nationalisation,

expropriation

and/or

i

ncreased

A

rgentine

gov

ernmental

intervention

in

companies.

Government

intervent

ion

in

the

industri

es

in

wh

ich

we

o

perate

could

create

uncertainties

for

investors

in

public

co

mpanies

in

Argentina,

inc

luding

Te

lecom,

a

s

well

as

have

a material adverse eff

ect on our busin

ess, financial conditio

n, and results of oper

ations.

Although Argentina’s

economy grew

during 2021,

it has

experienc

ed contractions

in 2020,

2019

and

20

18

and

may

co

ntract

in

the

f

uture

due

to international

and

domestic

conditions,

which may adversel

y affect our operatio

ns.

26

The

Argentin

e

economy

has

experienced

s

ignificant

volatility

in

the

p

ast

few

years

and

recent

decades,

charac

terised

by

periods

of

low

or

negative

GDP

growt

h,

high

an

d

vari

able

levels

of

inflation and

currency devaluation. Argentina’s economy grew du

ring 2021, but

contr

acted during

2020, 2019

a

nd

2018 and

the country’s economy

remains unstable

notwithstand

ing the

efforts

by

the

Argentine government

to

address inflation

a

nd the

constr

aints

on

the country’s

foreign

exchange reserv

es a

nd rel

ated pressure

on

the

value

of the

peso.

Substantially

all

of Tel

ecom’s

operations,

properties

and

customers

are

located

in

Argent

ina, and

, as

a

result,

our

business

is,

to

a

lar

ge

ex

tent,

depend

ent

up

on

economic

and

legal

c

onditions

prevailing

in

Argentina.

If

economic

conditions

in

Arg

entina

were

to

further

deteriorate

,

they

could

have

a

n

adv

erse

effect

on our results of operat

ions, financial co

ndition and cas

h flows.

Global

econom

ic

and

finan

cial

crises,

and

the

general

weakness

of

the

g

lobal

ec

onomy

due

to

the

CO

VID-

19

pandemic

negatively

affected

emerging

economi

es

like

Arg

entina’s

economy.

Global

fin

ancial

instability, any

further

economic global

downturn due

to

CO

VID

-19

and

any

fut

ur

e

increases

in

the

interest

of

the

United

States

and

ot

her

develope

d

countr

ies

may

impact

the

Argentine

economy

a

nd

prevent

Arg

entina

to

be

put

b

ack

on

track

to

grow

th

or

could

aggrav

ate

the

current

reces

sion

wit

h

consequences

in

the

trade

and

fiscal

balan

ces

and

in

th

e

unemployment rate

.

Although

Arge

ntina’s

econ

omy

has

r

ecovered

su

bstantially

during

2021,

Arge

ntina’s

econo

mic

growth

was

s

everely

impacted

as

a

consequence

of

the

COVID

-19

pa

ndemic.

It

might

also

b

e

negatively

affected

in

the

future

by

seve

ral

d

omestic

factors

such

as

an

apprecia

tion

of

the

real

exchange

r

ate

which could affect

its competitiveness, reductions and

even reversion of

a po

sitive

trade balance, which, combined

with capital outflows could reduce

the levels of consumption an

d

investment resulting in

grea

ter exchange

rate pressure. Additionally,

abrupt changes in

mo

netary

and

fiscal

p

olicies

or

fore

ign

excha

nge

regime

c

ould

rapidly

affect

local

economic

output,

while

lack

of

appropri

ate

levels

of

investment

in

certa

in

economy

s

ectors

c

ould

reduce

long-term

growth. Access to the i

nternationa

l financial markets could be l

imited. Consequently, an increase

in

public

spending

not

correlated

with

an

increase

in

pub

lic

revenues

c

ould

affect

Argentina

’s

fiscal results and genera

te uncertaint

i

es that m

ight affect the economy’s grow

th lev

el.

In

addition to

the severe

soc

ial

and market

disruption at

a global

scale during

2020 caused

by the

COVID

19

outbre

ak,

in

rece

nt

years, several

trading

partners

of

Argentina

(

such

as Brazil,

Europe

and

China)

have

experien

ced

significant

slowdowns

or

r

ecession

periods

in

their

eco

nomies.

These

slowdowns intensified

during 2020. W

hile the

va

st

majority of

econo

mies

recov

ered

d

uring

2021,

if

suc

h

slow

downs

or

recessions

were

to

r

ecur,

this

may

impact

the

d

emand

for

products

coming from Argentina and hence af

fect its economy. Additionally, ther

e is uncertainty as to how

the

trade

r

elationship

between

the

Merc

osur

memb

er

States

will

unfold,

in

partic

ular

between

Argentina and Brazil. We cannot pred

ict the effect on t

he Argentine economy and our opera

tions

if trade disputes

arise between Arg

entina and

Brazil, or in case e

ither country

decided to exit the

Mercosur.

In

addition,

the

global

m

acroeconomic

env

ironment

is

facing

chal

lenges.

Th

ere

is

considerable

unc

ertainty

over

the

long-ter

m

effects

of

the

ex

pansionary

monet

ary

and

fisc

al

policies

adopted

by the

central banks

a

nd financial

authorities

of some

of the

w

orld’s leading economies, i

nclud

ing

the

United

States

and

C

hina.

Th

ere

have

been

co

ncerns

over

unres

t

and

terr

orist

threa

ts

in

t

he

Middle

East,

Europe

and

Africa

and

over

th

e

conflicts

involving

Iran,

Ukra

ine,

Syr

ia

and

Nort

h

Korea.

Moreov

er,

po

litical

and

social

crises

arose

in

several

cou

ntries

of

Latin

America

d

uring

2019, as

the economy in

much of

th

e region has

slow

ed down

after almost

a decade

of sustained

growth,

amon

g

other

fac

tors.

There

have

also

b

een

c

oncerns

on

t

he

relations

hip

among

China

and

other

Asian

countri

es,

which

may

result

in

or

i

ntensify

pot

ential

confl

icts

in

rela

tion

to

territori

a

l

disputes,

and

th

e

poss

ibility

of

a

trad

e

war

betw

een

t

he

Un

ited

St

ates

a

nd

C

hina.

In

addition,

United

Kingdom exited

the E

uropean Union

(“Brexit”) on

31 January

2020. The

me

dium

and

long

-

term implications of

Brexit could adverse

ly affect Europ

ean and wor

ldwi

de economic and

market

conditions and cou

ld contribute to instab

ility in global financi

al and foreign exc

hange markets.

Furthermore,

in

Fe

bruary

2022,

Rus

sian

troops

i

nvaded

Ukraine.

Although

the

severity

and

duration

of

the

ongoing

military

action

a

re

highly

unpredictable,

the

conflict

in

Uk

raine,

Rus

sia’s

prior

annexation

of

Crimea

,

recent

recog

nition

o

f

tw

o

separatist

republ

ics

in

the

Don

etsk

and

27

Luhansk

regions

of

Ukraine

and

subseq

uent

military

interv

entions

in

Ukraine

have

led

to

sanctions

being

levied

by

the

United

States,

the

Europ

ean

Union

and

other

countries

against

Russ

ia,

with

additional

potential

s

anctions

threatened

and/or

pro

posed.

Russia

’s

military

incursion

an

d

the

market vo

latility co

uld adve

rsely aff

ect the

global

economy

and

financi

al m

arkets

and

thus c

ould

affect

our

bus

iness,

financial

cond

ition

or

results

of

operati

ons.

The

ext

ent

and

duration

of

the

military action, sa

nctions and resu

lting market d

isruptions are

impossible t

o predict, but cou

ld be

substantial.

Any

such

disruption

s

caused

by

Russian

military

action

or

resulting

sanctions

may

magnify

th

e

impact

of

other

risks

described

in

t

his

Annual

Report

and

m

ay

result

in

c

ompliance

and

operational

chal

lenges

for

Telecom.

In

particular

,

Telecom

maintains

t

elecommunications

agree

ments

with

c

ertain

international

carriers

th

at

may

deliver

traffic

between

T

elecom’s

networks,

Russia

and

Uk

raine,

including

potent

ially c

ertain

sanct

ioned

territories

with

in

Ukraine.

Although

U.

S.

sanc

tions

au

thorize

the

receipt

or

tr

ansmission

of

teleco

mmun

ications

wit

h

such

sanctioned

t

erritories,

to

the

extent

that

any

activities

involving

those

internat

ional

carr

iers

are

outside the

scope

of s

uch auth

orization, or

sancti

ons r

elating to

Russia

and

Ukraine are

expanded,

such

activity

may

potentia

lly

res

ult

in

regu

latory

or

enforcem

ent

actions

ag

ainst

the

Company.

If internationa

l an

d domes

tic c

onditions for

Argentin

a were

to w

orsen

due t

o the

aforement

ioned

factors,

the

Argentine

economy

c

ould

be

negatively

affected

as

a

resu

lt

of

lower

international

de

mand

a

nd

l

ower

prices

for

its

products

and

serv

ices,

higher

intern

ational

interest

rates,

lower

capital inflows

and h

igher ris

k avers

ion, which m

ay also

adversely

affect

our busines

s, results

of

operations, financial co

ndition and cash flows.

The

coronavirus

and

the

me

asures

taken

or

to

be

implemented

by

the

Argentine

government in

r

esponse to

the

coronavirus have

had and

could

continue to

have

a

significant adverse effe

ct on our busines

s operation

s

In late December 20

19, COVID-19

, originating from W

uhan, Hu

bei province, was

reported to the

World Hea

lth Organ

isation, wit

h cases

soon

confirmed

in m

ultiple prov

inces i

n China,

as

well as

in

other

countries

. On

11

Marc

h 20

20,

the

Wor

ld

Health

Organisatio

n c

ategorised

COVI

D

-19

as

a

pandemic.

Several

me

asures

ha

ve

been

undertake

n

by

the

Argentine

Govern

ment

and

other

governments aro

und the

gl

obe, includ

ing the

use of

quarantine,

screenings a

t airports

and ot

her

transports

hub,

travel

r

estrictions,

susp

ension

of

visas,

nation

-wide

lock

downs,

cl

osing

of

public

and

private

institutions,

suspension

of

sport

events,

restrictions

to

m

useums

and

tourist

attractions

and

extension

of

holidays,

among

many

others

.

However,

the

virus

continues

to

spread

globally

and,

as

of

the

dat

e

of

this

A

nnual

Report,

has

affected

most

cou

ntries

and

terr

itories

around

the

w

orld,

including

Argentina,

Uruguay,

Paraguay

and

the

United

States.

To

date,

the

outbreak

of

COVID

-19

has

c

aused

s

ignificant

social,

operational,

econ

omic

and

mark

et

disruption.

The

long-

term

impact

on

t

he

global

econo

my

and

fi

nancial

markets

is

still

uncertain,

but is expected to be si

gnificant.

On

20

March

2020

th

e

Arg

entine

g

overnment

imposed

a

s

eries

of

measures

aim

ed

at

reducing

the

mov

ement

of the

population,

ordering

the

A

SPO,

which

only

allowed

the

movem

ent

of

individuals

involved

in

activ

ities

considered

essential

by

the

Argentine

g

overnment.

Since

then,

the

Argentine

g

overnment

has

announced

and

implement

ed

several

sti

mulus

measures

to

limit

the effects

of the COVI

D-1

9 pandemic

on the econo

my,

which include,

but

are no

t limited to,

the

prohibition

of

the

disc

onnection

of

electric

energy,

natural

gas,

running

water,

fi

xed

telephony,

mobile

telepho

ny,

interne

t

and

c

able

te

levision

servic

es

due

to

non

-

payment;

pr

ice

freezes

for

certain

essential goods

such

as food,

person

al

care, medicines

and medical

products;

the

imposition

of

maximum

pri

ces

on

go

ods

and

s

ervices

acquired

by

t

he

federal

government

to

address

the

emergency

.

The

Argen

tine

government also

establishe

d

a

de

bt

regularization regime

that will

allow self-

em

ployed persons,

sing

le-taxpay

ers and

companies

to access a

paymen

t plan

for

tax

and

soc

ial

security

debts,

s

uspended

re

nt

increases,

exte

nded

lease

con

tract

expiration

dates and suspended

evictions due to non

-

payment of leases u

ntil 31 March 20

21.

The

long-term

effects

of

t

he

pande

mic

on

the

global

economy

an

d

the

Com

pany

are

d

ifficult

to

assess or predict.

Although Telecom has de

voted considera

ble resources to preventative

measures

in ord

er to

reduce th

e pote

ntial impacts

of

the CO

VID

-1

9 pandem

ic on

its

emp

loyees,

business,

serv

ice

and

opera

tions,

there

can

b

e

no

assur

ance

that

these

measures

w

ill

be

effective

28

or

that

the

pandemic

will

not

have

an

advers

e

effect

on

our

bus

iness,

financial

situati

on

and

results

of

operat

ions, which

could result i

n further decline in

the market

prices of

our Class B

S

hares and

GDSs. Due

to

investme

nts in

infrastructure that Telecom made

during the last

years, its

equipment,

systems and

network

s

have

been

working efficiently

and met

the increased

use of

the

services

provided

during

the

ASPO,

both

thr

ough

fixed

and

mobile

connectivity.

However,

the

quality

and

reliability

of

T

elecom’s

network

could

be

affec

ted

in

the

event

that

th

e

use

of

Telecom

’s

networks

continues

to

increase

due

to

governm

ental

measures

.

In

addition,

unc

ertain

evo

lution

of

the

COVID

-

19

pandemi

c

might

affect

e

mployees’

health

and

safety,

generate

risk

s

for

the

deployment

of

Telecom’s

services

(including

by

limiting

Telecom

’s

c

ustomer

support

an

d

domiciliary

service

rep

airs

and

insta

llations,

a

mong

other

e

f

fects

resulting

from

govern

ment

measures), result

in

reduce

d sales

in certain geographic locations,

affect our

revenues and

r

esult

in

an

eco

nomic

c

ontraction

in

the

cou

ntries

in

which

we

operate,

which

c

ould

h

ave

an

adverse

effect on the demand

of Telecom’

s products a

nd consequently i

n the results of

our operations.

Furthermore,

Argentine

Decree

No.

311/2020

dec

lared

the

temporary

suspension

on

disconnection o

f serv

ices deemed

ess

ential for

the

development

of daily

life

in c

ases

of delay

or

default

in

p

ayme

nts,

including

fixed

an

d

mob

ile

telephony,

Internet

a

nd

te

levision

subsc

riptions.

The

decre

e

also

establishe

d

that

certain

customers

of

our

fixed

and

mobile

tele

phony,

I

nternet

and

c

able

televis

ion

services would

hav

e

reduced services

in

cas

es of

delay

or

default

in

payments.

In addition, Telecom entered into an

agreem

ent with

th

e ENACOM that

susp

ended, among other

things,

any

increases

in

the

prices

of

mobi

le

a

nd

fixed

telephony,

Intern

et

and

cable

televisi

on

services,

as

well

as

employee

layoffs

until

3

1

August

2020.

F

inally,

on

22

August

2020,

under

Decree No.

6

90/20, the A

rgentine Digital Law was

a

mended to

s

uspend any increase

in prices

or

changes from the

ICT licensees from 31 July

2020 to 31 December 2020, specifically mentioning

broadcasting

servic

e

subs

criptions

by

physical

and/or

radio

-elec

tric

link

a

nd

fixed

or

mobile

telephony

services.

The

d

ecree

has

been

ratified

by

Congress

and

is

regu

lated

by

ENACOM

Resolutions

Nos.

1,466/20

and

1,467/20.

Nev

ertheles

s,

during

2021,

Decree

No.

6

90/20

has

faced

severa

l

legal

proceedings

challeng

ing

its

cons

titutionality

i

n

a

varie

ty

of

j

urisdictions.

I

n

many

of

those

proceedings

,

courts

h

ave

ordered

its

suspensi

on.

Regard

ing

Telecom,

t

he

Federa

l

Administrative

Litigation

Chamber

-

Chamber

II

ruled

in

favour

of

the

compa

ny

and

iss

ued

an

injunction

suspending the

validity

of

Decr

ee

No. 690/20

until

21

A

pril

2

022.

As

of

the

date

of

these

annual report the injunct

ion was extended

for an additional six

-month period.

Any prolonged restr

ictive m

easures put in pl

ace i

n order to c

ontrol a n

ew outbrea

k of contagious

disease

or

other

a

dverse

p

ublic

health

developme

nt

in

any

of

our

targeted

m

arkets

may

have

a

material

a

nd

adverse

effect

on

our

business

o

perations.

Moreover,

considering

that

s

ome

o

f

Telecom’s strateg

ic supp

li

ers are locate

d in countr

ies affected by

the outbreak

of COVID

-

19, the

delivery

of

equipment

and

fixed

assets

that

ar

e

mate

rial

to

Telecom

may

be

im

pacted,

which

would have an

adverse effec

t on our business op

erations. W

e may also

be affected by a d

eclin

e

in

the

demand of

Telecom’s

products

as

a

result

of

th

e

ec

onomic

contrac

tion.

It

is

u

nclear

whether

these

challenges and uncertainties

will be

cont

ained or

resolved, and

wh

at effects

they ma

y have

on

the

global

polit

ical

and

econom

ic

cond

itions

in

t

he

lon

g

term.

Additionally,

we

cannot

predict

how

the

disease

w

ill

evolv

e

(and

p

otentially,

spre

ad)

in

Argentina

during 2022

due

to

new

outbreaks

and

new

strains

of

the

v

irus

th

at

have

appeared

practica

lly

s

imultaneously

with

the

advance

of

the

vaccination

c

ampaign

, nor

anticipate

what

add

itional r

estrictions

g

overnments

of

those

countries

or

other

countries

may

impose.

T

o

the

extent

COVID

-

19

advers

ely

affec

ts

our

business

and

financial

r

esults,

it

may

a

lso

exacerbat

e

many

of

the

other

risks

des

cribed

in

th

is

“Risk Factors”

section.

Notwithstanding

the

fore

going,

the

out

break

of

any

novel

stra

in

of c

oronavirus

and

its

impact

on

the

d

emand

of

Telecom’s

products

and

the

financia

l

markets,

among

other

fact

ors,

will

be

key

issues to de

termi

ne the du

ratio

n and depth of the

economic crisis in Argentina and worldwide, as

well as on our strategy, f

inancial situation and resu

lts of our operat

ions.

Argentina’s

ability

t

o

obtain

financing

from

international

markets

is

l

imited,

which

cou

ld

affect its capacity t

o implement

reforms and sust

ain economic g

rowth.

29

After

Argent

ina’s

defau

lt

on

certain

debt

pay

ments

in

2001,

the

governmen

t

success

fully

restructured 92%

of the d

ebt throu

gh two

debt exchan

ge offers i

n 2005 an

d 2010.

Nevertheless,

holdout credi

tors filed

n

umerous

lawsuits

against Ar

gentina

in sever

al jur

isdictions,

including th

e

United

States,

Italy,

Germany

and

Jap

an,

asserting

tha

t

Argentina

failed

to make

timely

p

ayments

of

interest

an

d/or

principal

on

their

bo

nds,

and

seeking

judgm

ents

for

the

f

ace

valu

e

of

an

d/or

accrued interest on those bonds.

Judgme

nts were issued in numerous proceedings in the

United

States, Germany and Japan. Altho

ugh creditors with favourable judgmen

ts did not succ

eed, with

a few minor exceptions, in enforcin

g on those judgments,

as a result of decisi

ons adopted by the

New

York

c

ourts

in

supp

ort

of

those

credit

ors

in

2014,

Argent

ina

w

as

enjoined

from

making

payments

on its

bonds

iss

ued in

the

2005

and

2010 ex

change o

ffers

unless

it sati

sfied amou

nts

due

to

the

holders

of

def

aulted

bo

nds.

The

Argenti

ne

government

took

a

n

umber

of

s

teps

intended

to continue

servicin

g the

bo

nds

issued in

the

2005

and

2010

exchange

offers,

which

had

limited

success. Holdo

ut

creditors

continued

to

litigate

and succeeded

in

preventi

ng

the

Argentine

government from re

gaining market acces

s.

Between

February

and

April

2016,

the

Argent

ine

government

entered

into

agreements

in

pr

inciple

with

c

ertain

holders

of

d

efaulted

debt

and

p

ut

f

orward

a

proposa

l

to

other

holders

of

defau

lted

debt,

including

those

with

pe

nding

claims

in

U.

S.

c

ourts,

which

resulted

in

the

settlement

of

substantially

all

rem

aining

disputes

and

closure

to

15

years

of

litigation.

O

n

22

Apri

l

2

016,

Argentina issued

bonds for US

$

16.5 billion,

a

nd

applied US$ 9.3

billion of

the

proc

eeds

t

o

satis

fy

payments

under

the

sett

lement

agre

ements

reach

ed

with

holders

of

defaulted

d

ebt.

Since

th

en,

substantially all of the rem

aining claims

under defaulted bo

nds have been settle

d.

As

of

the

date

of

the

Comp

any’s

Annual

R

eport,

altho

ugh

litigation

initiate

d

by

bo

ndholders

that

have

not

accepted

Ar

gentina’s

set

tlement

o

ffer

contin

ues

in

s

everal

juris

dictions,

the

size

o

f

the

claims involved has decre

ased signif

icantly.

In

a

ddition,

s

ince

2001

foreign

share

holders

of

some

Argentine

c

ompanies

initiated

cla

ims

for

substantial amo

unts befor

e the Internat

ional Centre

for Settlement

of Investment

Disputes

(“ICSID”)

against

Argentina,

pursua

nt

to

the

arb

itration

rules

o

f

the

Un

ited

Nation

s

Commission

on International Trade Law. Claimants allege that certain measure

s of the Argentine government

issued

during

the

ec

onomic

crisis

of

2001

and

2002

w

ere

inconsistent

w

ith

the

norm

s

or

standards

set

forth

in

several

bilatera

l

investment

tre

aties

by

which

Argenti

na

was

boun

d

at

the

time.

To

date,

several

of

these

disputes

h

ave

been

settled,

and

a

significan

t

number

of

cases

are

in

process or have been

temporarily suspe

nded by the a

greement of the p

arties.

Between

201

6

and

early

20

18,

Argentina

regained

access

to

the

market

and

inc

urred

in

additional

debt. Howev

er, as

a

resu

lt of

various

external

and

domestic

factors,

during

the

firs

t half o

f 201

8,

access

to

the

market

became

incr

easingly

onero

us.

On

8

May

2018,

t

he

Macri

administration

announced that t

he Argent

ine govern

ment would i

nitiate negotiati

ons with

the IMF

with a vi

ew

to

entering

into

a

st

and-by

credit

facility

that

would

give

Argentina

access

to

financi

ng

by

the

IMF.

On

7

J

une

2018,

the

Argentine

government

and

t

he

I

MF

staff

reached

an

under

standing

on

the

terms

of

the

SBA

for

disbursements

totalling

approximately

U

S$

50

billion,

w

hich

was

approved

by the IMF’s Executive

Board on 20 Jun

e 2018. The S

BA was intended to

provide support to the

Macri

administration’s

economic

progra

m,

h

elping

build

confidence,

reduce

unc

ertainties

and

strengthen Argentina’s

ec

onomic prosp

ects. On 22

Ju

ne

2018 the Argentine

government

made a

first

drawing

of

approximately

US$

15

billion

under

the

SBA.

Argentina

has

received

disbursements

under

t

he

SBA

for

US$

4

billion.

Notwithstand

ing

the

foregoing,

the

Argentine

government

h

as

publicly

anno

unced

that

th

ey

will

r

efrain

from

r

equesting

a

dditional

disbursements

under

the

agreem

ent,

and

ins

tead

vowed

to

renegotiate

its

terms

and

conditions

in good

fait

h. On

13

July

2021,

the

Argent

ine govern

ment

and

representatives

o

f the

IMF

met

in

Venice to

continue discussi

ons on

a new program

that will address the terms of

the debt

incurr

ed

under the

existing

SBA. Such

discuss

ions reflected

progress

on mat

ters

that are

key

for

Argentina’s

economic

program,

such

as

economic

recovery

based

on

employment

gene

ration,

value-added

growth

an

d

lasting

macroeconom

ic

sta

bility.

On

22

Se

ptember

2

021,

Argen

tina

repaid the first principa

l instalment under the S

BA of US$

1.9 bill

ion to the IMF.

Following

the

execution

of

the

SBA,

in

August

2018,

Arge

ntina

faced

an

unexp

ec

ted

bout

of

volatility

affecting

emergin

g

markets

generally.

In

September

2018,

t

he

Macri

administrati

on

30

discussed with

the IMF staff further me

asures

of

s

upport in

the

face

of renewed

fin

ancial volatility

and

a

challen

ging

econom

ic

environment.

On

26

Oc

tober

20

18,

in

light

of

the

adjustments

to

fiscal

and monetary policies

announced by the

Argentine

government and

the BCRA, the IMF’

s

Executive

Board

allowed

the

Arge

ntine

govern

ment

to

draw

th

e

equivalent

of

U

S$

5.7

b

illion,

bringing

total

disbursement

s

ince

June

201

8

to

approx

imately

US$

20.6

billion,

approve

d

an

augmentation

of

th

e

SB

A

inc

reasing

tota

l

assets

to

approx

imately

U

S$ 57.1

billion

for

the

durat

ion

of the program through 2021 and the front loading of the disbursements. Under the revised SBA,

IMF resources for

Argentina in 2018-19 increased by US

$

18.9

billion. IMF disbursements for

t

he

remainder of

201

8

more than do

ubled compared to

the original IMF-supported program, to

a

total

of

US$

13.4

bi

llion

(in

ad

dition

to

the

US$

15

billion

disbursed

i

n

J

une

20

18).

D

isbursements

in

2019 were also near

ly doubled, to US

$ 2

2.8 billion, with US$

5.9 billion pla

nned for 2020

-2021.

On

28

August

2019,

the

M

acri

administration

issued

a

decree

deferring

the

scheduled

paym

ent

date

for

85%

of

the

amo

unts

du

e

on

short-

term

note

s

maturing

in

the

fourth

quarter

of

2019,

governed

by

Ar

gentine

law

and

held

by

institutional

i

nvestors.

Of

the

def

erred

amounts,

30%

would be repaid 90

days after the origina

l payment dat

e and the remaining 70%

would be r

epaid

180

days

after

the

ori

ginal

payme

nt

date,

except

for

payme

nts

under

Lecaps

due

2020

held

domestically,

which

would

be

re

paid

entirely

90

d

ays

after

t

he

ori

ginal

p

ayment

date.

Amounts

due on short-term n

otes held by indiv

idual investors would

be paid as origina

lly sche

duled.

Moreover,

in

December

20

19,

t

he

Argentin

e

government

f

urther

extend

ed

by

dec

ree

payments

of a

series of short-term Argentine-law governed treasury notes denominated in

U.S. dollars held

by inst

itutional

investors

thr

ough

August

2020.

A

dditionally,

on

11

February

202

0,

the

Argentin

e

government

dec

reed

the

extension

of

maturity

t

o

30

September

2020

of

a

dol

lar

-linked

treasury

note governed by Arge

ntine

law, which had been origi

nally subs

cribed to a large e

xtent with U.S.

dollar remittanc

es, to avo

id a

payme

nt with Arg

entine p

esos that wo

uld have

required s

ignificant

sterilisation efforts by th

e monetary authority.

On

12

February

2020,

the

Argentine

Con

gress

enacted

Law

No.

27,544

for

th

e

Sustainable

Restoration

of

Foreign-

Law

Governed

Public

Debt,

wh

ich

granted

the

Ministry

of

Economy

the

power

to

r

estructure

the

Ar

gentine

governme

nt’s

ext

ernal

public

debt.

On

9

March

20

20,

the

Executive

Branch

issued

d

ecree

No.

250/20

author

izing

the

Ministry

of

Economy

to

restructure

US$ 68,842 million i

n debt.

Fo

llowing

Law

No.

27,

544,

on

10

March

2020,

Decree

No.

2

50/20

issued

by

the

Argentine

government

established

the

maximum

nominal

a

mount

of

liabil

ity

mana

gement

transactions

and/or

exchanges

and/or

restruc

turings

of

the

Re

public

of

Argent

ina’s

outstanding

pub

lic

securities issued under foreign law as of 12

February

2020

at the nominal value of US$

68,842,528,826,

or

its

equivalent

in oth

er c

urrencies.

However,

due

to the

CO

VID

-19

pandemic,

the

timeli

ne

initial

ly

publis

hed

by

the

M

inistry

of

Economy

for

the

res

tructuring

of

the

public

external

debt

that

provided,

amo

ng

other

ste

ps,

the

launch

of

an

exchange

off

er

of

such

pu

blic

securities issued und

er foreign law, was p

ostponed.

On 21

April 2020, Argentina invited holders of

approximately US$ 66.5 billion ag

gre

gate principal

amount

of

its

foreign

curr

ency

externa

l

bonds

to

ex

change

such

b

onds

for

new

bonds.

The

invitation

contemplat

ed

the

use

of

co

llective

action

cla

uses

included

in

the

terms

and

c

onditions

of such

bonds, wh

ereby t

he dec

ision by

certain

majori

ti

es w

ould bin

d holders

that

did n

ot tender

into

the

ex

change

offer.

On

31

August

2020

the

Argentine

governm

ent

announced

that

it

h

ad

obtained

b

ondholder

c

onsents

required

to

exchange

and

or

m

odify

99.

01%

of

the

aggregate

principal

amount

outsta

nding o

f

all

series

of

eligible

b

onds

invited

to

part

icipate

in

the

exchang

e

offer.

T

he

res

tructuring

settled

on

4

September

2020.

As

a

res

ult

of

the

inv

itation,

the

average

interest

rate

paid

by

Argentina’s

foreign

c

urrency

external

bonds

was

lowere

d

to

3.07%,

w

ith

a

maximum

rate

of

5.0%,

c

ompared

to

an

avera

ge

interes

t

rate

of

7.0%

and

maximum

rate

of

8.28%

prior

to

th

e

invitation.

In

addition,

the

aggregate

amount outstanding

o

f

Argentina’s

foreign

currency

external

bonds

was

reduced

by

1.9%

a

nd

t

he

average

maturity

of

such

bonds

was

extended.

On

5

April

2020,

the

Argentine

g

overnment

e

nacted

Decree

No.

346/

20

(i) de

ferr

ing

the

payments

of pr

incipal

and

interes

t

on

certain

of

i

ts

foreign

curren

cy

bonds

governed

by

Argentine

law

until

31

December

2020,

or

until

such

earlier date

as the

M

inistry

o

f E

conomy may

determine,

considering

the

progress

m

ade

in

the process

designed

to

rest

ore

th

e

susta

inability

of

Argentina

’s

public

debt,

and (i

i)

authorizing

the

Ministry

of

Economy

to

conduct

liability

management

transactions

or

exchange

offers,

or

to

imp

leme

nt

res

tructuring

measures

affecting

foreign

currency bonds governed

by Argentine l

aw which payments h

ad been deferred

pursuant to such

Decree.

On 18 August 2020, Argentina offered holders of its foreign currency bonds governed by

Argentine law to

exchange

such bonds for ne

w bonds,

on terms that w

ere equitabl

e to the terms

of the i

nvitation made to holders of

foreign law-g

overned bonds. On

18 September 2020,

Argentina

announced

that

ho

lders

r

epresenting

99.4%

of

the

aggreg

ate

principal

amount

outstanding

of

all

ser

ies

of

el

igible

bonds

i

nvited

to

participate

in

the

local

exch

ange

offer

had

participated.

As

a

result

of

the

exchange

offer,

the

av

erage

int

erest

rate

p

aid

by

Argentina’s

foreign

curr

ency

bo

nds

gov

erned

by

Argent

ine

law

was

lowered

to

2.4%

,

c

ompared

to

a

n

averag

e

interest rate of 7.6% prior to the excha

nge. In addition, the exchan

ge offer extended the average

maturity of such bonds

.

As

of

the

date

of

the

Company’s

Annual

Report,

the

Argentine

gov

ernment

has

initiated

and

continues

to

carry

on

negotiations

with

the

IMF

i

n ord

er

to

renegotiate

the

principal

maturities

of

the US$ 44.1 billion d

isbursed between 2018

and 2019 under the

SBA, original

ly planned for the

years

2021,

20

22

and

2023.

We

cannot

assure

whether

the

Argentine

government w

ill

be

successful in

t

he negotiations with

tha

t agency,

which could affect

its ability

t

o implement

reforms

and public policies an

d boost economic growth, nor the impact of

th

e result that

renegotiatio

n will

have

in

Argentina's

ability

t

o

ac

cess

internatio

n

al

c

apital

markets

(and

i

ndirectly

in

our

ability

to

access those markets), i

n the Argentine econ

omy or in our econ

omic and financ

ial situation or in

our

capacity

to

ex

tend

the

maturity

dates

of

our

debt

or

other

condit

ions

that

c

ould

affect

our

results

and

operations or

businesses

. La

ck of

access

to

internationa

l

or

domestic

financial

markets

could

affect

the

proj

ected

c

apital

expenditure

s

for

Tel

ecom’s

operations

in

Arg

entina,

which,

in

turn,

m

ay

have

an

advers

e

effect

on

our fi

nancia

l

condition

or

the r

esults

of

our

operations.

Without

renewed

acces

s

to

the

financial

mark

et

the

Argen

tine

government

ma

y

not

have

the

financial

res

ources

to

implement

r

eforms

and

boost

growt

h,

w

hich

could

have

a

signif

icant

adverse

ef

fect

on

the

c

ountry’s

economy

and,

co

nse

quently,

on

o

ur

ac

tivities.

Likewise,

Argentina’s

inability

to

obta

in

cr

edit

in

internati

onal

m

arkets

could

have

a

direct

impact

on

our

ability to

access

those

markets

to financ

e our

operati

ons an

d our

growth,

including

the f

inancing

of capital investments, which would negatively affect our financial condition,

results of operations

and

cash

flows.

In

addition, we

cannot

pred

ict

the

o

utcome

of

any fut

ure

r

estructuring

of

Argent

ine

sovereign

debt.

T

elecom

h

as

invest

ments

in

Argentine

sovereign

bon

ds

a

mountin

g

t

o

$

10,702

million

as

of

31

December

2021.

Any

new

event

of

de

fault

by

th

e

Argentine

gover

nment

co

uld

negatively

affect

th

eir

valuation

and

repayment

terms,

as

well

as

have

a

material

adverse

effect

on the Argentine econ

omy and, consequ

ently, our busine

ss

and results of operati

ons.

The

Argentine

ban

king

system

ma

y

be

subject

to

instabilit

y,

which

m

ay

affect

our

operations.

In recent

years

, the Argentine financial system grew significantly with a marked increase in l

oans

and

private

de

posits,

show

ing

a

r

ecovery

of

credit

activity.

Such

rec

overy

has

been

severe

ly

impacted

by

the

COVID-

1

9

pandem

ic.

In

spite

of

th

e

fact

that

the

financial

system’s

deposits

continue

to

grow

in

no

minal

terms,

they

are

mostly

short

-term

dep

osits

and

the

sour

ces

of

med

ium

and

long-term

funding

for

financial

institutions

are

cur

rently

limited.

In

2021,

nominal

private

deposits in

Pesos

increas

ed 5

9.2% year

-ov

er-year (

fuelled by

the

growth

of sav

ings

and curr

ent

accounts

wi

th

a

62.9%

incr

ease)

and

nominal

time

deposits

increase

d

5

5.9%

year-

over-year.

During

the

same p

eriod,

loans

in

foreign

currency

(composed

mainly

of

corporate

loans)

evidenced

a

decrease

of

25.2%

a

t

the

end

of

2021.

In

2021,

pr

ivate

depos

its

in

U.S

.

dollars

declined by 1.1%.

Financial

institutions

are

particular

ly

subject

to

signific

ant

r

egulation

from

multiple

regulatory

authorities,

all

of

which

ma

y,

among

other

things,

establish

limits

on

comm

issions

and

im

pose

32

sanctions

on

the

financ

ial

institutions.

The

lack

of

a

stable

regulatory

framework,

or

changes

to

su

ch regulatory

framework

by the

government, c

ould i

mpose si

gnificant

limitations on

the

activities

of

th

e

financi

al

institutions

and

cou

ld

induce

uncertainty

with

respec

t

to

the

financial

system stability.

The

pers

istence

o

f

t

he

c

urrent

eco

nomic

cr

isis

or the

ins

tability

of

one

or

more

of

the

larger ba

nks,

public or private, could have a mat

erial adverse effect

on the prospects for econo

mic growth and

political

stability

in

Argenti

na,

resulting

in

a

l

oss

of

c

onsumer

co

nfidence,

low

er

disposable

income

and f

ewer financing alternat

ives for consumers. These conditions would have a material adverse

effect

on

us

by

resulting

in

lower

usage

of

Teleco

m’s

services,

lower

s

ales

of

devices

an

d

the

possibility

of

a

higher

level

of

uncollect

ible

accounts

or

incr

ease

the

cre

dit

risk

of

the

counterparties regard

ing Telecom’s investme

nts in local financial ins

titutions.

Exchange contro

ls and rest

rictions on

transfers abro

ad and c

apital inflows

limit t

he availabil

ity of

international credit.

We are

subject to Argentine and international anti

-corruption, anti-bribery and anti-mo

ney

laundering

laws.

Our

failure

to

comply

with

thes

e

laws

could

result

in

penalties,

which

could harm

our reputation and

have an

adve

rse

eff

ect

on our

business, financial

condition

and results of ope

rations

.

The

United

States

For

eign

Corrupt

Practices

Act

of

1977,

t

he

Organ

isation

for

Economic

Co

-

Operation and Development Anti

-Bribery

Convention, the Argentine Anti-M

oney Laundering Law

(

Ley

de

Prevención

de

l

Lavado

de

Activos

),

the

Arg

entine

Corporate

Cr

iminal

Liab

ility L

aw

(

Ley

de

Responsabilidad

Pen

al

Empresaria

)

and

other

applicable

anti-corrupt

ion

laws

prohibit

companies

and their inter

mediaries

from offering

or makin

g improper

payments

(or giving

anything of

value)

to

governmen

t

officia

ls and/or

pers

ons in

the

private

sector

for

the

purpose

of

influencing

them

or

obta

ining

or

retaining

busines

s

and

require

compa

nies

to

keep

ac

curate

books

and

r

ecords

and

m

aintain

appro

priate

internal

contro

ls.

In

particular,

th

e

Argentine

Corp

ora

te

Criminal

L

iability

Law

provides

for

the

crimina

l

liability

of

c

orporate

entit

ies

for

cr

iminal

offences

against

publ

ic

administrati

on

and

transnat

ional

brib

ery

c

ommitted

by,

among oth

ers

,

its

attorneys

-

in

-fact,

directors,

managers

,

employe

es

or

represent

atives.

A

comp

any

m

ay

b

e

held

liable

and

subject

to

fines

and/or

suspensi

on

of

its

activities

if

s

uch

offenc

es

were

c

ommitted,

dir

ectly

or

indirectly,

in

its

name,

behalf

or

interest,

th

e

co

mpany

obtained

or

may

have

obtain

ed

a

benefit

therefrom, and the

o

ffence res

ulted from a company

’s ineffective control.

It

may

be

possible

that,

in

t

he

fut

ure,

th

ere

m

ay

emerg

e

in

the

press

allegations

of

instances

of

misbehaviour

o

n

the

p

art

of

former

agents,

current

or

former

employees

or

others

acting

o

n

our

behalf

or on

the part

o

f public

officials or

o

ther third

p

arties doing

or considering business

with us.

We will endeavour to monitor s

uch press reports and investigate m

atters that we believe warra

nt

an

investig

ation

in

keeping

with

the

requirements

of

complia

nce

programs,

an

d,

if

necessary

,

make

d

isclosure

a

nd

notify

the

relevant

authorities.

Howev

er,

any

advers

e

publ

icity

that

such

allegations

attract may

h

ave

a negative

impact

on our

r

eputation and

lead to

i

ncreased regulatory

scrutiny of our business

practices.

If we or individuals or e

ntities that are or w

ere related t

o us are found to be li

able for violations of

applicable anti-corruption laws

(either

due to our own

ac

ts or our

inadvertence, or due to

the acts

or

inadvertence

of others),

we

or other

individua

ls

or

en

tities

could

face

civil

and

c

riminal

penalties

or

other

sanctions, which

in

turn

could have

a

material adverse

impact

on our

re

putation,

business, financial co

ndition and results of o

perations.

Risks Relating to Teleco

m and its Ope

rations

Telecom

may

b

ecome

su

bject

to

bu

rdensome

reg

ulations,

ordinan

ces

and

laws

affecting

the services it offer

s, which could adv

ersely affect it

s operations.

Activities in

the

fixed

and

mobile te

lephony,

cable

television

and

Internet

businesses

are

subject

to

risk

s

as

sociated

with

the

adoption

an

d

imp

lementation

of

laws

and

governmen

tal

re

gulations

33

that reflect changing gover

nmental policies over time. The Argenti

ne government has

historically

exercised

sign

ificant

influence

over

the

econo

my,

and

t

elecommun

icat

ions

companies

in

particular

have

operated in

a

h

ighly

re

gulated en

vironm

ent.

In

the

past,

the

Argent

ine

government

promulgated numer

ous, far

-reaching r

egulations aff

ecting the ec

onomy and t

elecommunications

companies

in

particu

lar.

Exis

ting

regulations

co

uld

furth

er

increase

penalties

that

may

be

imp

osed

by

the

regulatory

authorities.

In

addi

tion,

loc

al

mu

nicipalities

in

the

regions

where Telecom

operates

have

also

intro

duced

regulations

a

nd

proposed

v

arious

taxes

and

fees

for

the

installation

of

infrastr

ucture,

equipme

nt

and

expans

ion

of

f

ixed

line

and

m

obile

networks.

For

example,

municipalities

us

ually

restr

ict

areas

w

here

antenn

as

may

be

deployed,

neg

atively

impacting

Telecom’s

mobile

service coverage,

which in

turn affects the

quality

of its

s

ervices. Municipal and

provincial

tax

auth

orities

h

ave

also

broug

ht

an

increas

ing

number

of

claims

against

Te

lecom

,

which

T

elecom

is

replyin

g.

If

chang

es

to

existing

laws

and

regulations

lead

to

negat

ive

consequences

for

Telecom,

our

busi

ness,

financia

l

condition, results

of

operat

ions

and

cash

flows

may be adversely affecte

d.

After the deregulation of Argentina’s telecommunications and media industries, the Broadcasting

Law

(as

def

ined

below),

the

LAD

and

their

implementing

regu

lations

have

been

amen

ded

on

a

number of occasions, modifying requirements to hold or transfer broadcasting licenses

. In

addition,

Telecom

is

subje

ct

to

the

r

egulations

of

cert

ain

other

government

al

entities,

including

the

SCI,

which

has

issued

resolutions

re

quiring

Arg

entine

c

able

telev

isio

n

operat

ors

to

apply

a

formula to calculate th

eir customers’ mont

hly subscription prices.

In

March

2020,

in

res

ponse

to

th

e

COVID

-

19

outbre

ak,

the

Argent

ine

govern

ment

i

ntroduced

emergency

measures

in

the

telecommu

nications

sect

or in

ord

er

to

a

lleviate

the

financial

burd

en

of

the

pandem

ic

on

ind

ividuals

and

c

ompanies.

Dec

ree

No.

3

11/20

iss

ued

by

the

Argentine

Executive

Branch

on

24

March

20

20,

d

etermined

that

serv

ices

rel

ated

to

fixed

and

mobi

le

telephony,

Internet

and

cable

TV

would

not

be

in

terrupte

d

for

def

aults

in

payment

by

a

certain

group

of

customers

define

d

therein.

In

A

ugust

2

020,

Decree

No.

690/20

declare

d

ICT

serv

ices

as an essential pub

lic service and imposed

tariff regulations

on such services

.

We

can

offer

no

assura

nces

that

Te

lecom

wi

ll

not

be

subject

to

si

milar

regulatio

ns

in

the

fu

ture,

which

could

force

it

to

modify

t

he

prices

of

subscription

s

ervices

and

h

ave

a

material

adverse

effect on the revenues g

enerated by

Telecom

’s

activities.

The regu

latory

authorities

have

imposed

i

ncreasing

burdens

and

new

regulations

on

companies

that could increase th

e penalties they c

an impose for breaches

of the regulatory fr

amework.

In

certain

municipalities,

regulations

have

been

ad

opted

requirin

g

T

elecom

to

u

pgrade

and/or

modify

its

cable

t

elevision

systems.

Telecom

will

s

eek

to

continue

to

upgrade

its

existing

cable

systems,

including

any

n

etwork

upgrades

or

modi

fications

required

by

re

gulatory

or

local

authorities if it has suff

icient cash flow a

nd financing is av

ailable at commercia

lly at

tractive rat

es.

Although

c

urrently

applica

ble

loca

l

ordinances

provide

that

certa

in

pe

nalties

may

be

imposed

,

including

the

suspension

of

th

e

right

to

use

the

air

space,

mun

icipalities

h

ave

generally

not

imposed

p

enalties

on

non-c

ompliant

c

able

s

ystems

op

erators

.

As

of

the

date

of

the

Company’s

Annual Report, no f

ines have been impose

d to

Telecom

in relation to this ma

tter.

The

Auction

Ter

ms

and

Conditions

approved

by

Resolution

SC

No.

38/14

est

ablished

strict

coverage and

network

deployment co

mmitments t

h

at wil

l require si

gnificant cap

ital expend

itures

from

Telecom.

Additiona

lly,

many

municip

al

governm

ents

have

issued

r

egulations

that,

in

our

view, exceed

their authority, which

frequently limit, hi

nder or restrict

the installation of

the

infrastructure

r

equired

to

c

omply

with

s

uch

c

ommitments.

Therefore,

such

legislation

negative

ly

impacts

the

obligati

ons

th

at

Telecom

and

its

competitors

ass

umed

in

the

m

obile

t

elephony

business

pursuant

to

the

requirements

set

out

in

the

Regulation

for

the

Qua

lity

of

Telecommunicatio

ns Services.

Telecom

may

also

be

s

ubject

to

additiona

l

and

unexpected

govern

mental

regulations

in

the

future.

Telecom

fac

es

substanti

al

and

increasing

com

petition

in

t

he

Argentine

fixed

and

mobile

telephony, cable televi

sion and Internet bu

sin

esses.

34

The

fixed and

mobile

telephony, cable television

and

Internet businesses

in Argentina

are

competitive.

Telecom’s

competitors

may

consu

mmate

transactions

that

result

in

a

further

consolidation

and

c

onvergence.

Therefore,

Tel

ecom

m

ay

lose a

portion

o

f

its market

share,

wh

ich

may

create

additional risks

and adversely

i

mpact

our financial

condition and

result

s

of

operations.

Telecom

competes

with

other

cable

television

operat

ors

that

have

bu

ilt

networks

in

the

areas

in

which

Te

lecom op

erates, providers of

other

pay

television services,

includi

ng

d

irect broadcasting,

direct-

to

-home

satellite

and

mult

i-chan

nel

multi-

point

distr

ibution

sy

stem

servi

ces,

licensed

suppliers

of

basic

teleph

one

serv

ices

and

c

ooperative

entities

provid

ing

utility

s

ervices

and

a

lso

with

free

broadcasting

servi

ces

which

are

c

urrently

available

to

the

Argentine

population

in

cert

ain

areas

from

four

privately

-owned

t

elevision

network

s

(including

one

owned

by

Grupo

C

larín)

and

their

local

affi

liates

and

one

state

-owned

national

public

television

n

etwork.

We

expect

competition

to

increase

in

the

future

due

to

a

number of

factors,

includin

g

the

d

evelopment

of

new

technologies.

In

relation

to

mobile

services,

we

anticipate

that

Teleco

m

w

ill

have

t

o

devote

significant

resources

to

the

r

efurbishm

ent

and

mainten

ance

of

its

existi

ng

network

infrastructure

to

comp

ly

w

ith

re

gulatory

obligations

and

to

r

emain

competitive

with

respect

to

the

qual

ity

of

its

services. In

ad

dition, Telecom must

comply with

the obligations arising

from the acquisitio

n of

the

4G

spectrum.

We al

so expect

T

elecom

t

o

c

ontinue

t

o

devote resources

to

custom

er

retention

and

loyalty

in

s

uch

services.

Technological

innovatio

n

r

elating

to

fixed

and

mobi

le

te

lephony,

cable

television

and

I

nternet

tran

smission

increases

the

lev

el

of

compet

ition

that

Te

lecom

faces

and

requires

Telecom

to

make

frequent

inves

tments

to

d

evelop

n

ew

and

innovative

progra

mming

services

and

products

to

attract

and

retain

fixed

and

mobile

telepho

ny,

cable

television

and

Internet

custom

ers.

We

ca

nnot

ass

ure

you

that

Te

lecom

w

ill

be

ab

le

to

m

ake

the

investments

necessary to remain competitive, or that

Telecom will be able

to attract new and retain its

current

customers.

A

s

ubstantial

lo

ss

of

c

ustomers

to

com

petitors

would

have

a

material

adverse

effect

on our business an

d results of operations.

Additionally,

Telecom’s

ability

to

successfully

invest

in,

and

implement,

new

technolog

ies,

coverage

a

nd

its

wireless

network

may

be

impair

ed

if

Telecom

fails

t

o

ob

tain

ce

rtain

mun

icipal

authorisations, as

well as by

an adverse macroeconomic condition

in Argentina.

If Telecom is

n

ot

successful

in

maki

ng

such

i

nvestments,

the

growt

h

of

its

business

and

quality

of

its

services

would

be

adversely

affected.

Furt

her,

if

Telecom

is

unable

to

make

t

hese

capit

al

expen

ditures,

o

r

if

its

competitors are

a

ble to

invest in

the

ir

business

es to

a greater degree

and/or faster than

Te

lecom,

Telecom’s competitive

position will be advers

ely impacted.

Telecom

also

faces

compe

tition

from

o

ther

cable

t

elevision

and

Internet

service

provider

s.

Certa

in

competitors

of

the cable

television and

Internet business

have

well-es

tablished name

recognition,

larger

customer

bases,

a

nd

significant

financial,

technical

and

marketing

res

ources.

T

his

may

allow

t

hem

t

o

d

evote

signific

ant

resourc

es

t

o

t

he

dev

el

opment

and

promotion

of

their

busi

ness.

These

c

ompetitors

may

also

eng

age

in

more

extensive

research

and

dev

elopment,

adopt

more

aggressive

pricing

p

olicies

and

make

more

attractive

offers

to

advertisers

.

Co

mpetitors

m

ay

develop

products

an

d

services

tha

t

are

equal

or

superior

to

T

elecom’s

offers

or

that

ach

ieve

greater

mark

et

acc

eptance.

As

a

result,

competition

may

have

a

material

adverse

effect

on

Telecom’s operations.

Moreover, the products and services that Telecom offers may fail

to generate revenu

es

or att

rac

t

and

retain

c

ustomers.

If

Teleco

m’s

competitors

present

simi

lar

or

be

tter

responsiven

ess,

functionality, services, speed, plans or features, Teleco

m’s customer base and revenues may be

materially affected.

Competitiveness

is

and

will

continue

to

be

affected

by

the

busin

ess

strategies

and

a

lliances

deployed

by

Te

lecom’s

competitors.

T

elecom

may

face

additional

pres

sure

on

the

prices

that

it

charges

for

its

services

or

experience

a

loss

of

mark

et

share

in

the

services

it

provid

es.

In

add

ition,

the general b

usiness and e

conomic climate

in Argentina m

ay affect Teleco

m and its

competitors

differently; thus Teleco

m’s ability to compet

e in the market c

ould be adversely affe

cted.

Additionally, if in the future licensees of ICT

services are allowed to register and provide

subscription

br

oadcasting

service

by

s

atellite

link,

i

t

w

ill

ease

the

entry

of

new

competitors

into

35

the

market.

As

a

r

esult,

Telecom

may

face

addition

al

pressure

with

res

pect

t

o

prices

it

c

harges

for its services or exp

erience a loss of p

articipation in t

he subscription broadc

asting market.

Given

the

range

of

reg

ulatory,

business

and

economic

u

ncertainties

we

face,

it

is

difficult

to

pred

ict

with

prec

ision

and

accurac

y

Teleco

m’s

future

mark

et

s

hare

in

releva

nt

geographic

are

as

and

customer

segments,

or

to

antici

pate

a

decrease

in

demand

f

or

the

produc

ts

that

Teleco

m

offers

that

could

result

in

a

re

duction

of

its

revenu

es

and

market

s

hare,

or

the

speed

with

w

hich

such

change

i

n

Teleco

m’s

mark

et

share

or

prevai

lin

g

prices

for

services

may

occur

or

the

effects

of

competition.

Those

effects

could

be

mat

erial

a

nd

adver

se

to

our overall

financial

c

ondition,

results

of operations and cash

flows.

Telecom’s revenues ma

y vary depending

upon the con

dition of the Argentin

e

economy

.

Revenues

generated

by

Telecom’s

fixed

and

mobile

telephony,

cabl

e

t

elevision

and

Internet

operations have in the past been impacted by Argentina’s unstable macroeconomi

c environment

and

have

proven

to

be

dependent

on

the

general

eco

nomic

conditio

ns

in

Arge

ntina.

In

the

past,

a general

econom

ic downturn in

Argentina has had, and

would be expected to

h

ave in

the future,

a

negative

e

ffect

on

our

revenues

a

nd

a

material

a

dverse

effect

on

our

resu

lts

of

o

perations.

Historically,

for

examp

le,

inc

reases

in

l

osses

of

cable

televis

ion

subscr

ibers

have

corr

esponded

with

general

economic

dow

nturns an

d r

egional

and

local

economic

rec

essions. I

n

particular,

the

2001

-2002 Arg

entine economic crisis h

ad a material a

dverse effect on

Te

lecom’s

revenues.

The regulat

ion of

rates may adv

ersely affect Telec

om’s revenues

The LAD established that

licensees of ICT

services

may free

ly set their

prices, which shall be fai

r

and reasonable,

to offset the costs

of exploitation and

to tend

to the

efficient supply and

reasonable margin

of operations.

However, on 22 August 2020, the Argentine Executive Branch issued Decree No. 690/20

amending

the

LAD.

Decree

No.

690/20

d

eclared

ICT

services

(which

inc

ludes

fix

ed

and

mobile

telephony

services, cable

television and

Intern

et)

as well

as

access to

telecommunicat

ions

networks

f

or

and

between

licensees

as

“Es

sential

a

nd

Strategic

Com

petition

P

ublic

S

ervices”,

and empowered

ENACOM

to ensure acc

essibility. Dec

ree No. 690/20

further esta

blished that (i)

the prices

of the

Essential

and Stra

tegic

Competition

Public

ICT Serv

ices, (ii)

the

prices of t

hose

services

provided

in accord

ance w

ith the

Universa

l Ser

vice, and

(iii) th

e

prices of

those s

ervices

determined

by

ENACOM

fo

r

public

interest

reasons,

s

hall b

e regu

lated

by

ENACOM.

More

over,

Decree

No. 690/20

established that

ENACOM is

the agency

responsible for

th

e

enactment

of

any

regulation

th

e

ICT’s

Basic

Un

iversal

Services

(“PBUs,”

for

its

Spanish

ac

ronym),

and

also

susp

ended any

price increases or

cha

nges set

or announced by

t

he

ICT’s licensees from 31

July 20

20 to

31 December 2020.

Dec

ree No.

69

0/20 has

been

ratif

ied by

the Argentine Congress

under

Law No.

26,

122

and has

been regulated

t

hrough ENACOM

Resolutions

Nos. 1,466/20

an

d

1,467/20.

Resolution

No.

1,466/20,

among

other

th

ings,

allows

ICT

licensees

providin

g

Internet

access

services, subscription broadcasting services

through physical, radio-

electric or satellite link, fixed

telephony services

and mo

bile telecommun

ications serv

ices to increase ret

ail prices for serv

ices

up

to

5%

durin

g

January

2021.

In

order

to

establish

t

he

percentages

approved

,

licensees

must

consider

th

e

prices

effectiv

e

as

of

31

J

uly

2020

as

the

price

of

refer

ence.

Such

Resolution

also

provides that

ICT

Serv

ices License

es m

ay request

a h

igher

increase, o

n

an

exceptional

basis

in

accordance with the

provisions of Section

48 of the LA

D.

Resolution

No.

1,467/20

r

egulated

the

PBU

provided

by

Decr

ee

N

o.

690/20

for

the

differe

nt

services provided by ICT licensees, establishing the price and

the characteristics

of each service

plan. The Resolution also

defines the be

neficiaries of this PBU,

among other mat

ters.

Telecom

began

to

implement

an

increase

in

pr

ices

as

from

January

2021,

i

n

order

to

match

the

increase

in

its

c

osts

due

to

the

inflation.

N

evertheless,

i

t

failed

to

transfer

to

th

e

price

of

its

services

the

inflation

accumulated

in the

period

March

-Decemb

er

2020,

as

a

result

of

diffe

rent m

easures

provided

by

the

PEN.

Additionally,

Telec

om

initiated

legal

proceedings

bef

ore th

e

Federal

Court

36

of

Appeals

on

Administrati

ve

Litigat

ion

Matters

challenging

the

c

onstitutionality

of

Decree

No.

690/20

and

the

aforement

ioned

EN

ACOM

Resoluti

ons,

which

was

not

ified

to

the

Executive

Branch on 7 October

2021.

In this c

ontext, Te

lecom

sought to

obtain an i

njunction susp

e

nd

ing the

application

of the

aforementioned

ENACOM

regulations

and

Decree

No.

690/20.

On

29

January

2021,

Telecom’s

petition was

de

nied

and the

injunction rejected.

Telecom appealed

such decision and,

on 30 A

pril

2021,

the

Federal

Court

of

Appeals

on

Admin

istrative

Litigation

Matters

decided

by

majority

to

accept T

elecom’s

appeal,

r

evoke the

first i

nstance c

ourt’s

decision

and,

co

nsequently,

grant

the

injunction r

equested

by

Telec

om, or

dering

the

suspen

sion of

th

e eff

ects

of

Sections

1,

2,

3,

4,

5

and

6

of

D

ecree

No.

6

90/20

and

of

the

relate

d

EN

ACOM

resolutions,

b

ased

o

n

their

poss

ible

inapplicability to Telecom. This injunction

was initially granted for a period of six months and was

subsequently

ext

ended

f

or

an

additional

s

ix

-month

period

until

21

April

2022.

As

of

the

date

of

these

annual

report

the

injunctio

n

was

extended

for

an

a

dditional

six

-month

period.

Under

the

protection of the inj

unction, Telecom incr

eased the prices of its services

in June, S

eptember and

December 2021.

The

Executive

Bra

nch

and

E

NACOM

filed

appeals

agai

nst

the

aforem

entioned

decision

of

th

e

Federal

Court

of

Appeals

on

Admi

nistrative

Litigation

Matters,

which

were

de

nied

on

18

J

une

2021.

On

29

June

2021,

th

e

Ex

ecutive

Branc

h

and

ENACOM

filed

an

a

ppeal

before

the

Argentine

Supreme Court of Justice.

As of the date

of this Annual Report,

a decision on the

se proceedings

remains pending.

If

the

ENACOM

imposes

further

restrictions

on

Tel

ecom’s

prices,

its

operating

m

argins

may

be

adversely

aff

ected.

T

elecom’s

ability

to

comply

with

t

he

cond

itions

in

its

license,

as

well

as

the

relevant

prov

isions

in

ap

plicable

regu

lations

and

laws,

may

be

affected

by

events

or

circumstances

o

utside

of

our

c

ontrol,

and

therefore

we

cannot

predict

wh

ether

such

events

or

circumstances

result

in

an

advers

e

effect

on

our

financ

ial

con

dition,

our

operations

and

c

ash

flows.

T

elecom,

with

the

a

ssistance

of

its

legal

advis

ors,

is

a

nalysing

the

actions

that

may

be

necessary in order to

protect its rights.

Technological

advances

and

replacement

of

T

elecom’s

equipm

ent

may

require

Telecom

to

make

sign

ificant

expe

nditures

to

maintain

and

improve

the

competitiveness

of

the

services that it off

ers.

Our

industries

are

subject

to

significant

changes

i

n

technology

a

nd

the

i

ntroduction

of

n

ew

products

an

d

ser

vices.

We

cannot

predict

th

e

effect

of

technological

ch

anges

on

our

business.

New

services

and

techno

logical

advanc

es

the

te

lecommunicatio

ns,

cable

te

levision

and

Internet

indus

tries

are

likely

to

of

fer

add

itional

opport

unities

to

compete

again

st

T

elecom

on

t

he

basis

of

cost,

quality

or

functionality.

It

may

not

be

pr

acticable

or

cost

-effective

for

Telecom

to

replace or

upgrade

its ins

talled t

echnologies

in respon

se to

its com

petitors’ ac

tions.

Responding

to such c

hange may r

equire us

to devote

s

ubstantial

capital to the

development,

procureme

nt or

implementation

of

new

tec

hnologies,

and

may

de

pend

o

n

t

he

fin

al

cos

t

in

local

curr

ency

o

f

imported

technology and

ou

r

ability

to

ob

tain

additional

financing

.

No assurance

c

an

be

given

that

Telecom

wi

ll

have

the

fund

s

to

make

the

capital

ex

penditures

to

improve

its

sy

stems,

comp

ete

with others in the mark

et or replace equi

pment used in

connection with its bus

inesses.

Moreover,

Intern

et,

cable

television

and

mobile

telephony

services,

wh

ich

we

expect

to

ac

count

for

an

increasing

percenta

ge

of

Telecom‘s

revenues

in

the

future,

are

charac

terised

by

rapidly

changing

technology,

evol

ving

industry

standards,

c

hanges

in

customer

prefer

ences

and

the

frequent introduct

ion of ne

w services and

products. T

o remain c

ompetitive, T

elecom must

invest

in

network,

constant

ly

upgr

ade

its

acc

ess

techn

ology

a

nd

softw

are

for the

internet

service

market,

improve

the

c

ommercial

offers

and

th

e

user

ex

perience

a

nd

continue

to

enhance

its

mobile

networks

by

expanding

its

network.

F

uture

t

echnological

developme

nts

may

result

in

decreased

customer demand for certain of

T

elecom’s services or even

render them obsolete. In addition, as

new technologies dev

elop, equipm

ent may ne

ed to be

replaced or upgrad

ed or ne

twork facilities

(in particu

lar, mobil

e and I

nternet

network

facilities) m

ay

need to

be rebu

ilt in

whole or

in p

art, a

t

37

substantial

cost,

to

r

emain

competit

ive.

Thes

e

en

hancements

an

d

t

he

implementation

of

new

technologies will contin

ue requiring incr

eased capital e

xpenditures.

Th

e

media

indust

ry

is

a

dynamic

and

evolving

in

dustry,

and

if

it

does

not

develop

and

expand

as

we

currently

expect,

Telecom’s

results

and

ope

rations

relatin

g

to

its

cabl

e

television and Intern

et businesses may

suffer.

We

expect

to

derive

an

in

creasing

am

ou

nt

of

reven

ues

from

Telecom’s

activities

in

the

cable

television and Inter

net indus

tries, but we may n

ot do so if

these non

-tr

aditional medi

a operations

do

not

develop

and

expand

as

we

currently

expect.

The

role

of

cab

le

t

elevision

in

Argentina

became increasingly import

ant in

the past. More recently, non

-traditional technologies, includ

ing

“Over

-The-

Top” services (which

are services provided by a

telecommunica

tions provider through

Internet

Protocol

(“IP”)

networks

not

necessari

ly

owned

by

the

provider,

including

communications,

content

and

cloud

-based

offerings),

such

as

technologies

used

by

Netflix

or

other IP operators, have

come to play a

larger role in

the Argentine telecommunications

industry.

These companies take

advantage of

the

de

regu

lation of

th

e sector to

bring their services through

third-party networks without

paying any

fee or

right to

use it.

These

technology and new

serv

ices

areas

are

i

n

the

early

stages

of

d

evelopment,

and

growth

may

be

inhibited

for

a

number

of

reasons, including:

•

the

cost of connectivity;

•

concerns about security, r

eliability, and pr

ivacy;

•

unexpected changes

in the regulatory framework

;

•

the appearance of t

echnological innovat

ions;

•

the ease of use; and

•

the quality of service.

Our

bus

iness,

financial

c

ondition

and

results

of operations

will

be

materially

and

adversely

affected if these markets d

o not continue to grow

or grow mor

e slowly than w

e anticipate.

In addition, unlike

the Argentine cable television industry

, which

has traditionally been dominated

by

compan

ies

located

in

Argentina,

c

ompetitors

in

oth

er

services

prov

ided

by

T

elecom

may

be

based o

utside

of

Argentina

and

enjoy

certain

compet

itive

advantages

such

as

scale

and

access

to financial resources on

terms that are be

tter than those avai

lable to us.

Telecom may not be

able to renew progr

amming cont

racts on favourable ter

ms.

Telecom purchases

basic and pre

mium pro

gramming from

approximately 52

programming

suppliers.

Several

progr

amming

suppliers

agreed

to

offer

volume

discount

pr

icing

structures

be

cause of

the growth

and market

sh

are

shown by

Telecom’s

cable television

operations.

Participants

in

the

c

able

television

industry

negotiate

the

ter

ms

of

a

majority

of

t

he

res

pective

programming contrac

ts that

had origi

nally been

denominated

in U.S. d

ollar

s

to pro

vide for Pes

o-

denominated

pricing formulas

generally linked

to

the number

of

subscribers and

without

minimu

m

purchase

requireme

nts.

As

a

c

onsequence,

contract

terms

are

generally

s

hortened

and

pr

icing

provisions

are

adjust

ed

in

order

to

transfer

th

e

benefit

of

i

ncreases

in

the

monthly

fee

for

b

asic

cable

telev

ision

serv

ices

to

the

program

ming

com

panies.

Th

e

new

contracts

also

provide

for

automatic

termination

upo

n

the

occurrence

of

major

macroec

onomic

d

isruptions.

We

cannot

assure

you that

Te

lecom

w

ill

be able

to regularly

negotiate renewals

of i

ts programming

contrac

ts

at

c

urrent

cost

levels,

particularly

since

many

of

its

suppliers

have

U.S.

dollar

-based

costs.

Additionally,

suppliers

are expected

to

seek

price

increa

ses

as

a

r

eflection

of

eco

nomic

conditions

in

Arg

entina.

Th

ere

c

an

s

imilarly

be

no

assurances

that

Telecom

will

be

able

to

obt

ain

vo

lume

discounts in the future

.

Telecom

m

ay

not

be

able

to

renew

some

leases

of

the

facilitie

s

for

the

inst

allation

o

f

its

fixed and mobile t

elephony, cable tele

vision and In

ternet systems.

Telecom’s

fixed

and

mobile

telephony,

cable

telev

ision

and

Internet

services

are

distributed

through networks installed in facilities leased from third parties, either through the lease of space

on

roofs

or

on

utility

poles.

Telecom

regularly

re

negotiates

the

r

enewal

of

sh

ort

-

term

lease

38

contracts

for

the

use

of

pole

s

in

different

areas

of

the

co

untry

in

the

ordinary

course

of

its

business.

If Tel

ecom

is

not

able

to

renew

so

me

of t

hose

lease

c

ontracts,

its

op

erations

in

suc

h are

as

may

be

suspended if

alternative

third

-party

facilities

are

not promptly

obtained

o

n

a

c

ost

-efficient

b

asis.

Underground

distribution of Teleco

m’s wire net

work

would require add

itional governme

ntal

authorisations and signif

icant capit

al expenditures that Teleco

m may not be able to afford or that

Telecom may be restricted from making pursuant to the terms and conditions of its indebtedness

and existing covenants. There can be no assurance that such

renewals of lease contracts will be

granted.

Our

revenues

may

b

e

advers

ely

affected

by

an

increase

in

churn

rates,

wi

th

respect

to

mobile t

elephony,

cable

t

elevision

and

Internet

services,

or

redu

ctions

in f

ixed

telephony

lines in service, with r

espect to fixed tel

ephony service

s.

Our

revenues

depend

s

ignificantly

on

Telecom’s

ability

to

r

etain

custom

ers

by

limiting

churn

r

ates,

with respect to mobile

telep

hony, cable television and Internet services, or

net reductions in fixed

telephony

l

ines

in

service,

with

respect

to

fixe

d

tele

phony

services.

Any

substantial

incre

ase

i

n

churn

rates, with

respect

t

o

mobile

te

lephony,

cable

te

levision

and

Int

ernet

services

,

or reductions

in

l

ines

in

service,

wit

h

respect

to

fixed

teleph

ony

services,

may

have

a

material

adverse

effect

on our revenues an

d results of operati

ons.

Our

revenues

rel

ating

to

Telecom’

s

cable

televi

sion

service

s

are

subject

to

uncertainty

due

to,

and may

be

adver

sely

affected

by,

the

formula

set

forth

in

SCI

Resolution

No

. 50/10

to

estimate monthly fees

paid by cable tele

vision

subscribers.

SCI

Resolution

No.

50

/10

approved

certain

ru

les

governing

p

ay te

levision

services

. These

rules

provide

that

cable

telev

ision

operators

must

app

ly

a

formula

to

c

alculate

their

mont

hly

subscription

prices.

The

price

aris

ing

from

th

e

application

of

th

e

formula

was

to

be

informe

d

to

the

Office

of

Business

Loyalty

(

“

Direc

ción

de

L

ealtad

Comerc

ial

”),

re

quiring

cab

le

television

operators

to

adjust

such

amount

s

emi-a

nnually

and

inform

t

he

result

o

f

suc

h

adjustment

to

that

O

ffice.

T

elecom

challenged Resol

ution No. 50/10 and req

uested the su

spension of its effec

ts and its nullity.

A decision

issued

on

1

August

2011 i

n re

“

L

A CAPITA

L CABLE

S.A.

v.

Ministerio

de

Economía

-

Secretaría de Comercio Interior de la Nación

”, by the Federal Court of Appeals of

the

City of Mar

del

Plata

ordered

t

he

SC

I

to

s

uspend

the

app

lication

of

Resolution

No.

50

/10

w

ith

respect

to

a

ll

cable

telev

ision

licensees

r

epresented

by

th

e

Argent

ine

Cab

le

Te

levision

Ass

ociation

(“ATVC”),

including

Telecom.

Th

e

injunction

was

notified

to

t

he

SCI

and

the

Ministry

of

Economy

on

1

2

September 2011

an

d be

ca

me

fully effective.

The PEN

filed an

appeal against

th

e

decision issued

by the

Court of Appeals of Mar del

Plata. Such appeal was dismissed. Therefore, the PEN filed a

direct appeal to the

Supreme Court, w

hich was also d

ismissed.

Notwithstanding

the

foreg

oing, b

etween

March

201

1 a

nd Oc

tober

2014

certain

re

solutions

were

adopted base

d on

Reso

lution N

o. 50/10

regulatin

g the

prices

that Ca

blevision

should c

harge

for

such

months

to

its

customer

s.

These

resolutions

were

challenged

a

nd

suspended

as

a

result

of

the

aforementione

d

injunction.

However,

each

Resolutio

n

had

a

valid

perio

d

of

three

to

six

months, with the last o

ne expiring in October

2014.

In

Se

ptember 2014,

a decision

w

as

rendered in

a

case brought

by

the Municipality

of

Ber

azategui

against

Cablevisi

ón

order

ing

the

su

bmission

of

all

c

ases

relating

t

o

these

resolutions

to

th

e

jurisdiction

of

the

Federa

l

Courts

of

Mar

del

Plata,

which

had

issue

d

the

decision

on

t

he

c

lass

action in favour of

ATVC.

In

Apri

l

2019,

La

Capital

Cable

S.A.

was

served wi

th

notice

of

the

resolution

issued by

the

Feder

al

Court of F

irst Insta

nce No.

2 of M

ar del

Plata d

eclaring the

unconstitut

ionality of c

ertain s

ections

of a law

on which the SCI had found the legal bas

is for the issuance of Resolution No. 50/10 and

the

s

uccessive

resolutions.

The

declaration

of

uncons

titutionality

implied

that

the

se

resolutions

are

not

applicable

to

the

c

ompanies

grouped

by

ATVC,

including

Te

lecom.

However,

the

PEN

filed an appeal aga

inst that resolution.

39

On 26 December

2019, the Federa

l Court of

Appeals o

f Mar del

Plata rejected the

grievances

of

the

Argentine

government

and

confirmed

the

decisio

n

rendered

by

th

e

Co

urt

of

Mar

de

l

Plat

a

which

declared

th

e

uncons

titutionality

of

the

s

ections

of

the

law

on

which

SCI

Res

olution

No.

50/10

and

the

subseque

nt

resolutions

wer

e

based.

The

Arg

entine

government

filed

an

extraordinary appeal, w

hich was granted

on 1 March 2

021.

Telecom’s

Ma

nagement,

w

ith

the

assistanc

e

of

its

le

gal

advisors,

is

analysing

the

potential

impact

this

new

appe

al

and

considers

that

it

has

st

rong

argu

ments

for

its

defence.

H

owever,

an

adverse

outco

me

in

the

abov

e-me

ntioned

cases,

which

we

can

not

exclude,

would

have

an

adverse effect on our resu

lts of operati

ons a

nd financial condition.

Actual

or

perce

ived

he

alth

risks

o

r

othe

r

pro

blems

relating

to

mobile

handsets

o

r

transmission masts cou

ld lead to litigation or

decr

eased mobile commun

ications usage.

The

effects

of,

and

a

ny

damage

c

aused

by,

exposure

to

an

electromagnetic

fi

eld

were

an

d

are

the subjec

t of

carefu

l eva

luations

by

the i

nternational

scientific

community,

but

unt

il now

there

is

no

scientific

evidence

of

harmful

effects

on

heal

th.

We

cannot

rule

out

that

exposure

to

electromagnetic fields

or other

emissions origina

ting from wireles

s handsets will n

ot be identified

as a health risk in th

e future.

Telecom

complies

with

the

international

secur

ity

standards

established

by

the

World

Healt

h

Organisation

(“WHO”)

and

Argent

ine

regulations,

whic

h

are

similar

to

WHO

req

uirements

and

mandatory

for

all

Argentin

e

mobile

operators.

Te

lecom’s

mobil

e

business

may

be

h

armed

as

a

result

of

any

fut

ure

a

lleged

health

risk.

For

exa

mple,

t

he

perce

ption

of

these

health

risks

could

result

in

a

lower

number

o

f

customers

,

reduced

usage

p

er

customer

or

pot

ential

consumer

li

ability,

all

of

w

hich

could

have a

mater

ial

adverse

effect on

our

financia

l

condition and

results of

operations.

Our

operations

and

financial

condition

could

be

aff

ected

by

fut

ure

union

negotiations,

Argentine l

abour regu

lations and

government

al m

easures

requiring pri

vate com

panies to

increase salaries or

otherwise prov

ide workers wit

h additional benefits.

In

Argentina,

labour

or

ganisations

have

su

bstantial

su

pport

and

considerable

political

influ

ence

.

In

recent

ye

ars,

the

d

emands

of

Te

lecom’s

la

bour

organ

isations

have

increased

mainly

as

a

r

esult

of

the increase in

the cost of

living, which was

a

ffected by

increased inflation, higher tax

pressure

over salaries and th

e consequent decline i

n the populat

ion’s purc

hasing power.

In

addition,

in

the

absence

of

a

union

agreem

ent

concer

ning

conver

gent

services,

if

we

are

unable

to

reach

an

agreeme

nt

with

the

unions

on

wor

k

conditions,

or

in

case

of

a

l

ack

of

rec

ognition

among

union

associations,

we

may

be

adverse

ly

affected

by

individual

labour

claims,

class

actions,

high

er

union

c

ontributions

expenses,

impacts

to

our

operations,

impairment

of

services

due

to i

nefficient processes,

union

c

onflicts,

direct

action

measures

and

social

impac

ts

which

may

also affect the qua

lity and continuity of

our services to our custom

ers and our reputat

ion.

Certain

l

abour

a

nd

t

elecommunications

unions

have

initiated

cla

ims

aga

inst

T

elecom

a

lleging

non

-compliance

of

certain

c

onditions

provided

for

in

t

he

collective

barg

aining

agreeme

nts

that

could

a

llow

them

to

negotiate

the

inclusion

of

some

suppliers’

employees

in

their

collect

ive

bargaining

agreements.

If

labour

organ

isation c

laims

continue

or

are

sustain

ed, t

his

could

result

in

increased

cos

ts,

greater conflict

in

the

nego

tiation

pr

ocess

and

strikes

(inc

luding

genera

l

strikes

and

strikes

by

Telecom

’s

e

mployees

and

the

contractors

and

subcontractors

’

e

mployees)

that

may adversely affect

our operations.

Moreover,

the

Argentine

gov

ernment

has

en

acted

laws

and

regulations

re

q

uir

ing

private

sector

companies to maintain cert

ain salary levels and provid

e their employees with additional bene

fits.

On

13

December

2019,

the

Arg

entine

gov

ernment

declared

a

labo

ur

emergenc

y

for

a

180

-

day

term.

In

this

c

ontext,

th

e

Argentine

g

overnment

doubled

th

e

amount

of

the

stat

utory

sev

erance

payments

payable

to

e

mployees

hired

before

13

De

cember

2019

and

dism

issed

between

13

December 2019 and 13 Ju

ne 2020. The layoff prohibition was ex

tended pursuant to Decree No.

528/20

and

Decr

ee

No.

9

61/20.

D

ec

ree

No.

39/21,

i

n

effect

until

27

April

2

021,

extended

the

40

prohibition

of

dismissals

w

ithout

just

cause

or

based

on

lack

or

reduct

ion

of

work

and

force

majeure,

as

well

as

the

proh

ibitions

to

suspensions

for

e

conomic

reasons,

exc

ept

fo

r

sus

pensions

made

u

nder

the

terms

of

Section

223

bis

of

the

Labour

C

ontract

Law

(agre

ements

between

employers

and

e

mployees

later

approved

by

t

he

Minis

try

of

Labour,

made

either

i

ndividually

or

collectively

with

the

purpos

e

of

suspendin

g

employment

for

lack

or

reduction

of

w

ork

due

to

n

o

fault from the empl

oyer), which are not

affected by the

prohibition.

Likewise,

D

ecree

No.

39/21

exten

ded

the

occupation

al

emergency

until

31

December

2021

in

cases

of

d

ismissals

withou

t

j

ust

c

ause,

and

granted

the

affecte

d

w

orker

the

right

t

o

r

eceive

a

double

s

everance

payment,

with

a

cap

of

$

500,000

in

exc

ess

of

what

wou

ld

h

ave

be

en

the

regular

sing

le

severance payment.

The

occupational emergency

was

further

extended

by

Decr

ee

No.

886/21 through

30

June

2022. Decree

8

86/21 al

so provides

th

at double

severanc

e

p

ayments

will be progressively red

uced until they are

effectively finalized i

n June 2022.

However, under

the provisions of

Section 5

of Decrees No.

6

24/20,

761/

20 and

891/20, contracts

entered

into after

the

entry into

force of

Decr

ee

No. 34/19,

ar

e

not

affected

by

the

aforeme

ntioned

provisions.

The

Argenti

ne

govern

ment

may

adopt

new

measures

that

d

etermine

sa

lary

increases

or

additional benefits

for workers, and

workers

and their unions

may press

ure employers to co

mply

with such measures. Any salary increase or additional benefit

could result in an increase in costs

and

a

decrease

in

t

he

results

of

the

operations

of

Argentine

companies,

incl

uding

those

of

Telecom.

Further,

future

ex

tensions

of

the

prohibitio

n

of

layoffs

and

dismiss

als

due

to

forc

e

majeure

or

lack

of

or

decreased

work

or

the

dup

lication

of

the

statutory

severanc

e

payme

nts

to

dismissed

emp

loyees

may

affect

the

efficiency

of

Tele

com’s

employe

es

and

therefore

its

c

osts

and results of operati

ons.

Telecom

is

or

may

be

involv

ed

in

legal

and

regulato

ry

proceedings

that

could

result

in

unfavourable decision

s and financial penalties

for Telecom.

Telecom

is

a

party

to

a

number

of

legal

and

r

egulatory

proceedings,

some

of

which

have

been

pending for

severa

l years

. We

cannot

be

cer

tain

that t

hese cl

aims w

ill be

resolved

in

our favour.

Responding

to

the

demands

of

litigation

claims

a

nd

responding

to,

or

initiating

proceedin

gs

against, regulatory bo

dies may divert

management

’s time attention a

nd financial resourc

es.

For

ex

ample,

Argentin

e

la

w

ince

ntivises

individuals

to

pursue

employ

ment

-relat

ed

litigation

and

certain

j

udicial

rulings have

created

a negative

prece

dent

in these

matters and

cou

ld

increase our

labour c

osts.

Telecom

is a

lso

exposed

to

emp

loyment

-related

claims

of

empl

oye

es

of s

uppliers,

contractors and commercia

l agents claiming direct or in

direct responsibility of Telec

om based on

a broad interpretat

ion of the rules

of labour l

aw.

Further,

cust

omers an

d

consumers

’

tr

ade

u

nions

h

ave

in

th

e

past initiated

different

claims

agains

t

us regarding

a

lleged improperly

billed charges.

Althou

gh

we have

taken certain

ac

tions

to reduce

risks

in

connection

with

these

claims,

we

cannot

ass

ure

that

n

ew

claims

wi

ll

not

be

filed

against

us in the future.

Telecom

has

in

the

past

been

subj

ect

to

technical

sanc

tions

from

regulatory

bodies,

mainly

rel

ated

to

the

delay

in

repairing

defective

lines,

installing

new

lines

and/or

serv

ice

fai

lures.

Although

sanctions

are

appealed

in

t

he

administrat

ive

stage,

if

t

he

appeals

are

not

resolve

d

in

our

f

avour

in adm

inistrative

or

judicial

stage

or

if

they

are

resolved

for

amoun

ts

larger

than

those

recorded,

these pr

oceedings

could

have

an a

dverse

effect

on our

financial

condition,

results

of

our

operations and cas

h flows.

As

of

31

December

2021,

Teleco

m

recorded

prov

isions

that

we

estimate

are

sufficient

to

cover

contingencies

cons

idered

probable.

How

ever,

Telecom

may

face

increased

risk

of e

mployment,

commercial, regulatory,

tax, consumer trade

u

nion and

customers’ proceed

ings, among others. If

this

occurs

,

we

ca

nnot

gua

rantee

that

those

proceedings

w

ill

not

have

an

advers

e

effect

on

our

results of operations an

d financial condition.

41

The

enforcement

of

the

Law

for

the

Promotion

of

Registered

L

abour

and

Prevention

of

Labour Fraud may ha

ve a materi

al adverse eff

ect on us.

The

Law

for

the

Promotion

of

Registered

Labo

ur

and

Prevention

of

Labour

Fraud

(

L

ey

de

Promoción del Trabajo

Registrado y Prevención del Fraude Laboral

)

, among other things,

establishes

a

Public

Record

of

Employers

subject

to

L

abour

Sanctions

(

“Repsal”)

and

defines

a

series

of

labour

and

social

security

infringeme

nts

as

a

result

of

which

an

employer

sha

ll

be

included in the Reps

al.

The

employers

included

in

the

Repsal

ar

e

subject

t

o

sanctio

ns,

su

c

h

as:

th

e

inability

to

access

public

programs,

benefits,

s

ubsidies

or

cre

dit

fr

om

state

-owne

d

banks,

the

inability

to

enter

into

contracts and

licenses of property owned by

the Argentine government, or the

inability to

participate

in

the

a

warding of

concessi

ons

of

public

services

and

licenses. Employers

that commit

the

sam

e

infr

ingement

for

which

they

were

added

to

the

Reps

al

w

ithin

a

3

-ye

ar

period

aft

er

the

final

first

d

ecision

imp

osing

sanctions

cannot

deduct

fr

om

the

I

ncome

Tax

the

expenses

relat

ed

to

their

employees

while

such

employer

continues to

be

included

in

t

he

Repsal.

This

new

regulation

a

pplies

to

both

T

elecom

and

its

contractor

s

and

subco

ntractors,

whos

e

employees

could initiate claims ag

ainst Telecom for

direct or indirect res

ponsibility.

As

of

the

date

of

the

Com

pany’s

Annual

Re

port,

T

elecom

has

no

sanctions

registered

in

the

Repsal.

However,

if

s

anctions

are

applied

in

the

f

uture,

they

coul

d

have

a

signific

ant

impact

on

Telecom’s financial p

osition, result of operat

ions and cash flows

.

A

cyberattack,

could

adversely

affect

our

busin

ess,

balance

sheet,

results

of

operations

and cash flow.

In

ge

neral,

information security

risks ha

ve i

ncreased in

recent years

as a

result of

the proliferation

of new and more sophisticated technologies and also

due to cyberattack activities. As part of our

development

and

initiatives,

more

equipment

and

systems

have

been

connected

to

the

Internet.

We also

rely on digital technology, including information systems to process financial and

operational

informat

ion.

Du

e

to

the

nature

of

our

business

and

the

gre

ater

access

ibility

allowed

through

the In

ternet co

nnection,

we cou

ld face

an incr

eased risk

of

cy

berattacks.

In the

event

of

a

cyberatt

ack,

T

elecom

could

experience

an

interruption

of

its

comm

ercial

o

perations,

m

ateri

al

damage and loss of custom

er information; a substantia

l loss of income, suffering res

ponse costs

and other economic losses; and it could subject us to more regulation and litigation, affecting our

reputation.

As

a

result,

a

cyberattack

could

advers

e

ly

affect

our

bus

iness,

resul

ts

of

operations

and financial condition.

Also,

durin

g

2020,

the

new working

methodo

logy

an

d

the

exponentia

l

growth of

th

e

digita

l

collection

channe

ls

r

esulting from

t

he

COVID

-19

isolation, required

the implementation of

sev

er

al

measures

i

n

order

to

grant

s

ecurity

in

virtual

operations, whi

ch

were

all

imp

lemented

succes

sfully.

Although

Te

lecom

h

as

ad

opted,

a

nd

con

tinues

to

a

dopt,

all

required

measure

s

to

ensure

the

proper

f

unctioning

of

i

ts

operatin

g

sys

tems,

as

we

ll

as

to

en

sure

its

customers

’

i

nformation,

no

assurance can

be

given

that

it

will no

t be

subject

to a

ny cy

berattacks t

hat could

advers

ely affect

our business and resu

lt of operations.

As

of

the

date

of

the

Company’s

Annual

Report,

T

elecom’s

insurance

policy

does

no

t

cover

damages caused by cy

berattacks and other s

imilar events.

Environmental

risks,

climate

change

legislation

or

r

egulations

restricting

emissions

of

greenhouse

gases

(“GHGs”

)

and

legal

frameworks

promot

ing

an

increase

in

the

participation of

energies

from renewabl

e sourc

es could

significantly impact

our

business

and result in increa

sed operating co

sts.

In

Dec

ember

1

993,

Ar

gentina

approved

the

United

Nations

Fra

mework

Conventi

on

Climate

Change

(“UNFCCC”)

through

Law

No

.

24,295.

The

UNFCCC,

which

bec

am

e

effective

on

21

March 1994, de

als with

the stabilisat

ion of GHG

concentrations

in the at

mosphere

at a leve

l that

would prevent dangerous

anthropogenic

interference with the c

limate system.

42

On

16

February

2005,

the

Kyoto

Protocol

to

the

UNFCCC

(“Prot

oc

ol”)

entered

into

forc

e.

This

Protocol,

which

deals

with

the

reduction

of

certa

in

GHG

s

(c

arbon

di

oxide,

methane,

nitrous oxide,

hydrofluorocarbons

,

p

erfluoroc

arbons

and sulphur

hexafluoride) in

the

atmosph

ere, was

effec

tive

until 2020 as a consequ

ence of t

he ratification

of the Doha Amend

ment to the Prot

ocol.

Argentina

approved

the

Protocol

through

Law

No.

25,438

on

20

June

2001,

and

the

Doha

Amendment through

Law No. 27,13

7 on 29 April 201

5.

The

2015

Un

ited

Nations

Climate

Change

Conference

adopted

by

co

nsensus

the

Paris

Agreement, which is known

to be the successor of the Protocol. The Paris Agree

ment deals with

GHG

emission

reduction

measures,

targets

to

limit

global

temperat

ure

i

ncreases

and

re

quires

countries

to

review

an

d

“represent

a

progres

sion”

in

their

intended

n

ationally

determ

ined

contributions.

Coun

tries ag

reed

they will

aim to

achi

eve the

long

-t

erm go

al to

limit

global warming

to

be

low

2°C

above

pre-

industrial

leve

ls,

and

pursue

efforts

to

further

limit

the

temperat

ure

increase to 1.5°C. On

5 October 2016, the country adherence threshold for

the entry into force of

the

Paris

Agreement

wa

s

achieved

.

International

treaties

together

w

ith

in

creased

pu

blic

awareness

rela

ted

to

c

limate

change

may

r

esult

in

increased

reg

ulation

to

r

educe

or

mitigate

GHG

emissions

.

Under

Fe

deral

Law

No.

27,270

,

dated

1

September

2016,

Arg

entina

a

pproved

the Paris Agreeme

nt.

Furthermore, Argentine Law No.

26,190, as amended and

supple

mented by Law

No. 27,191 and

its

implement

ing

decrees,

established

a

legal

frame

work

which

promotes

an

increase

in

the

participation of energ

ies from renewable so

urces in Ar

gentina’s electricity mark

et.

Pursuant

to

L

aw

No.

27,191,

by

3

1

Decemb

er

2017,

8%

of

the

electric

energy

consume

d

in

Argentina must

come from renewable

sourc

es

.

By 31

December

2025

the required percentage i

s

20%. The law sets five stages

to achieve the final goal: (i) 8% by 31 Dece

mber 2017; (i

i) 12% by

31

D

ecember 2019;

(i

ii)

16% by

31 December

2021; (iv)

18% by

31

December 2023;

and (v)

20%

by 31

December

20

25.

Within

th

is fram

ework,

the

Arg

entine

government

launched

the

Renov

Ar

programs.

As

of

31

December

2018,

201

9

an

d

2020,

electric

energy

originated

from

renewable

sources

represented

4.

6%,

8.2%

and

9.7%

of

the

total

deman

d,

respectively,

according

to

the

data released by the Arge

ntine govern

ment.

Compliance w

ith lega

l and regulat

ory chang

es relating

to climate ch

ange, in

cluding those

resulting from the implementation of international treaties, may in the future

increa

se our costs to

operate

and

ma

intain

T

ele

com’s

fac

ilities,

install

new

emission

controls

on

T

ele

com’s

faci

lities

and

administer

and

manage

any

GHG

emissions

program.

More

s

tringent

environmental

regulations

can

result

in

the

imposition

of

costs

associated

with

GHG

emissions,

either

thr

ough

env

ironmental

a

gency

requirements

re

lating

to

mitigati

on

initiatives

or

throu

gh

other

regul

atory

measures such

as GHG emissions

taxation and market creation of

limit

ations on

G

HG emissions

that have the p

otential to i

ncrease Telec

om’s operatin

g costs. Revenu

e

generati

on and strat

egic

growth

opportunities

m

ay

a

lso

b

e

adv

ersely

af

fected.

Any

long

-term

material

adverse

effect

on

the

telecommunica

tions

industr

y

could

adversely

a

ffect

the

financial

and

operational

as

pects

of

our business, which w

e cannot predict wi

th certai

nty as of the d

ate of Annual Rep

ort.

Telecom

and/o

r

its

m

anagers

are

subject

to

environment

al

and

safety

regu

lations

w

hose

non

-compliance could result

in increased cost

s and/or penaltie

s for its man

agers.

Some

of

the

goods

and

fac

ilities

use

d

in

Te

lecom’s

operation

are

subjec

t

to

federal,

provincial

and

municipal

environm

ental

and

safety

regu

lations.

If

such

r

ules

are

not

adequately

comp

lied,

they

could

result

in

fines,

po

tential

delays

or

inability

to obtain

authorization

for Telecom’s

facilitie

s

and

o

perations

which

could

have

an

adverse

effect

in

our

business,

but

also

could

res

ult

in

penalties

for

T

elecom’s

managers.

In

addition,

acc

ording

with

g

lobal

trends,

new

and

s

tricter

standards may be issued, or authorities may enforce or construe exis

ting laws and regulations in

a

more

restrict

ive

manner,

which

may

force

Telecom

to

make

expenditures

or

inc

ur

increased

costs to comply with suc

h new rules.

Operational risks could

adversely aff

ect our reputa

tion and our profitability.

43

Telecom

faces

opera

tional

risks

inherent

in

its

business,

includin

g

those

resulting

from

ina

dequate

internal

processes;

fr

aud;

employee

errors

or

misconduct;

failure

t

o co

mply

with

a

pplicable

laws

and

regu

lations; the

loss, security or

improper

use

of

c

onfidential informatio

n; improper access

to

corporate

systems

;

lack

o

f

s

ufficient

skilled

resources

to

support

t

he

evol

utions

of

the

bus

iness

;

failure

to

docume

nt

transac

tions

pro

perly;

system

s

failures

(includ

ing

our

sy

stems,

the

implementation

of

corporat

e

sy

stems

and

cloud

serv

ices);

err

ors

or

failures

not

foreseen

in

th

e

foundational

proj

ects

that

Telecom

is

carry

ing

out

for

updating

its

core

s

ystems,

such

as

turnoff

legacy delays and stabilisation of deployme

nts; inadequate mana

gement of goods and materials

in

disuse

tha

t

could

become

hazardous

was

te;

failu

re

to

pres

erve

the

s

ecrecy

and

content

of

telecommunications

required

by

law;

weak

nesses

in

data

centres’

en

ergy

scheme;

excessive

dependence

on c

ertain

prov

iders with

which

a

large

n

umber o

f op

erations

are c

oncentrated

d

ue

to

t

he exclusivity

of

the

technology or

service

they provide, economic

c

onvenience or

for strategic

reasons;

among

oth

ers.

Moreover,

certain

as

sets

of

the

Company

cou

ld

be

damaged

by

acts

of

vandalism or the

ft of components or

by works of

t

hird parties on public thoroughfare

that

damage

infrastructure

that

do

not

have

a

sec

ond

s

afety

path

to

provide

the

s

ervice.

These

events

could

result

in

direct

or

indirect

lo

sses,

inaccurate

information

for

d

ecision

making,

adv

erse

legal

and

regulatory

proceedings,

te

chnical

failures

in t

he

Company’s

ability t

o

provide

its serv

ices,

damages to third parties,

and harm o

ur reputation and operat

ional effectivenes

s, among others.

Telecom

ma

intains

i

nsurance

policies

to

cover

its

main

assets,

particu

larly

its

properties. If

economic

and

financial

c

onditions

in

Argentina

were

to

deteriorate

(i.

e.

devaluation,

inflation, etc.),

the

insuran

ce

coverage

may

not

be

r

epresentative

of

the

market

value

of

the

properties which cou

ld result in losses for the

Company

.

Telecom’s

s

upp

liers

of

goods

and

services

are

contr

actually

obliged

to

co

mply

with

laws

and

regulations

(including

tax,

labour,

social

securi

ty,

anti-

corruption,

mone

y

laundering

standards, etc.).

Additionall

y,

such

suppliers

s

hall

co

mply

w

ith

a

set

of

conduct

s

tandards

,

such

as

the

Code

of E

thics and

Conduct, established

by

Telecom, and

must require

simil

ar

compliance

by

their

employees

and

su

bcontractors.

D

espite

these

l

egal

safeg

uards

and

mo

nitoring

efforts

made

by T

elecom

in

relatio

n to

its

su

ppliers,

we

canno

t ass

ur

e

you

th

at t

hey w

ill

comply

with

all

applicable

regulations.

As

a

result,

Telecom

co

uld

be

adversely

affec

ted

despite

our

contr

actual

rights to claim for comp

ensations for d

amages that suppliers

could cause to T

elecom.

Telecom

has

risk

management

practice

s

at

the

highest

levels

including

a

Risk

Management

Committee designed to detect, manage

and monitor the evolution of

risks. However, we can give

no

assurances

that

t

hese

measures

will

be

success

ful

f

or

effectively

mitigating

the

operati

onal

risks

that

Tel

ecom

f

aces

and

s

uch

failures

could

hav

e

a

mat

erial

advers

e

effect

o

n

its

results

of

operations and could h

arm its reputation.

Any

failure

by

a

st

rategic

supplier

to

com

ply

wit

h

its

legal

and

contractual

obligation

s

could

adver

sely

affect

Telecom’s

ope

rati

ons

and

any

action

o

r

restriction

by

a

f

oreign

government against a

strategic supplier

could adversely affe

ct Telecom’s re

putation.

Telecom

relies on

strate

gic suppliers

of equipment

and materials

to

provide it

with equipment

and

materials

that

it

needs

in

o

rder

to

expand

and

t

o

operate

its

business.

As

a

res

ult,

Telecom

is

exposed to

risks as

sociated with

these su

ppliers, inclu

ding restrictions

of pro

duction capac

ity for

equipment

and

materials, availability

of equipment

an

d

mater

ials,

d

elays

in

de

livery of

equipment,

materials or

services,

and

price increases.

If

these suppliers

or vendors

f

ail

to provide

eq

uipment,

materials

or

services

to

Telecom

on

a

timely

basis

or

otherw

ise

in

compliance

wi

th

the

terms

of

Telecom’s

contr

acts

with

these

sup

plie

r

s,

Telecom

could

ex

perience

disru

ptions

or

declines

in

the

qual

ity

of

its

services,

which

could

have

an

adverse

effect

on

our

rev

enues

and

resu

lts

of

operations.

Telecom’s

suppl

iers

of

goods

and

services

are

co

ntractually

obliged

to

comply

with

applicabl

e

laws

and

regulati

ons

(i

ncluding

t

ax,

labour,

soc

ial

se

curity,

anti

-corrupt

ion,

money

laun

dering

standards, etc.).

Despite

these

legal

safeguards

,

as

w

ell

as

mon

itoring

efforts

by

T

elecom,

we

cannot ensure that Teleco

m’s suppliers will comply wi

th all app

licable standards.

As a result, our

financial condition an

d reputation cou

ld be adversely af

fected.

44

The

U.S.

Congr

ess and

certain regulatory agencies

have rai

sed concerns about

A

merican

companies

purchasing

equipment

and

software

from

Chinese

telecom

munic

ations

companies

such

as

Huaw

ei,

one

of

ou

r

s

trategic

sup

pliers,

inc

luding

concerns

relating

to

alleged

violations

of intellectual property rights and

potential security

risks. The

U.S. Government is likewise urging

other

countries

to

avoid

the

o

perations

of

Chines

e

c

ompanies

in

t

heir

territory,

c

iting

concerns

regarding

p

otential

use

of

the

equipment

for

es

pionage.

O

ur

re

putation

could

be

adversely

affected if

s

uch actions or

restrictions

were

imposed on Huawei or

if the

equipm

ent and

materials

Telecom pur

chas

es from Huawei are tho

ught to pose a sec

urity risk for Teleco

m’s network.

We

cann

ot

predict

w

hether

additional

restrictions

t

argeting

Huawei,

including

restrictions

that

would

prevent Telecom

fro

m

acquiring

suppl

ies

fr

om

Huawei in

the future, will

be adopted

directly

or the impact that such res

trictions might h

ave on Telec

om’s operations.

Restrictive

covenant

s

in

Telecom’

s

outstan

ding

i

ndebtedness

may

restric

t

its

ability

to

pursue its busines

s strategies.

Telecom

has

outstanding

financial

de

bt

that

contain

s

a

number

of

restrictive

covenants

th

at

impose

s

ignificant

operating

and

financial

restrictions

and

may

limit

T

elecom’s

ability

to

engage

in acts that may be in

its long-term

best interests. Th

ese agreemen

ts governing its

indebtedness

inclu

de covenants restr

icting, among other th

ings, Tele

com’s ability to:

•

incur or guarantee ad

ditional debt;

•

enter into sale and l

easeback

transactions;

•

create liens on its assets

to secure debt; a

nd

•

merge

or

consolidate

with

another

pers

on

or

sell

or

otherwise

dispose

of

all

or

substantially all of its as

sets.

A breach

of a

ny

covenant c

ontained

in the

indentures

governing Tel

ecom’s

notes or

the

agreements governing any of its

other indebtedness could result i

n a

defaul

t under

those

agreements.

If

a

ny

s

uch

default

occurs

,

the

holders

of

suc

h

indebtedness

may

elect

(aft

er

the

expiration of any applicable notice or grace periods) to declare all outstanding amounts, together

with accr

ued

and

unpaid

interest

and

other

amounts

p

ayable there

under,

to

be

immed

iately

due

and payable.

If any of Telecom’s debt,

including its notes

, were to

be accelerated, its assets may

not

be

s

ufficient

to

repay

in

full

that

debt

or

any

ot

her

debt

that

m

ay

become

due

as

a

result

of

that acceleration.

We

may

be

adversely

affecte

d

by

changes

in

LIBOR

reporting

practic

es

or

the

method

in

which LIBOR is determin

ed or fluctuations in

interest rate

s.

In

2017,

the

United

K

ingdom

Financ

ial

Conduct

A

uthority

(the

“FCA”),

wh

ich

regula

tes

the

London

Interbank

Offered

Ra

te

(“LIBOR”),

anno

unced

its

int

ention

to

phase

out

L

IBOR

by

the

end

o

f

2021. On 5

March

2021, the

FCA anno

unced that

all LIBOR

tenors

will cease t

o be

published or

will no

longer be rep

rese

ntative after 30

J

une 2023.

The FCA’s announcement coincides with

the

announcement

of

LIBOR’s

administrator,

t

he

ICE

Benchmark

Admi

nistration

Limited

(the

“IBA”)

indicating,

on

5

March

202

1,

that

as

a

r

esult

of

not

h

aving

acces

s

to

input

data

necessary

to

calculate

LIBOR

ten

ors

on

a

representative

bas

is

after

30

June

20

23,

it

would

have

to

c

ease

publication

of

such

LIBOR

tenors

aft

er

30

June

2

023.

These

an

nouncements

imply

that

any

of

Telecom’s LIBOR

-bas

ed borrowings

that extend beyo

nd 30 June 2023 w

ill need to be co

nverted

to

a

replaceme

nt

r

ate.

In

t

he

United

States,

th

e

Alternative

Refere

nce

Rates

C

ommittee

(the

“ARRC”),

a

committee

of

private

sector

e

ntities

with

ex

-officio

official

sector

members

convene

d

by

the

Federal

Reserve

Board

an

d

the

Federal

Reserv

e

Bank

of

New

Y

ork,

rec

ommended

th

e

Secured

Overnight

F

inancing

Rat

e

(“SOFR”)

plus a

recommended

sprea

d

adjustment

as

LIBOR’s

replacement.

Th

ere

are

si

gnificant

differe

nces

betwe

en

LIBOR

and

SOFR,

suc

h

as

(i)

LI

BOR

being

an

unsecured

lending

r

ate

and

SOFR

a

secured

le

nding

rate,

and

(ii)

SOFR

being

an

overnight

rate

while

LI

BOR

reflects

term

rates

at

di

fferent

maturities.

A

tra

nsition

away

from

an

d/or

changes

to

the

LIBOR

be

nchmark

interest

rate

cou

ld

advers

ely

affect

our

business,

financ

ial

condition,

liquidity

and

res

ults

o

f

o

perations.

If

Telecom’s

or

o

ur

LI

BOR

-base

d

borrowings

are

converted

to

SOFR,

th

e

differences

between

L

IBOR

a

nd

SOFR,

plus

the

recommende

d

spread

adjustment, could result in interest cos

ts that are higher than if LIBOR remai

ned available, which

45

could

have

a

materia

l

adverse

effect

on

our

operatin

g

results.

Although

S

OFR

is

the

ARR

C’s

recommended

replac

ement

rate,

it

is

also

pos

sible

that

lenders

may

instead

choos

e

alternative

replacement

r

ates

that

m

ay

differ

fr

om

LI

BOR

in

way

s

si

milar

to S

OFR

or i

n

other

ways

that

would

result in

higher

interest c

osts

for Teleco

m or

us. It

is

not y

et poss

ible to

predict

the

magnitude

of

LIBOR’s

end

on

T

elecom’s

or

our

borr

owing

c

osts

g

iven

the

remain

ing

uncert

ainty

about

which

rates

will replace

LI

BOR.

Any of

these

proposals or

co

nsequences could

have

a material

a

dverse

effect on Tele

com

’s or our financ

ing costs.

As

of

31

Dec

ember

2021,

$

90

,828

million

of

Teleco

m’s

o

utstanding

debt

was

i

ndexed

to

the

LIBOR,

and

set

to

mature

after

30

June

20

23, t

he

proposed

LIBOR

cessat

ion

date.

In

the

event

of

the

continued

or

permanent

unavailab

ility

of

LIBOR,

we

expect

Teleco

m

to

enter

into

negotiations

with

its

credito

rs

to

agree

to

an

alternativ

e

interest

rate

or

an

alternative

basis

for

determining the interes

t rate in its credit fac

ilities.

Additionally,

we

are

exposed

to

t

he

fl

uct

uations

of

the

interest

rat

es

a

pplicable

to

our

a

nd

Telecom’s i

ndebtedn

ess

indexed to

vari

able

interes

t

rates.

We or

Te

lecom ma

y also

incur

additional

variable-

rate d

ebt

in th

e fut

ure. Increas

es

in

interest

rates

on

variable

-

rate

debt

would

increase the Co

mp

any’s interest expens

e, which would ne

gatively affect our fi

nancial costs.

Telecom

m

ay

b

e

unable

to

refinanc

e

its

outstanding

indebtedness,

or

th

e

refinancing

terms

m

ay

be

materially

less

favourable

than

their

current

term

s,

whi

ch

would

h

ave

a

material adverse effe

ct on our busines

s, financial condit

ion and results of o

perations.

In

2021,

Telecom

ref

inanced

a

portion

of

its

outstand

ing

financia

l

debt

maturing

in

2022 an

d

2

023.

However,

th

ere

is

no

assur

ance

that

Telecom

will

be

able

t

o

extend

the

maturi

ty

or

otherwise

refinance

its

outstandin

g

indebtedness,

or

that

it

m

ay

be

required

to

agree

t

o

refinancing

terms

that

may be

materi

ally

less favourable

than

the

terms of

its

current l

oans and

notes.

Any

amendment to

or r

efinancing of

Telecom’s

indebtedness

could result

in higher

interes

t rates and

may require

Telecom

to co

mply with

more

burdensom

e restrictive

covenants,

whic

h may h

ave a

material

adverse

effect

on

our

business,

the

ab

ility

of

Telecom

to

meet

its

payme

nt

obl

igations,

its financial condition,

and results of op

erations.

If Telecom is unable to refinance its debt in

favourable terms, it may be forced to reduce or delay

capital

exp

enditures

or

researc

h

and

development

expenditur

es,

seek

additional

equity

capital,

restructure

its

debt,

c

urtail

or

eliminate

its

cash

dividend

to

stockholders,

or

sell

assets.

Non

-

payment

of

Te

lecom’s

obl

igations

or

any

other

defau

lt

under

a

ny

of

Te

lecom’s

debt

instru

ments

could, in

turn, res

ult in

a d

efault a

nd acc

eleration o

f its

other

outstanding

debt

obl

igations, w

hich

would

have

a

furt

her

material

advers

e

effect

on

T

elecom’s

busin

ess,

the

abili

ty

to

meet

its

payment obligations

, financial condition,

and results of operat

ions.

Risks Relating to O

ur Shares and GDSs

The

U.K.

Listing

Authority

(“UKLA”),

th

e

Lo

ndon

Stock

Exchange

(“

LSE”)

and/or

the

Buenos Aires

Stock Exchange (“BYMA”)

may suspend trading

and

/or

delist our GDSs

and

Class

B

common

shares,

respectively,

up

on

occurrence

of

ce

rtain

events

relating

to

our

financial situation or com

pliance with ong

oing r

egulatory obligations

.

The

UKL

A,

the

LSE

and/or

the

BY

MA

may

suspend

and/or

cancel

the

listing

of

our

GDSs

and

Class

B

comm

on

shares,

res

pectively,

in

certa

in

circumstances,

including

upo

n

the

occurr

ence

of

certain

events

relating

to

our

financial

situation

or

compliance

with

on

going

regulatory

obligations.

The UK

LA

and t

he

LSE

may

in the

ir s

ole disc

retion

determine

the

suitabil

ity for

co

ntinued

listing

and

admission

to

trading

of

our

GD

Ss

in

the

ligh

t

of

a

ll

pertinen

t

facts.

Some

of

the

factors

that

may

subject

a

company

to

s

uspension

a

nd

potent

ial

delist

ing

procedures,

include,

inter

al

ia

,

(i)

failure

to

comply

with

continu

ing

obligati

ons

set

out

in

the

U.

K.

Listing

Rules

(such

as

the

requirement

to

m

aintain

a

“free

float”

of

at

least

10

per

c

ent),

and

(ii)

an

i

nability

to

acc

urately

assess

the financial

position

of the

company

and

inform

the m

arket accord

ingly.

The UKLA

and

the LSE

may

also

suspend

and

ultimately

cancel

a

company’s

listing

if

they

determine

that

such

46

action

is

necessary

to

protect

investors

with

a

view

t

o

mai

ntaining

a

pr

oper

function

ing

of

t

he

market.

We

cannot assure

you

that

the UKLA,

th

e

LSE and/or

t

he

BYMA

will not

c

ommence any

suspension

or

delisting

procedures

in

light

of

our

financial

situation

or

failure

to

comply

with

ongoing

regulatory

obligati

ons.

A

delistin

g

or

sus

pension

of

trading

of

our

GD

Ss

or

C

lass

B

common shares by

t

he UKLA,

the LSE and/or the

B

YMA, respectively, could

advers

ely

affect our

results of

operat

ions and financial conditions and

cause the market value of

our GDSs and Class

B common shares to

decline.

In

addition,

a

delisting

or

suspension

of

trading

of

T

elecom’s

ADSs

or

Class

B

c

ommon

shares

by the New York Stock Exchange and/or the BYMA, respectively, could also advers

ely affect our

results of

operat

ions and financial conditions and cause the ma

rket value of our GDSs and

C

lass

B common shares to

decline.

Under Argentine

corporate law,

sharehold

er rights

may be fewe

r or les

s well def

ined than

in other jurisdictions.

Our

c

orporate

af

fairs

are

gov

erned

by

our

bylaws

and

by

Ar

genti

ne

corporate

law,

which

differ

from

the corporate regulatory framework

that would

ap

ply

if we

were incorporated in

a jurisdiction

in the United Kingdom or in other jurisdictions outside Argentina. Thus, your rights under

Argentine

c

orporate

law

th

at

prot

ec

t

shareholders’

int

erests,

especially

in

relatio

n

to

actions

by

our

Board

of

Directors

may

be

fewer

and

less

well

defined

tha

n

under

the

laws

of

those

other

jurisdictions.

Although

insider

trading

and pr

ice

manipulat

ion are

illegal

under

Arge

ntine law

, the

Argentine securities m

arkets may not

be as highly regulate

d or supervised as

the U.K. securities

markets

or

markets

in

othe

r

j

urisdictions.

In

additio

n,

r

ules

and

policies

against

self

-dealing

and

regarding

the

preservatio

n

of

s

hareholder

interests

may

b

e

less

well

defined

and

enforc

ed

in

Argentina than

in the U

nited

Kingdom, or

other jurisdic

tions outsid

e Argentina,

putting hol

ders of

our Class B Shares and G

DSs at a potent

ial disadvan

tage.

Changes

in Argentine

tax

laws may

adver

sely

affect the

tax treatment of

our Shares

and/or

the GDSs.

In

September 2013, the

Argentine

income tax

law was

amended by

Law No.

26,893

(the

“Argentine

Inco

me

Tax

La

w”).

The

Argentine

I

ncome

Tax

Law

provides

th

at

the

sale,

exchang

e

or other transfer of shares and other

securities is subject to a capital gain tax at a rate of 15% for

Argentine resident individuals and foreign beneficiari

es.

In addition, Pursuant to Law No. 26,893,

capital gains obtained by

non

-Argentine residents from the sale, exchange or other disposition of

shares

and

other

equity

interests,

bonds

and

other

securities

of

Argentin

e

companies

were

subject to

capital gains tax until

December 30, 2017,

even if

those

tran

sact

ions were

entered

into

between non-residen

ts.

Until

the

enactment

of

Law

No.

27,430

,

i

n

force

s

ince

fiscal

year

20

18,

there

was

an

exempti

on

for Arge

ntine r

esident

individuals

if

certain

requiremen

ts

were

met. H

owever,

ther

e was

no

such

exemption

for

no

n-Argent

ine

res

idents.

F

or

transac

tions

made

until

31

D

ecember

2017,

many

aspects

of

th

e

Argentine

Income

Tax

Law

as

they

apply

to

the

holding

and

sale

of

G

DSs

still

remain

unclear

and

they

were

subject

to

further

regulation

and

interpr

etation

wh

ich

may

advers

ely

affect the

tax tr

eatment

of o

ur Shares

underlyin

g GDSs

and/or G

DSs. Th

e

income

tax treatme

nt

of

income

deriv

ed

from

th

e

sale

of

GD

Ss

or

exc

hanges

of

shares

from

the

G

DS

fac

ility

may

not

be

unif

orm

u

nder

t

he

revis

ed

Ar

gentine

Income

Tax

Law.

T

he

pos

sibly

varying

treatment

of

th

e

source of i

ncome could impact both Argentine resident holders as well

as non-Argentin

e resident

holders.

Law

N

o.

27,430

requires

the

capital

ga

ins

t

ax

to

be

paid

for

transactions

carri

ed

out

between

September 2013 (wh

en tax

ation on the s

ale of shares

for non

-r

esidents was i

ntroduced) and th

e

effective

dat

e

of

th

e

tax

reform,

prov

iding

t

hat

no

tax,

however,

will

be

due

for

stock

exchange

transactions

as

long

as

t

he

tax

has

n

ot

yet

b

een

paid

due

to

the

lack

of

re

gulations

for

th

e

withholding or collectio

n by the stock exc

hange agents

or intermediaries.

47

Consequently,

holders

of

our

Class

B

Shares,

including

in t

he f

orm

of G

DSs,

are

encouraged

to

consult t

heir

tax

advisors

as

to

the

part

icular

Argentine

income

tax

c

onsequences

of

owning

our

Shares or the GDSs.

Our sharehold

ers may be

subject

to

liability und

er Argentine

law for

certain

votes of

their

securities.

Under Argentine law,

a shareholder’s liability

for losses of

a company is

limited to the

va

lue of

his

or her shareholdings i

n the company. How

ever, shareholders

who have a conf

lict of in

terest w

ith

us and

who

do n

ot absta

in

from votin

g at

the

respective s

hareholders’

meeting

may

be lia

ble for

damages

to

us,

but

o

nly

if

the

transaction

would

not

have

been

approv

ed

without

s

uch

shareholders’

votes.

F

urthermore,

shareho

lders

who

wilfully

or

ne

gligently

vote

in

favour

of

a

resolution that is subse

quently declared void by

a court as contrary to t

he law or our by

laws may

be

held

joi

ntly

and

sever

ally

liabl

e

for

damages

to

us

or

to

other

th

ird

parties,

i

ncluding

other

shareholders.

The

price

of

our

Cla

ss

B

Shares

and

t

he

GDS

s

may

fluctuate

substanti

ally,

and

your

investment may de

cline in value.

The trading

price

of o

ur C

lass

B Shar

es is

likely

to be

hig

hly volatil

e and

may

be

subject to

wide

fluctuations

in

response

t

o

various

f

actors,

many

of

which

are

beyond

our

control.

Price

fluctuations

ar

e

explained

mainly

by

the

devaluation

of

t

he

Argentine

peso,

Argen

tina’s

macroeconomic cr

isis and the effects of t

he COVID 19

pandemic and post

-p

andemic recov

ery.

Other factors affecting t

he price of

our GDSs inc

lude:

•

Fluctuations in the valu

e of Telecom’s shares

;

•

fluctuations in our and

/or Telecom’s p

eriodic operating

results;

•

changes in financial

estimates, recomm

endations or proj

ections by securities

analysts;

•

changes in conditions or tr

ends

in Telecom’s indus

try;

•

events affecting equities

markets in the cou

ntries in w

hich we operate;

•

legal or regulatory

measures affecting our an

d/or Telecom’s f

inancial conditio

ns;

•

departures of our and/or T

elecom’s ma

nagement and k

ey personnel; or

•

potential litigat

ion or the adverse resol

ution of pending lit

igation against us

or our

subsidiaries.

The stock markets in g

eneral have experie

nced extreme pr

ice and volume fluctu

ations that have

often

b

een

u

nrelated

or

disproportion

ate

to

the operating

perform

ance of

the

com

panies

involved.

We

cannot

assure

you

t

hat

trading

pr

ices

an

d

valuations

will

be

s

ustained.

These

broad

market

and

industry

factors

may

m

aterially

adversely

aff

ect

the ma

rket

price

of ou

r

Shares

and

the

GDSs,

regardless

of

our

o

perating

performan

ce.

Market

flu

ctuations,

as

well

as

gene

ral

pol

itical

and

economic

c

onditions

in

the markets

in

wh

ich

we operate,

such

as

recess

ion

or

curr

ency

ex

change

rate fluctuations, may al

so adversely affect the

market price of our

Shares and the GDSs, as

well

as

those

of

Telecom,

which

would

also

affect

o

ur

es

timates

of

r

ecoverability

of

Telecom’s

long

live assets. In particular, currency fluctuations coul

d impact the value of an investment in us or in

Telecom.

A

lthough

our

GDSs

listed

on

the

L

ondon

Stock

Excha

nge

a

re

GBP-denominated

securities a

nd T

elecom’s

ADSs

listed

on the

New

York

Stock

Exchange are

U.S. dollar

-

denominated sec

urities,

they do

not eli

minate the

curre

ncy risk

associated

with an

investme

nt in

an Argentine company.

Future

s

ales

of

substant

ial am

ou

nts

of our

Class

B

Shares and

GDSs, or

the perception

t

hat

s

uch

future sales may occ

ur, may depress the price

of our Class

B Shares and GDSs.

Following

periods

of

vo

latility

in

the

market

price

of

a

company’s

securities,

that

company

may

often be

s

ubject to securities class-action litigation.

Thi

s kind

of litigation

may result in

s

ubstantial

costs

and

a

diversion

of

management

’s

attentio

n

and

resources

,

which

would

have

a

mater

ial

adverse effect on our b

usiness, results of opera

tions and fina

ncial conditi

on

.

48

Restrictions

on

transfers

of

foreign

exchange

and

the

repatriation

of

capital

from

Argentina

may impair your ability

to

receive

dividend

s and

distribu

tions on, and

the proceeds of any

sale of, the Class B

Shares underl

ying the GDSs.

On

1

September

2019,

the

Argentine

governm

ent

issued

Executive

Decree

No.

609/19

(as

amended)

wh

ich,

inter

a

lia,

reinstated

certa

in

fore

ign

currency

ex

change

restric

tions,

most

of

which had

been pr

ogressiv

ely repealed

as from

2015.

Decree

No. 60

9/19 was

fu

rther r

egulated,

amended

and

com

plemented

by

several

regu

lations

issued

by

the

BCRA

(i

ncluded,

but

not

limited

to,

C

ommunication

“A”

6844,

as

further

am

ended,

supplemented

an

d

restat

ed).

Since

then,

the

Argentine government imp

lemented monetary

and foreign

exchange control measures

that

included

restrictions

on

the

transfer

of

funds

abroad,

i

ncluding

dividends,

without

prior

ap

proval

by the BCRA or fulf

ilment of certain requ

irements.

In

line with

the restrictions

t

hat

were i

n

place in

the

past, the

BCRA issued

new regulations

setting

forth

certa

in

lim

itations

on

the

flow

o

f

fore

ign

curre

ncy

into

and

fr

om

th

e

Ar

gentine

foreign

exchange

market,

aimed

both

at

generating

econ

omic

stability

and

supporting

the

country’s

economic recovery.

On

30

Apri

l

2020,

t

he

BCR

A

issued

Communication

“A”

7001

(as

amende

d

by

C

ommunication

“A”

7030

and

Co

mmunication

“

A”

7042

and

as

further

amended

and

sup

plemented

from

time

to

time)

Commun

ication

“A”

7001

settin

g

forth

cert

ain

li

mitations

on

t

he

transfer

of

securities

into

and

f

rom

Argentin

a.

Pursuant to

Co

mmunication “A”

7

001

access to

th

e

Argentine foreign

exchange

market

for

the

purc

hase or

transfer

of fore

ign

currency

abroad

(for

any

purpose)

sha

ll

be

s

ubject

to

BCRA’s

prior

approval,

if

the

individua

l

or

entity

seeking

acces

s

to

the

Arg

entine

foreign ex

change

market

has

sold

securities

wh

ich set

tled

in f

oreign c

urrency

or

transferred

any

such

securities

to

foreign de

positari

es

during

the

immediately

preceding 90

c

alendar

days.

Further,

Com

munication

“A”

7001

sets

forth

th

at

t

he

individua

l

or

entity

must

undertake

not

to

perform

any

s

uch

sale

or

transfer

during

th

e

succeeding

90

days

af

ter

such

access.

In

these

cases,

the

Depos

itary

for

the

GDSs

may

hold

GD

S

holders

’

Argentine

Pes

os

and

may

cannot

convert them into fore

ign curr

ency.

In

a

ddition, Communication “A”

7106 placed

certain restrictions

on foreign

exchang

e

transactions

carried

out

by

individuals,

s

pecifically

with

re

gards

to

payme

nts

with

c

redit

car

ds

in

foreign

currency

or

with

debit

c

ards

mad

e

abro

ad.

Un

der

Co

mmunica

t

ion

“

A”

7106,

it

was

also

established

th

at

non

-residents

are

not

a

llowed

to

sell

securities

execute

d

abroad

in

the

local

stoc

k

market in exchange for fore

ign currency

.

We cannot predict

how the current restrictions on foreign transfers of

funds may cha

nge after the

date hereof

and whe

ther th

ey may

impede our

ability

to fulfi

l our com

mitments in

general a

nd, in

particular, our obligat

ions underly

ing the GDSs. In addi

tion, any future adopti

on by the Argentine

government of

restrictions to

the movement

of capital

out

of Argentina

may affect

t

he

ability of

our

foreign

sharehol

ders

and

h

olders

of

GDSs

to

ob

tain

the

fu

ll

value

of

their

Class

B

Shares

and

GDSs, and may advers

ely affect the mark

et value of the GDSs.

Trading

of

the

Compan

y’s

Class

B

Shares

in

the

Argentine

se

curities

mar

kets

is

limited

and could experience fu

rther illiquidit

y and price v

olatility.

Argentine

securities

markets

are

substant

ially

smaller,

les

s

liquid

and

more

vo

latile

than

major

securities

markets

in

the

United

Kingdom.

I

n

additio

n,

Argentine

securit

ies

markets

may

be

materially

affected

by

dev

elopments

in

other

e

merging

markets

,

particular

ly

other

c

ountries

in

Latin A

merica. O

ur

Class B

Shares

u

nderlying

the G

DSs

are

less

actively

traded

than

securi

ties

in

more

developed

countries

and,

consequently,

a

G

DS

hol

der

may

have

a

limite

d

ability

to

s

ell

the

Class B

Shares

underlying

GDSs

upon w

ithdrawal

from t

he GD

Ss

facility

in

th

e a

mount

and

at

the

price

and

time

th

at

it

may

des

ire.

T

his

limited

tr

ading

market

may

also

increase

the

pric

e

volatility of the Class

B Shares

underlying the GDSs.

Holders

of

GDS

s

may

be

adversely

affected

b

y

currency

de

valuations

and

foreign

exchange fluctuations.

49

If

the

peso

excha

nge

rate

falls

relative

to

the

U.S

.

dollar,

the

v

alue

of

the

G

DSs

and

any

distributions

made

thereon

from

t

he

depositary

co

uld

be

adversely

af

fected.

Cash

distr

ibutions

made

in

respect

of

the

GD

Ss

may

be

received

by

the

depositary

(represented

by

the

c

ustodian

bank

in

Argentina)

in

pesos,

which

wi

ll

be

converted

into

U.S.

dollars

an

d

distributed

by

the

depositary

to

the

holders

of

GDSs

if

in

th

e

judgment

of

the

dep

ositary

such

a

mounts

may

be

converted

on

a

reasonable

basis

into

U.S.

dollars

and

transferred

to

GD

S

holders

on

a

reasona

ble

basis,

subject

to

suc

h

distribution

be

ing

imperm

issible

or

impracticable

w

ith

respect

to

c

ertain

GDS holders. In addition, the depositary will incur

forei

gn currency conversion costs (to

be borne

by the

hol

ders

of t

he GD

Ss)

in c

onnection

with

the

for

eign

currency

convers

ion a

nd s

ubsequent

distribution of divid

ends or other payme

nts with respec

t to the GDSs.

The relati

ve vol

atility

and

illiquidity

of

the

Argentin

e secu

rities m

arkets

may

substan

tially

limit your ability

to sell the shares

underlying the GDSs on

the BYMA at the

price and time

desired by the shar

eholder.

Investing

in

secur

ities

that

trade

in

emerging

markets,

s

uch

as

Argentin

a,

often

involves

greater

risk

than

i

nvesting

in

securities

of

issuers

in

the

United

K

ingdom,

and

such

investments

are

generally considered to

be more speculative in nature. The

Argentine securities market is

substantially sm

aller,

less liquid, mor

e conce

ntrated

and can

be more

volat

ile than

major

securities

markets

in

t

he

United

Ki

ngdom,

and

is

not

a

s

highly

regulated

or

superv

ised

as

some

of

these

o

ther

m

arkets.

There

is al

so

s

ignificantly

greater

concentration

in

the

Argentine

securit

ies

market

t

han

in

major

secur

ities

mark

ets

in

the

United

Kingdom.

T

he

t

en

largest

comp

anies

in

terms

of

market

capitalisation

repres

ented

approxi

mately

62%

of

the

aggregate

m

arket

capitalisation

of

the

BYMA

as

of

31

December

202

1.

Accordin

gly,

a

lthough

sha

reholders

are

entitled

to

wit

hdraw

the

shares

underlying

the

GDSs

fr

om

the

depositary

at

any

t

ime,

the

abil

ity

to

sell

such

s

hares

on

the

B

YMA

at

a

pr

ice

and

time

sha

reholder

s

mig

ht

elect

m

ay

be

substa

ntially

limited.

We

are

traded

on more

th

an

one market

and

this may

result in

pric

e

variation

s;

in addition,

investors may not

be able to easily mo

ve shares f

or trading between such

markets.

The

shares

underly

ing

the

GDSs

trade

on

the

Buenos

Aires

Stock

Exchan

ge

(BYMA)

and

the

GDSs

trade

on

t

he

London

Stoc

k

Exchange

and

“Over

-The-

Counter”

in

N

ew

York,

with

substantial

differences

in

trading

volumes.

In

addition

,

the

shares

and

GD

Ss

trade

in

different

currencies

and

transac

tions

take

place

at

diff

erent

times

(res

ulting

from

different

trading

platforms

,

different t

ime zo

nes,

different

trading

days

and

different

public

holidays

in

the

United

States,

the

United

Kingdom

and

Argentina).

The

trading

pric

es

of

the

shares

u

nderlying

GDSs

and

the

GDSDs

on

these

mark

ets

diff

er

ma

inly

due

to

substantially

different

trading

volu

mes,

exc

hange

rate fluctuations an

d other factors.

The

year-end

m

arket

price

of

the

shares

underlying

o

ur

GDSs

traded

on

the

BYMA

increased

from $ 305 as of

31 Decem

ber 2019 to $ 4

23.5 as of 31 Dece

mber 2020

and to $ 600.5 as

of 31

December

20

21.

The

price

of

our

G

DSs

trading

on

th

e

Over

-The-Counter

market

in

New

York,

however, de

clined from

US$ 2.80

as of

31 December

2019 to

US$

1.83 as

of 31

D

ecember

2020,

but

increased

to

US

$

3.15

as

of

31

D

ecember

2021;

and

the

price

of

our

GD

Ss

trading

in

the

London Stock Exchange

increased from US

$ 13.11 as of 31 Dece

mber 2019 to US$ 13.2

1 as of

31

December

2020,

but

dec

lined

to

US$

1

1.30

as of

31

December

2021.

T

he

differen

c

es

betw

een

prices

on

BYMA

and

the

New

York

Over

–

The

–

Co

unter

market

are

explained

mainly

by

fluctuations in

the value

of

the Argentine

peso and

by

t

he l

imited

trading

of GDSs

in

the New

Y

ork

Over

–

The

–

Count

er

market. The

substantial

diff

erences between

thes

e prices

and

t

he

price of

the

GDSs in

th

e London

Stock Exchange are

mainly explained by the

a

lmost total

absence of trading

in the latter market.

Any decreas

e

in th

e price

of

the shares

un

derlying G

DSs

on

the

BYMA

could

cause

a

decrease

in

the

trading

pr

ice

of

the

GDSs

on

the

L

SE.

Invest

ors

could

seek

t

o

s

ell

or

buy

the

shares

underlying

G

DSs

to

take

advantage

of

any

price

differences

between

the

mar

kets

through

a

practice referred to

as “arbitrage.” Any arbitrage activity could

create unexpected volatili

ty in both

our share prices on one exchange, and t

he GDSs available for trading on t

he other exchange. In

addition, holders of GDSs

will not be immediately able

to surrender their GDSs and withdraw th

e

50

underlying

shares for

trad

ing

on

the other

mark

et

with

out effecting

n

ecessary procedures

w

ith

the

depositary. This c

ould result in time delays a

nd additional cost

for holders of GD

Ss.

If we do

not file or

maintain a registration statement and no exemption from

t

he Securities

Act

of

1933

(“Securities

Act”

)

registration is

available,

U.

S.

holde

rs

of

GDSs may

be

unable

to exercise pre-e

mptive right

s granted to our holde

rs of shares underl

ying GDSs.

Under the GCL, if we

issue new shares

as part of a capital increase,

our sharehol

ders may have

the

r

ight

to

subscribe

t

o

a

proportional

nu

mber

of

shares

of

the

same

cl

ass

to

maintain

th

eir

existing ownership percentage. Rights to subscribe for shares in these circumstances are known

as

pre-

emptive

ri

ghts.

In

addition,

shareholders

are

entitled

to

the

right

to

s

ubsc

ribe

for

the

unsubscribed

shares

remainin

g

at

th

e

en

d

of

a

pre

-emptive

rights

offering

o

n

a

pro

rata

basis,

known as accretion rig

hts.

Upon

the

occurr

ence

o

f

any

future

increase

in

our

clas

s

B

shares,

U.

S.

persons

(as

defined

in

Regulation S under the Securities Act) holding our shares underlying GDSs or our GDSs may

be

unable

to

exercise

pr

e-emp

tive

and

accretion

rights

granted

to

our

holders

of

shares

underlying

GDSs

in

connectio

n

wi

th

any future

iss

uance

of

our shares

underlying

GDSs unless

a

r

egistrati

o

n

statement under

the

Securit

ies Act

is effective with

respect to both

the pre

-emptive

rights an

d the

new

shares

underlying

GDS

s,

or

an

exemption

from

the

registration

requirements

of

the

Securities

Act is available.

We are not

obliga

ted to file or

main

tain a registration statement relating to any pre-emptive rights

offerings

with

respect

to

ou

r

shares

underlying

GDSs,

and

we

cannot

assure

that

we

will

file

or

maintain any

such r

egistration state

ment or

that an ex

emption fro

m registration

will be

availab

le.

Unless those s

hares und

erlying GDSs

or GDSs

are re

gistered or

an exempt

ion from

registration

applies,

a

U.S.

holder

of

our

shares

underlying

GDSs

or

our

GDSs

may

receive

only

th

e

ne

t

proceeds

fro

m

thos

e

pre

-emptive

rights

and

accr

etion

r

ights

if

those

r

ights

can

be

assigned

by

the

GDS

de

positary.

If

the

rights

can

not

be

sol

d,

they

will

be

allowed

t

o

lapse.

Fu

rthermore,

th

e

equity

interes

t

of

holders

of

shares

or

GDSs

located

in

the

U.S.

may

be

diluted

proportionately

upon future capital inc

reases.

We are

organi

sed under

the laws

of

Argentina and

holders of

the GDSs may

f

ind it

diff

icult

to enforce civil liability

claims against us,

our directo

rs, officers and ce

rtain experts.

We

are

organised

u

nder

th

e

laws

o

f

Arge

ntina.

A

significant

portion

o

f

our

a

nd

ou

r

subsidiaries’

assets

are

located

in

Argentina.

Furthermor

e,

almos

t

all

of

our

directors,

officer

s

and

advisors

reside in Arge

ntina. Investo

rs may

not be able

to effect

service

of process

in England upo

n such

persons

or

to

enforce

j

udgments

predicat

ed

upon

the

c

ivil

liability

provis

ions

of

Englis

h

law

against

them or

us in English courts. Likewise, it m

ay also be difficult for

an investor to enforce in

English

courts

judgments

obtained

against

us

or

thes

e

pers

ons

in

c

ourts

loc

ated

in

jurisd

ictions

ou

tside

England,

including

judgments

predicated

upon

the

civil

liability

provisions

of

Engl

ish

law.

It

may

also

be

difficult

for

an

i

nvestor

to

bring

a

n

original

action

in

an

Argentine

court

pr

edicated

upon

the civil liability provisio

ns of English law a

gains

t us or these pers

ons.

Prior

to

any

enforce

ment

in

Argentina,

a

j

udgment

issued

by

an

English

court

will

be

s

ubject

to

the

requ

irements

of

Article

51

7

t

hrough

519

of

th

e

Argentine

F

ederal

Civil

and

Co

mmercial

Procedure

Code

if

enforcement

is

sought

befo

re

federal

courts

or

courts

with

jurisdiction

in

commercial matters

of

the City

of Buenos

Aires. Those

requirem

ents are:

(1) the

ju

dgment, which

must

be

valid

and

final

in

the

jurisdiction

where

rendered,

was

issued

by

a

comp

etent

court

in

accordance

with

t

he

Argent

ine

principles

regarding

internation

al

jurisdict

ion

and

r

esulted

fro

m

a

personal

action,

or

an

in

r

em

actio

n

with

res

pect

to

personal

property

which

was

transferred

to

Argentine terr

itory durin

g or

after

the prosec

ution

of the

foreign

action;

(2)

the

defe

ndant aga

inst

whom

enforcement

o

f

the

judgment

is

sought

was

personally

served

with

the

summo

ns

and,

in

accordance

w

ith

due

process

of

law,

was

g

iven

an

opportunity

t

o

defend

against

foreign

ac

tion;

(3)

the

judgm

ent

must

be

valid

in

the

jurisdict

ion

w

here

rendere

d,

and

its

authenticity

m

ust

be

established

in

acc

ordance

with

the

r

equirements

of

Argentine

law

;

(4)

the

judgment

does

not

violate

the

principles

of

public

po

licy

o

f

Argentine

law;

and

(5)

the

judg

ment

is

not

c

ontrary

to

a

51

prior

or

simultane

ous

judgment

of

an

Argentine

court

.

Any

document

in

a

language

other

th

an

Spanish, includ

ing, without

limitation, th

e foreig

n judgm

ent and ot

her docume

nts related th

ereto,

requires

filing

with

th

e

relev

ant

court

of

a

duly

l

egalised

trans

lation

by

a

sworn

public

transl

ator

into the Spanish lang

uage.

7.CORPORATE

GOVERNANCE,

ORGANIZATION

AND

INTERNAL

CONTROL SYSTEM

Cablevisión Holding S.A.'s

Board of

Direct

ors is

res

ponsible

for the

Company's

ma

nagement and

approves

its

policies

and

overall

str

ategies.

P

ursuant

to

the

By

-

laws,

the

Board

of

Directors

is

composed

of

ten

per

manent

directors

an

d

t

en

altern

ate

directors

w

ho

are

elec

ted

at

Speci

al

Shareholders’

Meeting

of C

lasses on

an

annual

basis. At

least

four of

them

(two

permanent

and

two

alternate

members)

are

requ

ired

to

be

independe

nt

directors,

appointed

i

n

accordance

with

the requirements provi

ded under the CNV r

ules.

Members of the Boa

rd of Directo

rs

As

dec

ided

at

the

Annual

Or

dinary

Gen

eral

Shareholders’

Meetin

g

a

nd

Special

Shareholders’

Meeting

of

Class

“A”,

“B”

and

“C”

Shares

h

eld

on

April

29,

2021

and

at

the

Boar

d

of

Directors’

Meeting held on sa

id date, the Board of

Directors

is composed of t

he following me

mbers:

Bardengo, Sebastián

Chair

Sáenz Valiente, Ignaci

o José María

Vice Chair

Whamond, Alan

1

Permanent Director

Salaber, Sebastián

1

Permanent Director

Pozzoli, Nelson Dam

ián

1

Permanent Director

Blaquier, Gonzalo

1

Permanent Director

Pagliaro, Lucio Andrés

Permanent Director

Aranda, Antonio Romá

n

Permanent Director

Magnetto, Marcia L

udmila

Permanent Director

Noble Herrera, Marce

la

Permanent Director

Domenech, Fernan

do

1

Alternate Director

Rio, Alejandro

1

Alternate Director

Oria, Jorge

1

Alternate Director

Colombres, Gervasio

1

Alternate Director

Cassino, Damián Fab

io

Alternate Director

Novoa, Nicolás Sergi

o

Alternate Director

Olivieri, Samantha L

ee

Alternate Director

Ostergaard, Claudia Ire

ne

Alternate Director

Romero, Maria Luci

la

Alternate Director

52

Diez Monnet, Leandro

Alternate Director

1

Independent memb

ers of the Board of D

irectors.

Supervisory Committe

e

Cablevisión Holding also has a Supervisory

Committee composed of 3 permanent members and

3

alternat

e

memb

ers,

who

are

also

ap

pointed

on

an

annual

basis

at

the

Special

Shareholders’

Meeting

of

C

lass

“A”

shares,

Class

”A”

and

“B”

Shares

(voting

as

a

single

class)

and

C

lass

“C”

shares.

The Board

of Directors

appoints among

its members

those of

the Audit

Co

mmittee,

which

is in

charge of the ongoing oversight of all

matters related to control information systems and risk

management, and

issues an

annual report

on these

top

ics. The

members

of

th

e

Company's

Audit

Committee

may

be

nom

inated

by

any

member

of

t

he

Board

of

Directors

and

a

majority

of

its

members must meet th

e independenc

e requirement p

rovided under CNV ru

les.

As appointe

d at

the Annua

l Ordinary

General

Sharehold

ers’ Meet

ing and

at the

Special

Meeting

of

Class

“A”

shares,

Class ”A”

and

“B” Shares

(voting as

a singl

e

class

)

and

Cl

ass

“C” shares

held

on

A

pril

29,

2021, the

Company’s

Supervisory Committee

is

composed of

the following

members

:

Gonzalez Rosas, Guiller

mo Raú

l

Permanent Member of t

he Supervisory

Committee

Menzani, Alberto Cesar J

osé

(1)

Permanent Member of t

he Supervisory

Committee

San Martín, Pablo Ga

briel

Permanent Member of t

he Supervisory

Committee

Rios, Martin Guillermo

(1)

Alternate Member of

the Supervisory

Committee

Suarez, Rubén

Alternate Member of t

he Supervisory

Committee

Cartamil, María Celi

na

Alternate Member of t

he Supervisory

Committee

(1)

Mr.

Alberto

Cesar

José

Menzani

resigned

from

his

position,

with

effect

f

rom

April

13,

2022,

assum

ing

as

Permanent Member

of the Supervi

sory Committee Dr. Martín

G. Ríos.

Audit Committee

The Audit Committee is co

mposed as follows

:

Bardengo, Sebastián

Chair

Whamond, Alan

Vice Chair

Pozzoli, Néstor Da

mián

Permanent Memb

er

Sáenz Valiente, José I

gnacio

Alternate Member

Salaber, Sebastián

Alternate Member

Blaquier, Gonzalo

Alternate Member

The

overall

criteria

us

ed

to

appoint

C

ablevisión

H

olding

S.A.’s

mana

gement

are

based

on

the

background

and

experie

nce

in

the

position

and

the

industry,

compani

es

they

have

worked

for,

age, professional and

moral aptitude, am

ong other fact

ors.

In order

to identify opportunities and streamline structures and systems with

t

he aim of

improvi

ng

processes

and

making

informed

decisions

,

Cablev

isión

H

ol

ding

S.A.

sets

forth

severa

l

53

procedures

and

policies

for

controlling

the

Company's

operations.

The

areas

res

ponsible for

the

Company's

internal

c

ontrols,

both

at

the

C

ompany

level

a

nd

at

the

l

evel

of

its

subsidiaries

and

affiliates,

co

ntribute

to

the

safeguard

ing

of

shareholders

'

equity,

t

he

reliab

ility

of

financial

information and the c

ompliance with laws a

nd regulations.

Compensation of the M

embers of the Bo

ard of Dir

ectors and Senior

Management

Compensation of the members

of the Board of Directors

is decided at the Shareholders' Meeting

after

the

close

of

each

f

iscal

y

ear,

consideri

ng

the

cap

establ

ished

by

Section

2

61

o

f

Law

No.

19,550 and related regu

lations of the C

NV.

Cablevisión

Hold

ing

has

compensat

ion

arrangement

s

with

all

of

its

of

ficers

in

ex

ecutive

and

managerial positions, which contemplate a fi

xed and variable remuneration scheme. Fixed

compensation

is

tied

to

the

level

of

responsibility

attached

to

eac

h

position,

pr

evailing

market

salaries

and

performanc

e.

The

annual variable

c

ompo

nent

is

tied

to

performa

nce du

ring the

fiscal

year based on the objec

tives set at the begi

nning of the year.

In addit

ion, the

parame

ters

used

in f

ixing c

ompensations

are

in

line w

ith

market

practices,

using

market surveys

issued by

prestigious consultancy

firms and

the evaluation of

the positions based

on the size of the com

pany and the comp

lexity of the as

signed tasks.

Dividend Policy

CVH d

oes not

have

a form

al d

ividend

policy

governin

g the

amo

unt a

nd p

ayment

of

dividends

or

other

distributio

ns.

Accor

ding

to

its

By

-laws

an

d

the

A

rgentine

Gen

eral

Associati

ons

Law,

CVH

may

lawful

ly

pay

and

mak

e

declarat

ions

of

dividends

only

out

of

the

retain

ed

earnings

s

tated

i

n

the

Company's

annua

l

F

inancial

Statements

prep

ared

in

accordance

wi

th

Argentine

GAA

P

and

CN

V

r

egulations

and

approved

at

the

Sharehold

ers'

Meeting.

In

such

case,

dividends

must

be

paid on a pro rata basis t

o all holders o

f shares of common stoc

k as of the rel

evant record date.

Set-up of Reserves

Pursuant

to the

Arge

ntine General

Ass

ociations Law

and CNV

res

olutions, CVH

is

required

to

set

up

a legal

reserve

of

no less tha

n 5% of

each year's

retained earnings until such

r

eserve reaches

20% of its capital stock. Th

e legal reserve is n

ot available for d

istribution to share

holders.

The shareholders

may

deci

de at a

Shareho

lders’ Meeti

ng to se

t up

other res

erves as

necessary

for the prudent adm

inistration of for the Comp

any.

Code of Corporate Go

vernance

In addition

to t

he afor

ementioned,

and

in conform

ity w

ith Reso

lution No.

707/2019

issued

by th

e

Ar

gentine

Sec

urities

Commission,

the

Company

p

repared

the

Report

on

t

he

Corporate

Governance

Co

de

in

accordance

with

Exh

ibit

III,

Title

IV

of

Chapter

I,

Section

I

of

the

Rules,

which

is attached as an exhib

it to this Annual Rep

ort.

8. BUSINESS PROJECTIONS AND PLANNING

Cablevisión Holding seeks to consolidate its role as leading holding company engaged in

investing in convergent

telecommunicat

ions, focused o

n Argentina and the reg

ion.

Its

subsidiary,

Telecom,

wil

l

strive

to

s

eize

opport

unities,

s

eeking

to

re

inforce,

improv

e

and

expand

the

range

of

products

and

services

offered;

reach

new

customers

a

nd

promote

p

ermanent

innovations in all of

its activities.

Cablevisión

Holding

w

ill

c

ontinue

to

o

ptimize

eve

n

mo

re

the

productivity

and

efficiency

levels

in

all of the

areas

of CVH and its subsidiary. It

will seek to develop and apply best practices in each

of its processes.

54

At

a corporate

level,

it

will continue

to

foc

us

on

the main

proces

s

es

that

a

llow

sustain

able,

h

ealthy

and

efficient

growt

h

from

different

perspectives:

Financial

structure,

management

con

trol

and

business

str

ategy.

Cablevisión

Holding

w

ill

continue

to

analyze

alternative

n

ew

ventures

they

add

value to

shareholders and are fe

asible and viable

under the prev

ailing economic envir

onment.

Cablevisión

Holding

was

cr

eated

as

result

of

Gr

upo

C

larín’s

c

orporate

spin

-off,

which

sought

to

deepen

the

specialization

of

each

of

the

organizations

.

In

this

way,

each

compa

ny

was

able

to

adjust eve

n further

its s

trategic,

financial an

d operat

ional focus

wit

h the

global d

emands

of each

of these markets, al

lowing them to e

nhance their comp

etitiveness.

Ca

blevisión

Holding

reaffirms

its

sustained

commit

ment

to

regulatory

compliance,

to

the

customers of its main s

ubsidiary and to

the country.

9. FINANCIAL POSITION AND RESULTS OF ITS OPERATIONS

As me

ntioned

i

n Note 1

to the Company's consolidated

financial stateme

nts, Cablevisión

Holding

S.A. i

s a

holding company that

o

perates in

t

he

telecom

munications industry.

Its operating

income

and

cash

f

lows

derive

fr

om

the

operati

ons

of

its

subsidiaries

in

which

it

participa

tes

directly

or

indirectly.

As of December 31,

2021 and 2020, the

most significant subsi

diary included in th

e consolidation

process

and

the

respective

direct

a

nd

ind

irect

equity

interest

is

Telecom

Argentina

S.A.

The

Company

holds

an

econ

omic

interest

of

39.08%

i

n

the

outstand

ing

ca

pital

stock

of

T

elecom

Argentina.

Information

per

ge

ographical

area

required

under

IF

RS

8

(Op

erating

Segments)

is

disc

losed

below (amounts in co

nstant curr

ency as of December

31, 2021):

1.

Sales

revenu

es

from

customers

located

i

n

Argent

ina

amounte

d

to

$

356

,623

mi

llion

an

d

$

423,580

m

illion

during the

years ended

Decem

ber

31, 2021

and 2020,

respectively;

while

sales

revenu

es

from

foreign

customers

amounted

to

$

3

0,712

millio

n

and

$

3

1,654

million

for the years 2021 a

nd 2020, respectively;

2.

PP&E,

goodwill,

intangible

assets

,

an

d

right-

of

-use

ass

ets

corresponding

t

o

the

s

egment

“Services rendered in

Argentina” amounted to

$ 974,315 million

and $

987,629

million

as

of

Dece

mber

31,

2021

and

2020,

res

pectively;

w

hile

PP&E,

go

odwill,

intangible

assets

and

right-

of

-use

ass

ets,

a

nd

corr

esponding

to

the

se

gment

“

Other

Foreign

Seg

ments”

amounted

t

o

$

33,608

m

illion

and

$

3

9,882

million

as

of

D

ecember

31,

20

21

and

2020,

respectively.

3.

The C

APEX c

orrespondin

g

to th

e s

egment

“Services

r

endered

in

Argentina”

a

mounted

to

$

78,593

million

and

$

75,599

million

as

of

Decemb

er

31,

2021

and

2020,

res

pectively;

while the CAP

EX corres

ponding to th

e segment

“Other Foreign

Segments”

amounted to

$ 6,957 million and $

8,524 million duri

ng fiscal years 2021

and 2020, respec

tively.

4.

The

tota

l

am

ount

o

f

Financial

Debt

correspon

ding

to

the

segm

ent

“Serv

ices

rendered

in

Argentina”

a

mounted

to

$

259,4

03

mi

llion

and

$

293,562

million

as

of

Dece

mber

31,

2021

and

2020,

resp

ectively;

wh

ile

the

total

amount

of

Financial

D

ebt

corresp

onding

to

the

segment

“

Other

Foreign

Se

gments”

amounted

to

$

7

,518

m

illion

and

$

8,

623

million

as

of December 31, 202

1 and 2020, respect

ively.

Cablevisión

Holdin

g

S.

A.

is

controlled by

GC Dominio S.A.,

which holds

64.

2%

of

its voting

rights.

Balances

an

d

transactio

ns

wit

h

are

detailed

in

Note

29

to

the

Consolidated

Financial Statements

.

55

10

. PROPOSAL OF THE BOARD OF DIRECTORS

Since

the

Company

is

a

holding

c

ompany,

its

resu

lts

der

ive

mainly

from

t

he

operations

of

its

subsidiaries.

Therefore,

its

liquidity

position

depen

ds,

among

other

thi

ngs,

on

the

distributio

n

of

dividends of its su

bsidiaries

-which

have to m

eet their inv

estment and in

terest pay

ments needs

-

,

the contributions re

quired by

its subsidiaries

and the e

xpected cash f

lows from its

own operat

ing

and financing activit

ies.

The

conso

lidated

financial

statements

of

the

C

ompany

as

of

Dec

ember

3

1,

202

1

s

how

a

net

income

attributab

le

to

co

ntrolling

compa

ny,

CVH,

of

$

3,698

mill

ion.

This

profit

was

generated

mainly

by

equity

in

earnings

from

ass

ociates

and,

t

o

a

less

er

extent,

by

exchange

gains,

wh

ich

did not generate an incr

ease in liquidity; part

ially offset with opera

ting costs and ex

penses which

have an impact

on liquid

ity. Taking in

to account

the challenging

macroeconomic sc

enario

presented,

in

a

context

of

high

inflation,

ex

change

-rate

volatility

an

d

u

ncertainty

regarding

the

regulatory

fr

amework

of

the

industry

in

wh

ich

th

e

Company

operates

,

t

he

Board

propos

es,

fo

llowing prudent

management c

riteria, to al

locate the ne

t profit of th

is fiscal yea

r to increase the

Voluntary Res

erve for

Illiquid

Results, thus

preserv

ing a

level of

liquidity tha

t allow

s to

secure its

operation.

The

Board

of

Directors

of

CVH

and

its

subs

idiaries

w

ould

like

to

thank

its

customers,

suppliers,

banking

and

f

inancial

institutions

and

other

s

takeholders

,

who

are

the

key

player

s

in

achieving

the results obtained th

is fiscal year by t

he Company's

management.

The Board of Directors

Buenos Aires,

April

22

, 2022

1

EXHIBIT

-

REPORT

ON

THE

CORPORAT

E

GOVERNANC

E

CODE

OF

CABL

EVISIÓN

HOLDING S.A. (CVH)

ROLE OF THE BOARD O

F DIRECTOR

S

Principles

1.

The

comp

any

s

hall

be

led

by

a

professio

nal

and

qualified

Board

of

Directors

in

charge

of

laying

the

foundations

for

the

company's

sustainable

succ

ess.

The

Board

of

Directors

is

the guardian of the co

mpany and the ri

ghts of all its sh

areholders.

2.

The

Board

of

D

irectors

sha

ll

be

responsible

for

deter

minin

g

and

pro

moting

the

corporate

culture

and

values.

The

B

oard

of

Directors’

performance

s

hall

g

uarantee

the

obs

ervance

of the highest standards of ethics

and integrity, based on the best interest of the company.

3.

The Board of

D

irectors shall be in

charge of e

nsurin

g a strategy i

nspired by the company’s

vision

a

nd

mission, aligned

with its

values

and culture.

The

Bo

ard

of

Directors shall

enga

ge

constructively with management

to ensure the correct development, execution,

monitoring

and revision of the co

mpany's

strategy.

4.

The Board of

D

irectors shall control and

supervise on an ongoing basis the

directio

n of the

company,

ensuring

t

hat

management

takes

actions

aimed

at

the

implementati

on

of

the

strategy and the bus

iness plan approved by t

he Board

of Directors.

5.

The

Board

of

Direc

tors

m

ust

have

the

necess

ary

m

echanisms

and

policies

in

order

to

efficiently and effective

ly fulfill the role of the B

oard and each of its

members.

Recommended P

ractices

1.

The

Board

of

Directors

generates

an

ethical

work

culture

and

establishes

the

vision,

mission and values of

the company.

The

Company

applies

t

he

recommended

practice.

CVH

is

a

holding

c

ompany

which currently has a

s

ingle operation -

its

direct and indirect equity interest in its

controlled

company

Telecom

Argentina

S.A.

-

and

has

a

small

struc

ture.

The

Company’s

Board

of D

irectors

estab

lishes

the

values

and

principles

that

s

et t

he

framework

within

whic

h

the

Company's

activ

ities

must

be

developed.

Th

ey

are

implemented by

Ma

nagement

throug

h a

consistent message in

the conduction of

its activities,

and are reflected in

the documents that formalize its

mission,

principles

and

values,

suc

h

as

t

he

Code

of

Ethics

a

nd

its

ge

neral

policies.

Its

vision

is

focused

on

researc

hing,

explor

ing

and

di

scovering

initiatives

that

promote

digital

i

nclusion

and

socia

l

i

nnovation.

Since

20

07

(first

through

Cablevision

S.A.,

currently

through

Telecom

Argentin

a

S.

A.),

CVH

is

the

first

company

in

th

e

co

untry

to

provide,

through

its

subsidiary

,

fr

ee

Internet

connectivity

an

d

cable

t

elevision

serv

ices

to

s

chools,

hospitals

a

nd

comm

unity

institutions.

It

uses

technology

to

solve

soc

ial

challenges

in

alliance

with

governments,

civil society

o

rganizations, universities,

a

nd

ot

her

companies, such

as

the

development of

people

who

are

part

o

f

its

organization

and

the

community.

Consequently,

C

VH’s

visi

on

is

in

this

sense

consistent

with

that

of

its

controlled

company:

t

o

transform

t

he

lives

of

Argentines

prov

iding

them

the

possibil

ity

of

staying

c

onstantly

c

ommunicated

thanks

to

the

c

onvergence

of

serv

ices

rendered by Telec

om Argentina S.A., whose

mission is to be a leading com

pany

in terms of connect

ivity and content.

2.

The Board

of

D

irectors

sets

out the

gen

eral str

ategy

for

the

Company

and

approves

the

strategic

plan

develop

ed

by

Management.

In

doi

ng so

,

the

Boar

d of

Dir

ectors

takes

into

consideration

environmental,

social

and

c

orporate

g

overnance

factors.

The

Board

of

Directors

superv

ises

its

implement

ation

through

the

use

of

key

performance

indicators

and

taking

into

cons

ideration

th

e

best

interest

of

the

Compan

y

and

the

r

ights

of

all

i

ts

shareholders.

2

The C

ompany

applies

th

e r

ecommended

practice.

Taking

i

nto

consideration

the

Company's

v

ision

and

m

ission,

as

well

as

the

interna

l

risk

factors

inherent

t

o

its

operations

and

the

context

i

n

which

it

operates

,

the

C

ompany's

Board

of

D

irectors

and

Management

work

together

on

the

design

of

a

general

strategy

for

the

company

and

oversee

its

imp

lementation,

consistent

wit

h

t

he

Com

pany’s

mission, values and short, med

ium and long

-term

goals. In doing so, they

safeguard the interests

of the Company and

its shareholders. The general

operational strategy

is reviewed

on an

an

nual

b

asis,

as well

as the

relevance and

usefulness of

the metrics that

a

llow to

monitor the

perfo

rmance of

i

ts activities.

In

addition, t

he

Board

assesse

s

on

a

quarterly

basis

the

Comp

any’s o

perating

and

financial position, wh

ich includes a compariso

n with the previo

us quarter.

3.

The

Board

of

Direct

ors

s

upervises

manage

ment

and

ensures

that

it

d

evelops,

implements and maintains an adequate internal control system with clear reporting lines.

The

Comp

any

a

pplies

the

rec

ommended

practice.

T

he

Board

of Directors,

ma

inly

composed

of

non-

executiv

e

directors

,

s

upervises

M

anagement

and

ensures,

primarily through the work

performed by the Aud

it Committee, that

the Com

pany

has

in

place

an

adequate

interna

l

co

ntrol

system,

taking

into

considera

tion

the

recommended practice mentioned in item 1

of this Exhibit. In

connection with the

foregoing about said recomme

nded practice, the main int

ernal controls are

related to the transparency and accuracy of the process used for

the preparati

on

and reporting of

the information to be

submitted to regulatory agencies and other

stakeholders.

In this

re

gard,

the Audit

Com

mittee holds

regular meetings

with the

external

auditors

as

part of

t

he

t

asks carried

out to

mon

itor

the performance

of

an

adequate internal co

ntrol system in the Com

pany.

4.

The Board of Directors designs corporate governance structures and practices, appoints

the

person

res

ponsible

fo

r

their

implementation,

monito

r

s

their

effect

iveness,

and

suggests changes as d

eemed necess

ary.

The

Compa

ny

does

not

apply

the

recommende

d

pr

actice

as

des

cribed

above

because its

Board of

Directors

ha

s not

formal

ly

design

ated an

officer responsible

for

th

e

implementation

of

corporate

gov

ernance

structures

.

No

twithstanding

the

foregoing,

the

Board

of

Directors, gi

ven the

char

acteristics

of

the

Company

described in

the exp

lanation

regarding th

e reco

mmended

practice

in item

1, h

as

deemed

the

i

mplemented

pr

actices

adequate

and

ha

s

a

pproved

them.

Th

erefore,

as stated before, the C

ompany applies th

e principles that under

lie the practice.

5.

The

members

of

th

e

Board

of

D

irectors

have

s

ufficient

time

to

perform

th

eir

duties

in

a

professional and

efficient m

anner. The

Board of Direct

ors

and

its committees

have cl

ear

and

formal

ized

rules

of

operatio

n

and

organization,

which

are

disclosed

through

the

Company's website.

The

Comp

any

a

pplies

the

rec

ommended

practice.

The personal

and

professional

backgrounds

of

the

members

of

CV

H's

Board

of

Dir

ectors

make

them

highly

qualified

to

perform

their

duties

in

the

board.

In

addi

tion, they

have e

nough

time

to fulfill their duties in the

Board of Directors and regularly attend the meetings to

which they

are ca

lled. In ad

dition, the

directors

provide

ad

vice to t

he Comp

any's

management

areas

abou

t

issues

comm

issioned

by

the

Ch

air

or

the

Board

of

Directors. The directors receive

the relevant information well

in advance to

support

the

decisions

th

ey

have

to

make

as m

embers

of

t

he

Board

of

Directors

.

Their rules of operation, roles, functions and respons

ibilities arise from the

Company’s Bylaws, wh

ich is published in the Financ

ial Information H

ighway and

3

in

th

e

Company's

website.

The

Audit

Committee

com

posed

o

f

members

of

the

Board of Directors has

a Rules of

Procedure, wh

ich was filed with the

CNV.

CHAIR OF THE BOARD O

F DIRECTOR

S AND COM

PANY SECRETAR

Y

Principles

6.

The

Chair

of

the

Board

is

in

charge

of

ensur

ing

the

effective

f

ulfillment

of

the

fun

ctions

of

the

Board

of

Dir

ectors

and

has

a

leading

role

among

th

e

members.

The

Chair

shall

generate a positive work

dynamic and pro

mote the construc

tive engagement

of the

members of the

Board, and s

hall also ensure

that they hav

e the elements a

nd informati

on

necessary for decision-making. The above also applies to the Chairs of

each committee of

the Board of Directors, reg

arding their corres

ponding func

tions.

7.

The Chair

must lead processes and establish structures to

ensure the commitment,

objectivity a

nd c

ompetence

of

the

members

of

t

he

Board,

as

well as

th

e best

operat

ion of

the body as a whole an

d its evolution acc

ording to the c

ompany's needs.

8.

The

Chair

must

ensure

th

at

the

Board

of

D

irectors

as

a

whole

is

fully

committed

and

responsible for the suc

cession of the C

EO.

Recommended P

ractices

9.

The

Chair of

the

Board of

Direc

tors

is

responsible

for

the

proper

organizatio

n

of

the Boa

rd

of Directors’

meetings, prepares the agenda ensuring the

cooperation of the oth

er

members,

and

ensures that

they receive

the

necessary materials

well in

advance for

their

efficient

and

informed

participation.

The

Chairs

of

the

committees

bear

the

same

responsibilities for the

ir meetings.

The

Com

pany

applies

the

recommended

practice.

The

Chair

of

the

Board

of

Directors

leads and

prep

ares, with

the assistance

of

the Company's

a

dvisors,

the

agend

a

of

the

Board

of

D

irectors'

Meetings,

an

d

org

anizes

the

Board

of

Direc

tors’

Meetings

leading

th

e

Board

members

at

a

ll

times

and

enco

uraging

their

constructive participation.

In addition,

the

Com

pany

has legal

a

dvisors

that

assist

the

Chair

of

the

Board

of

Directors

in

the

arran

gement

of

meetings,

attendance

and delivery of informati

on with sufficient time ah

ead to allow Directors to rev

iew

it

and

make

decisions

abo

ut

the

topics

include

d

in

the

agenda,

and

also

ass

ist

the ch

air

in

meeting

m

inute

-taking,

amon

g o

ther

duties.

The

d

irectors

are

calle

d

well in

advance

so

that

they

can

plan the

ir atte

ndance

to th

e mee

tings f

or which

they are called in due

time and form.

10.

The Chair of the Board of Directors ensures the proper internal operat

ion of the Board of

Directors by

implementin

g

formal

processes

for

co

nducting annual

perform

ance reviews.

Even

thou

gh

the

Company does

not

a

pply

the

recomm

ended

pract

ice

since it

has

not impleme

nted

a forma

l a

nnual perf

ormance

review

proces

s,

it does

apply

the

principles

that

u

nderlie

the

recommended

pr

actice

because

t

he

Chair

o

f

the

Board

o

f

Directors

ensure

s

the

proper

and

ade

quate

internal

operation

of

the

Board,

verifying

complianc

e

by

its members

with all

the statutory

and

legal

obligations

applica

ble

to

t

h

em.

Th

e

Shareh

olders’

Meet

ing

is

in

c

harge

of

performing,

with ad

equa

te

a

nd

sufficient i

nformat

ion

including

the

Annual Report,

an annual review of th

e performance of the

Board of Direc

tors.

11.

The

Cha

ir

generates

a

positive

and

constructive

workplace

for

al

l

the

members

of

the

Board of Directors and ensures that they receive ongoing training to

keep up to date and

to be able to properly f

ulfill their duties.

The

Company

applies

the

recommended

practice.

The

Company's

Board

of

Directors

performs

its

duties

i

n

an

ord

erly

and

harmonious

environment

am

ong

4

its

me

mbers,

ensuring

constructive

and

efficient

teamwork

for

the

benefit

of

the

Company

and

its

shareholders

.

The

Company

has

not

forma

lly

implemented

an

annual trainin

g program.

However, the

members o

f the

Boar

d of D

irectors

regularly

receive updates

a

bout

r

egulatory

issues

and

informa

tion

o

n

the

industry

and

b

usinesses,

for

the

adequa

te

fu

lfillment

of

their

duties

and

responsibilities,

provided by highly qualified and experienced officers of the Company, reno

wn

ed

market professionals,

industry referents or prest

igious consultancy

firms.

12.

The

Comp

any Secretary provides assistance to

th

e Chair of

the

Board

of Directors in

the

effective

administrati

on

of

the

B

oard

and

coo

perates

in

the

communication

w

ith

the

shareholders, the Boar

d of Directors an

d management.

The

Company

does

not

apply

the

recomme

nded

pr

actice

throu

gh

the

formal

implementation

of

a

Company

Secretary.

However,

the

Company

applies

t

he

principles

that

underl

ie

the

practice,

since

the

C

hair

of

the

B

oard

of

Directors,

which

is

in

charge

of

the

effective

admi

nistration

of

the

Bo

ard,

has

external

advisors

on

administrative

and

support

matt

ers

such

as

the

preparation

and

distribution of information

packages to be considered at meet

ings, meeting

minute-

ta

king,

induct

ion

for

new

members,

assistanc

e

with

the

c

ommunication

among

the

members of

the B

oard of

Directors and

of

the

latter with

Manageme

nt,

among

others.

I

n

a

ddition,

the

Company

also

has

external

legal

advisors

th

at

assist the Chair of the Board

of Direct

ors in matters that, given their legal nature,

require such assistance. Thus, since 2020, in connection with the propagation of

COVID-19

and

th

e

r

elated

measures

issued

by

the

N

ational

Exec

utive

Branch

and

the

Arg

entine

S

ecurities

Commiss

ion,

t

he

Cha

ir

has

be

en

advised

by

his

legal

co

unsel

on

the

holding

of

r

emote

Board

of

Directors

’

Meetings

and

Shareholders’

Meetings

in

conform

ity

with

the

requ

irements

of

R

esolution

No.

830/2020

issued

by

the

Argentine

Secur

ities

Commission

and

on

the

presentation

o

f the

Company’s fi

nancial s

tatements

within t

he t

erms esta

blished by

the

Argentine Securities C

ommission to such e

ffect.

13.

The

Chair

of

the

Board

of

Directors

ensures

the

involvement

of

all

i

ts

members

in

t

he

development and ap

proval of a succession pl

an fo

r the c

ompany's CEO.

The

Company

does

not

ap

ply

the

rec

ommended

practice.

The

mem

bers

of

the

Board

of

Dir

ectors

are

not

invo

lved

in

th

e

development

and

form

alization

of

a

succession

plan

for

th

e

CEO,

because

t

he

Com

pany

hires

o

utstanding

h

uman

resources

p

rofessional

adv

isors

for

the

rec

ruitment

of

potent

ial

candidates

to

cover managerial posit

ions in the Company, as

deemed necess

ary.

COMPOSITION, NOM

INATION AND

SUCCESSION

OF THE BOARD OF

DIRECTORS

Principles

14.

The

Board

m

ust

have

adequate

levels

of

inde

pende

nce

and

diversity

in

ord

er

to

m

ake

decisions

in

th

e

company’s

best

interest,

avoiding

groupthink

and

decis

ion

-ma

king

by

individuals or dominant

groups within th

e Board.

15.

The

Board

must

ensure

th

at

th

e

company

has

formal

proc

edures

for

the

propos

al

an

d

nomination

of

candidat

es

to

fill

positions

in

the

Board

within

a

fr

amework

of

a

s

uccess

ion

plan.

Recommended P

ractices

16.

The

Board

of

Directors

h

as

at

least

two

independent

members

in

c

onformity

with

the

effective criteria esta

blished by the Argent

ine

Securities Commiss

ion.

5

The

Company

applies

the

recommended

practice.

The

Company's

Board

of

Directors

is

composed

of

directors

who

h

ave

ex

ecutive

functi

ons,

non

-

independent

d

irectors

who

do

not

have

executive

functions

a

nd

indepen

dent

directors. The Board of Directors currently has four permanent directors and four

alternate

dir

ectors

who

are

independent

in

conformity

with

t

he

crit

eria

esta

blished

by the Arg

entine Secur

ities Commiss

ion. These m

embers

and their

capacity

are

published on the Financial Inform

ation Highway of the Argentine Securities

Commission and o

n the Company's we

bsite.

17.

The

Co

mpany

has

a

No

mination

C

ommittee

that

has

at

least

three

(3)

members

and

is

chaired by

an independent director. If the Chair

of the Board

of Directors is al

so the

chair

of

the

Nomin

ation

C

ommittee,

he/she

s

hall

refrain

from

participating

in

the

ap

pointment

of his/her own succes

sor.

The

Company

does

n

ot

ap

ply

the

rec

ommended

prac

tice.

Th

e

Comp

any

does

not

have

a

no

mination

c

ommittee.

The

C

ompany’s

bylaws,

p

ublished

in

the

Financial

Information

High

way

of

th

e

Argentine

Securiti

es

Co

mmission,

prov

ide

for the

way

in which

the members

of the

Board of

D

irectors must

be appointed

by

class of shares.

18.

The Board of Directors

, through the No

mination Committee,

develops a succ

ession plan

for

its

members

that

guides

the

candidate

pre

-s

election

process

to

fill

vacancies

and

takes

into

consi

deration

the

non-bin

ding

reco

mmendations

of

its

m

embers,

the

CEO

and

t

he

Shareholders.

The

Company

does

n

ot

ap

ply

the

rec

ommended

prac

tice.

T

he

C

ompany

d

oes

not

have

a

nomination

committee.

See

the

explanation

the

recommended pr

actice

in item 1

2. The

Company's

Board

of Directors

has

members

of

divers

e

ages,

sex,

academic

and

professional

back

grounds,

which

enrich the operation of

the Board as

a whole.

19.

The

Board

of

Directors

implements an

onboarding

progr

am

for

its

new

ly

a

ppointed

members.

The

Co

mpany

applies

the

recom

mended

practice.

T

he

C

ompany

provides

assistance

t

o

the

ne

w

members

o

f

t

he

Board

of

Dire

ctors

through

an

induct

ion

pr

ocess that

covers all

th

e

necessary aspects required

to

gain

a

n

in

-depth

knowledge

of

the

Company’s

operations,

the

regulatory

and

legal

fram

ework

within

which

it

operates,

i

ts

s

tructure,

policies

and

pr

ocesses,

and

the

tra

ining

they receive as indicated

in the reco

mmended pract

ice No. 8 abov

e.

REMUNERATION

Principles

20.

The

Bo

ard

of

Direc

tors

must

generate

incentives

through

remunera

tion,

in

order

to

align

management -led by the CEO- and the Board with the long-term

interests of the company,

so that

all the

d

irectors

equally com

ply wit

h their

obligations

with respect

to

all its

shareholders.

Recommended P

ractices

21.

The

Comp

any

h

as

a

Rem

uneration

Committe

e

that

i

s

c

omposed

of

at

least

thr

ee

(3)

members. All the me

mbers are inde

pendent or non

-ex

ecutive.

The

Company

does

not

apply

the

reco

mmended

pract

ice

in

the

ter

ms

s

et

out

in

the

recommend

ed

practice.

The

Board

does

not

have

in

pl

ace

a

Re

muneration

6

Committee.

However,

th

e

Company

hires

in

dependent

professiona

l

human

resources

consultants

that

advise

the

C

ompany

r

egarding

the

rem

uneration

of

the

Board

of

Directors

.

In

addition,

the

Au

dit

Co

mmittee

prov

ides

an

opinion

-

before

the

Annual

Shareho

lders’

M

eeting

is

held

-

on

the

reas

onableness

of

the

fees

paid

to

the

members

of

the

Board

of

Directors

pursuant

to

the

Ca

pital

Markets

Law

taking

into

consideration

the

ir

professional

background

and

reputation,

tasks

performed,

r

esponsibilities,

and

the

amount

of

time

devot

ed

to

the performance

of their du

ties. As regards th

e supervis

ion of the remu

nerations

of th

e Execut

ive

Management,

which

includes

the

competitiveness

of

their

remuneration

pract

ices

and

policies,

th

e

Company

a

lso

receives

the

adv

ice

of

independent

hum

an

resources

professionals,

i

n

order

to

monitor

th

at

the

remuneration

is

in

line

w

ith

the

short

and

long

-

te

r

m

returns

an

d

interes

ts

of

the

Company, accord

ing to its manage

ment goals and wit

hin market parameters

.

22.

The

Board

of

Directors

,

through

the

Remunera

tion

Committee,

esta

blishes

a

remuneration policy

for the CEO and th

e members of the Board.

The

Company

d

oes

not

ap

ply

the

recomme

nded

pract

ice

in

the

ter

ms

set

out

in

it.

According

to

the

explana

tion

the

recomme

nded

practice

in

item

15

,

the

Board

does

not

have

a

remuneration

committee

in

place.

However,

the

Company has

a remuneration policy

th

at i

s applicable

t

o

the

CEO, which

sets out

a

fixe

d

and

vari

able

re

muneration

scheme.

The

fixed

remunerati

on

is

the

level

of

responsibility required

for

the

p

osition,

the

c

ompetitiveness

with

respect to the market and the performance of

the executive. The annual variable

remuneration

is

the

goa

ls

set

by

the

Compa

ny

for

the

f

iscal

year

and

the

degree

of

c

ompliance,

which

are

in

l

ine

with

the

Company’s

business

plan

and

str

ategy.

T

he

rem

uneration

of

t

he

B

oard

of

Direc

tors

is

app

rov

ed

by

the

shareholders at the

Annual General Sharehold

ers’ Meeting. The Annual

Genera

l

Shareholders’ Meeting, upon

a proposal of the

Board of

Directors, authorizes the

payment

of

advances

of

fe

es

up

to

a

certain

amount

subject

to

the

approval

of

the rem

unerat

ion by the ne

xt Annual Genera

l Shareholders’ Me

eting, distributed

by

the

Board

of

Direct

ors

as

author

ized

and

delegat

ed.

Before

proposin

g

an

amount

of

f

ees

to

be

paid

and

submitting

it

on

an

ann

ual

basis

to

the

consideration of the Shareholders’ Meet

ing for their approval,

the Board of

Directors receives

, under th

e terms

of applicab

le provisions, a

n opinion

from the

Audit

Commi

ttee

on

t

he

re

asonableness

of

thos

e

fees

.

To

this

end,

it

takes

into

consideration

the

parameters

indicated

in

th

e

recommended

practice

No.

15

above.

CONTROL ENVIRONM

ENT

Principles

23.

The

Board

of

Direct

ors

sha

ll

ensure

the

existenc

e

of

a

control

e

nvironment,

c

omposed

o

f

internal

controls

developed

by

management,

interna

l

audit,

risk

manage

ment,

regulatory

compliance

and

exter

nal

au

dit,

all

of

which

shall

establish

t

he

lines

of

defense

necess

ary

to ensure the integr

ity of the company's

operations and its f

inancial reports.

24.

The

Board

of

D

irectors

mus

t

ensure

the

ex

istence

of

a

comprehens

ive

risk

man

agement

system

that

allows

mana

gement

a

nd

the

Board

of

Direc

tors

to

efficiently

direct

th

e

company

towards its strategic go

als.

25.

The

Board

of

Directors

mu

st

ensure

th

e

existe

nce

of

a

person

or

department

(dependi

ng

on

t

he

s

ize

a

nd

c

omplexity

of

the

busi

ness,

t

he

nature

of

its

operations

a

nd

t

he

risk

s

it

faces) in charge of the internal audit of the comp

any. Such audit shall be independ

ent and

objective, w

ith c

lear

reporting

lines,

in

order

to

properly

ev

aluate an

d au

dit the

co

mpany’s

internal controls, corporat

e governanc

e processes, an

d risk

manageme

nt.

7

26.

The Audit Committee of

the Board shall be composed of

qualified and experienced

members, and shall perfor

m its duties transp

arently and inde

pendently.

27.

The

Board

of

D

irectors

mus

t

es

tablish

adeq

uate

proc

edures

to

ensure

the

i

ndependent

and

effec

tive work

performed by

the External Auditors

.

Recommended P

ractices

28.

The Board

of Direc

tors

determines th

e com

pany’s risk

appetite

and

also sup

ervises and

guarantees the

existence of

a

comprehensive risk management system

to i

dentify,

assess

and decide on t

he

course of ac

tion and

monitor

the risks

faced by

the Com

pany,

including,

among

others,

the

enviro

nmental

and

soci

al

r

isks

and

those

inherent

to

the

business in the short an

d long term.

The

Company

d

oes

not

ap

ply

the

recomme

nded

pract

ice

in

the

terms

s

et

out

in

it.

The

C

ompany

does

not

have

a

formalized

compre

hensive

risk

management

system.

Notwithstan

ding

the

foregoin

g,

the

Company’

s

Board

of

Directors

has

identified

the

financi

al

and

non

-financial

r

isks

faced

by

the

Company

an

d

those

inherent

t

o

its

business

,

an

d

conducts

a

regular

analysis

and

fo

llow

-up

of

t

hose

risks.

In

addition,

t

he

Com

pany’s

Board

of

Directors,

mainly

thr

ough

its

Audit

Committee,

compose

d

of

q

ualified

and

experi

enced

members,

ensures,

amon

g

other

t

hings,

the

monitoring

of

t

he

adequate

development

of

the

financi

al

reporting process

to regulatory agenc

ies, among other

functions.

29.

The

Board

of

Directors

monitors

and

reviews

the

effectiv

eness

of

the

independ

ent

internal

audit

and guarantees

the resources for

the

implementat

ion

o

f an

an

nual au

dit plan ba

sed

on risks and a direct rep

orting line to the

Audit Commit

tee.

The

C

ompany does

not

apply the

rec

ommended practice.

The Board

of

Directors

has

deemed

it

un

necessary

to

have

an

int

ernal

audit

funct

ion

on

a

perman

ent

basis,

given the

current structure

of the

Co

mpany

described in

the

rec

ommended

practice

in

item

1.

N

otwithstanding

the

foregoing,

the

Co

mpany

h

ires

i

nternal

audit serv

ices

to v

erify t

he

performance

of

critical

controls

in the

financial

reporting process

.

30.

The

internal

auditor

or

members

of

the

interna

l

audit

department

are

independ

ent

and

highly qualified.

The

Company

d

oes

not

ap

ply

the

recomme

nded

pract

ice

in

the

ter

ms

set

out

in

it. As detailed in

the explan

ation related to the

recomm

ended practice in item 18,

the

Compa

ny

does

not

have

a

perma

nent

interna

l

audit

position,

b

ut

hires

internal

audit services

prov

ided by

third

parties. T

he in

ternal

audit serv

ice is

provide

d by

highly

qualified

profess

ionals

who

do

n

ot

have

scope

limit

ations

in

t

he

performance

of

their

work

and

have

the

required

resources

to

adequate

ly

fulfill

their duties.

31.

The

Board

of

D

irectors

has

an

Audit

C

ommittee

t

hat

wor

ks

in

accordance

w

ith

r

ules

of

procedure.

The

c

ommittee

is

mostly

composed

of

and

chaired

by

independe

nt

directors

and

it

does

not

include

the

CEO.

Most

of

its

m

embers

have

professional

experience

in

financial and account

ing areas.

The

Company applies the

r

ecommended practice. The

Board

of Directors has

an

Audit Committee that acts in accordanc

e with the law, the bylaws and its i

nternal

rules

which

detail

its

purpose

and

functions.

Those

r

ules

are

reviewed

on

an

annual

basis.

The

Committee

is

m

ostly

comp

osed

of

independent

directors.

All

the members hav

e professiona

l experience in

financial and/or

accounting are

as.

8

The

Audit

Co

mmitte

e

issues

on

an

a

nnual

basis

an

action

plan

and

the

report

that

discloses

the tre

atment

given

to t

hose

the

matters th

at

are

within i

ts

competence.

Notwit

hstanding

the

foregoing,

the

cu

rrent

chair

of

the

Audit

Committee

is

the

Com

pany’s

CEO,

who,

c

onseque

ntly,

is

a

non-independ

ent

director.

32.

The Boar

d of

Directors,

based

on t

he op

inion of

the

Audit Co

mmittee,

approves

a

policy

for the selection an

d monitoring of

external auditors

that provides for the

indicators to be

considered

in

th

e

recomme

ndation

to

t

he

Shareho

lders’

Meeting

about

th

e

continuity

or

replacement of the ex

ternal auditor.

The

Compa

ny

app

lies

the

recomme

nded

prac

tice.

T

he

Sh

areholders’

Meeting

appoints the external auditor after the Audit

Comm

ittee has issued an opinion on

them.

The

A

udit

Comm

ittee

has

in

place

a

policy

that

sets

out

the

guidelines

to

be

followed

in

t

he

asses

sment

of

the

work

perfor

med

by

the

ex

ternal

a

uditor,

in

order

to i

ssue i

ts

opinion

on

th

e

pro

posal

of

the

B

oard

of

Directors

for

the

appointment of the external auditor, to

ensure its independence and to pe

rform a

comprehensive ass

essment of its work

.

ETHICS, INTEGRITY

AND COMPLIAN

CE

Principles

33.

The

Board

of

Directors

shall

design

and

establish

app

ropriate

s

tructures

and

practices

to

promote

a

culture

of

ethics,

i

ntegrity

and

compliance

with

standards

in

order

to

prevent,

detect and address

serious corporate

or personal brea

ches.

34.

The Board shall ensure th

e establishm

ent of formal mec

hanisms to prevent, or fa

iling this,

to

deal

w

ith

conf

licts

of

interest

that

may

arise

in

t

he

administrat

ion

and

direction

of

th

e

company. It

shal

l

also have i

n place

formal procedures seeking

t

o en

sure that

related party

transactions

are

m

ade

in

th

e

best

interest

of

the

comp

any

an

d

the

equit

able

tre

atment

of

all its shareholders.

Recommended P

ractices

35.

The

Board

of

Directors

approves

a

Code

of

Eth

ics

and

Conduct

that

reflects

the

ethical

and

in

tegrity

values

and

pri

nciples,

as

well

as

the

culture

of

the

company.

T

he

Code

of

Ethics

and

Co

nduct

is

c

ommun

icated

a

nd

applicable

to

all

the

directors,

m

anage

rs

and

employees of the com

pany.

The C

ompany

applies

th

e r

ecommended

practice.

The

Com

pany

has

in

place

a

Code

of

Ethics

approved

by

the

Board

of

Direct

ors

that

reflects

the

values

a

nd

conducts

promoted

by

the

Company.

The

Code

of

Et

hics

is

c

ommunica

ted

and

applicable to all the d

irectors, managers

and employee

s of the company.

36.

The Board of Directors sets out and periodically reviews an Ethics and Integrity Program

based

on

risks

,

size

an

d

economic

c

apacity.

The

plan

is

cle

arly

and

u

nequivocally

supported

by

management,

which

designat

es

an

interna

l

officer

responsi

ble

for

developing,

coordin

ating,

supervisi

ng

and

review

ing

on

an

ongoing

basis

the

eff

icacy

of

the

program.

The

program

prov

ides

for:

(

i)

periodic

training

for

directors,

ad

ministrators

and

e

mployees

ab

out

ethi

cs,

integrity

and

complianc

e

issues;

(ii)

in

ternal

c

hannels

to

report

irregularities,

open

to

th

ird

parti

es

a

nd

ade

quately

disseminated;

(iii)

a

po

licy

for

the

protectio

n

of whistleblowers from

retaliation; and

an internal

investigatio

n system tha

t

respects

the

r

ights

of

those

under

investigation

and

imposes

effective

sancti

ons

on

violations of the

C

ode of Ethics and

Conduct; (iv) integrity policies i

n bidding procedures;

(v) mechanisms

for

periodic analysis

of risk

s, monitoring

and eva

luation

of the

Program;

and

(vi)

procedures

to

veri

fy

the

integrity

and

backgr

ound

of

relevant

third

parti

es

or

business

partners

(including

due

diligence

du

ring

corporate

tr

ansformati

on

and

9

acquisitions

process

es

t

o

evaluate

potential

irregularities,

i

lle

gal

actions

or

vulnerabilities),

including

suppliers,

distributors

,

serv

ice

providers,

age

nts

and

intermediaries.

The C

ompany

applies

th

e r

ecommended

practice.

Taking

i

nto

consideration

the

explanation

the

recommended

practice

in

item

1,

the

Co

mpany

developed an ethics

and integrity program based

on its risks, size and econom

ic

capacity.

The

Compa

ny’s

CEO

is

g

enerally

accounta

ble

f

or

the

follow

-

up

and

application

of

said program,

as mentioned

in

t

he

explanati

on

r

elated

to

the

recommended

practice

i

n

item

22.

The

Company

has

a

Cod

e

of

Ethics

t

hat

reflects

the

values

and

princ

iples

pro

moted

by

t

he

Company

and

that

contemplates,

among

ot

hers,

the

integrity

pol

icies

to

be

observed

by

the

Directors,

members

of

th

e

Supervisory

Comm

ittee

and

emp

loyees

w

h

en

the

Company

participates in

public

biddings

and when

it

interacts

with public

officials.

In

addition,

it

includes

an

interna

l

reporting

line

as

a

co

mmunication

tool

to

strengthen

the

Company's

ethical

and

i

ntegrity

values

and

cu

lture,

which

allows

anon

ymous

reporting

and

guarant

ees

the

protection

against

retaliation

as

a

result

of

i

nvestigation processes,

training for

directors

,

managers

and

employ

ees

a

bout

ethics

and

integrity,

as

sessment

of

risks

integrity

and

adherence

by

third parties to

observe the Comp

any’s transparency pr

actices and pri

nciples.

37.

The Board of Directors ens

ures the existence of forma

l mechanisms to preve

nt and deal

with conflicts

of

interest.

In

the case

of

ansactions,

the

Board

of D

irectors

approves

a

policy

that

prov

ides

for

th

e

role

of

each

corporate

body

an

d

sets

out

how

t

o

identify, a

ddress

and d

isclose

those

transactions

that

are

detrimental

to

the c

ompany

or

to certain investors.

The

Comp

any applies

the recommended practice. The rules concerning conflicts

of interest are

included

in the Comp

any’s Code o

f Ethics.

In addition, the

Company

has

in

place

a

s

pecific

policy

c

oncerning

transacti

ons

i

n

conformity with the prov

isions of the Capit

al Markets Law.

ENGAGEMENT OF S

HAREHOLDER

S AND STAKEHO

LDERS

Principles

38.

All

shareh

olders

must

recei

ve

equ

itable

tre

atment

fro

m

the

compa

ny.

The

comp

any

s

hall

guarantee eq

uitable

access to non

-confi

dential and

relevant

information for

decision

making at the comp

any's shareholders

’ meeting

s.

39.

The

company

sh

all

promo

te

the

active

engagement

of

all

shareh

olders

with

a

dequate

information, especial

ly in connection with th

e composition of the

Board.

40.

The

c

ompany must

have a

t

ransparent Di

v

idend

Distribution Policy,

i

n

l

ine

with its

str

ategy.

41.

The company must take

into account

the interests of it

s stakeholders.

Recommended P

ractices

42.

The

C

ompany's

website

has

financial

and

non

-fin

ancial

information

available,

pro

viding

timely

and

equ

itable

acces

s

to

all

the

i

nvestors.

The

websit

e

has

a

s

pecial

sectio

n

to

answer inquiries from

investors.

The

Company

applies

t

he

recomm

ended

prac

tice.

The

Company

h

as

a

webs

ite

in which

it

publishes

financial

and

non

-financia

l inform

ation, thus

a

llowing al

l the

investors

to

have

r

elevant

information

required

to

a

nalyze

t

h

e

situation

of

t

he

Company.

The

Company

also

has

a

depart

ment

dev

oted

t

o

i

nvestor

relations.

Said

department

org

anizes

conference

calls

o

n

a

quarterly

basis

ensuring

investors

worldwide

the

possibility

of

connec

ting

for

free.

At

these

calls,

the

10

Company provides information about its results, its goals and

answers

questions

and/or inquiries

made by

in

vestors. These

conference calls

are announced i

n the

daily

bul

leting

of

the Buenos

Aires

Stock E

xchan

ge,

in

the

reporting

serv

ice

of the

London

S

tock

Exchange

,

and

on

the

C

ompany’s

website.

The

Company

maintains

com

munication

channels

w

ith

the

m

inority

s

hareholders

throug

h

the

disclosure

of

releva

nt

information

in

the

stock

exchanges

where

i

ts

shares

and

GDSs are

listed an

d throug

h informatio

n disclosed

in the

Company

's website.

In

addition,

the

Company's

shareho

lders

and

investors

can

c

ommunicate

w

ith

t

he

department

via email

at

IR@cv

h.com.ar or

by telephone

at

+54 11

4309 3417,

as

detailed on the Comp

any's website.

As

reg

ards

no

n-financial

in

formation,

as

the

first

Argentine

holding

c

ompany

of

convergent communications, in

its website,

under the

Sustainability section,

visitors

can lea

r

n

a

bout

the purpose

pursued

by the

Co

mpany,

its

strat

egy,

digital

inclusion

a

nd

social

inno

vation,

e

mployment

and

productiv

e

d

e

velopment,

infrastructure and env

ironment.

43.

The Board

of

Direc

tors

must

ensure

that th

ere

is a

pr

ocess

in place

for

the

identificati

on

and classification of its s

takeholders and a

communica

tion channel for them.

The

Co

mpany applies

the recommended

prac

tice. The

Company

has an

Inves

tor

Relations

department,

whic

h

identifies

potential

and

c

urrent

stak

eholders

of

the

Company

and

uses

the

Compa

ny’s

websit

e

as

a

communica

tion

chann

el

in

addition to the regular re

ports.

44.

The

Board

of

Dir

ectors

provides

the

shar

eholders,

in

advance

of

the

Share

holders’

Meeting,

a

“prov

isional

information

pack

age”

that

allows

shareholders

-through

a

form

al

communication

c

hannel

-

t

o

make

n

on-binding

c

omments

and

s

hare

op

inions

that

dis

sent

from

the

r

ecommendations

made

by

th

e

Boar

d

of

D

irectors.

When

the

Board

se

nds

the

final informat

ion pac

kage, it

shall

expressly

state its

ans

wers to th

e comme

nts rec

eived,

as deemed necessary

.

The

Compa

ny

appli

es

the

recommend

ed

pract

ice.

T

he

Compa

ny

makes

available

t

o

its

shareholder

s

informati

on

pack

ages

before

each

Shareholders’

Meeting. In

addition,

the

Company up

loads to

CNV’s F

inancial Inf

ormation

Highway

all

the

i

nformation

requests

made

the

Com

pany's

shareholders

before

Shareholders’

Meetings

are

he

ld,

r

egarding

the

items

of

the

agendas

t

o

b

e

considered

at

th

ose

mee

tings,

together

with

the

a

nswers

provided

by

th

e

Company

to

e

ach

of

t

he

requests,

so

that

al

l

the

inv

estors

have

access

to

the

same

information

thus

ensuring

equitable

treatme

nt

a

nd

access

to

informa

tion.

Such

inf

ormation

is

pro

vid

ed

in

English

for

the

for

eign

investors

thr

ough

t

he

reporting service of th

e London Stock Exc

hange.

45.

The

Company's

bylaws

pr

ovide

that

the

shareholders

can

receive

the

information

packages

for

Sh

areholders’

Meet

ings

through

virtu

al

media

and

participate

at

the

meetings

throug

h

electro

nic

communicati

on

media

that

allow

the

simult

aneous

transmission

of

so

und,

images

and

words,

e

nsuring

the

principle

of

equitable

treatment

of the participants.

The C

ompany

does

not

apply

the rec

ommended

practice.

The

Company's

Bylaws

do

n

ot

provide

for

the

hol

ding

of

rem

ote

Shareho

lders’

Meetings.

Notwithstanding

the

foreg

oing,

and

in

view

of

t

he

health

situation

generated

by

the

COVID-19

pandemic

and

the

isolati

on

and

social d

istancing

measures

implemented

by

the

Nat

ional

Exec

utive

Branch

,

the

Company

has

held

s

ince

fiscal

year

2020

all

its

S

hareholders’

Meetings

remotely

as

author

ized

by

Resolution

No.

8

30

issued

by

the

Argentine

Sec

urities

Comm

ission.

In

addit

ion,

11

the

Company took notice

of

the interpretative criterion No.

80 of

the CNV,

whereby,

in

view

of

the

extension

by

the

Executive

Branch

of

the

t

erm

of

the

health emergency until December

31, 2022, said ag

en

cy decided to

m

aintain the

effectiveness of Resolution No. 830/2020 and to delegate on

the Board of

D

irectors the power to evaluate the circumstances and

opt to

hold Shar

eholders’

Meetings i

n person

or re

motely guaran

teeing t

he due

compliance

with t

he

corresponding

legal

and

health

re

quirements.

The

Company

prov

ides

through

virtual

m

edia,

s

uch

as

the

Fina

ncial

Informatio

n

High

way

and

its

ow

n

w

ebsite,

t

he

information

to

be

co

nsidered

at

the

Shareholders

’

Meeting

in

order

t

o

ensure

equitable

access

to

information by

all

the

shareh

olders. In

addition, the

C

ompany

sends,

throu

gh

the

D

epositary

,

to

the

sharehol

ders

that

do

not

res

ide

in

Argentina

the

items

of

the

agenda so

that

th

ey

c

an

grant

a

power of

attorney

to

the

Depositary,

who

a

ttends

the

Shareh

olders’

Meetings

in

its

name

and

representation, voting as i

nstructed by th

em.

46.

The

Div

idend

Distribution

Polic

y

is

aligned

with

the

strategy

and

clearly

sets

out

the

criteria, frequency an

d conditions under which

dividen

ds will be distributed.

The

Compa

ny does

not apply

the recommended practice. The Company’s

Board

of Dir

ectors

believes

that

g

iven

the

nature

of

a

hold

ing

company

and

depe

nding

basically

on th

e liqu

idity of

its

rev

enues that

derive

from

the

compan

ies i

n which

it

holds

equ

ity

interests,

it

is

not

convenie

nt

to

es

tablish

a

div

idend

distrib

ution

policy.

Contents

CONSOLIDATED FINAN

CIAL STAT

EMENTS

Consolidated State

ment of Comprehens

ive Income.

Consolidated State

ment of Financial Pos

ition.

Consolidated State

ment of Changes in E

quity.

Consolidated State

ment of Cash Flows

.

Notes to the Consolid

ated Financial Statem

ents

1.

General Inf

ormation and Bas

is for the Presentation of

the Consolid

ated Financial Stat

ements

2.

Regulat

ory Framework.

3.

Main Accou

nting Policies.

4.

Telecom Arg

entina Shareholders

’ Agreement and v

oting trust

5.

Cash and Cas

h Equivalent

s and Investments

. Additional Informat

ion on the Cons

olidated

Statement of Cash F

lows.

6.

Trade Rece

ivables.

7.

Other Rece

ivables.

8.

Inventor

ies.

9.

Goodw

ill.

10.

Property, Plant and

Equipment.

11.

Intangible Assets.

12.

Right-

of

-Use

Assets

13.

Accounts Payable.

14.

Financial Debt.

15.

Salaries and Soc

ial Security Payab

les.

16.

Deferred Income Tax

Assets / Liabilities.

17.

Taxes Payable.

18.

Lease Liabilities.

19.

Other Liabilities.

20.

Provisions.

21.

Purchase Com

mitments.

22.

Equity

23.

Financial Instruments.

24.

Revenues.

25.

Operating Expenses.

26.

Financial Income a

nd Expense.

27.

Earnings Per

Share.

28.

Financial Risks Ma

nagement.

29.

Balances and trans

actions with co

mpanies under Articl

e 33

- Law no.

19,550 and related parti

es.

30.

Reserves, acc

umulated income

and dividends.

31.

Restrictions on the

distribution of re

tained earn

ings

32.

Mandatory Pub

lic Tender Offer ("

PTO") due to Change

of Control.

33.

Impact of Coronavir

us

34.

Subsequent events

as of December

31, 2021.

35.

Approval of Cons

olidated Financial State

ments.

CABLEVISIÓN HOLDING

S.A.

-

1

-

Consolidated

Financ

ial

Statemen

ts

for

the

year

end

ed

Dec

ember

31,

2021,

pres

ented

on

a

c

omparative

basis

GLOSSARY OF TERMS

The Company / Cablevisión Holding

Interchangeably, Cablevisión Holding S.A.

Telecom Argentina/Telecom

Interchangeably, Telecom Argentina S.A.

The Group

Cablevisión Holding S.A. and its direct and indirect subsidiaries

Micro Sistemas/Pem//Cable Imagen/AVC Continente

Audiovisual/Inter Radios/Personal Smarthome/Última Milla/CV

Berazategui

These

companies

are corp

orations o

r

limited

liability

com

panies

that

are

controlled

dire

ctly

or

indirectly

pursuant

to

the definition

established un

der the

General Associations

Law,

to wit:

Micro Sistema

s S.A.U.,

Pem

S.A.U.,

Cable

Imagen

S.R.L., A

VC

Continente Audiovi

sual S

.A.,

Inter Radios

S.A.U., P

ersonal Sm

arthome S.A

., Ul

tima

Milla S.A., CV de Berazategui S.A.

Management Trust Agreement with TMF / TMF Trust

Management Trust - Refinancing Plan executed by Telecom Argentina S.A. and TMF Trust Co.

Fintech

Fintech Telecom LLC, shareholder of Telecom.

Telecom USA/Núcleo/Personal Envíos/Tuves Paraguay /

Televisión Dirigida / Adesol / Opalker

These r

efer to

the

foreign

companies

T

elecom

Argentina

USA,

Inc, Núcleo

S.A.E.,

Perso

nal

Envíos

S.A.,

Tuves

Paraguay

S.A.,

Televisión

Dirigida

S.A.,

Adesol

S.A.

and

Opalker

S.A.,

respectively,

con

trolled

by

Telecom,

directly or indirectly pursuant to the definition established under the LGS.

La Capital Cable / Ver TV / TSMA

These companies are corporations that are direct or indirect associates pursuant to the definition established

under the General Associations Law, to wit: La Capital Cable S.A., Ver T.V. S.A. and Teledi

fusora San

Miguel Arcángel S.A.

Fixed Assets

PP&E, Intangible Assets, Right-

of

-Use Assets, and Goodwill

AFIP

Argentine Federal Revenue Service

(Administración Federal de Ingresos Públicos

).

AMBA

The Me

tropolitan Area of

Buenos Aires

(

Área Me

tropolitana de

Buenos Aires

)

, comprising

the City of

Buenos

Aires and its surrounding area.

BYMA/NYSE

Bolsas y Mercados Argentinos and the New York Stock Exchange, respectively.

BCRA

Central Bank of Argentina (

Banco Central de la República Argentina

).

Cablevisión

Cablevisión S.A.,

absorbed

by Telecom

as from

January 1,

2018,

which activities

are currently

carried

out by

Telecom.

CAPEX

Capital expenditures.

CNC

Argentine Communications Commission (

Comisión Nacional de Comunicaciones

)

.

CNDC

National Antitrust Commission (

Comisión Nacional de Defensa de la Competencia

).

CNV

Argentine Securities Commission (

Comisión Nacional de Valores

).

CONATEL

Paraguayan Telecommunications Commission (

Comisión Nacional de Telecomunicaciones del Paraguay

).

CPCECABA

Professional

Council

in

Economic

Sciences

of

the

City

of

Buenos

Aires

(Consejo

Profesion

al

de

Ciencias

Económicas de la Ciudad Autónoma de Buenos Aires

).

CPP

Calling Party Pays. Charges for calls from fixed phones to mobile phones.

D&A

Depreciation and Amortization.

ED

Emergency Decree

ENACOM

National Communications Agency (

Ente Nacional de Comunicaciones

),

“ENACOM”, for its Spanish acronym

.

ENTel

National Telecommunication company (

Empresa Nacional de Telecomunicaciones

).

FFSU or SU Fund

Universal Service Trust Fund (

Fondo Fiduciario del Servicio Universal).

IASB

International Accounting Standards Board.

IDEN

Integrated Digital Enhanced Network (

Red Mejorada Digital Integrada

).

NDF

Non-Deliverable Forward: Derivatives.

IGJ

Argentine Superintendency of Legal Entities

(Inspección General de Justicia

).

INDEC

National Institute of Statistics and Census (

Instituto Nacional de estadísticas y censos

).

VAT

Value Added Tax

LAD

Digital Argentina Law No. 27,078 (

Ley Argentina Digital N° 27.078

).

LGS

Business

Associations

Law

No. 19,550

(

Ley

de

Sociedades

Comerciales

),

as

amended.

As from

the

enforcement of the new Civil and Commercial Code, its name was changed to “General Associations Law.”

IAS

International Accounting Standards

IFRS

International Financial Reporting Standards, issued by IASB.

PCS

Personal

Communications

Service.

A

mobile comm

unications ser

vice

with systems

that

operate

in

a

manner

similar to cellular systems.

PEN

National Executive Branch

(Poder Ejecutivo Nacional

).

PP&E

Property, Plant and Equipment.

PPP

Share Ownership Plan (

Programa de Propiedad Participada

).

PSP

Payment Service Provider

Gain (Loss) on Net Monetary Position

Results from changes in the purchasing power of the currency (“RECPAM”, for its Spanish acronym)

RMB

Official

currency of the People’s Republic of China

Roaming

Charges for the use of network availability to customers of other national and foreign carriers.

CABLEVISIÓN HOLDING

S.A.

-

2

-

Consolidated

Financ

ial

Statemen

ts

for

the

year

end

ed

Dec

ember

31,

2021,

pres

ented

on

a

c

omparative

basis

GLOSSARY OF TERMS

TR/FACPCE

Technical

Resolutions

issued

by

the

Argentine

Federation

of

Professional

Councils

in

Economic

Sciences

(

Federación Argentina de Consejos Profesionales de Ciencias Económicas

).

RT 26

Technical Resolution No. 26, amended by Technical Resolutions Nos. 29 and 43, among others.

SBT

Basic Telephony Service (

Servicio Básico Telefónico

).

SC

Argentine Secretariat of Communications (

Secretaría de Comunicaciones

).

SCMA

Advanced Mobile Communications Service (

Servicio de Comunicaciones Móviles Avanzadas

).

SEC

Securities and Exchange Commission.

SEFyC

Superintendence of Financial and Foreign Exchange Institutions

(

Superintendencia de Entidades Financieras

y Cambiarias

).

ICT services

Information and Communications Technology Services. These services include the transport and distribution

of signals or data, voice, text, video and images, provided or requested by third parties, through

telecommunications networks.

SRCE

Radio electric trunking services (

Servicio Radioeléctrico de Concentración de Enlaces

).

SRMC

Cellular Mobile Radiocommunications Service (

Servicio de Radiocomunicaciones Móvil Celular

).

SRS

Physical

and/or

radio-e

lectric

link

subscription

br

oadcasting

services

(

Servicio

de

Radiodifusión

por

Suscripción por vínculo físico y/o radioeléctrico

).

STM

Mobile Telephony Services (

Servicio de Telefonía Móvil

).

SU

Universal

Service

(

Servicio

Universal

)

The

availability

of

fixed

telephony

service

at

an

a

ffordable

price

to

all

persons within a country or specified area.

VAS

Valued-added

Services,

which pr

ovide additional

functionality

to

the b

asic tr

ansmission services

offered

by

a

telecommunications network

such as

Video streaming, Pe

rsonal Video,

Person

al

Cloud,

M2M (Communication

Machine

to

Machine),

Social

networks,

Personal

Messenger,

Contents

and

Entertainment

(content

and

text

subscriptions, trivias

,

games, music

and custo

mization -

ringtones,

wallpaper,

screensavers,

etc), MMS

(Mobile

Multimedia Services) and Voice Mail.

Telefónica

Telefónica de Argentina S.A.

UIF

Financial Information Unit (

Unidad de Información FInanciera

)

UPP

Unit of purchasing power

VLG

VLG S.A.U., previously VLG Argentina LLC.

VPP

Equity Method

(Valor Patrimonial Proporcional

)

CABLEVISIÓN HOLDING

S.A.

-

3

-

Consolidated Financi

al Statements

as of December 3

1, 2021 presente

d on a comparative bas

is

Amounts stated in Arge

ntine Pesos

- Note 1.c

).

Registered office: Tac

uarí 1842, 4th Floor, B

uenos Aires

, Argentina

Main corporate busin

ess: Investing and financ

ing

Date of incorporation: D

ecember 1

, 2016

Date of registration with

the Public Registry

of Commerce:

-

Of the by-laws:

April 27, 2017

Business start date: M

ay 1, 2017

Registration number wit

h the IGJ:

1,908,463

Expiration of Articles of

Incorporation:

April 27, 2116

Information on Parent

Company:

Name: GC Dominio S.

A.

Registered office: P

iedras 1743, Buenos A

ires, Argentina

The information about th

e Company's s

ubsidiaries is disclosed

in Note 1.

CA

PITAL STOCK STRUC

TURE (Note 22)

Type

Number of votes

per share

Total

Subscribed,

Registered

and Paid-in

Capital

Class “A” Common shares,

$ 1 par value 5

47,753,621

Class “B” Common shares,

$ 1 par value 1

121,106,082

Class “C” Common shares,

$ 1 par value 1

11,782,877

Total as of December 31, 2021

180,642,580

Total as of December 31, 2020

180,642,580

CABLEVISIÓN HOLDING

S.A.

-

4

-

CABLEVISIÓN HOLDING

S.A.

CONSOLIDATED ST

ATEMENT OF CO

MPREHENSI

VE INCOME

FOR THE YEAR

ENDED D

ECEMBER 31, 2

021 AND 2020

(in millions of Argentine pesos)

Additional informa

tion on costs by

function is pro

vided in Note 25.

The accompan

ying notes are an in

tegral part of these consolidated

financial statemen

ts.

Note

December 31,

2021

December 31,

2020

Revenues

24

425,493

455,234

Employee be

nefit expenses and

severance payments

25

(91,888)

(88,320)

Interconne

ction and Transmi

ssion Costs

(15,262)

(16,987)

Fees for Ser

vices, Maintenance

, Materials and Sup

plies

25

(49,652)

(50,061)

Taxes and Fee

s

with the Reg

ulatory Authority

25

(32,744)

(34,750)

Commi

ssions and Adverti

sing

(24,392)

(26,040)

Cost of Equ

ipment and Handse

ts

25

(20,961)

(16,803)

Programming

and Content Co

sts

(28,949)

(30,443)

Bad Debt

Expenses

6

(7,983)

(16,309)

Other Oper

ating Costs

25

(21,180)

(20,591)

Operating Income

before Deprec

iation, Amortization an

d

Impairment

132,482

154,930

Deprecia

tion, Amortization an

d Impairment of Fi

xed Assets

25

(135,545)

(124,645)

Operating (Loss)

/ Income

(3,063)

30,285

Equity in

Earnings from Asso

ciates

5

395

749

Financial

Expenses on Deb

ts

26

28,700

(37,280)

Other Finan

cial Results, net

26

17,542

9,837

Income before I

ncome Tax Expe

nse

43,574

3,591

Income Ta

x

16

(33,322)

(12,457)

Net Income / (Loss)

10,252

(8,866)

Other Comprehens

ive Income

To be subsequ

ently reclassified

to profit or loss

Currency Tran

slation Adjustments

(no effect on Income Ta

x)

(6,390)

(2,513)

Effect of N

DF classified as

hedges

342

(411)

Tax Effec

t of NDF classified as

hedges and other

(128)

32

Not to be subsequ

ently reclassifie

d to profit or loss

Actuarial Result

s

(35)

204

Tax Effect

12

(62)

Other Comprehens

ive Income / (Loss

), net of Taxes

(6,199)

(2,750)

-

Total Comprehens

ive Income/ (

Loss)

4,053

(11,616)

Net Income (Loss)

attributable t

o:

Shareholder

s of the Controlling Compan

y

3,698

(4,545)

Non-Con

trolling Interest

6,554

(4,321)

Total Comprehens

ive Income (L

oss) Attributable

to:

Shareholder

s of the Controlling Co

mpany

1,863

(5,420)

Non-Con

trolling Interest

2,190

(6,196)

Basic and Dilut

ed Earnings per

Share attributable to the

Shareholders of

the Controlling Company

(in Argentine pesos)

27

20.47

(25.16)

CABLEVISIÓN HOLDING

S.A.

-

5

-

CABLEVISIÓN HOLDING

S.A.

CONSOLIDATED ST

ATEMENT OF FIN

ANCIAL PO

SITION

AS OF DECEMB

ER 31, 2021 AND

2020

(in millions of Argentine pesos)

ASSETS

Note

December 31,

2021

December 31,

2020

CURRENT ASS

ETS

Cash and Ca

sh Equivalents

5

20,899

29,385

Investments

5

11,708

21,829

Trade Recei

vables

6

22,554

28,612

Other Receivable

s

7

8,956

10,462

Inventories

8

3,115

5,618

Total Current As

sets

67,232

95,906

NON-CUR

RENT ASSETS

Trade Receivab

les

6

72

89

Other Receivable

s

7

2,648

3,220

Deferred Inco

me Tax Assets

16

736

702

Investments

5

3,226

3,248

Goodwill

9

359,118

360,135

Property, Plant and

Equipment (“

PP&E”)

10

450,862

483,994

Intangible Asse

ts

11

143,653

156,558

Right-

of

-Use Asse

ts

12

33,415

26,825

Total Non-Current

Assets

993,730

1,034,771

Total Assets

1,060,962

1,130,677

LIABILITIES

CURRENT LIABI

LITIES

Accounts Payable

13

49,249

59,414

Financial Debt

14

64,869

62,795

Salaries and So

cial Security Paya

bles

15

22,285

21,659

Income Tax Liabil

ities

16

13,927

100

Taxes Payable

17

3,963

5,544

Dividends Payable

30.1

922

14,025

Lease Liabilitie

s

18

6,130

5,035

Other Liabilities

19

3,055

3,162

Provisions

20

2,146

2,441

Total Current L

iabilities

166,546

174,175

NON-CUR

RENT LIABILITIES

Accounts Payable

13

1,096

3,695

Financial Debt

14

202,052

239,390

Salaries and So

cial Security Paya

bles

15

1,546

1,268

Deferred Inco

me Tax Liabilities

16

135,232

120,261

Taxes Payable

17

-

8

Lease Liabilitie

s

18

12,786

10,515

Other Liabilities

19

1,250

1,745

Provisions

20

9,574

11,263

Total Non-Current

Liabilities

363,536

388,145

Total Liabilities

530,082

562,320

EQUITY

(as per

the correspondin

g statement)

Attributable to

Shareholders of the

Controlling Compan

y

221,685

236,228

Attributable to Non-

Controlling Inter

ests

309,195

332,129

TOTAL EQUITY

530,880

568,357

TOTAL LIABILI

TIES AND EQUIT

Y

1,060,962

1,130,677

The accompan

ying notes are an in

tegral part of these

consolidated fina

ncial statements.

CABLEVISIÓN HOLDING

S.A.

-

6

-

CABLEVISIÓN HOLDING

S.A.

CONSOLIDATED ST

ATEMENT OF C

HANGES IN EQ

UITY

FOR THE YEAR EN

DED DECE

MBER 31, 2

021 AND 2020

(in millions of Argentine pesos)

Equity attributable to Shareholders of t

he

Controlling

Company

Equity

Attributable to

Non

-

Controlling

Interests

Shareholders’ Contribution

Other Items

Retained Earnings

Total Equity of

Controlling

Company

Total Equity

Capital Stock

Inflation

Adjustment

on Capital

Stock

Additional

Paid

-

in

Capital

Subtotal

Other

Comprehensive

Income

Other

Reserves

Legal

Reserve

Voluntary

Reserves

(1)

Retained

Earnings

Balances as of January 01, 2020

181

12,881

30,716

43,778

(3,618)

162,827

2,612

211,287

(159,916)

256,970

362,491

619,461

-

Reversal of Reserves (Note 30.1)

-

(6,187)

6,187

-

Dividend Distribution (Note 30.1)

-

(15,342)

-

(15,342)

-

(15,342)

Sale of Treasury Stock

-

2

-

(2)

-

Dividends and Other Movements of Non

-

Controlling Interest

-

(24,198)

Adjustment to the value of the Irrevoca

ble

Call and Put Option on the Shares of AVC

Continente Audiovisual

-

20

-

20

32

52

Net Income (Loss) for the Year

-

(4,545)

(4,321)

(8,866)

Other Comprehensive Income

/ (Loss)

-

(875)

-

(875)

(1,875)

(2,750)

Balances as of December 31, 2020

181

12,881

30,716

43,778

(4,493)

162,849

2,612

189,758

(158,276)

236,228

332,129

568,357

Reversal of Reserves (Note 30.1)

-

(4,547)

4,547

-

Dividend Distribution (Note 30.1)

-

(16,479)

-

(16,479)

-

(16,479)

Dividends and Other Movements of Non

-

Controlling Interest

-

(25,215)

Adjustment to the value of the Irrevoca

ble

Call and Put Option on the Shares of AVC

Continente Audiovisual

-

73

-

73

91

164

Net Income (Loss) for the Year

-

3,698

6,554

10,252

Other Comprehensive Income

/ (Loss

)

-

(1,835)

-

(1,835)

(4,364)

(6,199)

Balances as of December 31, 2021

181

12,881

30,716

43,778

(6,328)

162,922

2,612

168,732

(150,031)

221,685

309,195

530,880

(1) Voluntary Rese

rve for Illiquid Re

sults.

The accompan

ying notes are an in

tegral part of these

consolidated fina

ncial statements.

CABLEVISIÓN HOLDING

S.A.

-

7

-

CABLEVISIÓN HOLDING

S.A.

CONSOLIDATED ST

ATEMENT OF C

ASH FLOWS

FOR THE YEAR

ENDED D

ECEMBER 31, 2

021 AND 2020

(in millions of Argentine pesos)

Note

December 31,

2021

December 31,

2020

CASH FLOWS

PROVIDED BY (U

SED IN) OPERA

TING ACTIVITIES

Net Income /

(Loss)

10,252

(8,866)

Adjustments to Re

concile Net In

come to net Cash

Flows Provid

ed by Operating

Activities

Allowance

s Deducted from A

ssets and Provision

s for Lawsuit

s and Other Contingenc

ies

9,452

17,165

Deprecia

tion of PP&E

10

108,373

99,176

Amortization

of Intangible Asset

s

11

15,558

16,041

Amortization

of Rights of U

se

12

10,330

8,860

Equity in

Earnings from Asso

ciates

5

(395)

(749)

Net Boo

k Value of Fixed A

ssets and Consumpt

ion of Materials

2,726

996

Financial

Results and Other

(48,489)

39,577

Income Ta

x Expense

16

33,322

12,457

Income Ta

x Paid

(2,270)

(2,866)

Net Increa

se in Assets

5.b

(18,459)

(12,178)

Net Increa

se (Decrease) in Liabili

ties

5.b

9,434

(16,838)

Net Cash Flows pr

ovided by Op

erating Activities

129,834

152,775

CASH FLOWS

PROVIDED BY (U

SED IN) INVESTING A

CTIVITIES

PP&E Acqu

isitions

(73,586)

(78,924)

Intangible

Assets Acquisition

(2,540)

(3,128)

Collection

of Dividends

5.b

234

121

Income from

Sale of PP&E and

Intangible Asset

s

157

80

Investmen

ts not considered a

s cash and cash

equivalents

(39,302)

(43,518)

Net Cash Flows use

d in Investin

g Activities

(115,037)

(125,369)

CASH FLOWS

PROVIDED BY (U

SED IN) FINANC

ING ACTIVITIES

Proceeds

from Financial Deb

t

5.b

64,216

84,570

Payment o

f Financial Debt

5.b

(50,296)

(98,705)

Payment o

f Interest and Related

Expenses

5.b

(26,817)

(31,473)

Payment o

f Lease Liabilitie

s

(6,596)

(7,896)

Payment o

f Dividends

-

(1,481)

Acquisi

tion of Equity Interes

ts

(59)

-

Payment o

f Cash Dividends

to Non-Controlling Interest

s

5.b

(744)

(554)

Net Cash Flows use

d in Financi

ng Activities

(20,296)

(55,539)

NET DECREAS

E IN CASH FLOW

(5,499)

(28,133)

CASH AND CA

SH EQUIVALENTS A

T THE BEGINNING

OF THE YEAR:

29,385

55,613

EFFECTS OF

EXCHANGE RATE

CHANGES AND

GAIN (LOSS) ON

NET MONETARY

POSITION ON CA

SH AND CASH

EQUIVALENTS

(2,987)

1,905

CASH AND CA

SH EQUIVALENTS A

T THE END OF THE

YEAR

20,899

29,385

See Note 5.b for addi

tional inform

ation on the con

solidated statem

ent of cash flows.

The accompan

ying notes are an in

tegral part of these consolidated

financial statemen

ts.

CABLEVISIÓN HOLDING

S.A.

-

8

-

CABLEVISIÓN HOLDING

S.A.

NOTES TO THE CON

SOLIDATED FIN

ANCIAL STAT

EMENTS

FOR THE YEAR EN

DED DECE

MBER 31, 2

021,

(in millions of Argent

ine pesos)

NOTE

1

–

GENERAL

INFO

RMATION

AND

BASIS

FOR

THE

PRESENTATION

OF

THE

CONSOLID

ATED

FINANCIAL STATEME

NTS

a)

General Information

Cablevisión Holding

S.A.

Cablevisión

Holding

S.A.

is

a

holding

company

that

op

erates

in

the telecommunications

industry.

Its

operating

income

a

nd

cash

flows

der

ive

from

the

operat

ions

of

its

subsidiaries

in

which

it

partici

pates

directly

or indirectly.

Telecom Group

Telecom Argentina

w

as created

t

hrough the

privatizatio

n

of ENTel,

the state-

owned company tha

t provided

telecommunication serv

ices in Argentin

a.

Telecom’s license, as

ori

ginally granted, was exclusive to

prov

ide telephony services

in the

norther

n

region

of

Argentina

si

nce

Novemb

er

8,

1990

through

Oc

tober

10,

1

999.

As

fr

om

s

uch

date,

Telecom

also

began

providing telephony serv

ices in the southern region of Argentina and compe

ting in the previously exclusiv

e

northern region.

In

November

2017,

T

elecom

executed

a

merger

a

greement

with

Teleco

m

Pers

onal.

As

from

its

effective

dat

e,

Telecom

directly

provides

mob

ile

t

elecommunica

tion

s

ervices.

In

addition,

as

a

conse

quence

of

th

e

merger between Telecom a

nd Cablevisión (recorded a

s a reverse acquisition), Telecom deve

lops, as from

fiscal

year beginning January 1,

2018, the operations

that

C

ablevisión developed until December

31, 2017,

which

mainly

consist

ed

in

the

prov

ision

of

subsc

ription

television

s

ervices

through

th

e

operation

o

f

the

networks installed in di

fferent locations of Arge

ntina and Urugu

ay.

Therefore,

Te

lecom

mai

nly

prov

ides

fixed

and

mob

ile

telephony,

cable

televis

ion,

data

tra

nsmission,

an

d

Internet

services

in

Argent

ina.

It

also

provides

other

ICT

services

thr

ough

its

subsidiaries

in

Uruguay

,

Paraguay and the U

nited States of A

merica (“USA”).

Information on the Gr

oup

’s licenses

and on the regu

latory framework is des

cribed under Note

2.

On J

uly

15,

2020,

Telecom

entered

into

a

man

agement

trust

agre

ement

with

TMF

Trus

t Co

mpany

(with

a

100%

inter

est)

effect

ive

u

ntil

Novem

ber

5,

2020,

date

on

which

it

was

terminated.

Con

sequently,

the

consolidated

o

perations

of

Telecom

for

fiscal

y

ear

20

also

incorporat

e

those

operatio

ns

carr

ied

out

by

the trust during its eff

ectiveness. For more

information, s

ee Note 14.

CABLEVISIÓN HOLDING

S.A.

-

9

-

As

of

Dec

ember

31,

202

1

and

20

,

the

most

s

ignificant

s

ubsidi

ary

included

in

the

co

nsolidation

process

and the respective direct a

nd indirect equity int

erest is:

Company

Country

Interest as of

December

31, 2021

(2)

Interest as of

December

31, 2020

(2)

Telecom Argent

ina

(1)

Argentina

39.08%

(1)

See Note 32.

(2)

As

mentioned in

Note 4

to

these consolidated financial st

atement

s,

on April

15,

2019, t

he Voting Trust

created under

the

trus

t

agreement (the “Trust Agreement”

) was

formalized. Pursuant to said Trust Agreement, Fintech Teleco

m

LLC and VLG S.A.U.,

a

subsidiary

of

the

Company,

each

contributed

the

bare

ownership

-including

the

voting

rights-

of

235,177,350

shares

of

Telecom

Argentina

representing

10.92%

of

t

he

outstanding

capital

stock

of

Telecom

Argentina

(the

“Shares

in

Trust”)

to

a

voting

trust

(the

“Voting

Trust”),

reserving

for

themselves

the

usufruct

of

the

contributed

shares.

Consequently,

the

Company

holds

an

economic intere

st of 39.08% in the

outstanding capital

stock of Telec

om Argentina.

Pursuant

to

the

above-mentioned

Trust

Agreement,

the

Company

appointed

a

t

rustee

who

shall

vote

the

Shares

in

Trust

as

instructed

or

voted

by

Cablevisión

Holding

c

oncerning

any

and

all

matters

t

hat

are

not

s

ubject

to

veto

under

the

Telecom

Argentina Shar

eholders' Agreeme

nt. In these case

s, Cablevisión Ho

lding and the trustee appo

inted by Cablevisión

Holding will

be entitled to vo

te 50% plus 2 shar

es of Telecom Arge

ntina.

Regarding

the

matters

subject

to

veto

under

t

he

Telecom

Argentina

Shareholders'

Agreement,

Cablevisión

Holding

shall

be

entitled t

o

vote

the shares

it

holds

directly (18.89%

of

the

outstanding s

hare capital)

and

the

shares it

holds

indirectly

through

VLG

(9.27%

of

t

he

outstanding

share

capital),

together

accounting

for

28.16%

of

the

outstanding

share

c

apital

of

Telecom

Argentina. The

Shares in Trust, in the

se cases, shall be

voted by the trustee

appointed by Finte

ch.

b)

Segment informatio

n.

An operating segment

is defined as a comp

onent of an entity that may e

arn revenues an

d incur expenses,

and

whose

financial

infor

mation

is

presented

se

parately

and

evaluated

regularly

by

the

entity's

chief

operating dec

ision maker.

In

the c

ase of

the Gr

oup,

the

Executive

Director

is resp

onsible for

the

control

of

the resources and the

economic-

financial performanc

e of the Group.

The

Executive

Director

ha

s

a

str

ategic

and

operati

onal

vision

of

the

Group

as

a

single

busi

ness

unit

in

Argentina

in

acc

ordance

w

ith

the

c

urrent

regulat

ory

framework

of

the

converg

ent

ICT

Services

indus

try

(aggregating

in

th

e

same

segment

th

e

activities

r

elated

to

mobile

te

lephony

serv

ices,

Internet

s

ervices,

cable

television

s

ervices

and

fixe

d

telephony

services,

s

ervices

that

are

subject

to

the

same

r

egulatory

framework

of

ICT

s

ervices).

In

the

performa

nce

of

his

duties,

the

Executive

Direc

tor

periodically

receives

the

ec

onomic-fin

ancial

information

about

the

Group

(at

historical

currency

as

of

the

transaction

date)

prepared

as

a

single

segm

ent

and

reviews

the

evolution

of

the

business

as

a

single

cash

-generat

ing

unit,

allocating

resources

in

a u

nified

manner

to

ach

ieve t

he

Group's

goals.

C

osts

are

not

al

located s

pecifically

to

a

type

of

service,

tak

ing

i

nto

c

onsideration

that

Telecom

Argen

tina

has

a

single

payroll

and

general

operating

expenses

th

at

affect

all

the

services

in

general

(non

-specific).

In

addition,

the

dec

isions

on

CAPE

X

affect all the different types of

services

provided by Telecom in Argentina and not one of

them in

partic

ular.

Based

on the

above and

i

n

accordance with

ac

counting principles

(established in

the IFRS

as

issued by

the

IASB), the Group is d

eemed to have a

single segment of op

erations in Argentin

a.

The Group carries out activities abro

ad (Paraguay, United

States of America

and Uruguay). The Executiv

e

Director does

not

analyze

those opera

tions

as a

separate s

egment. He

analyzes

the

consolidated

information

of

the

companies

in

Argentina

and

abroa

d

(at

histor

ical

currency

as

of

the

transaction

dat

e),

taking

into

c

onsideration

that

th

e

activities

of

the

foreign

c

ompanies

are

not

s

ignificant

for

the

Group.

Th

e

Group’s foreign o

perations

do not meet

the aggregat

ion criteria esta

blished by

the

standard to be

grouped

within

the

segment

“Servic

es

rendered

in

Argenti

na”,

and

since

none

of

them

exceed

t

he

quantitative

thresholds

set

out

in

the

standar

d to

qua

lify

as

reportable s

egments,

they

are

gr

ouped

under

the

category

“Other foreign segments

.”

The

Executive

Director

assesses

the

performance

of

t

he

operating

segme

nts

bas

ed

on

t

he

measure

ment

of the operating inco

me before deprec

iation, amortization a

nd impairment.

CABLEVISIÓN HOLDING

S.A.

-

10

-

Set

out

below

is

the

s

egment

informa

tion

as

assessed

by

the

Executive

Dir

ector

for

the

years

ended

December 31, 2021 a

nd 2020:

❑

Co

nsolidated income sta

tement f

or the year ended

December 31, 202

1

Services

rendered in

Argentina

Services

rendered in

Argentina -

effect of

restatement

Services rendered

in Argentina

restated at

constant currency

Other

foreign

segments

Other foreign

segments -

effect of

restatement

Other foreign

segments

restated in

constant

currency

Eliminations

Total

Revenues

332,816

63,403

396,219

26,215

5,067

31,282

(2,008)

425,493

Operating Costs (Not Including Depreciation,

Amortization and Impairment of Fixed

Assets)

(229,756)

(46,635)

(276,391)

(15,514)

(3,114)

(18,628)

2,008

(293,011)

Operating Income before Depreciation and

Amortization

103,060

16,768

119,828

10,701

1,953

12,654

-

132,482

Depreciation, Amortization and Impairment of

Fixed Assets

(135,545)

Operating Loss

(3,063)

Equity in Earnings from Associates

395

Financial Expenses on Debts

28,700

Other Financial Results, net

17,542

Income before Income Tax Expense

43,574

Income Tax

(33,322)

Net Income

10,252

Attributable to:

Shareholder of the Controlling Company

3,698

Non-Controlling Interest

6,554

10,252

❑

Co

nsolidated income stat

ement for the y

ear ended Decemb

er 31, 2020

Services

rendered in

Argentina

Services

rendered in

Argentina -

effect of

restatement

Services rendered

in Argentina

restated at

constant currency

Other

foreign

segments

Other foreign

segments -

effect of

restatement

Other foreign

segments restated

in constant

currency

Eliminations

Total

Revenues

240,325

185,042

425,367

18,183

13,811

31,994

(2,127)

455,234

Operating Costs (Not Including Depreciation,

Amortization and Impairment of Fixed

Assets)

(159,103)

(123,197)

(282,300)

(11,419)

(8,712)

(20,131)

2,127

(300,304)

Operating Income before Depreciation and

Amortization

81,222

61,845

143,067

6,764

5,099

11,863

154,930

Depreciation, Amortization and Impairment of

Fixed Assets

(124,645)

Operating Income

30,285

Equity in Earnings from Associates

749

Financial Expenses on Debts

(37,280)

Other Financial Results, net

9,837

Income before Income Tax Expense

3,591

Income Tax

(12,457)

Net Loss

(8,866)

Attributable to:

Shareholder of the Controlling Company

(4,545)

Non-Controlling Interest

(4,321)

(8,866)

CABLEVISIÓN HOLDING

S.A.

-

11

-

Additional

i

nformation

p

er

geogr

aphical

area

req

uired

under

IFR

S

8

(Operating

Seg

ments)

is

disclosed

below:

December 31,

2021

2020

Sales revenues fro

m customers lo

cated in Argentina

356,623

423,580

Sales revenues fro

m foreign custo

mers

30,712

31,654

CAPEX correspond

ing to the seg

ment “Services ren

dered in Argent

ina”

78,593

75,599

CAPEX

correspond

ing to the seg

ment “Other foreign

segments”

6,957

8,524

Fixed Assets

corresponding to the

segment “Servi

ces rendered in Arge

ntina”

974,315

987,629

Fixed Assets

corresponding to the

segment “Other fore

ign segments”

33,608

39,882

Financial Debt cor

responding to th

e segment “Ser

vices rendered in

Argentina”

259,403

293,562

Financial Debt cor

responding to th

e segment “Othe

r foreign segmen

ts”

7,518

8,623

c)

Basis for the Presentation

In

preparing

these

conso

lidated

financial

st

atements

for

the

year

ending

Dece

mber

31,

2

021,

and

for

the

purposes

of

presentat

ion

to

the

London

St

ock

Exchange

(L

SE)

,

the

Compa

ny’s

consolidated

financ

ial

statements

have

been

prepared

in

accordance

w

ith

IFRS

as

issued

by

th

e

IASB.

IFRS

also

include

International

Accounting

Standards

or

“IAS”;

IFRS

Interpretat

ions

Com

mittee

or

“IF

RIC”,

IAS

interpretations

or “SIC” and the conce

ptual framework

.

The

prep

aration

of

these consolidated

financial

statements

in

co

nformity

with

IFRS

requires

that the

Company's

Management

make

estimates

that

aff

ect

the

figures

disclose

d

in

the

consol

idated

financial

statements

or

their

s

upplementary

information.

Actual

results

may

differ

from

th

ese

estimates.

The

ar

eas

involving a

h

igher degree

of judgment or

c

omplex

ity, or

areas where estimates

are significant are di

sclosed

under Note 3.u

).

These

consolidated

financial

statem

ents

(except for

th

e

statement of

cash

flows) were

pr

epared in

constan

t

currency

as

of

December

31,

2021

(

see

item

e)

on

an

accrual

basis

of

a

ccountin

g.

Under

this

basis,

the

effects

of

tra

nsactions

are

rec

ognized

when

they

oc

cur.

Theref

ore,

income

and

exp

enses

ar

e

initially

recognized at

fair value

on an

acc

rual

basis regardless of

when they

are

received

or paid.

When

signif

icant,

the

differenc

e

between

the

fair

value

and

the

nominal

amount

of

income

and

ex

penses

is

recogn

ized

as

financial income or exp

ense using the ef

fective interes

t method.

The

figures

as

of

D

ecember

31,

2020

a

nd

for

the

year

e

nded

Dec

ember

31,

2020

th

at

are di

sclose

d

in

the

s

e

consolidated

financ

ial

stat

ements

for

comparative

pu

rposes,

arise

from

th

e

r

estatement

of

the

financia

l

statements as of this dat

e in constant currency as of D

ecember 31, 2021. This is

due to the restatement of

the

fi

nancial

informat

ion

descr

ibed

in

it

em

e).

Where

appropr

iate,

we

made

cer

tain

r

eclassifications

for

comparative purposes.

d)

Consolidated Finan

cial Statements Fo

rmats

The consolidated fina

ncial statement formats

adopted

are consistent with

IAS 1. In part

icular:

•

the

consolidated

s

tatements

of

financial

p

osition

have

b

een

prepared

by

classifying

assets

and

l

iabilities

according

to

the

“current

and

non

-

current”

criteri

on.

Current

assets

a

nd

liabilities

are

those

that

are

expected to be realize

d/settled within twe

lve months after y

ea

r-

end;

CABLEVISIÓN HOLDING

S.A.

-

12

-

•

the consolidated statements of comprehensive income

include the net income

for the year as

shown in

the

conso

lidated

income

statem

ents

a

nd

all

c

omponents

of

other

compreh

ensive

income,

and

have

been

prepare

d

by

classifying

operating

expenses

by

n

ature

of

expense

as

t

his

f

orm

of

presentation

represents the way tha

t the business is monitored by the

Executive Director, and, additionally, is in

line

with the usual prese

ntation of expens

es in the ICT Ser

vices industry

;

•

the

consolidated

statem

ents

of

c

hanges

in

equity

have

been

pr

epared

showing

separately

(

i)

net

income

/

(loss)

for

the

year,

(ii)

ot

her

comprehensive

incom

e

(

loss)

for

th

e

year,

a

nd

(iii)

transac

tions

wit

h

shareholders (owners an

d non-

controlling interest), w

here appropriat

e;

•

the

conso

lidated

s

tatements

of

cash

flows

have

been

prepared

by

applying

the

indirect

method

t

o

reconcile

the

net

income

for

the

y

ear

with

the

c

ash

flows

generated

by

its

op

erations,

as

permitted

b

y

IAS

7.

These c

onsolidated

financi

al sta

tements

conta

in

all t

he

dis

closures

required

und

er IFR

S.

Some

additiona

l

disclosures required by t

he LGS and/or by

the CNV have also

been included.

e)

Financial Reporting in Hy

perinflationary Econo

mies

IAS

29

sets

out

th

e

conditi

ons

under

which

an

entity

s

hall

r

estate

its

financial

statem

ents

at

the

currency

unit current

as of

the da

te of

the account

ing measurem

ent when

it

operates in

a c

ountry wi

th an ec

onomic

environment classifie

d as “hyperinflatio

nary.”

To de

termi

ne

the existence of

a highly inflationary

economy un

der the

t

erms of

I

AS 29,

t

he standard

deta

ils

a

series

of

factors

to

consider,

including

a

cumu

lative

inflation

rate

over

thre

e

y

ears

that

is

close

to

or

exceeds 100%.

The

macroeconomic

events

that

occurred

in

Argent

ina

during

2018,

and

the

cu

mulative

i

nflation

rat

e

over

the

last

three

ye

ars

as

of

Dec

ember

31,

201

8,

which

reached

147.8%,

i

ndicate

that

th

e

qualitative

a

nd

quantitative

fact

ors

provi

ded

under

IAS

29

to

consi

der

Argentina

as

a

h

ighly

inflationary

econ

omy

for

accounting

purposes

wer

e

fulfille

d.

On

September

29,

2018,

the

FACPCE

iss

ued

Resolution

No.

53

9/18,

whereby

it

provided

f

or

the

need

to

adj

ust th

e

financial

state

ments

of

Argentin

e c

ompanies

for

ac

counting

periods ending as from

July

1,

2018, and set out

spec

ific issues regarding

the infl

at

ion adjustment, such as

the

indexes

t

o

be

used.

This

Reso

lution

w

as

approve

d

on

Octo

ber

10,

20

18

by

t

he

CPCEC

ABA

throug

h

Resolution No. 107/1

8.

In

addition, Law

No. 27,468 amended

Section 10

of Law

No. 23,928,

as amended, providing

th

at

the repeal

of

a

ll

the

laws

and

regulations

that

es

tablish

or

authorize

price

index

ation,

c

urrency

restatement,

cost

variance

an

d

any

other

form

of

restatem

ent

of

debts,

taxes,

pric

es

or

fees

r

elated

t

o

property,

works

or

services,

does

not

apply

to

f

inancial

st

atements, which

remain

subject

t

o

Sec

tion

62

of

the

General

Associations

Law,

as

amended.

In

addition,

it

repealed

Decree

No.

1,269/02,

as

amended,

and

delegat

ed

on the

National

Execu

tive

Branch, thro

ugh its

oversig

ht agenc

ies, the

power

to s

et the

date

as

from wh

ic

h

those regulations w

ill come into eff

ect with respect to fi

nancial statements.

Consequently, throug

h Resolution No. 777/18,

the CNV estab

lished the method to restat

e financial

statements in

constant currency, in

accordance

with IAS 29

for years /

period

s ended on

or after

December

31,

2018.

Therefore,

thes

e

consolidated

financial

stat

ements

have

been

r

estated

in

constant

curr

ency

as

of December 31, 202

1.

Pursuant

t

o

R

esolution

No.

539/18,

t

he

inflation

r

ate

was

based

on

th

e

D

omestic

Wholesale

Price

Inde

x

(“IPIM”, for its Spanish acr

onym) until the ye

ar 2016, tak

ing into consideration for t

he months of Nove

mber

and

D

ecember

2015

the

average

variat

ion

of

the

IPC

index

of

the

City

of

Buenos

Aires.

As

from

January

2017, the Company

used the Nationa

l Consumer

Price Ind

ex (National IPC, for i

ts Spanish acro

nym).

CABLEVISIÓN HOLDING

S.A.

-

13

-

The

fol

lowing

tab

le

shows

the

evolution

of

the

National

I

PC

over

t

he

last

three

fiscal

years,

acc

ording

to

official

statist

ics (INDEC)

i

n accordance

with the guidelines

described under Resolutio

n

No. 539/18, as

w

ell

as the devaluation of the

Argentine peso

against the U

S dollar for the sa

me years:

As of

December

31, 2019

As of

December

31, 2020

As of

December

31, 2021

General Price Inde

x (December

2016=100)

284.44

385.88

582.46

Variation of Pr

ices

Annual

53.8%

36.1%

50.9%

Accumulated o

ver 3 years

183.2%

209.2%

216.1%

The following is a sum

mary of the effec

ts of the application of I

AS 29:

Restatement of the Sta

tement of Financial

Position and of t

he Statement of Ch

anges in Equity

The Company resta

ted all t

he non-m

onetary items

in order to

reflect the impac

t of the inflat

ion adjustment,

reporting

in

terms

of

the

measuring

un

it

c

urrent

as

o

f

Dec

ember

31,

2021.

Cons

equently,

the

ma

in

items

restated

were

PP&E,

Intan

gible

assets,

Right

-

of

-Use

Assets,

Goodwill,

Invent

ories,

certain

Investments

in

associates

and

the

Equity

items.

Each

item

must

be

res

tated since

the

date

of th

e

initial r

ecognitio

n

in t

he

Company's

E

quity

or

s

ince

the

last

reva

luation.

Monetary

items

have

not

been

restated

because

th

ey

are

stated in terms of the

measuring unit curr

ent as of Dec

ember 31, 2021.

Restatement of the Sta

tement of Compreh

ensive Income and o

f the Stateme

n

t of Cash Flows

In

the

Statement

of

Comprehensive

Incom

e,

the

items

must

be

restated

in

term

s

of

the

measuring

u

nit

current at the closing da

te of the reportin

g year, applying the varia

tions in a mont

hly general price index.

The

financial

resu

lts

from

exc

hange

differences,

as

well

as

the

interest

acc

rued,

are

calculated

i

n

real

terms

,

excluding the corresp

onding inflationary eff

ect.

The

effect

of

infla

tion

on

the

monetary

posi

tion

is

include

d

in

the

State

ment

of

Com

prehensive

Income

under

Other financial res

ults, net.

The i

tems

of

the

Statement

of

C

ash F

lows

must

also

be

restated

in t

erms

of

the

measuring

unit c

urrent

at

the

closing

dat

e.

The

total

cash

and

cas

h

equivalent

s

at

the

beginning

o

f

the

year

must

be

resta

ted

to

constant

curr

ency

as

of

the

closing

d

ate,

w

hile

cash

and

cash

equivalents

at

th

e

end

of

the

year

mus

t

b

e

stated in

nominal values.

T

he

restatem

ent has

a

n impact

on the net income

/ (loss) of

the year and must

b

e

eliminated from the stat

ement of cash f

lows because i

t is not considered as c

ash or cash equ

ivalents.

Investments in Forei

gn Companies

The

subsid

iaries,

associ

ates

and

compan

ies

under

common

control

that

us

e

fun

ctional

curr

encies

oth

er

than t

he Ar

gentine

peso (

mainly fore

ign co

mpanies

with eco

nomies th

at are

not considered

to

be

hyperinflationary)

, sha

ll

not

make

th

e

inflation

adjustm

ent

to

their

financi

al

statements,

in

ac

cordance

with

IAS 29.

However,

and

only

for

repor

ting

and

consolidati

on

purposes,

the

c

omparative

f

igures

presented

i

n

Argentine

pesos in the S

tate

ment of Comprehensive Income corr

esponding to the

curren

t year and

the previous year

must

be

stated

at

historical

curr

ency.

In

addition,

the

init

ial

it

ems

of

the

Stateme

nt

of

Changes

in

Equity

must be

reported

at h

istorical curr

ency w

ithout mo

difying t

he tota

l figure

due

to th

e fact

that

it is

translate

d

into

t

he

closing

exchange rate

,

which

implies qu

alitative variations

in i

ts breakdown

affecting

mainly

Retained Earnings a

nd Other Comprehe

nsive Income.

CABLEVISIÓN HOLDING

S.A.

-

14

-

NOTE 2

–

REGUL

ATORY FRAMEWORK

a) REGULATORY AUTHO

RITY

The activit

ies carried

out

by

the Grou

p, prov

ider of

Info

rmation and

Comm

unications

Technology

Serv

ices

("ICT

” Services)

, are governed by

a set of regulat

ions that make

up the regulat

ory framework ap

plicable to

the sector.

The

Regulatory

A

uthority for ICT

services in

Argentina

is ENACOM,

which is

c

urrently under

th

e jurisdiction

of the Secretariat of Pu

blic Innovation un

der the Chief

of the Cabinet of M

inisters.

Núcleo, with

operat

ions in

the Republic of Paraguay, is

under the oversight of

t

he

CONATEL (like TUVES),

and Personal Envíos

is under the ov

ersight of the Cent

ral Bank of the Repub

lic of Paraguay.

Telecom

USA,

wh

ich

operates

in

t

he

United

St

ates

of

Americ

a,

is

under

the

oversight

of

the

Fed

eral

Communications Co

mmission (“FCC”

).

Adesol,

a

company

incorporated

in

Uruguay,

has

contractual

r

elationships

with

several

licensees

that

provide

subs

cription

televisi

on

services

through

various

sys

tems

in

s

aid

country

and

are

under

the

overs

ight

of the Communicatio

n Services Regulatory

Agency (“UR

SEC”

, for its Spanish acro

nym).

Micro Sistemas

is reg

istered as

PSP

and is s

ubject t

o the

regulations

issued by

the BCR

A and t

he FIU

for

this type of transactions

.

b) LICENSES

✓

Under t

he

Licencia

Única

Argentina

Digital

,

Telecom

currently

provide

s t

he fo

llowing

services:

•

Local fixed telephony,

•

Public telephony,

•

Domestic and interna

tional long

-distance telepho

ny,

•

Domestic and interna

tional point

-

to

-point link s

ervices,

•

Value

ad

ded,

d

ata

transmis

sion,

videoconfere

ncing,

transportation

of

broadcas

ting

si

gnals,

and

Internet access,

•

STM,

SRMC, PCS

and

SC

MA,

also

ca

lled

mobile communications

services

(

"SCM", for

its Spanish

acronym),

•

SRS and

•

SRCE.

The

licenses

for

render

ing

SCM

serv

ices

h

ad

b

een

ori

ginally

granted

to

Persona

l

and

were

subse

quently

transferred

to

Telecom

u

nder

the

merger

with

Pers

onal p

ursuant

to

EN

ACOM

Res

olution No

.

4,545

-E/

17.

Such licens

es wer

e

granted

for

the

provision

of

STM

in

the

Northern

Reg

ion

of A

rgentina,

of SR

MC

in th

e

AMBA area, and of

PCS and SC

MA throughout the co

untry.

Within

the

fram

ework

of

th

e

merger

wit

h

Cablevisió

n

pursuant

to

ENACOM

Resolution

No.

5,644

-E/17,

Telecom also

acquired licenses and authorizations to

r

ender SRCE services

and the

Reg

istration to

r

ender

Physical and Radio-

Electric Link Subscrip

tion Televisio

n Services and the corres

ponding authorizat

ions.

✓

Licenses held by subs

idiaries

in Paraguay

Núcleo

ho

lds a

l

icense

to

provide

mobile

telecommunicati

on

services - STMC

and

PCS

througho

ut

Paraguay.

In

addition,

Núc

leo

holds

a

license

for

the

installation

and

exploitation

of

Internet

and

data

services throughout Par

aguay. All these

licenses were grante

d f

or renewable f

ive-year periods.

CABLEVISIÓN HOLDING

S.A.

-

15

-

Personal

Envío

s

was

authorized

by

the

Centr

al

Bank

of

the

Republic

of

Paraguay

to

operate

as

an

Electronic

Payment

C

ompany (“EMPE”,

for

its

Spanish acronym)

through

Resolutio

n

No. 6

issued

on

Marc

h

30, 2015, and its corpor

ate

purpose is restricted to suc

h service.

Tuves

Paragua

y

holds

a

license

for

the

prov

ision

o

f

direct

-

to

-hom

e

subscr

iption

audio

and

television

services (“DATDH”)

. This license was gra

nted for rene

wable five

-year per

iods.

c) REGULATORY FRAM

EWORK OF

THE SER

VICES PROVID

ED BY TELECO

M.

Among the main reg

ulations that govern th

e services r

endered by Teleco

m, the followin

g stand out:

•

Law No. 27,078 -

D

igital Argentina Law

(“LAD”, for its

Spanish acronym), as a

mended.

•

Law No. 19,798 to the

extent it do

es not contradict th

e LAD.

•

The Privatization Regu

lations, which regu

lated that process

.

•

The Transfer Agreeme

nt.

•

The licenses

for prov

iding telecommu

nication serv

ices grante

d to Teleco

m and

the Bidding

Terms

and Conditions and the

ir respective g

eneral rul

es.

The

exploit

ation

of

physical

and/or

radio

electric

link

s

ubscription

broa

dcasting

services

held

by

Teleco

m,

originally granted

under L

aw No.

22,285, ar

e currently

governed by

the LAD s

ince Emer

gency Decree No.

267/15 was issued.

✓

LAW NO. 27,078

–

DIGITAL

ARGENTINA LAW

Enacted in

December 2014, the LAD

maintained

the single country

-wide license

scheme and the

individual

registration

of

the

serv

ices

to

be

re

ndered

but

replaced

t

he

name

t

elecommun

ication

serv

ices

with

ICT

Services and adde

d several changes to

the regulatory framew

ork of these serv

ices.

Law No.

19,798,

the Te

lecommunica

tions Act

(passe

d in 1

972), as

amended

, continues

in

effect

only wi

th

respect

to

thos

e

prov

isions

that

do

not

c

ontradict

the

provisions

of

the

LAD

(a

mong

t

hem,

for

exa

mple,

Article 39

of Law No.

1

9,798 regarding the

exemption from all

t

axes on

the use

of soil,

subsoil and

airspace

for telecommunicat

ions services)

.

The

LAD

also

revoked

De

cree

No.

764/

00,

as

a

mended,

but

the

pr

ovisions

of

the

decree

th

at

do

not

contradict

th

e

L

AD

wi

ll

re

main

in

effect

during

the

t

ime

it

takes

the

Regulatory

Authority

to

issue

new

licensing,

interconn

ection

serv

ices,

SU

and

sp

ectrum

regulat

ions

(see

paragr

aph

f),

section

“Other

Relevant

Regulations” in this n

ote).

✓

DECREE No. 2

67/15

–

AM

ENDMENTS TO THE

LAD

On J

anuary 4,

2

016, E

mergency

Decree

No.

267/15

was

pub

lished i

n th

e O

fficial

Gazette,

amending

Law

No. 26,522 (“the Audiovisual Communication Services

Law or

the Media Law”) and Law No. 27,078 (LAD),

and

c

reating

the

ENACOM

as

the

Enforc

ement

Author

ity

for

th

ese

laws.

On

April

8,

2016,

the

H

ouse

of

Representatives

v

oted

in

fav

or

of

the

valid

ity

of

Emerge

ncy

Decree

No.

267/15.

Thus

,

such

Decree

acq

uired

the status of Law.

Among

th

e

ma

in

amen

dments

to

the

LAD

r

elati

ng

to

the

Subscription

Broadcasti

ng

Service,

the

following

stand out:

✓

The

i

ncorporation

of

Subscr

iption

Broadcasting

Services

(physical

or

radio

electric

link,

such

as

cable

TV)

as

an

ICT

Servi

ce

within

the

sc

ope

of

the

LAD

and

exc

luding

it

from

Law

N

o.

26,522.

Satellite

subscription

te

levision

services

(known

as

satellite

TV)

shall

rema

in

within

the

scope

o

f

Law

No.

26,522.

Further

more,

Decree

No.

267/15

states

that

t

he

ow

nership

of

a

s

atellite

subscription

televis

ion

license

is

incom

patible

with

havi

ng

any

oth

er

kind

of

audiov

isual

communication or ICT

Service license.

CABLEVISIÓN HOLDING

S.A.

-

16

-

✓

Any

subscript

ion

broadcast

ing

license

(such

as

cable

t

elevision)

granted

befor

e

the

ap

plication

of

Emergency

Decree

No.

267/15

w

ill

be

considered,

for

all

purposes,

a

Licencia

Única

Argentin

a

Digital

, with

a registration for

s

uch service. Furthermore,

the

Decree provides for

a 10-year

extension

counted

as

from

J

anuary

1,

2016

for

t

he

use

of

s

pectrum

freque

ncies

by

r

adio

electric

link subscription broadcas

ting services

licensees.

✓

Decree

No.

267/15

replaces

article

95

o

f

the

LAD

and

provides

several

obligat

ions

for

fixed

telephony

l

icensees

granted

by

Decr

ee

No.

264/98

and

mob

ile

serv

ice

pr

oviders

with

licenses

granted by

Decree No.

1,461/93,

which

choose

to provide subscription broadcasting services. This

provision was subseque

ntly amended by D

ecree No. 1,3

40/

16.

It should

be

noted

th

at purs

uant t

o

Article 2

1 of

Emergency

Decree

No. 2

67/15

and

until

the

enactment

of

a

law

that

will

unify

t

he

f

ee

regime

provided

un

der

the

Au

diovisual

Comm

unication

S

ervices

Law

(LSCA,

for

its

Span

ish

acronym)

a

nd

the

L

AD,

the

p

hysical

link

and

radio

-

electric

link

subscription

br

oadcasting

services will c

ontinue to be

subject on

ly to the

fee regime

provided under

Law N

o. 26,522.

Therefore, they

shall

not

be

subject

to

the

SU

investment

contribution

or

the

paym

ent

of

the

Control,

Overs

ight

and

Verification Fee prov

ided under Articles

22 and 49 of the LAD.

✓

DECREE No. 1,

340/16 - A

MENDMENTS TO

EMERGENC

Y DECREE No.

267/15

Decree No. 1,340/16 issue

d by PEN and published in the Offic

ial Gazette on January 2, 2017 pr

ovides the

rules

for

ach

ieving

a

greater

converge

nce

of

netw

orks

and

serv

ices

under

competitiv

e

conditions,

prom

oting

the deploym

ent of

network

s and

the p

enetration

of

Broadband

Internet

access

throughout

the national territory, i

n accordan

ce with the prov

isions of the L

SCA and the L

AD.

Among the most re

levant provisions, it esta

blishes:

•

That

a

15-y

ear-term,

as

from

the

pu

blication

of

the

Decree,

b

e

fixed

as

differential

cond

ition

pursuant

to

art

icle

45

o

f

the

LA

D,

for

t

he

protection

o

f

last-mile

fixed

new

genera

tion

network

s

for

Broadband

deployed

by

IC

T lice

nsees

for

Broadband

regarding

the

regulat

ions

of

open

access

to

Broadband and infrastruc

ture to be issued, n

otwithstandin

g the provisions of art

icle 56 of the LAD.

•

That the

Ministry

of

Comm

unications

or the

ENACO

M, as

appro

priate,

shall es

tablish th

e rules

for

the administration,

management, and contro

l of the radio spectru

m.

•

That ICT

licensees and Satellite Link Subscription Broadcasting licensees that as

of December 29,

2016 simultaneously prov

ided both serv

ices, may retai

n ownership of both

types of licenses.

This

Decr

ee

also

sets

out

some

princip

les

on

interco

nnection

matters

contemplated

in

the

General

Rules

on Services an

d Networks Interconnection, approved through Resolu

tion No. 286/18.

(see “Other

Relevant

Regulations” in this No

te).

✓

DECREE No. 6

90/20

–

AM

ENDMENTS TO THE

LAD

- CONTROVERS

Y

On

August

22,

2020,

th

e

National

Executive

Branch

issued

Emergency

Decre

e

No.

690/20,

w

hereby

it

amended

the

D

igital

Argen

tina

Law

a

nd

declared

t

hat

ICT

Serv

ices

–

fixed

and

mobile

telephony,

cable

television

and

Internet

–

and

the

access

to

telecomm

unications

networks

for

an

d

between

licensees

are

now deemed

“essential

a

nd

strategic

public serv

ices

subj

ect to com

petition

”,

and

their e

ffective ava

ilability

shall be guaranteed

by ENACOM.

The

prices

of

essenti

al

and

strategic

pu

blic

ICT

s

ervices

subject

to

competit

ion,

t

he

prices

of

the

services

provided

under

the

Univers

al

Service

and

of

those

det

ermined

by

ENACOM

bas

ed

on

reas

ons

of

p

ublic

interest, shall be regul

ated by said age

ncy.

The

Emergency

Dec

ree

No.

690/20

also

provides

that

ENACOM

sha

ll

establish,

in

the

respective

regulations, the Mandatory

Universal Bas

ic Prov

ision of ICT s

ervices.

CABLEVISIÓN HOLDING

S.A.

-

17

-

It also prov

ided

for the

suspensi

on of pr

ice

increases

or modif

ications est

ablished or

announce

d from

July

31 to December 31, 2

020 by ICT licens

ees.

The

Emergency

Decr

ee

No.

690/2

0

was

ratified

by

the

Argentine

Congress

under

the

t

erms

of

Law

No.

26,122 and was regulat

ed through ENACOM

Resolutions Nos

. 1,466/20 and 1,4

67/20.

Resolution

No.

1,466/20

provided

that

ICT

Services

L

icensees

th

at

ren

der

Int

ernet

access,

subscription

broadcasting serv

ices by

phys

ical, radio

-electric

or s

atellite

link, a

nd fixed a

nd mo

bile telephony

services

-

in

all

c

ases

in

their

d

ifferent

and

respective

modalities

-

may

increase

up

to

5%

t

heir

retail

prices

as

from

January

202

1,

taki

ng

as

reference

the

prices

effective

as

of

July

31,

2020.

Said

Resolution

also

provided

that

ICT

Services

License

es

may

request

on

an

exceptional ba

sis price

inc

reases

exceeding

5%

in

accordance with the

provisions of Article 4

8 of the LAD

.

Resolution

No. 1,4

67/20 r

egulated

the

Mandatory

Universal

Basic

Service s

et fort

h by

Emergency

Decree

No. 690/20 for the diff

erent serv

ices provided by ICT

Services License

es, namely:

•

PBU

-SBT:

Mandatory Univ

ersal Basic Provision

of Basic Fixed Telep

hony Service;

•

PBU

-SCM:

Mandatory Un

iversal Basic Provision

of Mobile Comm

unication Servic

e;

•

PBU

-I: Ma

ndatory Univers

al Basic Provision of Intern

et Access Value

Added Servic

e;

•

PBU

-TP:

Ma

ndatory

Unive

rsal

Basic

Provisio

n

of

subsc

ription

t

elevision

serv

ices

by

physical

or

radioelectric or satell

ite link;

Since

January

2021,

Telec

om

started

a

path

to

incr

ease

prices

in

order

to

match

the

incr

ease

in

its

costs

due

to

inflation.

Not

withstanding

the

f

oregoing,

i

t

failed

to

transfer

to

the

price

of

i

ts

services

the

ac

cumulated

inflation

in

t

he

period

M

arch

-December

20

as

a

consequence

of

severa

l

measu

r

es

implemented

by

the

National

Executive

Bra

nch.

Telecom

brought

a

legal

action

before

the

F

ederal

Court

on

Administrative

Litigation

Matters

against

Emerg

ency

Decree

No.

690

/20

and

against

the

abov

e-mentio

ned

R

esolutions,

grounded on

the unconstitutional

ity

of said

re

gulations. The

National Government

was served

notice of

said

legal action on October

7, 2021.

In this

regard,

Telec

om req

uested a

n injunct

ion

ordering

the sus

pension

of

their

application.

Such re

quest

for injunction was dism

issed on January

29, 2021

. Telecom filed an a

ppeal against s

uch decision.

On

Apri

l

30,

2021

,

the

Co

urt

of

Appeals

on

Fe

deral

Administrative

Mat

ters

admitted

the

a

ppeal

f

iled

by

Telecom,

revoke

d

the

deci

sion

rendered

by

the

court

of

firs

t

instance

an

d,

conseque

ntly,

grant

ed

the

requested

injunction,

order

ing

the

suspensio

n

of

the

effects

of

Articles

1,

2,

3,

4,

5

and

6

of

Emerg

ency

Decree

No.

690/20

and

of

the

reso

lutions

issue

d

in

con

nection

with

s

uch

Decree.

This

injunction

was

initially

granted for

a period of

six months an

d then

extende

d for

an

additiona

l

six

-month period until

A

pril 21,

202

2.

As of the date

of these co

nsolidated fina

ncial stateme

nts

the injunction w

as extended for an

additional six

-

month

p

eriod.

Under

the

pr

otection

of

t

he

injunction

granted

by

the

Co

urt

of

A

ppeals,

Te

lecom

increased

the prices of its serv

ices in June, Sept

ember and Dece

mber 2021.

In

its

decision,

the

Court

c

onsidered,

among

other

gr

ounds,

t

hat

the

"circ

umstances

prima

f

acie

lead

to

serious

and

founde

d

concerns

to

challen

ge

th

e

reasonabil

ity

and

legitimacy

of

Emergency

Decree

No.

690/2020 and

of the

resolut

ions adopted

by ENACOM as

a consequence thereof, due

to the d

irect adverse

effects they ha

ve on Telecom Argentina's property rights, which deri

ve from ICT services provision under a

free

competition

sys

tem

as

r

egulated,

authorized

and

granted

(as

the

cas

e

may

be)

by

the

National

Government itself.”

The

Nat

ional Executive

Bra

nch

and

the ENACOM

filed extraordinary

appeals ag

ains

t

the

decis

ion

rendered

by

the

above-m

entioned

C

ourt

of

Appea

ls

on

Federa

l

Administrative

Matters,

w

hich

were

d

ismissed

on

June

18,

2

021

pursuant

to

the

decision

rendered

by

Chamber

No.

II

of

t

he

Cou

rt

of

Appeals

o

n

Federal

Administrative Matters

.

On

June

29,

2021,

the

Nat

ional

Executive

Branch

and

the

EN

ACOM

filed

direct

appeals

before

the

S

upreme

Court of

Argentina. As of

th

e date

of these

c

onsolidate

d

financ

ial

stateme

nts, both

appeals are

still

pendin

g

resolution.

CABLEVISIÓN HOLDING

S.A.

-

18

-

Telecom, with

the ass

istance of

its legal adv

isors,

is analyzing

the acti

ons that

are neces

sary to

protect

its

rights. The Telecom

’s Managem

ent and its legal advisors

consider that Telecom has solid legal arguments

to

supp

ort

its

position

and

that

there

is

a

reaso

nable

likelihood

that

this

matter

will

result

in

a

favorable

outcome

for

T

elecom,

notwithstand

ing

the

fact

that

at

this

s

tage

it i

s

not

p

ossible

t

o

predict

the

fi

nal

outc

ome

of the claim.

Innovative

injunction

r

equested

by

“

Asociac

ión

Civil

de

Usuar

ios

Bancarios

Argentinos

(“ACU

BA”,

for

its

Spanish acronym)

On January

27, 2021,

Telecom

was notifie

d of an i

njunction gra

nted by

the Court

on Civil and Co

mmercial

Matters No.

10 of Ma

r del Plata.

The court granted

the innovative injunction

requested by ACUBA, ordering

Telecom

to

revert

t

he

va

lue

of

its

subscription

br

oadcasting,

Internet

access,

fixed

telep

hony

and

mobi

le

communication

s

ervices

to

the

prices

t

hat

were

in

fo

rce

as

of

Dec

ember

2020,

to

which

it

may

ad

d

a

maximum

of

five

percent

(5%),

as

authorized

by

the

ENACOM,

and

maintain

th

ose

values

unt

il

t

he

court

decides

otherw

ise.

Telecom

claimed

that

t

he

provinci

al

court

lacks

jurisdiction

to

render

a

d

ecision

on

the

case

and

requested

the

n

ullity

of

the

decision

becaus

e

it

was

rend

ered

by

a

jud

ge

who

lacks

jurisdiction

over

the

matter.

Telecom

c

laimed

that

the

injunction

gr

anted

to

an

industry

represe

ntative

in

Córd

oba

before

a Federa

l C

ourt of

that

province

expressly

sus

pended

th

e

application

of

Em

ergency

Decrees

Nos.

690/20

and 311/20 and ordere

d the ENACOM to refra

in from is

suing further resolutions.

On December 6,

2021, the Court

ordered the

joinder of the file

with the

one in re

“Asociación de

Consumidores

de

Argentina

UCA

v.

AM

X

Argentina

and

other

on

Proceeding

leading

to

a

declara

tory

judgment”, pending be

fore Federal Court

on Administrative Litigation Matters

No. 6

of the A

utonomous City

of Buenos Aires.

Telecom, with

the ass

istance of

its legal adv

isors,

is analyzing

the acti

ons that

are neces

sary to

protect

its

rights.

Injunction requested by

an industry represen

tative in Córdob

a

On February 2, 2021, t

he Argentine Cab

le Television A

ssociation (ATVC, f

or its Spanish acronym) no

tified

Telecom that

an

injunction, requ

ested by

an

industry

represent

ative

in the

Provinc

e of

Córdoba,

had b

een

granted by

a Federal Court

of

that province,

ordering t

he suspensio

n of Emerge

ncy Decr

ee No. 690/20, of

Emergency Decr

ee No.

311/20, and

of a

ll measures a

dopted as

a r

es

ult of t

hose Dec

rees. In a

ddition, the

court

ordered

the

Nationa

l

Exec

utive

Branch

and

the

ENACO

M

to

refrain

fr

om

issuing

or

purs

uing

a

ny

measure based on sa

id Decrees, until a fi

nal decision is

rendered on the matter.

ATVC

also

informed

Telecom

that

in

accorda

nce

w

ith

the

court’s

decision,

the

r

egulatory

a

gency

is

not

empowered

to

continue

issuing

regulations

b

ased

on

Emergency

Decree

No.

690/20

or

e

nforcing

those

previously issued, wh

ich are suspended

in general ter

ms.

Injunction

issue

d

in

re

“Cat

rie

T

elevisora

Color

S.R.L.

v

.

National

Govern

ment

re:

Acti

on

seeking

o

nly

a

declaration o

f unco

nstitutionality”

On

March

31,

2021,

T

eleco

m

received

a

com

munication

from

the

Arge

ntine

Cab

le

Televisi

on

Associat

ion

(ATVC,

for

its

Span

ish

acronym)

infor

ming

that

,

in

re

“Catrie

Te

levisora

Color

S.R.L.

v.

Natio

nal

Government

re

:

Action

seeking

only

a

declaration

of

unconstitutio

nality

”

(File

No. 8

58/21)

brought

before

Federal

Court

No

. 1

of the

Province

of Có

rdoba,

ATVC

had re

quested

joint litigat

ion, pursu

ant to

Article 9

0, subsect

ion 2

of

the Argentine

Code of

Civil and

Commercial Procedure

, invoking

the legal

standing for

a

collective claim,

on behalf of the memb

er companies,

and that the inj

unction granted o

n said fi

le be ex

tended.

On

the

same

date,

ATVC

was

not

ified

of

the

reso

lution

issued

by

Federal

C

ourt

No.

1

of

the

Prov

ince

of

Córdoba

d

ated

M

arch

30,

2021

in

re

F

ile

No.

85

8/21,

whereby

said

court

decid

ed:

1)

to

grant

AT

VC’s

request

for

joint

litigat

ion;

2)

to

t

ransfor

m

th

e

proceedin

g

into

a

collective

cla

im;

3)

to

determ

ine

that

the

collective claim

e

ncompasses the

cable television

and ICT

services

companies that

are members

of ATVC;

and

4)

to

order

the

National Government

to

suspend

the

application and

enforcem

e

nt

of

Emergenc

y

Decre

e

No.

690

/20

a

nd

of

a

ll

r

egulations i

ssue

d

in connection

with

a

nd

based

on

said de

cr

ee.

In addition,

s

aid

court

ordered th

e Nat

ional Execu

tive Branch

a

nd the

EN

ACOM

to r

efrain fro

m issuin

g or

pursuing

any

measure

CABLEVISIÓN HOLDING

S.A.

-

19

-

based

on

sai

d

Dec

ree

until

a

final

dec

ision

is

rendere

d

w

ith

res

pect

to

all

the

companies

inc

luded

in

the

certified class under this pr

oceeding.

d) UNIVERSAL S

ERVICE REGULAT

ION

•

Decree No. 764/00

Annex III of

Decree No. 764/00 required providers of telecommunicatio

ns servic

es

to

contribute 1% of their

total

accrued

revenues, net

of ap

plicabl

e

taxes

and

charges, to

the S

U Fund.

The

regu

lation

a

dopted a

“pay

or

play”

mechanism for

com

pliance

with the

manda

tory

SU

contributio

n.

Th

e

regulation also

establish

ed

t

he

exemption from c

ontributio

ns in the follow

ing cases: (i) for l

ocal services prov

ided in are

as with teledensity

lower

t

han

15%,

and

ii)

w

hen,

in

the

c

ase

of

T

elecom

Argentina

and

Telefónic

a,

the

con

ditions

of

an

algorithm

that

comb

ines

loss

of

revenues

and

the

mark

et

sha

re

of

other

op

erators

which

prov

ide

local

telephony

s

ervices,

are

met.

Additionally,

the

regu

lation

c

reated

an

Executive

Committee

resp

onsible

for

the management of t

he SU Fund and the

development

of specific SU progr

ams.

Resolution

No. 80/0

7,

issued by

the

SC, provided

that until

the

SU Fund

was effective

ly

created,

telecommunication service providers were required to open an account at Banco de

la Nación Argentina to

deposit

t

he

corresp

onding

amounts

on

a

mo

nthly

basis. Resol

ution

No. 2,713/07, issued

by

the

form

er

CN

C

in

August

200

7,

establishe

d

clarifications

a

bout

the

items

that

f

all

within

th

is

regulatio

n

and

thos

e

that

are

deductible for the purp

oses of the calculatio

n of the obligatio

n to contribute to t

he SU Fund.

•

Amendment of Unive

rsal Ser

vice Regulation

After

several

decrees

an

d

laws

that

approved

a

nd

amended

the

Gener

al

Regulation

of

the

Universal

Serv

ice

(“RGSU”,

for i

ts S

panish

ac

ronym),

which

replaced Annex

III of

Decree

No.

764/00, the

ENACO

M

a

pproved

a new

RGSU t

hrough R

esoluti

on No.

721/20

, whereby

it rep

laced t

he Genera

l Re

gulation of

the U

niversal

Service approved un

der ENACOM

Resolution No. 2,6

42/16.

The new regulation mainta

ins the obligation to contribu

te 1% of total revenues, as provide

d in the previous

resolution. Amon

g the most relevant asp

ects, the new r

egulation provides:

(i)

That

the ENACOM may

d

eem that

the monthly

obligat

ion of

the Contributors has

been partially

settled for

u

p to

3

0% of

their c

ontributions,

based

on

the

reporting

of

comput

able

investments

made in projects ap

proved by the EN

ACOM;

(ii)

That the licensees may s

ubmit Projects to the

ENACOM for their rev

iew and assess

ment;

(iii)

That

the

deployment

of

l

ast

mile

f

ixed

NGNs

for

the

pr

ovision

of

broadba

nd

Internet

services

that

are

the

subject

matte

r

of

t

he

Projects

s

hall

not

fall

within

the

scope

of

the

protecti

on

described in Article 3 of

Decree No. 1,34

0/16.

Lastly,

w

ithin

th

e

fra

mework

of

the

new

regulation,

univers

al

service

progr

ams

w

ere

iss

ued

involving

th

e

deployment

of

fixed

broadb

and,

th

e

dep

loyment

of

acces

s

networks

for

mobile

commu

nication

s

ervices

and

for services rendered to

public institutions,

among others

•

SU Fund - Impact on T

elecom with resp

ect to its or

iginal license to provide

SBT

Within

the

framework

of

SC

Resolutions

Nos.

80/07

and

154/10

and

CNC

Reso

lution

No.

2,713/07,

Te

lecom

started

to

file

its

affi

davits

including

the

deduct

ible

amounts

b

ased

on

th

e

services

t

hat

should

be

considere

d

as SU services.

However,

several

years

after

the

market’s

liberalizatio

n

and

the

effectiveness

of

the

first

SU

regulations,

which were replaced with Decree No.

558/08 and the LAD, incumbent operators have still

not received any

set-offs for providing serv

ices with the

characteristics s

et forth under the SU reg

ime.

CABLEVISIÓN HOLDING

S.A.

-

20

-

As of the date of thes

e consolidated financ

ial statements, Tel

ecom filed its month

ly SU affidavits related t

o

the

serv

ices

as

sociated

with

its

original

license

to

render

SBT,

w

hich

r

esulted

in

a

receivable

of

approximately $ 18,069 million

(unaudite

d). The

programs and the valuation methodology used to estimate

this

rece

ivable

are pending

approva

l

by the

Regulatory A

uthority.

This

receivab

le

h

as

not

yet been

recorded

in

t

hese

cons

olidated

finan

cial

s

tatements

as

of

Dece

mber

31,

2021

since

it

is

s

ubject

to

the

approv

al

of

the

SU Programs and the r

eview of those affidavits by

the Regulatory Author

ity and the confirmation of the

existence of sufficient contr

ibutions to the

SU Trust so as to com

pensate the incu

mbent operators.

On

April

8,

2

011,

the

SC

issued

Reso

lution

No.

4

3/11

notifying

T

elecom

th

at

inves

tments

associated

w

ith

“High

-

Cost

Areas”

(amount

ing

to

approximately

$

18,739

million

and

w

hich

are

inclu

ded

in

the

above-

mentioned receivable) d

id not qualify as an I

nitial Indicative Program

.

Through

SC Res

olutions

No. 5

3, 5

4,

59,

60, 6

1, 62,

69 a

nd 70

/12, Te

lecom w

as

notified that

: the

“Specia

l

Information

Service

110”,

the

“Discou

nts

f

or

R

etired

People,

Pensioners

and

Lo

w

C

onsumption

Households”,

the

services

of

“Social

Public

Te

lephony

and

Loss

-

Making

Pub

lic

Telephony

”,

the

“Services

and

Discounts

relat

ing

to the

Information

Society

Program

argentin

@internet.todos

”,

the

“Services

f

or

Dea

f

-

Mute

People”,

the

“

Free

Access

to

Special

Emergenc

y

Services

and

Spec

ial

Community

Serv

ices”,

the

“Value

Added

Service

0

611

and

0612”

and

th

e

“Long

Distance

Semipublic

Service

(

SSPLD)”

(valued

at

approximately $

1,682 million

and included

in the

abov

e

-mentioned receivable),

respectively, did

not qualify

as Initial SU

Programs, pursuant to the

terms of Article 26

of Annex III

of Decree No.

7

64/00, and that, they

did

not

constitute

diff

erent

serv

ices

involving

a

SU

pr

ovision,

and

therefore,

cannot

be

finance

d

with

SU

Funds, pursuant to the t

erms of Article 2 of Decr

ee No. 558/0

8.

Telecom’s

M

anagement,

with

the

advice

of

its

l

egal

cou

nsel,

has

filed

appeals

against

the above-mentioned

resolutions, presentin

g the legal argume

nts based on

which such resolutions

should be revoked.

In September 2012, the CN

C ordered Telecom to depos

it approximately $

208 million. Telecom has

filed a

claim

re

fusing

the CNC’s

or

der

on the

grou

nds

tha

t

the ap

peals against

the SC

Res

olutions

are

still

pending

resolution.

On November 28, 2019,

the ENACOM not

ified Telecom that the

appeals filed by t

hat company against t

he

above-mentioned

res

olutions

had

been

rejected,

a

nd

that

the

file

had

been

submitted

to

the

Co

urt

of

Appeals. As of

the date of these consolidated financial statements, the appellate court ha

s not yet issued a

decision.

Although

it

c

annot

be

assured

that

th

ese

iss

ues

will

be

favora

bly

reso

lved

at

t

he

ad

ministrative

stage,

Telecom’s

Manage

ment,

wi

th

the

ass

istance

of

its

legal

advisors,

cons

iders

that

it

has

sol

id

legal

and

factual

arguments to support th

e position of Tel

ecom Argentin

a.

•

SU Fund - Impact on T

elecom with resp

ect to the S

CMs or

iginally provid

ed by Persona

l

In compliance with SC

Resolution No.

80/07 and No. 1

54/10 and CNC

Resolution No. 2,

713/07, since

July 2007 Personal h

as filed its affidavits a

nd deposited the corr

esponding contr

ibutions.

On

Janu

ary

26,

20

11,

the

SC

iss

ued

Res

olution

No.

9/11

establish

ing

t

he

“In

frastructure

and

Facilities

Program.”

The Res

olution

provided

that

telecommunicat

ion s

ervice

providers

could

only

allocate

to

investment projects

under

this progra

m the

amounts c

orresponding

to outstan

ding inv

estment co

ntribution

obligations arising fr

om Annex III of Decree

No. 764/00 bef

ore the effective dat

e of Decree No.

558/08.

On

July 5,

2012,

the SC

issued

Resolution No.

50/12 pursuant

to

which it

not

ified

that the

s

ervices declared

by

the

SCM

Providers

as

High

C

ost

Areas

or

services

provided

in

non

-profitab

le

areas,

serv

ices

provided

to cli

ents wi

th p

hysical

limitations

(deaf

-mute

and

bl

ind peop

le), rura

l s

chools,

and

requests

relating

to

the

installation

of

rad

io-bases

and/or

investme

nt

in

infras

tructur

e

development

in

various

localities,

did

not

constitute

ite

ms

that

c

ould

be

discounted

from

the

am

ount

of

SU

contribut

ions

pur

suant

to

th

e

last

part

of

Article

3

of

Resolution

No.

80/07,

or

Articl

e

2

of

Dec

ree

No.

55

8/08.

It

also

provided

that

c

ertain

a

mou

nts

CABLEVISIÓN HOLDING

S.A.

-

21

-

already deducted

c

ould be

used for

i

nvestment projects within

th

e

framework

of

the Program

created under

SC Resolution No. 9/

11, or deposited in the

SU Fund, as

applicable.

Personal

filed

an

administr

ative

appeal

a

gainst

SC

R

esolution

No.

5

0/12

reques

ting

its

nullity.

As

of

the

date of these consolidat

ed financial stateme

nts, this appeal is still

pending resoluti

on.

On

Oc

tober

1,

2012,

in

response

to

t

he

or

der

issue

d

by

the

SC,

Personal

deposited

under

protest

the

equivalent

amount

i

n

the

SU

Fun

d,

cor

responding

t

o

the

assessment

of

the

SU

serv

ices

provided

by

Personal

s

ince

the

effectiv

eness

of

Dec

ree

No.

558/0

8,

reserv

ing

its

right

to

take

all

actions

it

may

deem

appropriate

to

claim

its

rei

mbursement,

as

infor

med

to

the

SC

and

the

CNC

on

October

15,

2012.

Since

August 2012, Person

al is paying such conc

epts under

protest in its month

ly affidavits.

Telecom’s

Manage

ment

cannot

assure

that

this

issue

will

be

resolved

i

n

its

f

avor

at

the

a

dministrative

stage.

•

SU

Fund

-

Impact

on

Telecom

wit

h

respect

to

the

servi

ces

origin

ally

provided

by

Cablevisión.

Cablevisión has complied with its i

nvest

ment contribution obligations

. The Regulatory Authority has not yet

approved

the

Project

filed

by

Ca

blevisión

on

June

21,

2011,

within

the

framewo

rk

of

SC

Res

olution

No.

9/11,

in

order

to

ful

fill

the

SU

contr

ibution

obligation

for

the

amounts

acc

rued

since

January

2

001

until

the

effectiveness of Decr

ee No. 558/08.

e) SPECTRUM

Pursuant

to

SC

Resol

ution

No.

7

9/14

and

Resolutions

Nos.

80/14,

81/14,

82/1

4

a

nd

83/14,

P

ersonal

wa

s

awarded

Lots

2,

5,

6

and

8

of

the

r

emaining

fr

equencies

to

prov

ide

P

ersonal

C

ommunication

Serv

ices

(“PCS”)

and

Cellular Mobile

Radi

ocommunication Services

(“SRMC”), as

well

as

those of

the ne

w

spectru

m

to

prov

ide

Advanced

Mobi

le

Com

munications

Service

s

(“SCMA”).

Pursuant

to

S

C

Resolution

No.

25/15,

issued on June 11,

2015, the

Secretary of Trad

e awarded

the rest of freq

uency bands in

Lot 8, completing

such lot.

Pursuant

to the

terms

of

the Auction,

t

he

authorizations

for

the use

of the frequencies

under the

A

uction

are

granted

for a

term of

fifteen (15)

years

counted as

from the

notice

of

the administrative

act

that awards

such

frequencies. Upon the

expiration of

said

term, the Regulatory Authority may

extend the effectiveness at

th

e

express

request

of

the

awardee

(which

will

be

for

consideration,

under

t

he

conditio

ns

an

d

pr

ice

to

be

determined by the Reg

ulatory Auth

ority).

Subsequently,

pursuant to

Decree

No. 1,340/

16, the

Ministry

of Communica

tions

provided tha

t the term

of

the

author

izations

for

the

use

of

frequencies

of

the

SCMA,

as

well

as

the

c

orresponding

deployment

obligations,

shall

be

count

ed

as

from

the

effective

migration

of

th

e

s

ervices

currently

op

erating

in

th

ese

bands

w

ithin

Are

a

II

(AMBA).

On

August

30,

2

018,

the

Min

istry

of

Modern

ization

issued

Res

olution

No.

528/18,

wh

ereby

it

s

tated

t

hat

the

effective

migration

of

t

hose

serv

ices

had

been

verified

on

February

27,

2018.

f) OTHER RELEVANT

REGULAT

ORY MATTER

S

✓

REGULATORY SITUATION IN URUG

UAY

•

Uruguayan Audiovisu

al Communication

Services L

aw

Law

No. 19,307

was published in

the Official Gazette

of the

Rep

ublic of

Uru

guay

on January

14, 2015.

This

Law governs radio, televisi

on, and other audiovisual communica

tion services (hereinafter, the “Aud

iovisual

Communications

Law”).

Art

icle

202

of

this

l

aw

provides

that

the

Natio

nal

Executive

Branch

shall

issue

its

implementing

regulations

within

a

120-

day

term,

counted

as

from

the

d

ay

foll

owing

pu

blication

of

the

Audiovisual

Co

mmunications

law

in

the

Off

icial

Gazette.

As

of

th

e

date

of

these

consol

idated

financ

ial

statements,

Decrees

Nos.

45/015

and

160/019

w

ere

issued.

Decree

No.

45/015

provid

es

that th

e

concession

for

the

use

and

a

llocation

of

th

e

radio-e

lectric

spectrum

for

non-

satellite

audiovisual

CABLEVISIÓN HOLDING

S.A.

-

22

-

communication

serv

ices

shall

be

grante

d

for

a

term

of

1

5

years,

whi

le

Decree

No.

160/019

re

gulates

several

provisions of the Aud

iovisual Communicati

ons Law.

Article

54

of

the

Audiov

isual

C

ommunications

Law

provides

that

an

indivi

dual

or

legal

entity

cannot

be

allocated the full

or partia

l ownership of

more than 6 authorizations or li

censes to render television

services

to

subscribers

throughout

the

national territory

of Uruguay.

Such

limit is

reduced to

3

if

one

of

the

authorizations

or

licenses

includes

the

depart

ment

of

Montev

ideo.

Articl

e

189

of

this

law

provi

des

th

at

in

the

cases

where

such

limits

were

exceeded

as

of

the

entry

into

forc

e

of

the

L

aw,

the

owners

of

those

audiovisual

communicatio

n

services

shall

transfer

the

neces

sary

authorizations

or

licenses

so

as

not

to

exceed

th

e

limits

mentione

d

above

within

a

ter

m

of

4

years

as

from

the

date

of

entry

int

o

force

of

the

Audiovisual Commun

ications Law. Such

term expired

in January 2019.

Adesol

is

a

nalyzing

the

possible

impact

on

its

b

usiness

that

could

be

derived

from

the

change

in

the

regulatory

fra

mework

and

the

eve

ntual

legal

actions

it

may

bring

to

safeg

uard

its

rights

and

those

of

its

shareholders. That compa

ny is also monitoring the different unc

onstitutionality

claims filed by other

companies

aga

inst

certain

articles

of

the

above-

mentioned

law

to

cons

ider

whether

the

decisions

to

be

rendered

by

th

e

Supreme

Court of

Uruguay

in

t

hose

pro

ceedings may

be

favorable to

the

pos

ition

of

Adesol

in

the

future.

As

of

the

dat

e

of

these

conso

lidated

financial

statements,

t

he

S

upreme

Court

decla

red

the

unconstitutionality of Articles

39, subsection 3,

55, 56, subsection

1, article 60

it

em C,

98 subsection 2,

117

item F subsection 2,

143 and 149 subsection 2 of Law No.

19,307, and in another decision rendered in this

respect,

the

Supreme

Cou

rt

dismiss

ed

t

he

unconstitutionality

claim

file

d

by

the

claimant

with

resp

ect

to

Article 54 of that Law.

It should be

noted that

under

the decision ren

dered regardi

ng the unconst

itutionality c

laim brought ag

ainst

Articles

54

and

189

of

Law

No.

1

9,307,

o

n

Nove

m

ber

22,

2019

by

A

udomar

S.A.,

Dolfyc

or

S.A.,

Reiford

S.A.,

Space

En

ergy

Tech

S.A.,

Tr

acel

S.A.,

Bersabel

S.A.,

an

d

Visión

Sate

lital

S.A.,

toget

her

with

the

majority

shareho

lder

o

f

th

ose

companies, in

October 2020,

the Sup

reme Court

d

eclared

that the

Leg

isl

ative

Branch

could

not

be

sued

by

the

claimant

and

dismiss

ed

the

u

nconstitutionality

claim,

stating

that

those

companies do not fal

l within the scope of Art

icle 54, subsection 1.

In

ac

cordance

wit

h

the

decision

r

endered

by

the

Supreme

Co

urt,

within

the

le

gal

fr

amework

current

ly

in

effect,

the

lim

its

es

tablished

under

Article 54

,

subsect

ion

1, do

not

apply

to

those

companies

since

th

ey

hold

authorizations

or

lice

nses

“toget

her”

wh

ile

the

regulation

provides

for

limits

to

individuals

or

legal

entities

considered individu

ally.

In

April

202

0,

the

Nat

ional

E

xecutive

Branch

submitted

t

o

Congress

a

media

bill,

tha

t

would

resul

t,

if

passed,

in

t

he

repeal

of

the

current

aud

iovisual

communicatio

ns

law

(

Law

No.

19,307)

a

nd,

c

onsequently,

of

th

e

respective implementin

g decrees. As of

t

he date of these consolidated financial statements, said media

bi

ll

is still being reviewed

by Congress

.

✓

OTHER RELEVANT R

EGULAT

IONS

o

General Rules Govern

ing ICT Service Li

censes

On January

2,

2018, t

he Ministry

of

Modernization

issued R

esolution N

o. 697/

17,

whereby

it approv

ed the

new

Genera

l

Rules

Govern

ing

ICT Service

Licenses.

T

his

Resolut

ion

repeal

ed

the General

Rules

a

pproved

pursuant

to

Annex

I

of

Dec

ree

No.

76

4/00,

as

fro

m

the

date

the

resolution

beca

me

effec

tive

(February

1,

2018), and it also

repealed ENACOM Resolu

tions No. 2,483/16 and No. 1,394/16 (except for Section 12

of

its

Annex

I,

wh

ich

will

re

main

in

effect).

Telecom

has

filed

an

appeal

again

st

certain

as

pects

of

t

his

Resolution, which is s

till pendi

ng resolution.

CABLEVISIÓN HOLDING

S.A.

-

23

-

o

General Rules Govern

ing ICT Service Cu

stomers

On January

4,

2018, t

he Ministry

of

Modernization

issued R

esolution N

o.

733/17,

whereby

it approv

ed the

new

General

Rules

Governi

ng

ICT

Service

Customers.

This

Res

olution

b

ecame

eff

ective

on March

5,

2018,

repealing

SC

Resolut

ions

No.

490/1997,

and

Ann

exes

I

and

III

of

SC

Reso

lution

No.

10,059/1

999

and

its

supplementing regu

lations. Annex

II of SC Res

olution No. 1

0,059/1999 sha

ll remain in effec

t, to the extent

applicable, until the en

actment o

f the penalty reg

ime provided un

der Article 63 of the L

AD.

Said New General Rules repea

led the general rules governing mobile and bas

ic telephony service

customers,

thus

becoming

the

only

g

eneral

rules

th

at

govern

ICT

Service

c

ustomers,

including

Inter

n

et

access serv

ices and subscription broadc

asting service

s.

Telecom

mad

e

a

f

iling

w

ith

the

M

inistry

of

Modern

ization

regard

ing

some

regulations

th

at

infr

inge

its

right

to sell i

ts services (such as the

180-day prepaid credit; Article 56, which provides for compensation in

favor

of

the

custo

mer,

and

Article

79,

which

establish

es

th

e

obligation

to

replace

any

chann

els

eliminated

from

the programming gr

id with other cha

nnels of similar qu

ality)

.

Through

Resolution

No. 363/18,

publ

ished

in

th

e Official

Gaz

ette

on

June

27,

2018,

the

Ministry

of

Modernization

prov

ided

for

amendme

nts

to

the

Gener

al

Ru

les.

Some

of

those

a

mendments

were

r

elated

to

the

pr

ovisions

cha

llenged

by

T

elecom

in

its

filing.

As

of

the

date

of

thes

e

consolidated

financial

statements,

th

is

ap

peal

is

still

pe

nding

reso

lution.

Su

bsequently,

through

R

esolutions

Nos.

1

,150/19

an

d

1,522/19, t

he Secret

ariat of

Modern

ization introduce

d amen

dments,

among

which

the m

ost relevant

is

the

term of 30 business day

s to report in adv

ance materi

al c

hanges in the services re

ndered to custo

mers.

o

Number Portability Regul

ation

On

A

pril

4,

20

18,

the

M

inistry

of

M

odernization

issue

d

Resolution

No.

E

-

203/18,

whereby

it

approved

the

new

Number

Portability

Regulation,

including

the

portabi

lity

of

f

ixed

te

lephony

se

rvice

lines.

Thro

ugh

sai

d

Resolution,

said

Ministry

also

approved

the

imple

mentation

schedule

for

the

port

ability

of

these

serv

ices

and

rev

oked

SC

Resolutions

Nos.

98/

10,

67/

11

an

d

21/13

a

nd

Resolution

No.

E

-170/17

issue

d

by

th

e

Ministry

of

Com

munications

,

as

suppl

emented.

T

hrough

Resolutio

n

No.

401/

18,

published

on

July

11,

2018,

the

M

inistry

of

Modernizat

ion

provided

that

th

e

EN

ACOM

shall

determine

the

way

in

which

the

Number

Portability Committ

ee will be constituted an

d implemented.

Through

Resolutio

n

No.

4,950

issued

on

A

ugust

14,

2018,

th

e

Board

of

the

EN

ACOM

delegated

on

the

head

of

the

f

irst

operationa

l

level

of

the

National

A

dministration

o

f

Planning

an

d

Converge

nce

the

powers

to:

(i)

approve

t

he

Processes

and

Operati

onal

a

nd

T

echnical

S

pecifications

of

Number

Portability,

(ii)

approve th

e Biddi

ng Terms

for

the

selection

of t

he Dat

abase A

dministrator f

or th

e contract

to

be ex

ecuted

between

the Portable

Services Providers

a

nd

the Database

Administrator and

propose

any

relevant

changes

to

t

he

N

umber

P

ortability

Commi

ttee,

and

(

iii)

interven

e

on

a

binding

basis

in

the

proc

edure

t

o

procure the services

of the Database Adm

inistrator.

Through

sa

id

Resolut

ion,

the

ENACOM

also

set

out

that

the

Nu

mber

Portability

Commi

ttee

shall

be

composed

of

tw

o

represent

atives,

one

perma

nent

and

one

alter

nate,

and

approv

ed

the

work

schedule

in

order to properly impl

ement the Numb

er Portability.

On

December

31,

202

0,

the

ENACOM

iss

ued

Resolution

No

.

1,509/20,

where

by

it

replaced

the

work

schedule

for th

e

implement

ation

of N

umber

Portability

that

had

been

approve

d as

an A

nnex to

R

esolution

No. 4,950/1

8. In

addition,

the

ENACOM

approved

the

new

model of

t

he Bidd

ing T

erms and

Conditions

for

the

s

election

of

t

he

centr

alized

N

umber

P

ortability

Datab

ase

Administrator

(

DA)

for

the

Mo

bile

Communication

Service

and

the

Fixed

Telep

hony

Service,

and

also

approved

the

Network

Technical

Specifications. This R

esolution was rat

ified by ENACO

M Resolution No.

185/2021.

CABLEVISIÓN HOLDING

S.A.

-

24

-

Pursuant

to

Resolut

ion No.

32/2022,

published

in

the

Official Gaz

ette

on

January

25,

2022,

the

ENACOM

decided

to

postpone

for

one

hundred

and

tw

enty

(120)

days

the

launch

of

the

operat

ions

an

d

implementation

of

the

Numeric

Portability

for

F

ixed

Telepho

ny

Services

i

n

order

to bette

r

implement nu

mber

portability.

o

General Rules Govern

ing Interconnectio

n and Access

On

May

18,

2018,

Ministry

of

Mod

ernization

Resolution

No.

286/18

was

published

in

th

e

Offici

al

Gazet

te.

Said

Res

olution approves the

n

ew General

Rules Govern

ing Interconnection and Access, eff

ective as from

July 3, 2018, repealin

g the General Ru

les that had been ap

proved under Decr

ee No. 764/00.

Pursuant

to

t

he

new

Ge

neral

R

ules,

t

he

interconnection

and

access

terms,

conditions

and

prices

may

be

freely

established

by

mutual

agreem

ent

between

the

parties.

The

ENACO

M

shall

set

provisional

interconnection charges,

as established u

nder Decree No. 1,

340/16.

In

addition,

th

e

prov

iders

of

ICT

Services

shall

be

under

the

obligat

ion

to

provide

interc

onnection

at

the

request

of

a

nother

provi

der

of

ICT

Services,

on

n

o

les

s

favorable

tech

nical

and

econom

ic

conditions

than

those

applied

by

the

req

uested

ICT

Service

prov

ider

to

itse

lf

or

t

o

third

parties.

They

s

hall

also

g

uarantee

the

q

uality

of

the

services,

as

well

as

transparency

in

compensation,

and

sh

all

refrain

from

charging

the

requesting ICT Serv

ice Providers for functions or s

ervices that are

not needed to r

ender their services.

On

August

14,

2018,

the

ENACOM

issued

Resolution

No.

4

,952/18,

whereby

it

set

a

p

rov

isional

charge

equivalent

to

U

S$

0.0108

per

minute

of

communica

tion,

without

considering

taxes

and

charges

that

may

be

applicable

to

l

ocal

origi

nation

or

term

ination

services

over

mobile

commu

nication

service

networks.

In

addition, said Resolution provides that for the pu

rpose

s of the

application of the charge, the

measuri

ng unit

will

be

p

er

sec

ond.

Through

Resolution

No.

1,

161/18

da

ted

Nove

mber

27,

2018,

th

e

ENACOM

s

et

the

s

ame

charge for SRCE network

termination.

On

that

sa

me

date,

Resolution

N

o.

1,16

0/1

8

was

a

lso

published

in

the

Official

G

azette.

P

ursuant

to

s

aid

Resolution,

th

e

ENACOM

set:

(i)

a

provisional

charge

equiva

lent

to

forty

-five

ten-thousan

dths

US

dollars

(US$ 0.0045) for loca

l origination or term

ination services over fixed

telephony ser

vi

ce network

s per minute

of

communication

(i

i)

a

pro

visional

charge

e

quivalent

to

ten

t

en

-thousa

ndths

US

dollars

(US$

0

.0010)

for

local tr

ansit

service

per

minute

of

communicati

on (i

ii)

a

provisional

charge

equiva

lent

to

twenty

-

seven te

n-

thousandths

US

dollars

(US$

0.

0027)

for

long

distance

transport

service

per

minute

of

communicat

ion (iv)

the second as the

measuring unit for the pur

poses of applying the

charges set under th

is Resolution.

Telecom filed an

appeal with th

e ENACOM ch

allenging those

charges wit

h the respective

legal grounds

to

request the

review

of the above-mentio

ned Resolution by

that agency. As

of the date

of these consolidated

financial statements, th

is appeal is still pend

ing resolution

.

Pursuant

to

Reso

lution

N

o.

4,266/19,

publish

ed

in

the

Official

Gazette

on

Oc

tober

8,

2019,

the

ENACOM

decided,

on a

provisional

and

exceptional ba

sis, that

th

e

reference exchange

rate applicable

to

the

interconnection

charg

es

in

effect

estab

lished

under

ENACOM

Reso

lutions

Nos.

4,952/18,

1,160/18

and

1,161/18,

for

c

alls

ma

de

as

from

August

1,

2019,

will

be

of

f

orty-five

pesos

and

twenty-five

cents

$

45.25

per US dol

lar. In su

bsequent

months, th

e exchange r

ate to be

applied

may not

exceed s

ix percent (6%)

of

the

exchan

ge

rate

established

for

the

pre

vious

month

and

in

no

case

m

ay

it

exceed

the

se

lling

exchang

e

rate

set

by

Banco

de

la

N

ación

Arg

entina

on

t

he

last

busines

s

day

of

the

month

in

which

th

e

services

are

rendered. This Reso

lution was applicable to s

ervices provided u

p to and including Dec

embe

r 3

1, 2019.

Through Reso

lution No

. 1,5

10/20, which

was

published

in the

Offic

ial Gazette

on

December

29, 2

020, the

ENACOM

decided,

on

a

provisional

and

exce

ptional

basis,

that

the

r

eference

exchang

e rat

e a

pplicable

to

calls

made

as

fr

om

January

1,

2021,

will

be

of

eighty-three

p

oint

thirty

s

ix

Argentine

Pesos

($

8

3.36)

per

US dollar. This Resolution was ap

plicabl

e to

services prov

ided up to

and including June 30, 2021, and was

subject

to

the

approval

of

ENA

COM’s

B

oard.

This

Resolution

was

ratified

by

ENAC

OM

Reso

lution

No.

181/2021.

CABLEVISIÓN HOLDING

S.A.

-

25

-

o

Quality Rules for ICT

Services.

Through R

esolution

No. 58

0/2018, pu

blished

in the

Officia

l Gazette

on

Septembe

r 6,

2018,

the

Ministry of

Modernization approv

ed the Qua

lity Rules for ICT Ser

vices, which came

into effect on Jan

uary 4, 2019.

The Ministry of Modernization ordered the ENACO

M to issue the implementing regulat

ions within a term of

90

calendar

day

s.

Even

t

hough

the

term

has

exp

ired,

as

of

the

date

of

the

se

consolidated

financial

statements, such re

gulations have not be

en issued yet.

o

National Rules for Contin

gencies.

Through

Resolution

No.

5

1/18,

publishe

d

in

the

Official

Gazette

on

Nov

ember

6,

2018,

t

he

Secretariat

of

Modernization

approve

d

the

Nationa

l

Rules

for

Conti

ngencies

and

ordered

t

he

ENACOM

t

o

issue

the

implementing procedures or Contingency Plan

(e

mergency s

ituations) within a

t

erm of

9

0 calendar

days as

from its publication in th

e Official Gazet

te.

Even

though

the

term

h

as

expired,

as

of

the

d

ate

of

these

c

onsolidated

financial

stat

ements,

such

proc

edure

has not been issued yet.

o

Regulations on Inte

rnationa

l Roaming betwe

en Argentina and Chil

e

ENACOM

issued

Resol

ution

No.

927/20,

which

w

as

published

in

the

Officia

l Gaz

ette

on

August

31,

2020

,

whereby

said

agency

approved

the

Reg

ulations

on

International

Roa

ming

between

Chile

and

Argent

ina.

Among

other

matters

,

under

those

Regulations

,

it

w

as

established

that

Arge

ntine

mobile

commun

ication

service providers, incl

uding Virtual Mobile Op

erators, s

hall offer customers

who use internationa

l Roaming

services

with

Chile

the

s

ame

prices

tha

t

they

offer

in

t

heir

own

country

for

voice

communications

,

messaging

and mobile data duri

ng their stay in that country

.

o

Infrastructure Sharing

Regulation

On

December 16,

202

0,

t

he Offi

ce of

the Chief

o

f

the

Cabinet of

Ministers -

Secret

ariat

of Public

Innovati

on,

issued

Resolution

No.

1

05/20,

whereby

it

appr

oved

the

Passive

Infrastruc

ture

Sharing

Regulation

and

established the terms and procedures regarding the access, availability and shared use of passive

infrastructure owned

by, controlled by

or otherwise ava

ilable to an ICT

S

ervices Licensee.

The

most

relevant

provisions

of

the

Regulation

are

th

e

obligat

ion

to

grant

access

to

other

ICT

Serv

ices

Licensees

to

available

pass

ive

infrastr

ucture;

the

obligation

to

reserv

e

capacity

in

the

installation

of

new

ducts

or s

tructures

for

access

by

other

ICT

Serv

ices

Licensees;

the

prohibition

to

agree

on

exc

lusive

use;

among other obligati

ons.

o

Subscription Television

Services Regu

lation

On December 24,

2020, ENACOM Resolution No. 1,491/20 was published in

the Official Gazette,

whereby

said

a

gency

approved

the

“General

Regulatio

n

of

S

ubscription

Television

Ser

vices

by

Physical

and/or

Radio-

electric

a

nd

S

atellite

L

ink”.

Among

other

aspec

ts,

the

Regulation

provides

for

the

arra

ngement

of

signals in progra

mming grids so

that the sig

nals t

hat correspond to

the same genre

are arrange

d

consecutively; the

obligation

to

s

ubmit an

annual affidavit

that

s

ets forth

the

progra

mming

grid,

the inclusion

of

s

ignals

of

broadc

ast

telev

ision

Licensees;

the

list

of

mandatory

sig

nals,

and,

in

case

of

disagree

ment

regarding wh

ether

or no

t it

is

mandatory

to

include

a g

iven si

gnal

in the

programm

ing grid,

be

it

broadcast

television

signals

or

those

inc

luded

in

the

Public

Regis

try

of

Signals,

a

ny

of

the

parties

may

resort

to

t

he

ENACOM.

In

addition,

said

Resolution

provi

des

t

hat

the

commercial

ization

of

one

or

s

everal

signals

may

not

be conditional on

the acquisition of

ot

her signals.

In the

event licensees offer a

pack

age of

si

gnals, they

must

include

a

breakdown

of

the

pr

ice

of

each

signal.

Telecom

made

a

spontaneous

appearance

bef

ore

the

ENACOM

to

state

its

full

adherence

to

the

appeal

filed

by

the

Argentine

Cable

Television

Association

(ATVC,

for

its

Spanish

acronym)

agains

t

the

provisions

of

such

resolution

on

the

grounds

that

it

is

illegitimate

and s

hould therefor

e be revoked.

CABLEVISIÓN HOLDING

S.A.

-

26

-

o

Sanctions Regime Ap

plicable to Information

and Co

mmunication

Technolog

y Services

.

On Ma

rch

3, 2021,

throu

gh

Resolution No. 221/21,

the ENACOM approved the

“Sanctions Regime

applicable

t

o

Inf

ormation

and

Communicatio

n

Techn

ology

Services

”,

which

is

su

bject

to

the

appr

oval

o

f

ENACOM's

Board.

S

uch

resolut

ion,

am

ong

other

aspects,

provides

for:

i)

the

price

of

the

PBU

-SBT

(Mandatory

Univers

al

Basi

c

Telephony

Serv

ice)

in

effect

at

the

time

of

paymen

t

as

a

u

nit

of

r

eference

to

set the

amount of fines; ii) a

maximum fine equivalent to 50,000 PBU-SBT and a minimum of 50

PBU-SBT;

iii)

the

publicatio

n

of

the

sanctio

ns

imposed

in

t

he

media

and/or

the

ins

titutional

website;

and

iv)

the

possibility of

imposing daily

fines for each d

ay of

no

n-compliance.

Said Resolutio

n was rati

fied by

ENACOM's Board o

n April 28, 2021 thro

ugh Resolutio

n No. 581/21.

As

of

the

date

of

these

consolidated

financial

statements

,

Telecom

is

evaluating

the

impact

of

the

obligations

imposed under this

new Regulation.

✓

COMPRE ARG

ENTINO (Buy Argentine)

Pursuant to Law No. 2

7,437, Telecom

Argentina

- in its capacity as p

ublic fixed telephony

service licensee

-

,

and

its

r

espective

direct

subcontractors

,

shall

give

preference

to

t

he

acquisit

ion

or

l

ease

of

go

ods

of

national origin,

under the

terms

of such l

aw, for

the procurement of

s

upplies and public

wor

ks and

services.

Said

law

provides

that

preference

sh

all

be

given

t

o

g

oods

of

national

orig

in

whe

n

the

price

of

identical

or

similar

goods,

u

nder

cash

payment

con

ditions,

is equal

to

or

l

ower

than

t

he

price

of

foreign

goods increased

by 15% when

the offerors qualify as micro, small and medium-sized ent

erprises

–

(MSMEs), and by

8% for

any

other

company.

In

the

compar

ison,

the

price

o

f

foreign

goods

shall

conte

mplate

applicable

import

dut

ies

and all the taxes and

expenses required for t

heir nationalizatio

n.

Said law sets out that a good is considered to

be of national origin w

hen it has been produced or extrac

ted

in the Arg

entine Rep

ublic, prov

ided that

the cost

of n

ationalized

imported r

aw mat

erials, inputs

or sup

plies

does not exceed 40% of

its gross

production value.

The

procurement

of

servic

es

is

subject

to

Law

N

o.

18,875,

which

sets

out

the

obligation

to

contrac

t

exclusively the services of domest

ic compani

es, consulting firms and professio

nals, as defined in said law.

Any exception shall hav

e to be prev

iously approved by

the competent mi

nistry.

Through

Resolution

No

.

2,350/04,

the

former

CNC ap

pr

oved

the

“Procedure

for

the

fulfillment

of

t

he

Compre

Trabajo

Argentino

Regime”, which

includes the

obligation to

file semi

-ann

ual

affidavits

regarding

the

fulfillment of these rul

es.

The

rules

prov

ide

for

economic,

administrative

a

nd

cr

iminal

sanctions

for

fai

lure

to

fulf

ill

the

ob

ligations

established under t

he Compre Arg

entino regime.

It

should

be

n

oted

that

this

regulation

reduces

the

operating

flexibility

of

Te

lecom

due

to,

among

other

reasons,

the

request

for

authorizat

ions

prior

to

the

completion

of

acq

uisitions,

the

tim

e

spent

in

preparing

the

publications and

th

e

r

equired filings

w

ith

respect

to the

obl

igation

to

file semi

-annual affidavits

re

garding

fulfillment of the Compre

Argentino reg

ime and the rela

ted administrative

expenses.

✓

REGULATORY SITU

ATION OF MICRO

SISTEMAS AS

PSP

•

Communications iss

ued by the Centr

al Bank of Ar

gentina (BCRA)

In

January

2020,

the

BCRA

issued

Comm

unication

“A”

6,85

9

and

Comm

unication

“A”

6,88

5,

whereby

it

established the rules for the operation of the payment accounts offered by PSPs. Among other obligations,

it

was

provided

that

PSPs

must

be

registered

in

the

“Registry

of

Paym

ent

Service

Providers

that

O

ffer

Payment

Accounts

”

managed

by

the

Sup

erintendency

of

Financial

and

Ex

change

Institut

ions

(SEFyC,

for

its Spanish acronym).

CABLEVISIÓN HOLDING

S.A.

-

27

-

In

addition,

pursu

ant

to

said

regu

lat

ions,

PSPs

m

ust

comply

with

the

r

eporting

r

egime

establ

ished

by

the

BCRA.

During

fiscal

years

2020

and

2021,

the

Central

Ba

nk

of

Argentina

issued

several

C

ommunications,

whereby,

among

other

things,

it

extended

financial

ent

ity

rules

t

o

legal

entities

that,

without

being

financial

enti

ties,

perform,

as

payment

s

ervice

prov

iders,

at

least

one

function

n

ormally

perform

ed

by

financial

ent

ities

,

an

d

therefore compete

with financial entit

ies.

The most important pr

ovisions of the effect

ive l

egislation are

detailed below:

a)

Offering

of

Accounts

and

Funds

Manag

ement:

PSPs

c

an

offer

the

necessary

accounts

for

debits

and

c

redits

within

the

payment

scheme.

The

accoun

ts

offered

by

PSPs

are

called

payment

accounts.

Payment

accounts

are

unrestr

icted

accounts

offered

by

PSPs

to

the

ir

customers

to

order

and/or

receive

payments.

Customer funds cred

ited to the

payment accounts

offered by PS

Ps must b

e available at al

l times

(immediately

upon

deman

d

by

the

custo

mer)

for

an

amount

at

least

equivalent

to

t

hat

cr

edited

to

t

he

payment account.

T

o thi

s end,

the systems

implement

ed

by PSPs

must be

ab

le

to identify

and individualize

the funds of each cus

tomer.

100%

of

the

custo

mers’

fu

nds

must

be

deposited (at

all

times)

in

checking accounts

in

Argen

tine

pesos he

ld

with Argentine financial inst

itutions. Notwithstandi

ng the foregoing, at the express request of the c

ustomer,

the funds credited to pay

ment accounts can b

e applied to investm

ents in ‘mutual funds’ in Arge

ntina. Such

funds

sh

all

be

debited

from

the

rel

evant

payment

acc

ount,

in

which

case

the

amounts

inves

ted

in

mutual

funds must be report

ed separately fr

om the balance of

the payment accou

nt.

For transactions on their own account (payment to suppliers

, payment of salaries, etc

.)

, PSPs must use an

‘operational’

bank

acc

ount

(unrestricted)

separate

fr

om

the

ba

nk

account

in

which

t

he

PSP

customers’

fu

nds

are deposited.

The

balanc

es

in

Argentine

pesos

held

by

PSP

c

ustomers

in

th

e

acc

ounts

s

hall

be

subject

to

a

minimum

cash requirement of 10

0%.

b)

Overs

ight

and

Rep

orting

Regime:

PS

Ps

shall

com

ply

with

t

he

report

ing r

egime

provided

for

in

differen

t

communications

issued

by

the

BCRA

and

give

ac

cess

to

their

fac

ilities

and

d

ocumentation

to

SEFyC

personnel

designated

for

this

purpose,

and make

availa

ble

to the

BCRA

such

real

time inquiry

and

reporting

tools

as

the

Deputy

G

eneral Ma

nager

of

Payment

Methods

may

determine

for

e

ach

type

of payme

nt

service

provider accordin

g to t

he

volu

me of its opera

tions.

c)

Transparency

:

Advertise

ments

made

through

a

ny

med

ia

and

any

documentation

issued

by

PSPs

m

ust

clearly and

expressly

state

that: a)

they only offer

paym

ent

services

and are

not authorized by

the BCRA to

operate

as

financial

e

ntities,

and

b)

funds

dep

osited

in

payment

accounts

do

not

constitute

de

posits

in

a

financial institution

or

have any of

the

guarantees

that such deposits may

enjoy pu

rsuant to

applicable laws

and regulations g

overning depos

its in financial inst

itutions.

d)

Tr

ansfers

of

funds

sent

and

rec

eived

i

n

paym

ent

ac

counts.

PS

Ps

must

compl

y

with

the

obligations

set

out in

the “N

ational

Payment

System

-

Tr

ansfers

Rules”

and i

n the

“National

Payment

System

–

Transfers

–

Supplementary

Rules”.

CABLEVISIÓN HOLDING

S.A.

-

28

-

•

Law No. 25,246 and R

esolution No. 76/2019

FIU

Micro Sistemas is a

n Obligated Subjec

t (OS) pursua

nt to Article

20 of Law No. 2

5,246 (as amende

d).

In

addition,

Micro

Sistemas

is

subject

to

the

ter

ms

o

f

FIU

Resolution

N

o.

76/2

019

,

which

s

ets

out

the

guidelines

for

th

e

manage

ment

of

asset

laundering

and

terrorist

financing

risk

s,

as

well

as

minimu

m

compliance

standar

ds

to

b

e

app

lied

and

adopted

by

c

redit

and

purchase

c

ard

operators

and

iss

uers

o

f

traveler

chec

ks,

in

ac

corda

nce

with

their

po

licies,

proc

edures

and

controls,

in

or

der

to

manage

the

risk

of

being used by third part

ies for crimina

l purpo

ses of asset laun

dering and terrorist f

inancing.

In addition, Micro

Sistemas S.

A. is subjec

t to several F

IU rules

that a

re

gener

ally applicab

le to all persons

.

Among

them,

F

IU

Res

olution

No.

134/2018

(as

amended)

,

which

s

ets

forth

t

he

list

of

po

litically

exposed

persons

(PEPs)

and

es

tablishes

the

sp

ecial

actions

for

the

control

of

transact

ions

that

must

be

applied

to

this type of customers; an

d FIU Resolution No. 112/2021, wh

ich amended the sys

tem to

identify and verif

y

the ultimate benefici

a

l

own

ers of custom

ers that are legal

entities or ot

her legal struc

tures.

NOTE 3 - MAIN A

CCOUNTING POLICI

ES

These consolidated financial statements have been prepared by applying the criteria for

the restatement of

financial statements s

et forth in IAS 2

9. For more inf

ormation, see Note

1.e).

a)

Going Concern

The consolidated fin

ancial statements as

of December

31, 2021

and 2020 have

been prepared

on a going

concern

basis

as

there

is

a

reasonable

expectat

ion

that

the

Company

and

its

subsidiaries

wi

ll c

ontinue

its

operational

activities

in

the

foreseeable

future

(and

in

any

event

with

a

time

horizon

of

more

than

twelve

months).

b)

Foreign Currency Tran

slation

Items

included

in

the

fina

ncial

statements

of

eac

h

of

the

Group’s

com

panies

ar

e

measured

using

the

currency of the primary

economic enviro

nment in whic

h the entity operates (“th

e functional curr

ency”). The

consolidated

financial

state

ments

are

presented

in

Arg

entine p

esos,

which

is

the

functional

currency

of

all

Group companies

located

in Argentin

a. The functi

onal c

urrency for

the foreign

subsidiaries

of the Grou

p is

the respective legal currenc

y of each country

.

The

assets

and

liabilities

of

fore

ign

subs

idiaries

are

translated

using

t

he

exchan

ge

rates

in

effect

at

the

reporting

date,

w

hile

income

and

expens

es

are

translated

at

the

avera

ge

ex

change

rat

es

for

the

year

reported.

Exc

hange

d

ifferences

res

ulting

from

t

he

applica

tion

of

this

met

hod

are

recognized

under

Other

Comprehensive

Income.

The

cash

flows

of

foreign

consolidated

su

bs

idiarie

s

ex

pressed

in

foreign

currencies

included

in

the

consol

idated

financial

state

ments

are

transl

ated

at

the

averag

e

exchange

rates

for each year.

c)

Foreign Currency Transa

ctions

Transactions

in

for

eign

cur

rencies

are

tr

anslated

into

the

func

tional

cur

renc

y

usi

ng

the

fore

ign

excha

nge

rate

prevailing

at

the

date of

the

transaction. Monetary

assets

and

liabilities

denominated

in

foreign

currencies

are

translated into

the fun

ction

al

curr

ency

at the

foreign

exchange rate

at the

reporting

date.

Exchange

differences

are

rec

ognized

as

foreign

currency

exchange

gains

or

loss

es

in

the

consolidated

statement

of

comprehensive

incom

e

an

d

are

included

und

er

the

it

ems

r

elated

t

o

Fi

nancial

Results, net.

CABLEVISIÓN HOLDING

S.A.

-

29

-

d)

Consolidation

These

consolidated

financi

al

s

tatements

include

the

line

-

by

-line

conso

lidation

of

the

assets,

liabilities,

results

a

nd

cas

h

flows

of

the

C

ompany

and

its

subsi

diaries

(companies

in

which

it

ex

ercises

control

(see

paragraph

d.1)),

as

w

ell

as

the

line

-

by

-

line

consolidatio

n i

n

its

f

inancial

statements

of

the

assets,

liabilit

ies

and

res

ults

und

er

joi

nt

co

ntrol,

acc

ording

to

the

perc

entage

of

its

interest

in

t

he

agree

ments

and

joi

nt

ventures

(

paragraph

d.2)

jointly

controlled

by

it;

and,

the

interest

owned

by

the

C

ompany

in

associa

tes

is

recognized

in

on

e

item

(c

ompanies

in

which

it

exercises

significant

i

nfluence

(see

paragraph

d.3))

.

These

consolidated

financial

s

tatements

incl

ude

the

line

-

by

-li

ne

consolidatio

n

between

Telecom

and

struct

ured

entities with the specif

ications mentio

ned in para

graph d.4).

d.1) Control

Control exists when the investor has significant power over the investee; has expos

ure or rights to variable

returns

from

its

involvem

ent

with

the

investee

an

d

has

the

abil

ity

to

use

its

power

to

affect

the

amount

of

the

returns

.

Subsidiaries

a

re

fu

lly

co

nsolidated

as

from

the

d

ate

on

which

contr

ol

is

transferred

to

t

he

controlling company

and shall be deconso

lidated from t

he date that contro

l ceases.

In the prep

aration

of these

consolidated

financial

statem

ents, ass

ets, liabilities,

revenues

and exp

enses of

the su

bsidiaries

ar

e cons

olidated

on

a

line

-

by

-

line

basi

s.

Shareholders

’

equity

and

net

incom

e

attributable

to

non-

controlling

interest

are

disclose

d

under

the

Grou

p's

shareholders’

equ

ity

and

comprehensi

ve

incom

e,

but

separately

from

the

resp

ective

port

ions

attributab

le

to

the

Control

ling

Comp

any,

both

in

the

co

nsolidated

statement of changes

in equity and

in the consolidated s

tatement of compreh

ensive income.

All intercompany ac

counts and

transactions h

ave

been eliminated

in the preparat

ion of these c

onsolidated

financial statements.

The

subsidiaries’

financial

statements

c

over

the

same

periods

and

ar

e

prepare

d

as

of

the

sa

me

closing

date and in accordance

with the same acc

ounting policies as those

of t

he Com

pany.

Note

1

a)

details

the

cons

olidated

subsidiaries,

toge

ther

with

the

interes

t

percentages

held

directly

or

indirectly

in

each

subsidiary

’s

capital

stock

and

votes,

ma

in

activity

and

country

of

origin

as

of

D

ecember

31, 2021.

The

Company

considers

a

ny

transactions

executed

with

non

-contro

lling

sharehol

ders

that

do

not

result

in

a

loss

of

contro

l,

as

transact

ions

among

shar

eholders.

A

change

in

the

e

quity

interes

ts

held

by

t

he

Company

is

considere

d

as

an

adjustment

in

th

e

bo

ok

v

alue

of

controlling

and

non-c

ontrolling

interests

to

r

eflect

the

changes i

n its

relative

interests. The

differenc

es between

th

e

a

mount for

which

non

-

controlling interests

are

adjusted

a

nd

the

fair

value

of

the

cons

ideration

pa

id

or

rec

eived

and

attributed

to

the

shareholders

of

the

controlling

com

pany

will

b

e

direct

ly

recogn

ized

in

“Other

Comprehensive

Income”

under

in

the

equity

attributed to the co

ntrolling c

ompany.

d.1.a)

Accounting

treat

ment

of

the

acquisition

of

the

rem

aining

equity

interest

(30

%)

in

the

controlled company Tu

ves

On

September 4,

2019,

Núcleo

acquired 30%

of

the shares

of

Tuves Paraguay,

which were

held by

TUVES

Chile.

This operation repr

esents a transacti

on between c

ontrolling and

non

-controll

ing shareholders

in the

consolidated financial

s

tatements. Therefore,

the Company recorded

a $ 193

million adjustment to

the non-

controlling interest

balance

as of December

31, 2019 a

nd the differe

nce arising fr

om the purc

hase price o

f

$

71

million

was

recorded in

“Other Comprehe

nsiv

e

Income”

under Equity

a

ttributable

to

control

ling

shareholders as of that d

ate, as provide

d under IFRS 10.

CABLEVISIÓN HOLDING

S.A.

-

30

-

d.1.b) Offer for Irrevocabl

e Call and Put Option

on the Shares

of AVC Continen

te Audiovisual

On

September

25,

2019,

Telecom

Argentina

an

d

the

non-

controlling

share

holders

of

AVC

Continente

Audiovisual (the

“Assignors”

) executed an

Offer for

an

Irrevocable Cal

l and Put O

ption on

all the s

hares of

AVC

Continent

e

Audiovisu

al

held

by

the

Assignors,

i.e.

497,479

shares

representing

4

0%

of

the

c

ap

ital

stock of AVC Continente Audiovisual. The call and put option may be exercised by Telecom Argentina and

the Assignors,

respective

ly, from

Oc

tober 1,

2019 to S

eptember 30, 2024.

The call and

put options include,

together with the shares

, the assignme

nt and tra

nsfer of all the equ

ity and political rights

inherent to them.

On October

2

7, 2021,

Telecom Argentina acquired 497,479

c

ommon book

-entry shares with

nominal value

of

$

1

each

and

entitled

to

one (1)

vo

te p

er

share

repres

enting

40%

of

the

capital

stock

and

vot

es of

AVC

Continente

Audiovisua

l,

as

the

Assignors

ex

ercised

t

he

put

option

on

such

s

hares

,

settling

the

rema

ining

balance.

This operation repr

esents a transacti

on b

etween c

ontrolling and

non-controll

ing shareholders

in the

consolidated

financial

stat

ements.

Th

erefore,

Teleco

m

recorded

a

$

24

million

adjustm

ent

to

the

non-

controlling

int

erest

balanc

e

as

of

Decem

ber

31,

2021

and

the

difference

arising

from

the

t

otal

pu

rchase

price

of

$

164

million

was

r

ecorded

in

“Other

Comprehensive

Incom

e”

under

Equity

attributab

le

to

controlling

shareholders as of that d

ate, as provide

d under IFRS 10.

In addition,

Telecom

recorded g

oodwill f

or

$ 1

22 mi

llion in

connection wi

th the

acq

uisition of

the

additional

40% equity interest.

d.1.c) P

urchas

e

of one

(1) shar

e of

PE

M. Merger between

T

elecom,

Ultima Milla, CV

Berazategui and

the Spin-off Equity of P

EM

On June 27, 2019, T

elecom acqu

ired a register

ed non

-endors

able common shar

e, with

nominal value of

$

1 and

ent

itled t

o o

ne v

ote

per

share,

representing

0.00

000738%

of

the

capital

stoc

k

and votes

of

PEM

for

a

total

amount

of

$

10,000

(ten

thousa

nd

Argentine

pes

os).

Upon

this

acquisition,

Telecom

became

the

direct holder of 100% of

the c

apital stock of PEM.

On

October

01,

2019,

Telecom

absorbed

Última

Milla

and

CV

Berazategu

i

(t

he

“Absorbed

C

ompanies”)

and

the S

pin-

off E

quity

of

PEM

(th

e

“Corp

orate

Reorg

anization”),

generati

ng

the

corres

ponding

opera

tional,

accounting a

nd tax

eff

ects,

unify

ing the

operati

ons of

t

he above

-men

tioned co

mpanies

and

Telecom,

thus

enhancing

efficiency,

synergy

and

streamlining

costs

and

opt

imizing

the

us

e

of

t

he

com

panies’

technical,

administrative

and

financi

al

structures.

The

Absorbed

Companies

were

dissolv

ed

without

liquidation

and

PEM Spin-off a port

ion of its equity and

its capital stoc

k was reduced pro rata as

of October 1, 2

019.

Such C

orporate

Reorg

anization

was

carried

out

i

n acc

ordance

with

t

he

provisions

of

articles

82

and

8

3

of

the

G

eneral Associations

L

aw,

with the

provisi

ons

of Articles

77 and

rela

ted

Articles of

Income Tax

Law

No.

20,628,

as

amende

d

and

suppleme

nted,

with

CNV

Rules

,

with

th

e

Listing

Rules

and

other

prov

isions

issued

by

the BYMA,

with

IGJ

Ru

les

and

with

other

applicab

le

la

ws

and

regulations.

The

Corporate

Re

organization

was

approved

by

t

he

shar

eholders

at

the

General

Extraordinary

Sharehold

ers’

Meet

ing

and

the

S

pecial

Shareholders’ Meetings of Class “A” and Class “D” shares of Telecom Argentina held on October 24, 2019

and

the

respective

Shareholders

’

Meetings

of

Últ

ima

Milla,

CV

Berazategui

and

PE

M

held

o

n

the

same

date.

As

a

res

ult

of

the

Corporat

e

Reorganization,

as

of

October

1,

2019,

Telecom

Argentina

assu

med

a

ll

th

e

existing

activities,

rece

ivables,

property

and

all

t

he

ri

ghts

and

obl

igations

of

Ultim

a

Milla,

CV

Ber

azategui

and

the

Spin-off

Eq

uity

of

PEM,

as

well

as

any

that

may

come

into

exist

ence

or

arise

due

to

prior

or

subsequent acts or acti

vitie

s. The

Final Merger Commitment was executed on

Nov

ember 25, 2019

and,

on

November

29,

2019,

Teleco

m

filed

with

the

CN

V

the

request

for administrative

ap

proval,

which was

granted

through a resolution iss

ued on February

19, 2020.

CABLEVISIÓN HOLDING

S.A.

-

31

-

d.1.d) Irrevocable con

tribution in cash to M

icro Sistemas

On

November

10,

2020,

Telecom

made

an

irrevoc

able

contribution

in

cash

on

account

of

the

f

uture

subscription of

shares of Micro S

istemas,

for

$

60

million ($ 94

million in constant

currency

as

of

Decemb

er

31,

2021).

At

the

Una

nimous

General

Extraordinary

Shareholders’

Meeting

o

f

Micro

Siste

mas

held

on

December

21,

2020,

its

shareho

lders

dec

ided

to

increase

the

capital

s

tock

by

$

60

m

illion

t

hrough

the

capitalization

of

said

irrevocable

contributio

ns

paid

i

n

cash

by

Telecom

and

issue,

representing

such

increase,

a

tot

al

of 60,000,000 no

n-

endorsable,

register

ed

co

mmon

shares,

with nominal

value

of

one

Peso

($ 1) each and entit

led to one vote per share, to

be delivered t

o Telecom.

On Janua

ry 11, 20

21, Telecom Argentina made

a

n

irrev

ocable contribution

in cash

on account

of

the futu

re

subscription of shares of Mic

ro Sistemas for $ 62 m

illion ($ 90 million in cons

tant currency as of December

31, 2

021),

which

was

capitalized

by

Micr

o

Sistemas

pursuant

to

a

resolutio

n ad

opted

by

the

shareholders

at the Unanimous G

eneral Extraordinary S

h

areh

olders’ Meeting he

ld on January

19, 2021.

On

Septe

mber

2

2,

202

1,

T

elecom

Ar

gentina

ma

de

an

irrevoc

able

contr

ibution

i

n

cash

on

account

o

f

th

e

future

su

bscription

of

s

hares

of

Micro

Sistemas

f

or

$

260

million

(

$

287

million

in

constant

currency

as

of

December

3

1,

2021),

which

was

capitalized

by

M

icro

S

istemas

purs

uant

to

a

re

solution

a

dopted

by

the

shareholders at

the Unanimous General Extraordinary Shareholders’ Meeting held

on November 16,

2021.

d.1.e) Incorporation of P

ersonal Sma

rthome S.A.

On December

30,

2020, Telecom

and

PEM incorporat

ed Pers

onal Smarthome

S.A., i

n which

they hol

d an

interest

of

90%

and

10%,

respectively.

T

elecom

subs

cribed

90,000

shares

and

PEM

subscribed

10,000

shares,

all

co

mmon

book-

entry

shares

with

no

minal

value

of

$

1

pe

so

each

and

entitled

to

5

votes

per

share. In addition, on tha

t date, the shareho

lders paid 25% of

their respective sub

scriptions.

Personal Smarthome S.A. is mainly engaged in

the provision of services, solutions and/or goods that allow

and/or contribute to automation, monitoring, security, digital

interconnecti

on and home

automation (IoT) for

the integration of t

echnology into the desi

gn of homes, build

ings, cities, and/or pub

lic or private entities

.

As of

the

date

of

these

c

onsolidated

financia

l sta

tem

ents,

th

e subs

idiary

had

not

c

arried o

ut

any

business

activities.

d.1.f) Acquisition of sh

ares of Opalker S.A.

On

July

27

,

2021,

T

elecom

Arge

ntina

acquired

all

the

shares

representing

th

e

subsc

ribed c

apital

stock

of

the Uruguayan company Opalker S.A.

Telecom Argentina intends to commercialize cybersecurity products

and services and / or r

elated services throu

gh this

company.

As of

the

date

of

these

c

onsolidated

financia

l sta

tements,

the

subs

idiary

had

not

c

arried o

ut

any

business

activities.

d.2) Interests in Joint Ope

rations

A

joint

opera

tion

is

a

c

ontractual

arrangement

wh

ereby

two

or

more

c

ompanies

undertake

an

economic

activity that i

s subject to

joint control, i.e.,

when

the financial strategy and

the operating decisions

r

elated to

the company’s activi

ties require the unanimo

us consent of the

parties sharing co

ntrol.

In the cases of jo

int busines

s arr

angements execute

d through

U

niones Tra

nsitorias de

Empresas

("UTE"),

considered

joint

op

erations

under

IFRS

11,

the

Co

mpany

recognizes

in

its

fi

nancial

s

tatements

on

a

line

-

by

-line

basis

t

he

ass

ets,

liabilities

and

net

income

subj

ect

to

joint

control

i

n

pr

oportion

to

its

share

in

such

arrangements.

Telecom holds

a 50% interest

in the UTE

Ertach

–

Telecom Argentina, which i

s engaged in

th

e provision of

data

and

order

channel

transmiss

ion

services

required

to

inte

grate

the

public

admin

istration

agencies

of

the

Province

of

Buenos

Aire

s

and

the

municipal

agencies

in

a

single

provincial

data

commu

nication

network

.

CABLEVISIÓN HOLDING

S.A.

-

32

-

The

UTE

had

an

a

greement

with

the

Ministry

of

the

Cabinet

Chi

ef

of

the

Prov

ince

of

Buenos

Aires,

whic

h

had

been

approv

ed

pursu

ant

to

Decree

N

o.

2017

-166-E-G

DEBA-

GPBA.

It

was

in

th

e

“Termination

of

Services Pha

s

e”,

which implied

the continuity

of

operat

ions

until

the

Govern

ment of

the Province

of Buenos

Aires elected another s

upplier for these serv

ices.

In

view of the

technical impossibility of

h

aving a

s

upplier render thi

s service immediately and since the

UTE

is

the

only

supplier

t

hat

can

prov

ide

the

s

ervice

u

nder

the

current

conditio

ns,

the

Ministry

of

the

C

abinet

Chief

of

the

Prov

ince

of

Buenos

Aires,

thr

ough

Res

olution

No.

3,046/2021,

approve

d

the

d

irect

engage

ment

of

the UTE for

the continuity

of the

service for a

t

erm of 12

mo

nths, counted as

fro

m July

29, 2021, the

d

ate

on

which

t

he

correspond

ing

administrat

ive

act

w

as

approv

ed,

which

may

be

exte

nded

for

a

nother

ter

m

of

12 months, if so requ

ested by that Ministry.

d.3) Investments in A

ssociates

An

as

sociate

is

a

n

entity

over

which

the

Compa

ny

has

s

ignificant

influence,

without

exerc

ising

contro

l,

generally accompani

ed by equity holdings o

f between 20% a

nd 50% of voting r

ights.

The associates’ assets

and liabilities and net

i

ncome are

di

sc

losed in

the consolidated financial statements

using the

equity

method.

Under the equity method, the investment in an

associate is to be i

nitially recorded

at

c

ost

and

the book

value will

b

e

i

ncreased or

decreas

ed

to

recognize

the investor’s

share in

the

statement

of

income

f

or

the

ye

ar

or

in

other

com

prehensive

inco

me

obtained

by

the

associate,

after

the

acq

uisition

date.

The

distribution

of

dividends

received

from

the

associate

will

also

reduce

the

book

value

of

the

investment.

The Com

pany's

investment

in assoc

iates includ

es the

goodwill i

dentified a

t the

t

ime of

the

acquis

ition, n

et

of any

impairment

losses.

For

more inform

ation

on th

e impairment

of f

ixed as

sets,

see paragra

ph l)

of th

is

Note.

Unrealized gains or

los

ses on

tra

nsactions between the

Co

mpa

ny (and

its subsidiaries)

and associates are

eliminated consider

ing the Company’s

interest in the as

sociates.

The associates’ financial

st

atements cover the

same periods and are prepared as of

the same closing date

as

those

of

the

Compan

y.

Adjustments

were

made,

where

necessary

,

to

the

ass

ociates’

financial

statements so that their

accounting policies

are in line with those

used by the Co

mpany.

d.4) Consolidation of stru

ctured entitie

s

Telecom,

through

one

of

its

subsidiaries

in

Uruguay,

has

executed

certa

in

agreements

with

other

companies

for

the

purpose

of

render

ing

on

behalf

of

a

nd

by

order

of

such

comp

anies

c

ertain

sellin

g

and

installation

services, col

lections

,

administration

of

subscribers, marketing

and

technical assistance,

financial a

nd

general

business

advisi

ng,

with

respect

to

ca

ble

t

elevision

serv

ices

in

Uruguay.

I

n

accordance

with

IFRS

10 “Consolidated

Financial Statements”,

these consolidat

ed financial stat

ements

include the assets,

liabilities and results

of these

companies. Sinc

e Telecom does not

hold an

equity interest in the

se

companies,

the

offsetting

entry

of

the

net

effec

t

of

th

e

consolidat

ion

of

the

assets,

liabilities

and

resu

lts

of

these companies is disclosed under the li

ne items “Equity attributable to non

-contr

olling i

nterests” and “Net

Income attributable to no

n-

c

ontrolling interests.”

d.5) Business Combin

ations

The C

ompany

applies

the

acquisition

meth

od

of

accounting

for

busin

ess

combinations.

Th

e c

onsideration

for each acquisition

is measured at the f

air value of t

he as

sets to be delivered (c

ost of acquisition).

The

identifiable

assets

an

d

liabilities

as

sumed

of

the

acqu

ired

company

that

meet

the

conditions

f

or

recognition

under

IFRS

3

are

recognized

at

fa

ir

val

ue

at

the

acquisition

date,

ex

cept

f

or

c

ertain

partic

ular

cases provided by suc

h standard.

CABLEVISIÓN HOLDING

S.A.

-

33

-

Any

excess

between

t

he

s

um

of

the

consideration

transferred,

plus

the

amount

of

any

non

-controllin

g

interest (valued at fair value or

measuring the net identi

fiable assets under the equity method), plus the fair

value

of

t

he

acquirer

’s

previously

held equity interest

(if any) in

the entity, over

the fair

value of

the acquired

identifiable

assets and

liabilities of

the

acquiree assumed,

deter

mined

on

the

acquis

ition

da

te,

is

recognized

as goodwill. Otherw

ise, the impact

is immediate

ly recognized in th

e statement of inc

ome.

The direct costs related

to the acquisition are

expensed as incurred.

e)

Revenues

Revenues are recognized (net of discounts and returns) to the

extent the sales agreement has commercial

substance,

pr

ovided

i

t

is

considered

probab

le

that

economic

benefits

will

flow

to

the Group

and

th

eir

amou

nt

can be measured re

liably.

The

Group

d

iscloses

its

rev

enues

into

two

large

gr

oups:

Services

and

equipment

(mainly

includes

mob

ile

handsets).

Revenues

from

sales

of

serv

ices

are

r

ecognized

at

the

time

s

ervices

are

rend

ered

to

the

customers.

Revenues

from

sales

of

mo

bile

eq

uipment

are

recognized

at

the

time

control

o

f

the

good

is

transferred and the co

ntractual obli

gation is fulfilled.

Revenues from

transaction

s

that

include

more than

one

item ha

ve been

recognize

d

s

eparately

to

the

extent

they have

commercial

subs

tance o

n

their

own

.

In

thos

e

cases,

in

which

paymen

t

is

deferred

in

time,

such

as construction contracts, the effect

of the time value of money must be

accounted

for. Non

-refunda

ble up-

front

connection

fees

(one

-time

revenues

),

generated

at

the

beginning

of

the

relationship

w

ith

the

customers,

are

deferred

an

d

charged

t

o

income

over

the

term

of

the

contract

or,

in

the

c

ase

of

indefinite

period contracts, over the

average perio

d of the custo

mer relationship.

Subscription fees pa

id in advance are

disclosed net of

trade receiva

b

les until the s

ervice is rendered.

Revenues

on

construction

c

ontracts

are

r

ecognized

based

on

the

stage

o

f

completion

(

percentage

of

completion

method).

Said

method

provides

an

acc

urate

representat

ion

of

the

transfer

of

go

ods

in

construction contracts bec

ause rev

enues are recogniz

ed based on the progr

ess of the constructio

n. When

the

outcome

of

a

construc

tion

contrac

t

can

b

e

es

timated

reli

ably,

the

r

evenues

and

costs

assoc

iated

with

the construction contract ar

e recognized as

revenues and expenses r

especti

vely

by reference to the stag

e

of

compl

etion

of

the

contrac

t

activi

ty

at

the

end of

the

re

porting

period.

When

it

is probable

th

at

tota

l

co

ntract

costs will exceed total con

tract revenues, the

expected losses are

immediately rec

ognized as expenses

.

Regarding

construction

contracts

, as

of

December

31,

2021,

the

Group

rec

ognized

revenues

from

construction contracts i

n the amount of $

687 mil

lion.

The main services (perform

ance obligations

) provided by

the C

ompany and

its subsidiaries

are:

-

Mobile S

ervices

The Group provi

des mobile serv

ices in Argentina and Parag

uay.

Service

revenues

mainly

c

onsist

of

mont

hly

basic

f

ees,

revenues

on

prepaid

c

alling

cards

,

airtime

us

age

charges, roaming and

interconnection charges

,

VAS charges, a

nd other serv

ices.

-

Internet Serv

ices

Internet

serv

ice

reve

nues

mainly

cons

ist

of

fixed

monthly

fees

rec

eived

from

res

idential

and

corporat

e

customers for data tra

nsmission (including privat

e network

s, dedicated lines, bro

adcasting signa

l

transp

ort

and

v

ideoconferenc

ing

services)

and

Internet

con

nectivity

services

(ma

inly

high

-s

peed

s

ubscriptions

-

broadband-

).

CABLEVISIÓN HOLDING

S.A.

-

34

-

Cable Te

levision Services

The

cable

television

services provided

by the Group comprise the

operation of television

networks

i

nstal

led

in

different

locations

of

Argentina

and

Uruguay.

I

n

a

ddition,

Tuves

holds

a

l

icense

for

the

provision

of

DATDH services in

Paraguay. Cable television services mainly

c

onsist of monthly fees

a

nd certa

in variable

consumption fees relat

ed to ondemand serv

ices.

-

Fixed Te

lephony and Data

Services

These

s

ervices

mainly

con

sist

of

mo

nthly

fees

for

v

oice

services

,

m

easured

service

and

mont

hly

fees

for

additional

serv

ices

(amo

ng

others

:

call

waiting,

itemized

billing

and

vo

icemail),

interconnection

services,

capacity leases and data

services, among

others.

-

Other Serv

ices

Revenues from other serv

ices mainly include billing an

d collection services for the

account and by order of

third parties, administrat

ive and f

inancial service reve

nues, and a

dvertising reven

ues.

f)

Financial Instruments

A

fin

ancial

asset

or

liabilit

y

is

measured

initially

at

f

air

v

alue

plus

or

minus,

in

the

case

of

an

item

n

ot

measured at

fair va

lue with

an

impact on

net

income,

the costs

of

the tra

nsaction

directly attributa

ble to

its

acquisition or issuance.

f.1) Financial Assets

In

accordance

with

IFR

S

9,

upon

initial

rec

ognition,

financial

ass

ets

are

subsequently

meas

ured

at

either

amortized

cost,

(represents

the

initial

amount

n

et

of

pr

incipal

repay

ments

made,

adjusted

by

t

he

amortization

of

any

differences

between

t

he

initial

amount

and

th

e

maturity

a

mount

using

the

eff

ective

interest

method),

fair

va

lue

with

changes

in oth

er

comprehens

ive

income

or

fair

v

alue

with

changes

in the

statement

of

incom

e

(the

fair

value

of

a

fi

nancial

instr

ument

is

the

price

at

wh

ich

the

instrument

co

uld

be

purchased

or

s

old

in

an

orderly

trans

action

between

mark

et

partic

ipants

in

the

main

or

mos

t

pro

fitable

market), on the bas

is of:

(a) The Company’s bus

i

ness

model for managing the

financial assets; and

(b) The contractual cas

h flow characterist

ics of the financial ass

et.

Financial assets includ

e:

Cash and Cash Equiva

lents

Cash

equivalents

are

short

-term

and

high

ly

liquid

inves

tments

that

are

rea

dily

c

onvertib

le

to

known

amounts

of

cash,

subject

to

an

insignificant

r

isk

of

c

hanges

i

n

value

and

their

original

matur

ity

or

the

re

maining

maturity at the date of

purchase does not exc

eed three months.

Cash

and

cash

equ

ivalents

are

recorded

according

t

o

their

nature,

at

fair

value

or

amortized

cos

t

(for

example,

short-

term

i

nvestments at

amortiz

ed

cost,

investments in

mutua

l

fu

nds at

fair

value with

an impact

on Other Financial R

esults, net, etc

.

).

Trade and Other Rece

ivables

Trade

an

d

other

receivab

les

classified

as

either

current

or

non

-current

assets

,

exc

ept

for

deposits

held

i

n

guarantee

of

financi

al

tra

nsactions,

are

initially

r

ecognized

at

fair

va

lue

a

nd

subsequently

m

easured

at

amortized cost us

ing the effective interest

met

hod, less allowanc

es for unc

ollectability.

CABLEVISIÓN HOLDING

S.A.

-

35

-

Occasionally,

m

obile

teleph

ony

custom

ers

pay

for

the

handset

the

price

net

of

the

discount.

T

he

discount

applied

to

the

handset i

s allocated

betwe

en

ha

ndset

s

ale

revenues and

service revenue

s, and

a

contractu

al

asset is initially recognize

d. Contractual as

sets, either curr

ent or non

-curr

ent, are initially recognized

at fair

value and subsequen

tly measured at am

ortized cost, les

s allowances for bad d

ebts, if any.

Deposits

held

in

guara

ntee

of

financi

al

transac

tions

are

carried

at

fair

value.

Th

e

gains

and

los

ses

generated

are included in Ot

her Financial Results, net.

Investments

Notes

and Bonds

inclu

de

t

he

Bonds issued

by

National, Provincial

an

d

Municipal Governments.

Depending

on th

e busi

ness

model

adopted

by

Man

agement,

Notes

and

Bonds

may

be

va

lued at

amortize

d c

ost or

at

fair value and its resu

lts are recognized under O

ther Financial Res

ults, net.

Investments in

mutual funds are

c

arried at

f

air

va

lue.

T

he

gains and losses

g

enerated are

included in

Other

Financial Results, n

et.

The share in the trust “Com

plejo Industrial de

las Telecomun

icaciones 2003” was

recognized at fair val

ue.

Other Investments are

valued at their a

mortized cost.

Impairment of Financi

al Assets

At the time of initial recognition of financi

al assets (a

nd at each closing), the Group estima

tes the expected

losses, with an ear

ly recognition of a prov

ision, pursuant to IF

RS 9.

Regarding

trade

rece

ivables,

and

usin

g

the

simplified

appro

ach

provided

by

s

aid

standard,

the

Compa

ny

measures the allowa

nce for bad

debts for an amoun

t equal to the lifet

ime expected credit losses

.

The

expected losses to

be recognized are

calculate

d

based on a

percentag

e of uncollectability

per maturity

ranges of each financial asset. For such

purposes, the

Company analyzes the

per

formance

of

the financial

assets

grouped

by

typ

e

of

market.

Said

historica

l

pe

rcentage

must

c

ontemplate

the

future

collect

ability

expectations regard

ing those financial assets a

nd, therefore, those est

imated cha

nges in performance.

Derecognition of Fina

ncial Assets

The

Group

derecogn

izes

a

financial

asset

wh

en

the

contractual

rights

to

the

cash

flows

of

such

assets

expire

or

when

it

transfers

the

financial

asset

an

d,

therefore

,

a

ll

the

r

isks

and

ben

efits

inh

erent

to

the

ownership of the fi

nancial ass

et are transferred to anot

her entity.

f.2) Financial Liabiliti

es

Financial

liabi

lities

compris

e

accounts

p

ayable

(ex

cluding

Derivat

ives,

if

a

pplicable),

fi

nancial

debt,

dividends payable and

certain liabilities inc

luded in Other

Liab

ilities.

Financial

l

iabilities

are

initially

recognized

at

fair

value

and

subsequent

ly

measured,

in general,

at

amortize

d

cost.

In

the

event

of

r

enegotiations

of

loans,

if

the

exchang

e

of

de

bt

instruments

betw

een

the

financial

creditor

and

the Company is

ex

ecuted under

subst

antially different

terms or

with a

s

ubstantial change

in the

current

terms

of

the

existing

fin

ancial

liabilities,

tak

ing

into

consideratio

n

both

quantitative

and

q

ualitative

factors

,

such

exchanges are

record

ed

as

a settlement

of the original

liab

ilities an

d as

a

recognition of

ne

w l

iabilities

.

Otherwise,

the

origina

l

iabilities

shall

not

be

canc

eled,

but

deem

ed

refinanced,

c

hanging

its

valuat

ion

in

accordance with the

new terms and co

nditions.

CABLEVISIÓN HOLDING

S.A.

-

36

-

It shou

ld

be

noted

that

the

funds

to

be

paid t

o c

ustomers

disclosed

under

“Accou

nts

Payable”

correspo

nd

to

the

amounts

payabl

e

to

the

customers

of

the

s

ubsidiary

Micro

Sistemas

as

desc

ribed

in

Note

2.f).

T

he

funds,

net

of

any

am

ount

o

wed

by

the

user

to

th

e

sub

sidiary,

are

held

in

the

user's

account

until

the

user

withdraws them.

Derecognition of Fina

ncial Liabilities

The

Gr

oup

d

erecognizes

a

financial

l

iability

(

or

part

of

it)

w

hen

it

has

been

extingu

ished,

i.e.,

when

the

obligation specified

in the correspond

ing agreement is

discha

rged, cance

led or expires.

f.3) Derivatives

Derivatives

are

used

by

the

Gr

oup to

ma

nage i

ts

exposure

to

exchange

rate

and

i

nterest

rate

risks

and

to

diversify

the

parameters

of

debt

so

t

hat

costs

and

vo

latility

can

be

re

duced

to

pre

-

established

operat

iona

l

limits.

All

derivative

financial

i

nstruments

are

measure

d

at

fair

v

alue

in

accordance

wit

h

IFRS

9.

Derivat

ive

financial

instruments qualify for

Hedge Accounting if

and only if all of the fol

lowing conditions

are met:

a) The hedging relati

on cons

ists only of hedging instru

ments and elig

ible hedged items;

b)

The

hedg

ing

re

lation

and

the

r

isk

m

anagement

strategy

and

purpose

are

formally

designated

and

documented since its

inception; and

c) the

hedge is expected

to fulfill

th

e efficacy

requireme

n

ts de

scribe

d

under Note

23.c

–

Hedge A

ccountin

g.

When a

derivative financial instrument is designated as a

cash flow

hedge, the effective portion of

any gain

or loss

on the

derivative f

inancial i

nstrument

is recogni

zed directly

in Other

Compr

ehensive Inco

me

(OCI)

.

The

cumulative gain

or

los

s i

s removed

from

OCI and

recognized in

t

he

consolidated statement of

comprehensive

income

at

the

s

ame

time

as

t

he

hedged

transaction

affects

the

consolida

ted

incom

e

statement. The g

ain or

loss associated wi

th the

ineffe

ctive porti

on of a h

edge is im

mediately rec

ognized in

the consolidat

ed statement

of c

omprehensive

income.

If the h

edged tr

ansaction

is no l

onger prob

able, the

cumulative

gains

or

losses

inclu

ded

in

O

CI

are

imme

diately

r

ecognized

in

the

consol

idated

s

tateme

nt

of

comprehensive inco

me.

If

the

hedged

i

tem

is

a

pro

spective

tr

ansaction

that

re

sults

in

the

r

ecognition

of

a

non

-financ

ial

asset

or

liability or a firm commi

tment, the cumulative

gain or loss

that was initially recogni

zed in OCI is reclass

ified

to the carrying amo

unt of such ass

et or liability.

If

Hedge

Accou

nting

is

not

appropriate,

gains

or l

osses

arising

fro

m

the

fair

value

m

easurement

of

derivative

financial instruments are

immediately recog

nized in the c

onsolidated statement

of comprehensive

inco

me.

For additional informat

ion on NDFs, s

ee Note 23.

f.4) Specific aspects of th

e valuation of

receivables and payabl

es

Receivables

and

payabl

es

valued

at

amortized

cos

t

are

initially

recorded

at

their

fair

value,

which

is

generally

determined

by

us

ing

a

disc

ounted c

ash

flow

valuatio

n m

ethod. T

he

fair

value

under

this

m

ethod

is

estimated

as

the

pres

ent

value

of

all

fut

ure

c

ash

flows

discounted

using

an

estimated

discoun

t

rate,

especially for long term r

eceivables and p

ayables. The discoun

t rates for rece

ivables denominat

ed in PYG

were of 8.22% and 1

2.4% for the ye

ars 2021 and 2

020.

Measurement of the fair va

lue of certain financial instru

ments

if

there is a quoted mark

et price available for

an

instrument

in

an

active

market,

the

fair

value

is

c

alculated

based

on

that

price.

If

there

is

n

ot

a

quoted

market

price

available

for

a

financial

instrum

ent,

its

fair

value

is

estimated

b

ased

on

the

price

esta

blished

in recent

trans

actions

involving

the

same

or

similar

ins

truments

and,

if n

ot, b

ased

on

valuation

tec

hn

iques

regularly

used

in

financ

ial

mark

ets.

The

Compa

ny

us

es

its

judgment

to

select

a

variety

of

met

hods

a

nd

CABLEVISIÓN HOLDING

S.A.

-

37

-

makes

as

sumptions

based

on

market

c

onditions

at

closing.

For

more

informat

ion

on

t

he

determination

of

those values, see Not

e 23.

g)

Inventories

Inventories are measured

at the lower of the cost restat

ed for inflation and net reali

zable value. The cost is

determined

under

the

w

eighted

average

price

method.

The

net

realizable

va

lue

represents

th

e

estimated

selling

price

in

th

e

ordinary

course

of

busines

s

less

the

applicab

le

v

ariable

sale

c

osts.

In

addition,

the

Company estimates an

d records

allowances for obsol

ete and slow

-mov

ing inventories.

The value of inventories d

oes not exc

eed its recoverable va

lue at the end of the y

ear.

h)

PP&E

is

stat

ed

at

acquisition

or

constructio

n

cost

plus

any

c

osts

directly

attributable

to

bringing

the

ass

et

to

the

location

and

con

dition

neces

sary

for

it

to

be

capable

of

operating

in

the

mann

er

intended

by

management,

restated

for

inflat

ion

less

acc

umul

ated

depreciation

and

i

mp

airment

losses,

if

any.

Subsequent

expenditures

are

cap

italized

only

when

they

repr

esent

an

i

mprovement,

it

is

probable

that

future economic

benefits ass

ociated with the it

em will flow to

the Company a

nd the cost of

the item can

be

measured reliably.

The

other subsequent expenditures

ar

e

recogn

ized

as expenses

for

the period

in whi

ch they

were

incurred.

When

PP&E

comprises

m

ajor

components

having

different

useful

lives,

these

c

omponents

are

accounted

for as separate ite

ms if they a

re significant.

Depreciation of PP&E owned i

s calculated on a straight-li

ne basis over

the ranges of estimated useful lives

of

each

class

of

assets.

T

he

ranges

of

the

es

timated

useful

l

ives

of

the

main

c

lasses

of

PP&E

ar

e

the

following:

Estimated Usef

ul Life (in years)

Real Property

5

–

50

Transport and Fi

xed Network

4

–

20

Mobile Networ

k Access

3

–

7

Antenna Suppo

rt Structure

10

–

20

Switching Equipmen

t

2

–

7

Computer Equip

ment

3

–

5

Vehicles

5

Goods under Loan

s for Use

2

–

4

Power Equipmen

t and Installation

s

2

–

12

Machinery, Equipmen

t and Tools

5

–

10

The

de

preciation rates

are

rev

iewed

annually

and revised

if

the current

es

timated

useful life

is

different from

that

esti

mated

previously taking

into account,

among others, techn

ological obsolescence,

maintenance

an

d

condition

of

the

assets

and

different

intended

use

fr

om

esti

mates.

Th

e

effect

of

s

uch

chang

es

is

recognized prospective

ly in the income stat

ement in the corr

esponding period

.

i)

Intangible As

sets

Intangible

assets

are

recognized

if

and

only

if:

The

asset

is

separately

identifiable,

it

is

probab

le

that

the

expected

future

ec

onomic

benefits

th

at

are

attributa

ble

to

the

asset

w

ill

flow

to

the

en

tity;

and

the

cos

t

of

the asset can be m

easured reliably.

Intangible

ass

ets

are

value

d

at

their

c

ost

restated

for

inflation,

l

ess

acc

umulated

amortizati

on

(in

the

case

of intangible assets wit

h a finite useful

life) and impairment

losses, if any.

Intangible assets compr

ise the follow

ing:

CABLEVISIÓN HOLDING

S.A.

-

38

-

- Incremental Costs

from the Acquisit

ion of Contracts

Certain direct

i

ncremental costs i

ncurred for the

ac

quisition of

n

ew subscribers are

capitalized as i

ntangib

le

assets to

the

extent

the co

nditions for

th

e recogn

ition

of an

intangib

le asset

are

met,

pursuant

to

IFRS

15,

i.e.

prov

ided

the

Com

pany

expects

to

recov

er

those

c

osts

and

provided

they

are

costs

that

the

Co

mpany

would not have incurr

ed if the contract ha

d not been suc

cessfully obtained.

Subsequently,

said

as

sets will

be amortized

under the straight-line method

over

the contractual

r

elationship

of the related transferre

d service. Those costs ar

e amortized ov

er a term of two y

ears.

- 3G/4G licenses

It includes

3G

and

4G

freq

uencies

awarded

by

the

SC

to

Personal

in

November

2014

and

June

2015

and

the licenses that had be

en previously award

ed to Nextel.

Telecom's

management

ha

s

concluded

t

hat

th

e

licenses

have

a

finite

useful

life

and,

therefor

e,

they

are

amortized under the stra

ight

-line method over

180 mon

ths.

- PCS and SRCE

License (Argen

tina)

Telecom’s

Management, based

on

an

analysis

of

the

relevant

characteristics of

these licenses,

has

considered

that the

licenses

hav

e

an indefinite

useful life

becaus

e

there is

no

fores

eeable

limit to

th

e

period

over

which

the

asset

is

expec

ted

to

gen

erate

n

et

cash

inflows

for

Te

lecom.

Th

erefore,

these

l

icenses

are

subject to a recoverabi

lity asses

sment, at least on an a

nnual basis.

- Núcleo Licenses

The PCS Licenses are a

mortized under t

he straight

-line met

hod over 60 months.

The 700 MHz-

band spectrum licenses

are amortize

d over a term of 10 years

.

Internet and data tr

ansmission licenses

are amortized

over a term of 5 years.

- Customer Portfol

io

Customer po

rtfolio comprises

mainly

contracts with

Telec

om’s

c

ustomers that

were i

ncorporate

d

as

a

result

of

the

merger

b

etween

Telecom

and

Cablevisión.

T

hey

are

amortize

d

over

the

es

timated

term

of

the

relationship

with

the

acquired

customers.

F

or

fixed

-telephony

customers

said

ter

m

was

estimated

at

10

years.

For

mobile

telepho

ny

customers

in

Argentina,

it

was

estim

ated at

6

years

and

for

mobile

telephony

customers in Paragu

ay, it was estimated at

5 years.

- Brands

The

bran

ds

inclu

de

Te

lecom

and

Pers

ona

l,

which

wer

e

incorporat

ed

as

a

result

of

the

merg

er

betw

een

Telecom and Cablevisión. These brands are not amor

tized because they are deemed to have an indefinite

useful life. The brand F

low is also inclu

ded, which has been

fully amortized.

- Other

It

includes exclusivity r

ights and software

use rights, among

others, with useful

lives of between 2 an

d 28

years.

CABLEVISIÓN HOLDING

S.A.

-

39

-

j)

Right

-

of

-Use Assets and

Liabilities

IFRS 16 pr

ovides that th

e less

ee shall recogn

ize a right

of use as

set and

a liability

at present

value

for the

lease

payments

that

were

not

s

ettled

on

that

date,

w

ith

res

pect

to

those

contract

s

that

meet

the

def

inition

of

leases.

In

add

ition,

the

right-

of

-use

assets

s

hall

c

ontemplate

in

their

initial

c

ost

the

lease

payments

already

settled,

i

nitial

costs

an

d

estimated

dismantling

expenses.

Accord

ing

to

the

standard,

a

lease

is

a

contract

th

at

provides

th

e

r

ight

to

contro

l

the

use

of

an

identified

asset

for

a

spec

ified

time

period.

For

a

company to have contro

l over the use of

an identified ass

et:

a.

It

must

have the right to obt

ain substantially al

l the economic benef

its of the identif

ied assets and

b.

it must have

the right to dir

ect the use of the ident

ified asset.

The

Group

has

several agreements that qualify

as leases pursuant to

IFR

S 16. The

f

ollowing

is

a summary

of

those

agreem

ents:

a)

l

eases

of

sit

es

to

place

a

ntennas;

b)

l

eases

of

b

uildings

for

c

ustomer

serv

ice

locations

an

d

for

other

purposes

;

c)

leases

of

posts

f

or

c

able-

laying;

d)

rights

of

use

of

dark

fiber

for

data

transmission, and e) le

ases of loc

ations for installing a

ntennas.

The

avera

ge

usefu

l

life

is esti

mated at

1-6

years

and

the

deprec

iation

of

the

r

ight-

of

-

use

as

sets

is

calcul

ated

on

a

straight-

line

basis

over

the

lease

term

of

each

agreem

ent,

except

in

the

ca

ses

where

Telecom

will

exercise a call opt

ion that will be de

preciated based o

n the asset's usefu

l life.

k)

Goodwill

Goodwill is

recognized

when

the fair

value

of the

considerati

on paid

and

the

amou

nt of

the non

-controlling

interest,

a

nd

prior

equity

int

erests

at

fair

value,

if

any,

exceed

the

fair

value

of

the

net

assets

ide

ntified

in

each business c

ombination. Good

will has indef

inite useful life an

d its recovera

ble value must

be assessed

at least once a year.

l)

Impairm

ent of Fixed Asse

ts

The

Gr

oup

assess

es

whether

there

ar

e

any

indicator

s

of

impairm

ent

i

n

the

value

of

the

assets

that

are

subject

to

amortizat

ion,

contemplating

both

internal

and

ext

ernal

factors.

Interna

l

factors

include,

a

mong

ot

hers,

obsolescence

or

phys

ical

da

mage

of

the

ass

et,

and

significa

nt

changes

in

the

extent

to

which,

o

r

manner

in

which,

a

n

asset

is

used

or

expected

t

o

be

used

and

int

ernal

reports

t

hat

may

indicate

that

the

economic

perform

ance

of

t

he

asset

is,

or

will

b

e

,

worse

tha

n

expected.

External

sources

include,

among

others,

the

market

v

alue

of

the

asset,

sign

ificant

changes

in

the

legal

,

economic,

technolog

ical

or

market

environment,

increases

in

market

interest

r

ates

an

d

t

he

cost

of

capital

used

to

evaluate

inves

tmen

ts,

and

an excess of the carry

ing amount of the net

assets of the Group ov

er market cap

italization.

Intangible

assets

w

ith

an

indefinite

useful

l

ife

and

goo

dwill

are

n

ot

subject

to

amortization

and

are

teste

d

annually

for impairment

at

the

closing

of ea

ch

year,

or

more

frequently

when

there

is

any

event

or

circumstance that may i

ndicate impa

irment.

The

carrying

va

lue

of

an

asset

is

considered

impaired

by

the

Group

w

hen

it

is

higher

than

its

recoverable

value,

which

is

the

higher

o

f the

fair

value

(less

direct

selling

costs

)

or its

val

ue

in

use. I

n

this

case,

a

loss

shall be immediately reco

gnized in the co

nsolidated statem

ent of comprehens

ive income.

In

order

to

as

sess

if

ther

e

are

any

impairment

losses,

the

Gr

oup

gr

oups

t

he

ass

ets

into

cash

-generat

ing

units, which repres

ent the s

mallest i

dentifiable gro

up of as

sets that gener

ates cash

inflows that are

largely

independent o

f the

cash

inflows from

other ass

ets or

gr

oups of

assets.

Based o

n the c

haracteristics

of the

services it

r

enders and

o

f

its fixed

assets, the

Group has considered

the operations in

Argent

ina as

a single

cash-generating

unit

(CGU

),

and

that

each

of

the

Company’s

foreign

operations

represents

a

sep

arate

CGU.

The

net

carr

ying

a

mount

of

each

cash

-generat

ing

unit

includes

goodwill,

intangible

assets

with

an

indefinite useful life

and assets with a definite useful l

ife (PP&E, intangible assets, and right

-

of

-use assets

).

CABLEVISIÓN HOLDING

S.A.

-

40

-

During

201

9,

an

impairment

was

recorded

for

$

4,4

03

m

illion

relate

d

to

the

addition

of

spectrum

to

Telecom's

assets

under

the

merger

by

acquisition

between

Te

lecom

and

Cablevisión,

and

other

fixed

assets for $ 866

million. During 2020,

the Group

recorded an impairm

ent of minor assets

for $ 5

68 million.

During

this

year,

the

Grou

p

recorded

an

impairm

ent

of

the

brands

Cablev

isión

and

Fibertel

for

a

total

am

ount

of

$

448

m

illion

as

a

result

of

the

G

roup's

decision

to

discontinue

the

use

of

those

bran

ds,

unifyin

g

all

the

customers of

those services

under the

bra

nds

Flow and

Pers

onal i

n order

to simplify

the brand

portfo

lio

and

to

c

onsolidate a

new visual i

dentity

as

an institution

a

nd f

or

its

products

an

d services.

In addition,

the Group

recorded an

impairment

of

goodwill

of Arge

ntine

subsi

diaries for

$ 8

9 million

and

foreign s

ubsidiaries

for a

total amount of $ 578

million and other m

inor assets, net of recover

ies for $ 1

69 million.

Except for the items mentioned above, no other significant impairments were identified in the assessmen

ts

made by the Group

.

The

pos

sible

reversal

of

impairment

losses

PP&E,

intang

ible

assets

and

right

-

of

-use

assets

is

assessed as

of all

the

dates

on

which financial

stateme

nts

are presented.

The net

effects

of the

c

onstitution

and

recovery of

the above-

mentioned impairments

are recorded under

“

Impairment of

Fixed Assets”,

which

is described under N

ote 25.

For more i

nformation on

the assess

ment of th

e rec

overable value

of goodwill, s

ee paragraph

u.

1)

“Recoverability of Goo

dwill” in this note.

m)

Ot

h

er Liabilities

Pension Benefits

Pension

benefits

shown

under

Other

liabilities

represent

accrued

benefits

under

collec

tive

bargaining

agreements

for

employees

who

retire

upon

reaching

normal

retiremen

t

age,

or

earlier

due

to

disability

in

Telecom.

Ben

efits

consist

of

the

payment

of

a

sin

gle

l

ump

sum

e

qual

to

t

he

salar

y

of

on

e

month

for

each

five

years

of

s

ervice

at

th

e

time

of

retir

ement

due

to

retirement

a

ge

or

disabi

lity.

The

collective

bargaining

agreements do not

provide

for other post

-retirement

benefits s

uch as life insura

nce, healt

h car

e, and other

welfare benefits.

The

net

perio

dic

pension

costs

are

recognized

in

the

income

statement,

s

egregating

th

e

financial

component,

as

emp

loyees

render

the

serv

ices

necessary

to

earn

pension

benefits.

However,

ac

tuarial

gains

and

losses

shoul

d

be

presente

d

in

the

s

tatements

of

c

omprehensive

income.

Actuarial

assumptions

and

demographic

data,

as

a

pplicable,

w

ere

used

to

measu

re

the

b

enefit

obliga

tion

as

requ

ired

by

IAS

19,

as

amended. Telecom do

es not make plan co

ntributions

or maintain separat

e assets to fund suc

h benefits.

The actuarial ass

umptions

used are

based on m

arket i

nterest rates, past

experien

ce and the

Group’s best

estimate of

future economic conditions.

Cha

nges i

n these

assumptions may

i

mpact fut

ure benefit

costs and

obligations. The ma

in assumptions use

d in determining ex

pense and bene

fit obligations are the f

ollowing:

2021

2020

Discount Rate (1)

6.1% - 11.8%

6.3% - 12.7%

Projected increase

rate in comp

ensation

23.0% - 51.8%

22.1% - 50.9%

(1)

Corresponds to r

eal discount r

ates.

Additional information

on pension benef

its is provided

in Note 19.

Deferred revenues on

prepaid credit

Revenues from

unused

traffic and

data

packs for

unexpired

prepaid cred

it are

deferred and

recognized

as

revenue

when

the

minutes

and

t

he

data

are

used

by

c

ustomers

or

when

such

credit

exp

ires,

whichever

happens first.

CABLEVISIÓN HOLDING

S.A.

-

41

-

Deferred revenues on co

nnection fees

Non-refundable

up-front

connecti

on

or

installat

ion

fees for

fixed

telep

hony,

dat

a,

ca

ble

and

Internet

services

are

deferr

ed

over

the

ter

m

of

the

c

ontract,

or

in

the

case

of

indefinite

period

contracts,

over

the

average

period of customer re

lationship.

Deferred Revenues rel

ated to Customer

Loyalty Programs

Telecom’s

cus

tomer

loyalty

program

is

measur

ed

at

fair

value

and

is

accounted

for

as

d

eferred

rev

enue

until the award credits are r

edeemed or exp

ire, whichev

er occurs first.

Deferred Revenues o

n Inte

rnational Capacity Leases

Under certain network

capacity purchase a

greements, the Grou

p sells excess purc

hased capacity to other

carriers. Revenues are

deferred and rec

ognized as se

rvices are provided.

Grants for the Acquisitio

n of PP&E

Government grants

for the

ac

quisition

of PP&E

must be

recogn

ized

as

income to

match them

with

the costs

for

which

they

are

i

ntended

to

compe

nsate,

on

a

systematic

basis.

Pursuant

t

o

IAS

20,

grants

r

elated

t

o

assets

may be

disclose

d

as deferred

income or

de

ducted from

the carrying am

oun

t

of the

asset.

The Group

chose,

as

an

account

ing

policy,

the

first

alternative

provided

under

IAS

20

in

the

unders

tanding

that

the

recognition

as

deferred

inc

ome

reflects

more

properly

the

economic

rea

lity

of

the

transaction.

Therefore,

the

related assets

are

r

ecognized taking

into

c

onsideration

the

c

ost

incurred

in

t

he

c

onstruction

of

th

e

asset,

while

the

grant

is

recognized

as

deferr

ed

income

under

other

liabilities

and

is

charged

to

income

as

from

the time the infrastruc

ture is

operational and dur

ing its useful life.

n)

Salaries and Soci

al Security Payables

These include unpaid salaries, vacation

and bonuses and their

related social security contributions, as well

as termination benef

its, and are valued at am

ortized cost.

Te

rmination be

nefits re

present s

everance

indemnities

that

are

payable w

hen e

mployment

is

terminated

in

accordance

wi

th

labor

regulatio

ns

and

current

practices,

or

whenever

an

em

ployee

acc

epts

vol

untary

redundancy in

exchange for

these benefits.

I

n the

case of severance

comp

ensations resulting

from

agreements

with employees

leaving Telecom

upon acceptance

of

voluntary redundancy,

the

compensat

ion

is

usually

comprised

of

a

special

cash

bonus

paid

upon

signing

the

severance

agreement,

and

in

c

ertain

cases

may

include

a

deferred

compensation,

wh

ich

is

payable

in

monthly

insta

llments

calcu

lated

as

a

percentage of the preva

iling wage at the dat

e of each payment (“

prejubilaciones

”). The emp

loyee’s right to

receive

the

monthly

installments

mentioned

above

s

tarts

on

th

e

date

they

l

eave

Telecom

and

e

nds

eit

her

when

they

reach

the

lega

lly

mandatory

retirement

age

or

upon

the

d

ecease

of

the

b

eneficiary,

whichever

occurs first.

The Company and its su

bsidiaries do not

have stock option p

lans for their emp

loyees.

o)

Taxes Payable

The main taxes that hav

e an impact on net inc

ome for the Comp

any are the follo

wing:

Income Tax

The Group records inco

me taxes in accordance

with IAS 12.

Income tax

is recognized in the

conso

lidated statement of

comprehe

nsive income, except

to

the extent that

they relate to items recognized in

Other com

prehensive income or in equity, in which case they will also be

recognized under sa

id items. The inc

ome tax

expense for the ye

ar comprises c

urrent and deferred tax.

CABLEVISIÓN HOLDING

S.A.

-

42

-

In

a

ddition,

if

the

i

ncome

tax

payments

and

withho

ldings

in

Arg

entina

exceed

the

amount

p

ayable

f

or

the

current tax, the excess

shall be recognized as

a tax credit, only if it

is recoverable.

Bo

th for

tax

law effect

ive in

Argentina a

nd in th

e rest

of the c

ountries

in which

the Group

operates

through

its subsidiaries

, inc

ome tax

es paya

bles are

compute

d on

a se

parate ret

urn

basis,

i.e., th

e Com

pany is

not

allowed to prepare a co

nsolidated inco

me tax

return.

Deferred

taxes

are

recog

nized using

the

liability method,

wh

ich provides

for the

assessment

of

net deferred

tax as

sets

or

liabilities b

ased

on

temporary

differenc

es.

Temporary

differences

aris

e

when

the t

ax

base

of

an ass

et or

lia

bility d

iffers

fr

om its

carry

ing

amount

in t

he s

tatement

of

financial

position

and

its

reversal

in

the

future

will

have

an

impact

on

taxab

le

inco

me.

The

deferred

t

ax

as

set

/

liability

is

disc

losed

u

nder

a

separate item of th

e consolidated financ

ial statements.

Deferred

tax

ass

ets

re

lating

to

unused

tax

loss

carry

forwards

are

reco

gnized

t

o

th

e

extent

that

it

is

probable

that future t

axable inc

ome will be

availa

ble against w

hich they

can

be utilize

d. Tax

loss carr

yforwards

may

be com

puted

against

future

tax

able

income

fo

r

a

maximum

of

5

years

. D

eferred

tax

assets

tha

t m

ay

arise

from

inves

tment

in

subsidiaries

are

r

ecognized

when

it

is

pro

bable

t

hat

the

temporary

differences

will

be

reversed

in

t

he

foreseeable

future

and

when

future

taxable

income

wou

ld

b

e

s

ufficient

to

ap

ply

those

temporary differences.

The

recoverabl

e

value

o

f

deferr

ed

tax

as

sets

must

b

e

exam

ined

at

the

end

of

ea

ch

accounting

r

eporting

period.

The

c

ompany

must

reduce

the

carrying

amount

of

a

deferred

tax

asset

to

the

extent

that

it

is

no

longer

proba

ble

th

at

sufficient

t

axable

profit

will

be

av

ailable

bef

ore

it

lapses

to

allow

for

the

computing

of

the

d

eductions

of the

deferr

ed

tax asset.

Any

such

redu

ction

m

ay

be

reversed in

fut

ure

periods

to

the extent

that it becomes proba

ble that sufficient taxa

ble pr

ofit will be availa

ble to compute these d

eductions.

Pursuant

to

Law

No.

27,

430,

amended

by

Law

No

.

27,541,

the

s

tatutory

income

tax

r

ate

in

Ar

gentina

for

fiscal year 2020 was

30%, and 25% for fiscal

years beginning o

n or after January

1, 2021.

However,

s

uch

law

was

repealed

by

Law

No.

27,630,

published

in

the

Official

G

azette

on

June

16,

2

021,

which

provides for

a

tiered tax

r

ate

structure based

o

n

the

taxab

le

income of

each

taxpayer: 25%

for annual

taxable income of up to $

5 million; 30% for annual taxable income exceeding $ 5 million up to $ 50 million;

and 35%

for a

nnual tax

able inco

me exc

eeding $ 5

0 million.

The a

mounts esta

blished for

each

brack

et will

be

a

djusted

once a

year as

fr

om

2

022

based on

the National

IPC corresponding to

October of

the year

prior

to

t

he

ye

ar

i

n

which

the

adjustment

is

made

comp

ared

to

the

same

month

of

the

Telecom

recognized

t

he

effects

of

t

he

increase

in

income

tax

in

the

Statement

of

Com

prehensive

Income

as

of

December 31, 2021.

In

addition

,

Law

No.

2

7,430,

amended by

Law

No.

27,54

1,

esta

blishes

a

withholding

tax

regime

on

distributed

dividends

at

a

rate

of

7%

for

distri

butions

of

profi

ts

gen

erated

during

fiscal

years

begin

ning

on

or

after

January

1

,

201

8

up

to

and

including

December

31,

2020,

and

at

a

rate

of

13%

for

d

istributions

o

f

profits generated during fiscal years beginning on

or after January 1,

2021. Law No. 27,630 amended such

law,

establishing

a

rate

of

7%

also

for

fisc

al

y

ears

beg

inning

on

or

after

Jan

uary

1,

2021.

The

new

withholding

on

d

ividends

a

pplies

only

to

distributions

made

to

shar

eholders

who

are

Argent

ine

r

esident

individuals and to nonres

ident shareho

lders.

Cash

dividen

ds

received

from

a

foreign

subsidiary

are

comput

ed

on

t

he

statutory

income

tax

rate,

u

nder

the

“worldwide

income”

pri

nciple.

As

per

Ar

gentinian

Tax

Law,

the

taxes

paid

ab

road

by

Telecom

can

be

recognized

as

a

tax

c

redit,

wh

ich

includes

the

inco

me

tax

paid

abro

ad,

as

w

ell

as

any

wi

thholdings

o

n

dividends.

The statutory income t

ax rate in Uruguay

was 25% for

all years pre

sent

ed.

CABLEVISIÓN HOLDING

S.A.

-

43

-

The

statutory

income

tax

rate

in

Paraguay

was

10%

for

all

years

presented.

Pursuant

to

Law

No.

125/9

1,

until

December 31,

2019, dividends

paid

were computed wi

th an

additional income

tax

rate of

5%,

representing

an

effective

tax

rate

of

14.5%.

Pursuant

t

o

the

tax

reform

provided

under

L

aw

No.

6,380/1

9

and effec

tive

as

from J

anuary

1,

2020,

the

additiona

l rate

is

revoke

d an

8%

t

ax r

ate is

establ

ished

on

dividends and

earnings when the

rec

ipient of

th

e profits i

s an

individual

or legal e

ntity resident in

Paraguay,

and

1

5%

when

the

benefic

iary

of

th

ese

profits

is

a

nonresident.

Trans

itorily,

dividends

distrib

uted

during

2020 wer

e su

bject

to

a

5%

rate

for

residents

and

10%

for

non

-reside

nts.

Telecom

Argentina

recog

nized

a

deferred tax liab

ility arising

from the effect

of the differe

nce in the income t

ax rates between

Argentina an

d

Paraguay

on

the

accumu

lated

profits

bec

ause

it

is

probable

th

at

these

ac

cumulated

profits

will

flow

in

the

form of dividends subjec

t to tax.

On

J

anuary

1,

2018,

a

new

Income

T

ax

Law

came

i

nto

effect

in

the

United

States,

which

change

d

the

federal

flat

rat

e

to

21%.

The

tax

rate

of

t

he

St

ate

of

F

lorida

was

r

educed

from

5.5%

to

4.458%

for

f

iscal

periods

beginni

ng

as

from

January

01,

2019

until

December

3

1,

2021.

For

the

years

beginn

ing

as

fro

m

January 01, 2022, the ra

te will be 5.5%.

Therefore, for fiscal years 2

019, 2020 and 202

1 the statutory inco

me tax rate is 25

.458%.

Income Tax Inflation Adju

stment

Laws

Nos.

27,430,

27,

468

and

27,541

amended

the

Inc

ome

Tax

Law

wit

h

respect

to

the

infl

ation

adjustment

for tax purposes.

Effective as from

fiscal years

beginning on or

after January

1, 2018, the in

flation adj

ustment procedure se

t

out

in

Title

VI

of

th

e

inco

me

tax

law

sh

all

be

applicable

in

fisc

al

years

in

which

the

v

ariation

of

IPC

price

index,

accumulated

in

the

36

months

i

mmediately

pre

ceding

the

e

nd

of

the

r

elevant

f

iscal

year,

is

higher

than 100%.

In

the

first,

s

econd

and

th

ird

year

as

from

its

eff

ectiveness,

this

procedure

was

applicab

le

as

long

as

the

accumulated

variation

of

t

he

I

PC,

calculated

fro

m

t

he

beginning

t

o

t

he

end

of

each

of

those

years

was

higher than 55%, 30%

and 15%, respectively,

for the fir

st, second and third years

.

In

view

of

the

foreg

oing,

the

Company

and

its

Argentinean

subs

idiaries

applies

the

inflation

adjustment

provided for

in Title

VI of

the tax

law as

from

2019 sinc

e, as from

that ye

ar, the

percentages

of variat

ion of

IPC price index are w

ithin those established

by the la

w.

It

was

provid

ed

that

in

or

der

to

calculate

inflation

adjus

tments

correspo

nding

to

th

e

first

and

second

fiscal

year

beginning

as

fro

m

Ja

nuary

1,

2019,

o

ne

-sixth

of

the

inflation

adjustment

shall

be

computed

in

t

hat

fiscal year, and the

remaini

ng five-

si

xths shall be computed in equal parts, in the

five immediately following

fiscal

perio

ds.

The

adjustment

for

inflation

corres

ponding

to

fisc

al

years

beginning

on

or

after

J

anuary

1,

2021 is fully recognized

in this fiscal year.

Notwithstanding

the

foreg

oing,

the

law

also

established,

on

a

gen

eral

basis,

the

adjustment

for

inflation

of

the

cost

of

s

everal

as

sets

-in

case

of

tr

ansfers

-

and

the

adjustment

for

inflatio

n

of

t

he

depreciation

of

property,

plant

and

equipm

ent

and

buildin

gs,

for

all

the

acquisitions

or

invest

ments

made

in

fiscal

y

ears

beginning on or after J

anuary

1, 2018 based on the var

iation of the IPC.

Other National Taxes

Tax on assets

In

Argentina,

the

tax

on

as

sets

(

impuesto

a

la

gananc

ia

mínima

presunta

),

effec

tive

until

t

he

fiscal

year

ended

December

3

1,

2018,

was

s

upplementary

to

in

come

tax.

The

Com

pany

asses

sed

this

tax

at

the

effective rate of 1% on the tax

able assets at year

-

end. The Company

’s tax liability for each year was equal

to

the

higher

of

t

he

tax

on

as

sets

assessment

or

the

income

tax

liability

asses

sed

at

th

e

legally

effective

rate on

the

est

imated t

axable

income

for

the

year.

However,

if

the

tax

on

assets

exceeded

the

income

tax

CABLEVISIÓN HOLDING

S.A.

-

44

-

liability

in

any

given

f

iscal

y

ear,

the

excess

could

be

cr

edi

table

against

any

excess

of

income

t

ax

liability

over the tax on ass

ets in any of the followin

g ten fiscal y

ears.

In 2018, Telecom w

as subject to the Tax o

n assets an

d has recognized accou

nting profits an

d tax losses.

The

balance

of

the

tax

on

assets

ha

s

been

capitalized

in

the

cons

olidated

financial

statem

ents

for

the

amounts paid for

this tax estimated

to be recov

erable within the

statute of limitati

ons, based on the

current

business plans.

Tax on Personal As

sets, Shares and

Interests

Argentine

co

mpanies

shall

pay

the

tax

applicable

t

o

th

eir

shareholders

who

are

A

rgentine

individu

als

and

non

-resident

indivi

duals.

Said

t

ax

is

calculated

based

on

th

e

eq

uity

value

of

the

shares

acc

ording

to

the

latest

financ

ial

statem

ents

of

the

Argentine

e

ntity

pre

pared

in

accordance

with

effective

local

profes

sional

accounting standards

and with

out considering

the effec

t arising from t

he changes

in the

purchasing

power

of the currency.

In accordance with the

Law

, Argentine companies are entitled to

requ

est the

refun

d of said tax paid to their

shareholders.

Pursuant

to

Law

N

o.

27,26

0,

Argentine

companies

that

have

properly

fulfilled

th

eir

tax

obligations

duri

ng

the

two

fiscal

ye

ars

prece

ding

fiscal

year

2016

and

comply

with

o

ther

requirements,

m

ay

qualify

for

an

exemption

from

t

he

pers

onal

assets

tax

for

fiscal

years

2016,

2017

and

2018.

The

requ

est

for

this

tax

exemption

should

be

f

iled

before

Marc

h

31,

2017.

Telec

om

Argentina

and

Cable

visión

hav

e

already

filed

this request related to the payment of person

al assets tax

as substitute tax

payer (on behalf of its

shareholders). Notwithstanding the above, it cannot be assured that in

the future the companies will satisfy

such requirements an

d maintain the referre

d exemptio

n.

Pursuant to Law No.

27,541, the rate

applicable as

from fiscal y

ear 2019 for this t

ax is 0.50%.

Tax on Bank Credit

s and Debits

Law No.

25,413,

as

amended,

provided f

or the

creation

of a

tax

on d

eposits to

and wi

thdrawals

from

bank

accounts to

be levied on:

(i) debits and

c

redits in

accounts held in financial institutions located in

Argentina;

(ii)

the debits and

c

redits referred

to in

(i) in whi

ch no bank accounts

w

ith Argentine financial i

nstitutions are

used,

whatever

their

den

omination,

the

mech

anisms

used

to

c

arry

out

such

tran

sactions

(including

cas

h)

and/or legal

instrument

involved;

and (iii)

other transa

ctions or tr

ansfers

and deliv

eries of f

unds r

egardless

of the individual or ent

ity that performs them a

nd the mechanism

used.

Law

No.

27,541

provided

that

the

debits

generated

by

cash

with

draw

als

in

any

form

shall

be

deemed

taxable

transactions, except for

tho

se made

fr

om accounts

whose holders are

physical or legal

persons that qualify

as micro an

d small-

sized e

nterprises a

nd provide ev

idence

thereof under

the ter

ms of

Article 2

of Law

No.

24,

467.

Pursuant

to

Decr

ee

No.

380

/01

(as

amended),

the

following

tr

ansactions

shall

be

subject

to

Law

No.

25,413:

(i) certain

transac

tions carried out by financial i

nstitut

ions in

which open accounts are not used; and

(

ii) any

movement

or

delivery

of

funds,

even

in

cash,

that

an

y

person,

including

Arg

entine

financi

al

i

nstitutions,

makes in its own name or on beh

alf of a third party, whatever the

means used for its execution. Res

olution

No.

2,111/06

(

AFIP)

provides

that

“m

ovements

or

d

eliveries

of

fu

nds”

are

those

made

through

organ

ized

payment systems rep

lacing the use of

bank accounts.

In addition, pursua

nt to Decree No

. 311/21,

regard

ing movem

ents of funds in

payment acc

ounts, Payment

Service

Pr

oviders

or

c

ompanies

engage

d

in

electron

ic

payment

s

ervices

and/or

collections

on

b

ehalf

of

third

parties,

as

appropri

ate,

will

act

as

collect

ion

-

at

-source

and

paying

agents,

and

the

acc

ount

holder

s

shall bear the appl

icable taxes.

CABLEVISIÓN HOLDING

S.A.

-

45

-

On

May 7,

2018,

Decr

ee

No

.

409/18

was issued,

which provided

that,

for

tra

nsactions

subject

to the

general

tax

r

ate,

up

to

33%

of

the

taxes

payable

arisin

g

fro

m

both

cre

dited

a

nd

d

ebited

amounts

and

the

other

taxable events subj

ect to this tax may b

e creditable against

income tax. In the cas

e of transactions

subject

to a lower rate, on

ly 20% may be cred

itable against inc

ome tax.

Excise Taxes

Pursuant to Law

No. 27,430, the effective excise tax rate applicable

to mobil

e telephony services is 5.26%.

In addition,

pursuant to

Decree No.

979/17, as

from

November 1

5, 2017, f

or fiscal

year 2018

, the

effective

excise tax

rate on

the sale

of importe

d mobile

phones

and other

wireless

network

equipment w

as reduce

d

from

2

0.48% to

11.73%. Said

rat

e,

p

ursuant to

Law No.

27,4

30,

would decrease

gr

adually until

its complete

phase out as

from

January

1, 2024 (for

2019 t

he rate

was

9.89% an

d for 20

20 the

rate was

7.53%)

.

In th

e

case

of

goods

manuf

actured

in

t

he

pr

ovince

of

Tierra

del

Fu

eg

o,

th

e

rate

is

set

at

0%

as

from

Novem

ber

15,

2017.

Notwithstan

ding

the

foregoi

ng,

National

Budget

Law

No.

27,591

for

the

year

2021,

e

ffective

as

from

January

1,

2021,

revoked

th

e

grad

ual

decrease

of

tax

rates

established

under

L

aw

No.

27,430

and

the

prov

isions

of

Decr

ee

N

o.

9

79/17.

Law

No.

27,59

1

set

at

20.48%

the

effective

tax

r

ate

on

the

sale

of

imported

mobile

p

hones

and

other

wireless

network

e

quipment.

In

the

cas

e

of

goods

manufacture

d

in

the

province

of

Tierra

del

F

uego,

the

rate

was

set

at

7.009%

as

from

Jan

uary

1,

2021.

This

t

ax

shall

be

applicable until Decem

ber 31, 2025.

Export Duties

The

National

Budget

Law

for

fiscal

y

ear

2019

(

Law

No.

27,467),

published

in

the

Official

G

azette

on

December

4,

2018

,

granted

the

Nation

al

Executive

Branch,

until

Dece

mber

31,

2020,

the

power

to

apply

export duties on services r

endered in Argent

ina that ar

e effect

ively used or explo

ited abroad, with a ra

te of

up to 30% of the va

lue of those serv

ices.

Decree No. 1,201/18, published in the

Official Gazette on January 2, 2019,

prov

ided that such

services

are

subject

to

an

exp

ort

duty

of

12%

with

a

c

ap

of $

4

for

each

dollar

of

the

taxab

le

value

of

the

above

-mentio

ned

transaction.

Law

No.

2

7,541

amended

the

foregoing

and

granted

the

Nation

al

Executive

Branch,

until

December

31,

2021,

the

power

to

apply

export

duties

on

serv

ices

rendered

in

Argentina

that

are

e

ffectively

used

or

exploited

a

broad,

with

a

ra

te

of

up

to

5%

of

th

e

va

lue

of

those

services.

Decree

No.

99/19

published

on

December

28,

2019

established,

effective

as

fro

m

J

anuary

1,

2

020,

a

n

export

du

ty

of

5%

on

the

above

-

mentioned services.

As from

2022,

since

the ef

fectiveness o

f t

he Decree

was

not

extended, s

aid ex

port duties

are

no

longer

in

effect.

Social Security

Law No. 27,430

gradually reduces

the percentage

of employers

’ social security c

ontributions p

aid by large

companies from 21% to

19.5% by

2022. In

addition, the law establishes an incremental amount of

the non

-

taxable

base

that

shall

be

restated

for

inflation

annu

ally

in

acc

ordance

w

ith

the

consu

mer

price

index.

However,

La

w

No.

27,541

set

the

percentage

of

em

ployers’

social

security

c

ontr

ibutions

paid

by

large

companies at 20.4%

and the non

-taxable base a

t $ 7,003.68.

The Nationa

l Budge

t Law

for

the y

ear 20

19 (Law

No.

27,467)

provides

that

entities

that pr

ovide bro

adcast

television

or

physical

link

and/or

radio

electric

link

subsc

ription

television

services,

a

udio

broadcasting,

cable

television

signals,

newspa

per,

magazine

or

periodical

pub

lishing

companies

o

r

companies

engaged

in

digital

journalism,

a

nd

the

distributors

of

those

p

ublishing

compan

ies,

may

all

a

llocate

employer’s

contributions on

the p

ayroll for

the pers

onnel engaged

in s

aid activities

as a tax

credit

against VAT.

These

contributions m

ust have

been acc

rued i

n the f

iscal peri

od and

effectively

paid at

the

moment of

submitt

ing

the

V

AT

return.

As provided

above, when

the salar

ies

that

give

rise

to the

employer

’s contribu

tions that

may

CABLEVISIÓN HOLDING

S.A.

-

46

-

be allocated as

a tax credit against

VAT are also related to

other activities outside the scope of thi

s benefit,

they will be subject to t

he apportion

ment procedure.

VAT and Excise Taxe

s - Injun

ction

On

June

10,

2020,

Telec

om

brought

a

c

laim

befor

e

the

National

Co

urt

of

First

Instance

on

Fe

deral

Administrative Matters

No.

11 of the C

ity of Bu

enos Air

es to request

an injunction

ordering

the suspensio

n

of the

payment

of

VAT

and

Excise

Taxes

o

n

all thos

e

services

billed

to th

e users

that

fall

within

the

scope

of Decr

ee

No.

311/202

0,

and

lations,

until

those

bills

have

be

en

effectively

settled

in

who

le

or

in

part by

the customers,

provided

those

amounts have

not been

effective

ly

paid

by Telecom

to the

Nation

al

Tax

Authority

in

ord

er

to

avoid

any

distortin

g

consequences

gen

erated

by

said

Decree

arising

from

th

e

intrinsic

complexit

ies

of

the

payment

of

taxes.

On

J

uly

15,

2020,

the

Nationa

l

Court

of

First

Instance

on

Federal

Administrative

Mat

ters

No.

11

of

the

City

of

Buenos

Aires

denied

the

injunctio

n

r

equested

by

Telecom,

which

filed

an

appeal

before

Chamber

I

of

the

Court of

Appeals

on

Federa

l

Administrative

Matters.

On

Dece

mber

23,

2020,

s

aid

Court of

Appeals

r

evoked the

decision rendered

by

the

Court of

First

Instance,

and

granted

the

injunction

requested

by

Telecom

for

a

term

of

6

months

or

un

til

the

except

ional

legal

grounds that gave r

ise to the request for

injunction hav

e ceased, whichever oc

curs first.

Since this

injunction

was

granted

on Dece

mber 23,

2020

and the

provisio

ns of D

ecree

No. 311/20

were

in

effect until December 31,

2020, Telecom d

id not apply

the provisions of such re

gulation.

Provincial Taxes

Turnover Tax

This

tax

is

lev

ied

on

companies

based

in

Argentina

f

or

the

activities

carried

out

in

each

province

of

t

he

country. Rates

differ depen

ding on the j

urisdiction whe

re business

is carried out

and on th

e nature o

f such

business (for example,

sale of services or e

quipment).

Regarding

this

tax

,

on

Janu

ary

2,

20

18,

Law

No.

2

7,429

-

“Tax

Consens

us”

was

published

in

the

Officia

l

Gazette.

Said

Law

approve

s

the

Tax

Consensus

sign

ed

between

the

Nationa

l

Executive

Branch

and

the

representatives

of

t

he

Provi

nces

and

the

Autonomous

City

of

Buenos

Aires,

whic

h

pr

ovides

that

t

he

rates

shall

not

exceed

c

ertain

limits,

am

ong

other

issues.

For

the

communications

sector,

the

maximum

rate

effective

for

2

019

is

4%

and

6.5%

for

mobi

le

telephony.

Ca

ble

television

activities

are

exempt

in

som

e

jurisdictions.

How

ever,

on

Decemb

er

17,

201

9,

a

new

fiscal

conse

nsus,

approv

ed

under

Law

No.

27,542,

published

in

the

Offic

ial

Ga

zette

on

February

12,

20

20,

was

signed

whereby

th

e

gradual

reductio

n

of

the

rates

provided

under

Law

No.

27,429

was

suspen

ded

until Dece

mber

31,

2020.

In

add

ition,

on

December

4,

20

20,

a

new fi

sca

l

c

onsensus was

signed whereby

the gradual

red

uction

of the

rates provided

under

Law

No. 27,429 was once a

gain suspended u

ntil December

31, 2021.

In

this sense,

on December 28,

2

021, the

National Government signed

t

he 2022

Fiscal Consensus with

the

representatives of all

the provinces, except for the Autonomous City

of Buenos Aires. This new

Consensus

provides

f

or

th

e

release

of

the

oblig

ations

assumed

on

provinc

ial

tax

matters

that

had

been

imposed

under

prior

fiscal

c

onsensuses,

and

for

the

e

nforceability

of

on

ly

those

obligat

ions

that

had

b

een

fulfilled as of the date th

e 2022 consensus was

signed.

Other Taxes and Ch

arges

Since

the

begin

ning

of

2001,

teleco

mmunication

service

companies

have

been

requir

e

d

to

make

a

SU

contribution

to

fund

SU

requirements

.

For

more

information,

see

Note

2.d).

General

Rules

on

Universal

Service.

CABLEVISIÓN HOLDING

S.A.

-

47

-

Audiovisual

Communication

Services

Law

No.

26,522

established

a

tax

on

a

udiovisual

c

ommun

ication

services.

Acc

ording

to

the

law,

the

holders

of

those

ser

vices

must

pay

a

tax

proportional

t

o

the

amount

of

gross

revenues

from

the

sale

o

f

trad

itional

and

non

-t

raditional

a

dvertising,

programs

,

signals,

contents,

subscriptions

and

a

ny

othe

r

item

that

ar

ises

from

the

exploitatio

n.

In

the

c

ase

of

cable

operators,

t

he

tax

rate

varies

between

2%

and

5%

based

on

the

number

of

in

habitants

in

the

a

rea

where

the

serv

ice

is

rendered.

In

the

case

of

licensees

,

permit

holders,

aut

horized

entities

and

ow

ners

of t

he

registered

title

o

f

signals

who

are

reg

istered

VAT

payers

and

are

also

subject

to

the

tax

estab

lished

by

Law

No.

26,52

2,

100%

of the amounts effect

ively paid unde

r the tax est

ablished by the ne

w law may be cr

editable against

VAT.

In

ad

dition,

Telecom

p

ays

for

copyrights

to

seve

ral

institutions

suc

h

as

AADI

-CAPIF,

SAD

AIC,

ARGENTORES. Those rights are calculated on similar bases as those indicated in the previous

paragraph

and the rates range b

etween 0.1% an

d 1%.

p)

Provisions

The

Group

records

provisions

when

it

has

a

pres

ent,

legal

or

c

onstructive

obligation,

to

a

third

party,

as

a

result

of

a

past

event,

when

it

is

probable

that

an

o

utflow

of

resourc

es

will

be

required

to

satisfy

the

obligation

and when the amoun

t of the obligation ca

n be estimated relia

bly.

If

the

effec

t

of

the

time

value

of

money

is

material,

and

the

payment

date

of

the

obligations

can

be

reasonably

esti

mated,

pr

ovisions

t

o

be

accrued

are

th

e

pres

ent

va

lue

of

the

exp

ected

cas

h

flows,

taking

into

acc

ount

the

risk

s

associated

with

the

obligat

ion.

The

increase

in

th

e

provision

due

to

the

p

assage

of

time is recognized as f

inance expenses. For

more info

rmation, see Note 2

0.

Provisions

also

include

the

ex

pected cos

ts

of d

ismantling

the

asset

and

restoring

the

corr

esponding

site

if

a legal or constructive obligation exists. The acc

ounting estimates for dism

antling costs

, including discount

rates, and the dates on which such costs are to

be incurred a

re reviewed annually, at each fiscal year

-

end.

q)

Dividends

payable

are

rep

orted

as

a

change

in

equity

in

th

e

year

in

which

they

are

ap

proved

by

the

shareholders at a Shar

eholders’ Meet

ing.

In the case

of dividen

ds in

kind, the l

iabilities recog

nized for th

e distribut

ion of d

ividends shall

be valued

at

the fair value of the assets

to be distributed.

r)

Financial Exp

enses on Debt

s and Other Financial

Results, n

et

Financial

expenses

on

d

ebt

and

ot

her

financial

res

ults,

net,

are

record

ed

as

incurred

a

nd

may

include,

among others:

o

interest

accrued

on

the

nancial

ass

ets

and

liabilities

using

the

effecti

ve

interest

rat

e

method;

o

Financial Discounts on

Assets and Li

abilities;

o

changes in

fair v

alue of

deriv

atives and

other

financial

inst

ruments

measured

at f

air v

alue throu

gh

profit or loss;

o

Income from Notes

and Bonds

o

Results from Credit

Losses Risk;

o

Income from Renegot

iation of Financi

al Debt;

o

gains and losses on fore

ign exchang

e and financial instr

uments;

o

Interest on Provisio

ns;

o

Interest on Pension

Benefits;

o

Taxes and Bank Expe

nses; and

o

Gain (Loss) on Net Mo

netary

Position

CABLEVISIÓN HOLDING

S.A.

-

48

-

s)

Acquisition of Treasury S

hares

The

T

reasury Shares

Acq

uisition Process

s

hall

follow the

gui

delines

of IAS

32, which

provides, consistently

with

the

CNV

Regu

lations,

that

any

instruments

of

its

own

equity

acquired

by

the

Company

must

be

recorded

at

the

acqu

isition

cost

and

must

be

deduct

ed

from

E

quity

under

the

caption

“Treasury

shares

acquisition

cost”. No

prof

it

or l

oss resulting

from

holding such

instrumen

ts

of own

equity shall

be recognized

in the income stateme

nt.

t)

Net Earnings pe

r Share

Basic

earnings

per

s

hare

are

calculated

by

div

iding

t

he

net

income

or

loss

at

tributable

to

owners

of

t

he

Parent

by

the

average

of

ordinary

shares

outstandin

g

during

the

year.

Diluted

earnings

per

share

is

computed

by

dividing

t

he

net

income

for

the

year

by

the

weighted

av

erage

nu

mber

of

co

mmon

shares

issued and di

lutive potentia

l common sh

ares at the

closing of th

e year.

Since the

Company has

no dilutive

potential common stock

outstanding, there are n

o dilutive earnings

per share amo

unts.

u)

Use of Estimates

The

preparation

of

consoli

dated

financia

l

statements

and

osures

in

conformity

with

IFRS

requires

the

C

ompany's Ma

nage

ment

t

o

make

estimates

and

assumptions

based

also

o

n

s

ubjective

judgments,

p

ast

experie

nce

an

d

hypoth

eses

consi

dered

reason

a

ble

and

re

alistic

in

relation

to

the

information known at t

he time of the esti

mate.

Such estimates have an effect on

the reported amount of assets and liabilities and disclosure of contingent

assets

and

liabilities

at

the

da

te

of

these

consolidated

financ

ia

l

statem

ents

as

wel

l

as

the

amount

of

revenues

and

costs

during

the

year.

Actua

l

resu

lts

c

ould

differ,

even

signif

icantly,

fr

om

those

estimates

owing to

possible

changes

in the

factors

considered

in

the determi

nation of

such

estimates.

Estimates

are

reviewed periodical

ly.

The most

important accounting estimates which require a sign

ificant degree of subjective assumptions that

may affect the amoun

t of assets

and liabilities are add

ressed below:

u.1) Recoverability of G

oodwill

As indicate

d in

paragra

ph I

)

of this

note,

the

Group

monitors

the

goodw

ill alloca

ted

to th

e

cash

-generat

ing

unit (

CGU)

of

Argentina

a

nd,

in

order

to

deter

mine

its

recov

erable v

alue,

it

consid

ers

the

higher

of

the

fa

ir

value (less costs of d

isposal) or its v

alue in use.

Detailed below are

the carrying amo

unts of the

CGU of Argentina su

bject to the re

coverability test:

CGU of Argentina

Goodwill

PP&E

Intangible Assets

Right-

of

-Use Asse

ts

Total

Balances as of Decemb

er 31, 2021

358,245

430,296

134,644

31,277

954,462

Balances as of Decemb

er 31, 2020

358,223

458,536

146,889

24,893

988,541

As

of

Dec

ember

31,

2021,

the

recoverab

le

value

of

the

CGU

of

Argent

ina,

which

includes

goodwi

ll,

amounted to $ 995,

945 and was determi

ned using the fair val

ue

less the costs

of disposal.

In

order to

determ

ine

suc

h

v

alue, Telecom's

Manage

ment

considered

the market capitalization

v

alue

based

on an

average

market

price

of the

share,

which

amoun

ted to

$ 2

14.52 (c

alculated

based

on

market

prices

at

BYMA weighted by

the volume

o

f transactions

corre

sponding to

t

he

three

-

month period be

fore year-en

d,

which is classified as

level 2 of fair va

lue hierarchy in acc

ordance with IFRS 13).

In

ord

er

to

determ

ine

the

fair

va

lue

of

the

CGU

of

Argentina,

the

ab

ove

-

mentioned

market

capitalization

value w

as

adjusted

by

(i) th

e es

timated f

air v

alue of

other

CGUs

, (ii)

the

effect

of

the

net

liabiliti

es

that are

not subject to this recoverability test at i

ts estimate

d fair value, (iii) the

effect of a control premium of 28.6%

(determined by

the Co

mpany, with

the

advice

of

independent

advisors,

based on

the o

bservable v

alues of

market

transact

ions

corres

ponding

to

t

he

period

May

2015

-

June

2

021

for

the

ICT

services

industry;

and

(iv)

the

estimated

costs

of

d

isposal

for

an

orderly

transa

ction,

which

i

nclude

costs

suc

h

as

legal

and

advisory

CABLEVISIÓN HOLDING

S.A.

-

49

-

fees

that

c

ould

be

d

irectly

ass

ociated

with

th

e

dis

pos

al

of

the

CGU.

Therefore,

the

fair

value

qua

lifies

as

level 2 of fair value hierarc

hy in accordanc

e with IFRS 13.

Telecom

us

ed

this

valuation

method

since

the

market

price

of

the

share

is

v

olatile

and

is

su

bject

to

large

fluctuations,

mai

nly

due

to

the

difficu

lt

g

eneral

macr

oeconom

ic

situation,

wh

ich

started

to

slightly

recover

but

not

enough

to

reac

h

pre

-pandemic

levels,

and

to

t

he

political

conditions

prevailing

in Arg

entina,

which

worsened

in

202

1

with

high

inf

lation

rates

and

f

luctuations

of

the

for

eign

exc

hange

rates.

In

ad

dition,

the

Argentine

s

tock

market

is

limited,

highly

concentrated

and

with

l

ow

l

iquidity,

wh

ich

c

ontributes

to

the

high

volatility

of the

above

-mentioned

market

price

of

the

share.

As

of

Dece

mber

31,

202

1,

t

he

Nati

onal

Government

w

as

engaged

in

negotiatio

ns

with

the

International

Monetary

Fu

nd

to

renegoti

ate

the

m

aturities

on

its

s

overeign

debt

and,

b

y

the

end

of

January 20

22,

the

part

ies

reach

ed

an

under

standing

on

key

policies

as

part

of

the

ir

ongoing

dis

cussions

on

a

new

progra

m.

This

uncert

ain

scenario

had

a

nega

tive

impact

on

the

Argentine eco

nomy in genera

l and on the stock ma

rket in particular as

of that date.

As

a

result

of the

calcu

lation

mentioned

above, the

fair value

less

the costs

of

disposal exceeds

the carrying

amo

unt of the CGU o

f Argentina by a

pproximately 4.3

%.

Telecom h

as cons

idered t

he foll

owing s

ensitivity an

alysis

of the

recoverab

ility tes

t, ass

essing th

e poss

ible

reasonable changes i

n key assumptions:

a)

A

6.9%

decline

in

the

aver

age

market

price

of

the

share,

wit

h

the

rest

o

f

the

as

sumptions

rem

aining

stable,

wo

uld

e

quate

the

fair

value

less

the

c

osts

o

f

d

isposal

w

ith

th

e

carr

ying

a

mount

o

f

th

e

CGU

of

Argentina.

b)

Any change in interest rates or in the market va

luation of our loans t

hat could decrease the fair value of

net

liabilities

by

10.3%,

with

the

rest

of

the

ass

umptions

remaining

stabl

e,

w

ould

equate

the

fair

valu

e

less the costs of disposal

with the carryin

g a

mount of the CG

U of Argent

ina.

c)

A

decl

ine

of

8.9

percen

tage

points

in

the

contr

ol

premium,

with

th

e

rest

of

the

as

sumptions

remainin

g

stable,

wo

uld

e

quate

the

fa

ir

value

less

the

c

osts

o

f

d

isposal

w

ith

th

e

carr

ying

a

mount

o

f

th

e

CGU

of

Argentina.

As

of

December

31,

2020

,

the

recover

able

va

lue

of

th

e

CGU

of

Argentina,

which

includes

goodw

ill,

was

determined using the fair

value less the costs

of disposal. As

of that date, the market capitalization value of

Telecom

w

as

d

etermined based

on

the

market price

of

the

sh

are

of

$

196.65

(source:

BYMA 12/30/20,

level

1 of fair value hierarc

hy in accordance with

IFRS 13).

In

ord

er

to

determ

ine

the

fair

va

lue

of

the

CGU

of

Argentina,

t

he

above-

mentioned

market

cap

italization

value w

as

adjusted by

(i)

the

estimated f

air

value

of

other

CGUs,

(ii)

the ef

fect of

the net

liabiliti

es that

are

not su

bject

to

this

recovera

bility t

est

at

its

estimat

ed

fair

value,

and

(iii)

the

es

timated

costs

of

disposal

for

an

order

ly

transaction, which

incl

ude

c

osts

such as

legal

and ad

v

isory

fee

s that

could

be directly

associated

with

t

he

disposal

of

the

CGU.

Therefor

e,

the

fair

value

qualified

as

level

2

of

fair

value

hierarchy

in

accordance with IFRS

13.

As a

result

of the

initial calc

ulation

mentioned

above,

the

fair val

ue les

s the

costs

of

disposal

calculated

at

the

time

of

issuing

th

e

con

solidated

financial

s

tatements

as

of

Decem

ber

31,

2

020

excee

ded

the

carrying

amount

of

the

CGU

of

Argentina

by

approxim

ately

4%.

Cons

equently,

Teleco

m's

Manag

ement

did

n

ot

make

adjustments for that

year c

orresponding to

the recognition of

the effect of a

control premium

on the mark

et

price of

the

share, wh

ich

would h

ave

increased

even

more

the m

argin betwe

en t

he recovera

ble va

lue and

the carrying amount of

the CG

U of Argentina.

Telecom

considered

the

followi

ng

sensitivity

analysi

s

of

the

recoverabi

lity

test,

assess

ing

the

possible

reasonable

cha

nges

in

key

ass

umptions:

A

6.3%

decline

in

the

market

price

of

the

s

hare,

with

the

rest

of

the

assumptions

remaining

stable,

wou

ld

equate

t

he

fair

val

ue

less

the

c

osts

of

disposal

with

the

c

arrying

amount of the CGU o

f Argentina.

CABLEVISIÓN HOLDING

S.A.

-

50

-

For

the

years

presente

d

in

th

ese

consol

idated

financ

ial

statements,

the

test

results

were

sat

isfactory.

Therefore,

no

recoverability

problems

w

ere

o

bserved

and,

ac

cordingly,

n

o

impair

ment

has

b

een

recorde

d

for the assets detai

led above, except for th

ose specifically

identified in point I) of

this note.

u.2) Useful lives and r

esidual value (non

-amo

rtizable) of PP&E

and Intangib

le assets

PP&E and

intangible

assets

with definite us

eful lives,

are

depreciated or

amort

ized on a

straight

-l

ine basis

over

their

estimated useful

lives

.

T

he

de

termination of

the

depreciabl

e

amount of

the

assets an

d

their useful

lives

involves

significant

judgment.

The

Gro

up

periodically

reviews,

at

le

ast

at

e

ach

fiscal

year

-end,

th

e

estimated useful

lives and the residual value

of PP&E and amort

izable intangible

assets.

u.3) Income Tax reco

verability assessm

ent of deferred t

ax assets and othe

r tax receivables

Inc

ome

taxes

(current

an

d

deferr

ed)

are

c

alculated

i

n

the

Co

mpany

and

its

su

bsidiaries

acc

ording

to

a

reasonable

interpretation

of

the

t

ax

l

aws

in

effec

t

in

each

jurisdictio

n

w

here

th

e

companies

operate.

The

recoverability

as

sessment

of

def

erred

t

ax

as

sets

s

o

metimes

involves

co

mplex

estimates

to

det

ermine

taxable

income

and

de

ductible

and

taxab

le

temporary

differences

between

the

carr

ying

amounts

and

the

taxable amo

unts. In

particu

lar,

deferred

tax as

sets are

r

ecognized

to the

extent

that

future

taxable

income

will b

e ava

ilable

against

which

they

can

be

utilized.

T

he

measurement

of

the

reco

verability

of

deferred

tax

assets

considers

the

esti

mate

of

fut

ure

taxable

income

base

d

on

the

Group

’s

proj

ections

an

d

on

conservative tax plann

ing.

The

recoverab

ility

assessm

ent

of

the

tax

receiva

ble

o

tax

re

imbursement

claims

filed

by

Telecom

in

c

onnection

wit

h

income

t

ax

inflation

a

djustment

(No

te

16)

is

b

ased

on

the

existing

legal

arguments

o

n

this

m

atter

and

the

behavior

of

the

courts

a

nd

the

National

Tax

Authority

in

r

evising

the

claims

filed

by

Telecom.

For

the

measureme

nt

of

deferred

tax,

the

fisc

al

year

of

future

r

eversals

of

temporary

differences

that

originate

de

ferred

income

tax

ass

et

/

liability

has

been

estimated

applyin

g

the

incom

e

tax

rate

of

each

reversal

period.

T

he

actual

moment

of

the

future

tax

able

revenues

and

ded

uctions

may

differ

from

th

ose

estimated, and may

produce an impact o

n future income.

u.4) Provisions

o

Provisions for Lawsuits and Other

Contingenci

es:

The Group is subject to proceedings,

lawsuits

and

other

claims

labor,

civil,

tax,

regulatory

and

other

matters.

In

order

t

o

determine

the

proper

level

of

provisions,

Manageme

nt

assesses

the

likelihood

of

any

a

dverse

judgments

or

outcomes

r

elated

to

these

m

atters

as

well

as

the

r

ange

of

prob

able

losses

that

may

result

from

th

e

potential

o

utcomes.

Intern

al

and

exte

rnal

legal

co

unsels

are

co

nsulted

on

th

ese

matters. A

determination

of the

amo

unt

of provisions

re

quired, if

any,

is made

a

fter

analysis of

each

individual issue. The determin

ation of the required prov

isions may chan

ge in the f

uture due to new

developments

in

each

matter,

changes

in

case

law

and

court

decisions

or

changes

in

the

Group's

method of resolving suc

h matters, such as

changes in s

ettlement strategy.

o

Allowance for Bad Debts:

The recoverability of trade recei

vables is measured by considering the

aging

of the

accounts receivable

b

alances, unsubscription

of customers,

historical write

-offs, public

sector

and

c

orporate

custo

mer

cr

editworthiness

and

c

hanges

in

t

he

c

ustomer

pay

ment

terms

,

as

well

as

the

estimates

r

e

garding

fut

ure

perform

ance,

assessing

the

ex

pected

credit

loss

in

accordance

w

ith

IFRS

9.

I

f

the

fi

nancial

cond

ition

of

th

e

customers

wer

e

to

deteri

orate,

the

actu

al

write-offs could be dif

ferent from exp

ected.

In th

e a

bsence

of a

n ac

counting

Standard

or

I

nterpretation

that

specifically

applies

to a

particular

transaction, the Comp

any’s Managemen

t considers the IFRS

general framework

and valuation tech

niques

generally

applied

in

th

e

telecommunicat

ion

industry

and

us

es

its

judgment

t

o

evaluate

the

acc

ounti

ng

methods

to ad

opt with

a

vie

w

to

providing financial

stat

ements

that

faithfully represent

th

e

financial position,

the

results

of

operations

and

the

cas

h

flows

of

t

he

C

ompany

and

its

s

ubsidiaries,

reflect

the

econo

mic

CABLEVISIÓN HOLDING

S.A.

-

51

-

substance of

the transactions, are

n

eutra

l, are

pre

pared on

a prudent

basis and

ar

e

complete in

all material

respects.

v) New Standards and

Interpret

ations issued by th

e IASB

v.1) New Accounting Stan

dards, Amendments

and Interpretation

s Issued by t

he IASB,

Which Have Been Ad

opted by the

Group

The Group has app

lied the following st

andards and/or

amendments for the f

irst time as from January

1,

2021:

Standards and A

mendments

Description

Mandatory

applicat

ion

date:

years

beginning on or

after

Amendments to

IFRS 9, IAS 39, IFR

S 7, IFRS

4, and IFRS 16.

Interest Rate Ben

chmark Reform

(Phase 2)

January 1, 2021

The application of the a

mendments deta

iled above did not

generate any impact

on the results of th

e

operations or the financ

ial position of t

he Grou

p.

v.2) New Standards, Am

endments and Int

erpretat

ion

s Issued by the IASB

Not Yet Effective

and Not Early Adopt

ed by the

Group

As of the date of these con

solidated financ

ial statements, the

Gro

up has not a

pplied the following n

ew

standards and/or am

endments to existin

g standards that are of m

andatory applica

tion for periods

beginning after Dece

mber 31, 2021:

Standards and A

mendments

Description

Mandatory

applicat

ion

date:

years

beginning on or

af

ter

Amendments to

IAS 37

Onerous Contrac

ts - Cost of Fulfillin

g

a Contract

January 1, 2022

Amendments to

IFRS 3

Reference to the

Conceptual

Framework

January 1, 2022

Amendments to

IAS 16

Property, Plant and

Equipment -

Proceeds before

Intended Use

January 1, 2022

Amendments to

IFRS 9 and IFRS 1

6.

Annual Improvemen

ts -

2018

-

2020

Cycle

January 1, 2022

Amendments to

IAS 1

Classification of

Liabilities as Curr

ent

or Non-curre

nt

January 1, 2023

Amendments to

IAS 1

Information on mater

ial or significa

n

t

accounting poli

cies

January 1, 2023

Amendments to

IAS 8

Definition of ac

counting estimate

January 1, 2023

Amendments to

IAS 12

Deferred tax

–

recogn

ition of asset

s

and liabilities arising

from a single

transaction

January 1, 2023

Even though Manage

ment is analyzing t

he potential impacts of t

hose standards, a

ccording to the

preliminary analysis of

said standards, they w

ould not have a s

ignificant impact o

n the

Group

’s

consolidated financial stat

ements.

NOTE 4 - TELECOM

ARGENTINA

SHAREHOLD

ERS’ AGREEMENT

AND VO

TING TRUST

On

J

uly

7,

2017,

the

Comp

any,

togeth

er

with

V

LG

Arg

entina

LLC,

curr

ently,

after

its

nationalization,

VLG

S.A.U., Fintech

Media

LLC, Fintech

Advisory

Inc., G

C Domi

nio S.A.

and F

intech T

elecom LLC

executed

a

shareholders’

agreement

that gov

erns

their r

elationship

as share

holders

of T

elecom Arg

entina (

the

“Agreement”).

All

th

e

provisions

of

s

aid

Agreeme

nt

became

effective

on

the

Effective

Date

of

the

Merger

between

Telecom Argentina

and Cablevisión

(

January 1,

2018). Under

such Agreement,

t

he

parties agreed

on:

CABLEVISIÓN HOLDING

S.A.

-

52

-

•

representation

in

corporat

e

bodies,

establ

ishing t

hat,

subject

to

the

fulf

illment

of

certain

con

ditions

set

therein and

provided

Cablev

isión Holding

complies w

ith c

ertain min

imum partici

pation requ

ire

m

ents

in

the

Merged

Company,

it

may

appoint

t

he

major

ity

of

t

he

memb

ers

of

the

Board

o

f

Directors

,

the

Executive Committee

, the Audit Comm

ittee and the S

upervisory Committee

;

•

a

s

cheme

of

special

majority

requireme

nts

for

th

e

approval

by

the

Board

of

Dire

ctors

and/or

the

Shareholders, as app

licable, of certain issu

es, such as

: i) the Business Plan

and the Annua

l Budget of

the

Merged

C

ompany,

ii)

the

a

mendment

of

the

bylaws,

iii)

the

ch

ange

of

external

au

ditors,

iv)

t

he

creation

of co

mmittees

of

the

Board

o

f

Directors

, v)

th

e hir

ing

of

Key

Employees

as

defined

under

the

Agreement, vi)

the merger

or cons

olidation of Teleco

m or

any Controlled C

ompany,

vii) acquisitions of

certain

assets,

viii)

sales

of

certain

ass

ets,

ix)

incr

eases

of

capital

stock

,

x)

incurri

ng

indebtedness

above certain l

imits, xi)

capital

investments

in

infrastructure, plant and

equipment

above certain

amounts,

x

ii)

transactions

,

xiii)

contract

s

that

impose

restrictions

on

the

distribution

of

dividends,

xiv) new

lines of

busine

ss or

the

discontinuation of

ex

isting

ones,

and

xv) actions

to

b

e

take

n

in insolvency situations

, among others; and

•

The

appo

intment

of

man

agement,

establishing

that,

subject

to

the

fulfillment

by

the

Company

an

d

Fintech T

elecom

LLC

of

cer

tain owners

hip t

hresholds

r

egarding t

he sh

ares

of

Telecom

Argent

ina, th

e

Company

will be

ent

itled to

appoint the

general

manager and

other

key

employees

of

Telecom

Argentina and

Fintech

Telecom

LLC will be

entitled to appoint

the chief financial officer

and the internal

auditor, respectively.

Pursuant to the Agreement, Fintech Telecom LLC and the Company prov

ided for the execution of a Voting

Trust

(

the

“Voting

Trust”)

undertaking

to

(i)

each

contribut

e

to

the

trust

certa

in

shares

of

Telecom

which,

upon

incorporatin

g

the

shar

es

held

by

the

Comp

any

in

Telecom

Arg

entina,

exce

ed

fifty

perc

ent

(50%)

o

f

the outstanding shares after

the Merger becomes effec

tive, and (ii) each appoint a co

-trustee who will vote

the

shares

under

the terms of

the Voting Trust.

The shares under

the Voting Trust

s

hall be

v

oted as per

t

he

instructions

o

f

t

he

c

o-truste

e

appoint

ed

by the

Compan

y,

exc

ept

in

the

case

of

cert

ain

issues

s

ubject

t

o

veto

under

the

agreem

ent,

in

w

hich

case

the

co

-trustee

o

f

Fintech

Telecom

LL

C

will

determine

the

v

ote

with

respect to the shares

under

the Voting Trust.

On

April

1

5,

2019,

the

Voti

ng

Trust

was

formalized.

Pursuant

to

said

Voting

Trus

t,

Fintech

Te

lecom

LLC

and VLG S.A.U. (i) each c

ontributed 235,17

7,350 shares of Tel

ecom which, upon

incorporating the shares

in Te

lecom

held by

Cablevisión

Hol

ding (d

irectly

and ind

irectly),

exceed fift

y

percent (50%)

of t

he

outstanding

s

hares

of

Telec

om,

and

(ii)

the

Comp

any

and

Fintech

Telecom

L

LC

each

appointed

a

co

-

trustee.

The

shares

c

ontributed

to

the

Voti

ng

Trust

shall

be

v

oted

by

the

co

-truste

e

appointe

d

by

Cablevis

ión

Holding

as

v

oted

by

Ca

blevisión

Holding

or

as

instruc

ted

by

Cablev

isión

Holding,

except

in

the

case

of

certain

matters

subject

to

v

eto

under

the

Shareholders

'

Agreement,

i

n

which

cas

e

they

shal

l

be

voted

by

the

c

o-trustee

app

ointed

by

F

intech

Telecom

LLC

as

voted

by

Fintech

Telecom

LLC

or

as

instruc

ted

by

Fintech Telecom LLC.

CABLEVISIÓN HOLDING

S.A.

-

53

-

NOTE

5

–

CAS

H

AND

CASH

EQUIVALENTS

AND

INVE

STMENTS.

ADDITIONAL

INFORMATION

ON

THE CONSOLIDATE

D STATEMENTS O

F CASH FL

OWS

a)

Cash and Cash Equivalen

ts and Inve

stments

Decembe

r 31,

2021

Decembe

r 31,

2020

Cash an

d Cash Equiva

lents

Cash

and Banks

13,992

7,531

Short-

Term Invest

ments

3,778

6,250

Mutu

al Funds

3,129

13,281

Note

s and Bonds at

Fair Value

-

2,323

Total Cash

and Cash E

quivalents

20,899

29,385

Investme

nts

Current

Note

s and Bonds at

Fair Value

11,624

21,653

Note

s and Bonds at

Amortized

Cost

-

190

Mutu

al Funds

84

106

Allowan

ce for Credi

t Losses (a)

-

(120)

Total Cu

rrent Investments

11,708

21,829

Non

-Current

Note

s and Bonds at

Amortized

Cost

-

516

Inve

stments in As

sociates (b)

3,225

3,058

Trust

“Complejo indu

strial de Tele

comunicacione

s 2003”

1

2

Allowan

ce for Credi

t Losses (a)

-

(328)

Total No

n-Current Invest

ments

3,226

3,248

Total Inves

tments

14,934

25,077

(a)

Set up in accor

dance with the pa

rameters set f

or expected cr

edit losses under

IFRS 9 as a conse

quence of the sig

nificant

increa

se in the credit

risk of these financi

al instruments.

(b)

The information

on investme

nts in associates is d

etailed below:

Equity Information

Companies

Main business act

ivity

Country

Equity

participation

in Capital and

Votes

Valuation as

of

12.31.2021

Valuation as

of

12.31.2020

Ver TV

(1)

Cable Television

Station

Argentina

49.00

2,010

1,840

TSMA

(1) (2) (3)

Cable Television

Station

Argentina

50.10

684

685

La Capital Cable

(1)

(2)

Closed-Circuit Tele

vision

Argentina

50.00

531

525

Other minor inve

stments valued u

nder the

equity method

-

8

Total

3,225

3,058

(1)

The data about the iss

uer arise fr

om non-acco

unting information.

(2)

Direct and Indirect Int

erest.

(3)

Even though Telec

om has an inte

rest of more th

an 50%, it does no

t exercise control

or significant powe

r in accorda

nce with the req

uirements of IF

RS

.

Information on Income

December 31,

2021

December 31,

2020

Ver TV

312

562

TSMA

77

166

La Capital Cable

6

21

Total

395

749

The evolution of the al

lowance for credit loss

es is as follows:

December 31,

2021

2020

Balances at the

beginning of th

e year

(120)

(131)

Increases - Ex

change Differences

(12)

(75)

Increases - Resul

ts from Transacti

ons with Notes and Bonds

-

(24)

Reclassifications

(75)

(759)

Allocations (in

cluding Gain (Loss)

on Net Monetary Po

sition)

207

869

Balances at year-

end

-

(120)

CABLEVISIÓN HOLDING

S.A.

-

54

-

The evolution of the al

lowance for non

-current cred

it losses is as fol

lows:

December 31,

2021

2020

Balances at the

beginning of th

e year

(328)

(2,012)

Increases - Ex

change Differences

(25)

(332)

Increases - Resul

ts from Transacti

ons with Notes and Bonds

-

(63)

Reclassifications

75

759

Allocations (in

cluding Gain (Loss)

on Net Monetary Po

sition)

278

1,320

Balances at year-

end

-

(328)

b)

Additional Information on

the Consolidated

Statement

s of Cash Flows.

The

Company

applies

the

indirect

method

t

o

reconc

ile

the

net

income

for

th

e

year

with

t

he

c

ash

flows

generated by its operat

ions.

In the preparation of

the consolidated statem

ents of cash flows,

cash and cash equivalents comprise cash,

bank

c

urrent accounts

and highly

liquid i

nvestmen

ts

(with

ori

ginally

agree

d

-upon maturities of

three

months

or

less).

B

ank

overdra

fts

are

disclosed

in

the

stat

ement

of

financial

pos

ition

as

financial

d

ebts

and

t

heir

cash flows

in the

consolidated statement of

cash flows as

borrowing and repayment

of loans, because

they

are part of the ongoin

g short

-term financing structure

of the Group.

The breakdown of ch

anges in assets and liab

ilities is detailed be

low:

December 31, 202

1

December 31, 202

0

(Increase) Dec

rease in Assets

Trade Recei

vables

(12,854

)

(11,038)

Other Receivable

s

(5,214

)

(843)

Inventories

(391)

(297)

(18,459

)

(12,178)

Net Increase (De

crease) of Liabilities

Accounts Payable

6,656

(10,623)

Salaries and So

cial Security Paya

bles

10,011

723

Taxes Payable

(2,656

)

1,713

Other Liabilities an

d Provisions

(4,577

)

(8,651)

9,434

(16,838)

Main Financing Activ

ities Component

s

The following table pr

esents the financing

activities components:

December 31,

2021

2020

Bank Overdraf

t

10,156

-

Notes

41,524

42,377

Banks and other

Financial Instituti

ons

11,060

37,478

For Acquisition

of Equipment

1,476

4,715

Proceeds from

Financial Debt

64,216

84,570

Bank Overdraf

t

-

(10,427)

Notes

(19,722)

(14,522)

Banks and other

Financial Instituti

ons

(27,003)

(70,374)

For Acquisition

of Equipment

(3,571)

(3,382)

Payment of Financ

ial Debt

(50,296)

(98,705)

Bank Overdraf

t

(3,198)

(5,988)

Notes

(10,601)

(8,605)

Banks and other

Financial Instituti

ons

(10,280)

(13,642)

NDF, Purchase

of Equipment and

Other

(2,738)

(3,238)

Payment of Inte

rest and Related

Expenses

(26,817)

(31,473)

CABLEVISIÓN HOLDING

S.A.

-

55

-

Main Non-Cash Op

erating Transaction

s

The

main

non-cash

operating

transactions

t

hat

were

eliminate

d fro

m

the

stateme

nts

of

cash

flows

are

the

following:

December 31,

2021

2020

Acquisitions of

PP&E and Intangib

le Assets Financed b

y Accounts Payab

le

20,609

29,663

Settlement of ac

counts payable wi

th financial debt

8,138

376

Settlement of trade

receivables wit

h government bond

s

2,355

39

Settlement of salarie

s and social s

ecurities payables with governmen

t

bonds

1,316

706

Payment of income

tax offset with

other tax cred

its

73

23,643

Distribution of unpa

id dividends (C

VH)

922

14,025

Payment of dividen

ds with investm

ents not considere

d as cash and cash

equivalents

28,414

-

Payment of Dividen

ds to Minority In

terests with Governmen

t B

onds

24,380

23,644

Collection of Dividends

The following is a s

ummary of th

e dividends collect

ed by Telecom:

Fiscal Year

Company

Collection of Divi

dends

Historic

Currency at

Transaction

Date

Constant

Currency as of

12/31/2021

2021

Ver TV

109

153

TSMA

57

81

(*) 234

2020

Ver TV

50

86

TSMA

21

35

121

(*) Includes $ 14 million corresponding to dividends distributed in fiscal year 2020.

Distribution of Cash

Dividends

The

following is

a summary of

the distributions of

dividends made and

sett

led by

Telecom and its

c

ontrolled

companies.

Fiscal

Year

Paying

Company

Month of

Distribution

Total amount distri

buted to the non

-

controlling share

holder

Month of Settlem

ent

Amount Settled in

Constant Curren

cy as

of 12/31/21

Historic Currenc

y

at Transaction

Date

Constant Curren

cy

as of 12/31/2021

2021

Núcleo

Apr-

21

650

834

May

-21/Oct

-

21

744

834

744

2020

Núcleo

Apr-

20

295

556

May

-20/Oct

-

20

554

556

554

NOTE 6

–

TRAD

E RECEIVABLES

December 31,

2021

December 31, 202

0

Current

Trade Re

ceivables

32,163

43,524

Contra

ct Asset under IFRS

15

4

69

Companie

s under Article 33

of General Asso

ciations Law No. 19

,550, and

related partie

s (Note 29)

182

249

Allowance

for Bad Debts

(9,795)

(15,230)

22,554

28,612

Non-Current

Trade Re

ceivables

66

80

Contra

ct Asset under IFRS

15

6

9

72

89

Total Trade Receiva

bles, Net

22,626

28,701

CABLEVISIÓN HOLDING

S.A.

-

56

-

The evolution of the al

lowance for bad debts

is as follows

:

December 31,

2021

December 31,

2020

Balances at the

beginning of th

e year

(15,230)

(9,863)

Increases - Bad

Debts

(7,983)

(16,309)

Uses of the Allowa

nce and Curren

cy Translation (include

s Gain (Loss)

on Net Monetary

Position)

(1)

13,418

10,942

Balances at year-

end

(9,795)

(15,230)

(1)

Includes uses for $ 8,250 million and $ 6,522 million in 2021 and 2020, respectively.

NOTE 7

–

OTHER

RECEIVABLES

December 31,

2021

December 31,

2020

Current

Prepaid E

xpenses

5,115

2,347

Guarantee o

f Financial Transa

ctions

1,915

2,071

Tax Credit

s

860

4,193

Financial

NDF (Note 23)

-

3

Advan

ces to Suppliers

1

-

Companie

s under Article 33

of General Asso

ciations Law No. 19

,550, and

related partie

s (Note 29)

228

226

Trade Re

ceivables from Cus

tomer Portfolio

19

43

Sundry Re

ceivables

87

41

Other

1,100

2,041

Allowance

for Other Receivable

s

(369)

(503)

8,956

10,462

Non-Current

Prepaid E

xpenses

1,671

251

Tax Credit

s

2

1,297

Trade Re

ceivables from Cus

tomer Portfolio

21

62

Sundry Re

ceivables

564

806

Other

390

804

2,648

3,220

Total Other Rec

eivables, Net

11,604

13,682

The evolution of the al

lowance for other current

receivables is as fo

llows:

December 31,

2021

December 31,

2020

Balances at the

beginning of th

e year

(503)

(77)

Increases

-

(448)

Decreases (includ

ing Gain (Loss)

on Net Monetary Po

sition)

134

22

Balances at year-

end

(369)

(503)

NOTE 8

–

INVENTORI

ES

December 31,

2021

December 31,

2020

Mobile Hand

sets and Other

2,539

4,107

Inventorie

s for construction pr

ojects

899

1,894

Subtotal

3,438

6,001

Allowance

for Obsolescen

ce of Inventories

(323)

(383)

3,115

5,618

CABLEVISIÓN HOLDING

S.A.

-

57

-

The evolution of the al

lowance for Obsolescenc

e of Inventories is as fo

llows:

December 31,

2021

December 31,

2020

Balances at the

beginning of th

e year

(383)

(478)

Increases

(47)

(26)

Decreases (includ

ing Gain (Loss)

on Net Monetary Po

sition)

107

121

Balances at year-

end

(323)

(383)

NOTE 9

–

GOODWILL

December 31,

2021

December 31,

2020

Business in Arge

ntina

(1)

358,245

358,223

Foreign Busines

s

(2)

873

1,912

Total

359,118

360,135

(1)

The variation in comparison to t

he balance as of Dec

ember 31, 2020 a

rises from the acquisition

of equity interests

(Note

3.d.1.b) a

nd impairment of

fixed assets.

(2)

The decrease in c

omparison

to the b

alance as

of Decemb

er 31, 2

020 arises

from the

effects of

currency

translation

and imp

airm

ent

of fixed as

sets

(Note 3.l).

NOTE 10 - PRO

PERTY, PLANT

AND EQUIPMENT

December 31,

2021

December 31,

2020

PP&E

457,206

489,150

Allowance

for Obsolescen

ce and Impairment o

f Materials

(4,724)

(3,930)

Allowance

for Impairment o

f PP&E

(1,620)

(1,226)

450,862

483,994

The following is a deta

il of the items

and evolution o

f PP&E as of Dece

mber 31, 2021:

Acquisition Cost

as of December

31, 2020

CAPEX

Effect of

Currency

Translation

Transfers and

Reclassifications

Retirement

s

Acquisition

Cost as of

December 31,

2021

Real Property

75,658

13

(529)

1,865

(3,452)

73,555

Switching Equipment

18,478

629

(1,706)

5,381

(62)

22,720

Transport and Fixed Network

320,677

12,876

(2,862)

22,192

(18,487)

334,396

Mobile Network Access

65,860

20

(2,092)

6,171

(546)

69,413

Antenna Support Structure

18,877

-

(588)

1,209

(191)

19,307

Power Equipment and Installations

24,824

578

(716)

1,495

(7)

26,174

Computer Equipment

90,514

5,518

(2,598)

20,426

(132)

113,728

Goods under Loans for Use

43,944

2,543

(807)

12,633

(17,553)

40,760

Vehicles

9,903

130

(60)

23

(155)

9,841

Machinery, Diverse Equipment and Tools

14,092

77

(226)

95

(4)

14,034

Other

3,088

133

(85)

1,299

-

4,435

Works-

In

-Progress

58,451

22,353

(286)

(40,954)

(397)

39,167

Materials

40,591

37,398

(459)

(31,835)

(7)

45,688

Total

784,957

82,268

(13,014)

-

(40,993)

813,218

Accumulated

Depreciation as

of December 31,

2020

Depreciation

for the year

Effect of

Currency

Translation

Retirements

and

Reclassification

s

Accumulated

Depreciation as

of December 31,

2021

Net carrying

value as of

December 31,

2021

Real Property

(12,740)

(3,236)

340

3,162

(12,474)

61,081

Switching Equipment

(11,862)

(4,569)

1,391

61

(14,979)

7,741

Transport and Fixed Network

(142,373)

(43,923)

1,816

18,226

(166,254)

168,142

Mobile Network Access

(28,928)

(11,458)

1,242

394

(38,750)

30,663

Antenna Support Structure

(6,690)

(1,451)

308

62

(7,771)

11,536

Power Equipment and Installations

(10,429)

(3,115)

370

5

(13,169)

13,005

Computer Equipment

(50,827)

(18,305)

2,117

132

(66,883)

46,845

Goods under Loans for Use

(12,022)

(20,116)

587

17,552

(13,999)

26,761

Vehicles

(7,162)

(944)

40

136

(7,930)

1,911

Machinery, Diverse Equipment and Tools

(11,088)

(727)

130

23

(11,662)

2,372

Other

(1,686)

(529)

74

-

(2,141)

2,294

Works-

In

-Progress

-

39,167

Materials

-

45,688

Total

(295,807)

(108,373)

8,415

39,753

(356,012)

457,206

CABLEVISIÓN HOLDING

S.A.

-

58

-

The following is a deta

il of the items and ev

olution of PP&E as of Dec

ember 31, 2

020:

Acquisition Cost

as of December

31, 2019

CAPEX

Effect of

Currency

Translation

Transfers and

Reclassifications

Retirement

s

Acquisition

Cost as of

December 31,

2020

Real Property

73,497

9

(288)

2,762

(322)

75,658

Switching Equipment

17,787

657

(1,211)

1,260

(15)

18,478

Transport and Fixed Network

292,502

14,732

(1,724)

24,080

(8,913)

320,677

Mobile Network Access

63,868

2

(691)

2,792

(111)

65,860

Antenna Support Structure

18,664

-

(331)

645

(101)

18,877

Power Equipment and Installations

23,077

446

(341)

1,642

-

24,824

Computer Equipment

71,626

4,133

(1,866)

16,859

(238)

90,514

Goods under Loans for Use

32,223

8,272

(495)

17,393

(13,449)

43,944

Vehicles

9,888

74

(36)

-

(23)

9,903

Machinery, Diverse Equipment and Tools

12,613

854

(77)

702

-

14,092

Other

2,503

199

(53)

439

-

3,088

Works-

In

-Progress

73,377

20,907

(140)

(35,396)

(297)

58,451

Materials

43,548

30,381

(160)

(33,178)

-

40,591

Total

735,173

80,666

(7,413)

-

(23,469)

784,957

Accumulated

Depreciation as

of December 31,

2019

Depreciation

for the year

Effect of

Currency

Translation

Retirements

and

Reclassification

s

Accumulated

Depreciation as

of December 31,

2020

Net carrying

value as of

December 31,

2020

Real Property

(9,885)

(3,265)

235

175

(12,740)

62,918

Switching Equipment

(9,296)

(3,698)

1,121

11

(11,862)

6,616

Transport and Fixed Network

(107,581)

(44,389)

746

8,851

(142,373)

178,304

Mobile Network Access

(21,224)

(8,735)

971

60

(28,928)

36,932

Antenna Support Structure

(5,371)

(1,601)

235

47

(6,690)

12,187

Power Equipment and Installations

(7,358)

(3,327)

256

-

(10,429)

14,395

Computer Equipment

(37,926)

(14,800)

1,695

204

(50,827)

39,687

Goods under Loans for Use

(9,023)

(16,875)

427

13,449

(12,022)

31,922

Vehicles

(6,057)

(1,147)

28

14

(7,162)

2,741

Machinery, Diverse Equipment and Tools

(10,222)

(913)

47

-

(11,088)

3,004

Other

(1,312)

(426)

49

3

(1,686)

1,402

Works-

In

-Progress

-

58,451

Materials

-

40,591

Total

(225,255)

(99,176)

5,810

22,814

(295,807)

489,150

The evolution of the al

lowance for Obsolescenc

e and Impa

irment of Materials is a

s follows:

December 31,

2021

2020

Balances at the

beginning of th

e year

(3,930)

(3,093)

Increases

(816)

(848)

Effect of Curre

ncy Translation

22

11

Balances at year-

end

(4,724)

(3,930)

The evolution of the al

lowance for Impairme

nt of PP&E is as follows:

December 31,

2021

2020

Balances at the

beginning of th

e year

(1,226)

(1,648)

Increases

(394)

(1,360)

Allocations

-

1,782

Balances at year-

end

(1,620)

(1,226)

NOTE 11 - INTANGIBL

E ASSETS

December 31,

2021

2020

Intangible

Assets

153,278

165,971

Allowance

for Impairment

(9,625)

(9,413)

143,653

156,558

The following is a deta

il of the items and

evolution of Intangib

le Assets as of Dece

mber 31, 2021:

December 31,

2021

2020

Balances at the

beginning of th

e year

(9,413)

(9,537)

Increases

(212)

(325)

Decreases

-

449

Balances at year-

end

(9,625)

(9,413)

CABLEVISIÓN HOLDING

S.A.

-

59

-

The following is a deta

il of the items and ev

olution of Intangib

le Assets as of Dece

mber 31, 2021:

Acquisition

Cost as of

December 31,

2020

CAPEX

Effect of

Currency

Translation

Retirem

ents

Acquisition

Cost as of

December 31,

2021

3G/4G License

s

70,284

-

70,284

PCS and SRCE

License (Argentin

a)

33,313

-

33,313

Núcleo License

s

8,053

292

(298)

-

8,047

Customer Port

folio

44,461

-

(70)

(39)

44,352

Brands

41,190

-

41,190

Incremental Co

sts from the Acquisition o

f

Contracts

7,898

2,342

(39)

(5,133)

5,068

Capitalization o

f Contents

-

135

-

135

Other

5,847

513

(7)

-

6,353

Total

211,046

3,282

(414)

(5,172)

208,742

Accumulated

Amortization as

of December

31, 2020

Amortization

for the year

Effect of

Currency

Translation

Retirem

ents

Accumulated

Amortization as

of December

31, 2021

Net

carrying

value as of

December

31, 2021

3G/4G License

s

(13,616)

(4,804)

-

(18,420)

51,864

PCS and SRCE

License (Argentina

)

-

33,313

Núcleo License

s

(829)

(520)

4

-

(1,345)

6,702

Customer Port

folio

(21,374)

(6,915)

-

39

(28,250)

16,102

Brands

-

(13)

-

(13)

41,177

Incremental Co

sts from the Acqui

sition of

Contracts

(5,366)

(2,659)

-

5,133

(2,892)

2,176

Capitalization o

f Contents

(72)

-

(72)

63

Other

(3,890)

(575)

(7)

-

(4,472)

1,881

Total

(45,075)

(15,558)

(3)

5,172

(55,464)

153,278

The following is a deta

il of the items and ev

olution of Intangib

le Assets as of

D

ecember 31, 2

020:

Acquisition

Cost as of

December 31,

2019

CAPEX

Effect of

Currency

Translation

Retirem

ents

Acquisition

Cost as of

December 31,

2020

3G/4G License

s

70,284

-

70,284

PCS and SRCE

License (Argentin

a)

33,313

-

33,313

Núcleo License

s

8,171

-

(118)

-

8,053

Customer Port

folio

44,523

-

(30)

(32)

44,461

Brands

41,190

-

41,190

Incremental Co

sts from the Acqui

sition of

Contracts

7,580

2,663

(24)

(2,321)

7,898

Other

5,058

795

(6)

-

5,847

Total

210,119

3,458

(178)

(2,353)

211,046

Accumulated

Amortization as

of December

31, 2019

Amortization

for the year

Effect of

Currency

Translation

Retirem

ents

Accumulated

Amortization as

of December

31, 2020

Net

carrying

value as of

December

31, 2020

3G/4G License

s

(8,812)

(4,804)

-

(13,616)

56,668

PCS and SRCE

License (Argentin

a)

-

33,313

Núcleo License

s

(574)

(264)

9

-

(829)

7,224

Customer Port

folio

(14,354)

(7,058)

6

32

(21,374)

23,087

Brands

-

41,190

Incremental Co

sts from the Acqui

sition of

Contracts

(4,346)

(3,346)

5

2,321

(5,366)

2,532

Other

(3,333)

(569)

12

-

(3,890)

1,957

Total

(31,419)

(16,041)

32

2,353

(45,075)

165,971

CABLEVISIÓN HOLDING

S.A.

-

60

-

NOTE 12

–

RIGHT-

OF

-

USE ASSETS

The following is a deta

il of the items and

evolution of right

-

of

-

use assets as of D

ecember 31, 2021:

Acquisition

Cost as of

December 31,

2020

Additions

Effect of

Currency

Translation

Retirem

ents

Acquisition

Cost as of

December 31,

2021

Rights of Use

from Leases

(a)

Sites

25,182

14,140

(614)

(5,206)

33,502

Buildings and O

ther

7,737

2,264

(82)

(1,614)

8,305

Poles

3,911

1,013

(46)

(897)

3,981

Irrevocable Righ

ts of Use

1,796

133

(40)

-

1,889

Asset Retiremen

t Obligations

3,998

604

(11)

(44)

4,547

Total

42,624

18,154

(793)

(7,761)

52,224

(a) In order to calculate the figures mentio

ned above, the

Group

use

d real discount rates of 11.25%

on average in Argentine P

esos, 8.22% in PYG, and of 6.4% in

US$.

Accumulated

Amortization as

of December

31, 2020

Amortization

for the year

Effect of

Currency

Translation

Retiremen

ts

Accumulated

Amortization as

of December 31,

2021

Net carrying

value as of

December 31,

2021

Rights of Use

from Leases

Sites

(9,938)

(6,457)

273

4,573

(11,549)

21,953

Buildings and O

ther

(3,219)

(2,234)

64

1,428

(3,961)

4,344

Poles

(1,792)

(1,209)

7

896

(2,098)

1,883

Irrevocable Righ

ts of Use

(661)

(195)

27

-

(829)

1,060

Asset Retiremen

t Obligations

(189)

(235)

8

44

(372)

4,175

Total

(15,799)

(10,330)

379

6,941

(18,809)

33,415

The following is a deta

il of the items and ev

olution of

right-

of

-

use assets as of D

ecember 31, 2020:

Acquisition

Cost as of

December 31,

2019

Additions

Effect of

Currency

Translation

Retiremen

ts

Acquisitio

n Cost as

of

December

31, 2020

Rights of Use

from Leases

(b)

Sites

18,077

7,689

(121)

(463)

25,182

Buildings and O

ther

5,197

2,708

(29)

(139)

7,737

Poles

1,226

2,712

(27)

-

3,911

Irrevocable Righ

ts of Use

1,701

109

(14)

-

1,796

Asset Retiremen

t Obligations

687

3,413

2

(104)

3,998

Total

26,888

16,631

(189)

(706)

42,624

(b) In order to calc

ulate the figures

mentioned above,

the Gro

up used real disc

ount rates of 11%

on average in A

rgentine Pesos,

8.22% in PYG, an

d

6.4% in US$.

Accumulated

Amortization as

of December 31

,

2019

Amortization

for the year

Effect of

Currency

Translation

Retirem

ents

Accumulated

Amortization

as of

December 31,

2020

Net carrying

value as of

December 31,

2020

Rights of Use

from Leases

Sites

(4,486)

(5,695)

33

210

(9,938)

15,244

Buildings and O

ther

(1,454)

(1,861)

8

88

(3,219)

4,518

Poles

(780)

(1,016)

4

-

(1,792)

2,119

Irrevocable Righ

ts of Use

(475)

(193)

7

-

(661)

1,135

Asset Retiremen

t Obligations

(174)

(95)

2

78

(189)

3,809

Total

(7,369)

(8,860)

54

376

(15,799)

26,825

CABLEVISIÓN HOLDING

S.A.

-

61

-

NOTE 13 - ACCOUNT

S PAYABL

E

Current

December 31,

2021

December 31,

2020

Suppliers and

Trade Provisions

48,018

58,036

Funds Payable

to Customer

s

5

-

Companie

s under Article 33

of General Asso

ciations Law No. 19

,550, and

related partie

s (Note 29)

1,226

1,378

49,249

59,414

Non-Current

Suppliers and

Trade Provisions

1,096

3,695

1,096

3,695

Total Accounts

Payable

50,345

63,109

NOTE 14

–

FINANCIAL

DEBT

December 31,

2021

December 31,

2020

Current

Bank Overdr

aft - Principal

12,184

5,967

Banks and o

ther Financial In

stitutions - principal

32,577

11,499

Notes - pr

incipal

-

20,813

NDF (Note

23)

185

779

For Acquisi

tion of Equipmen

t

3,595

3,707

Interest

Accrued and Related

Expenses

16,328

20,030

64,869

62,795

Non-Current

Notes - pr

incipal

111,364

85,331

Banks and o

ther Financial In

stitutions - principal

57,745

110,858

NDF (Note

23)

-

17

For Acquisi

tion of Equipmen

t

3,916

6,279

Interest

Accrued and Related

Expenses

29,027

36,905

202,052

239,390

Total Debt

266,921

302,185

The following table sho

ws the changes

in financial deb

t:

Balances at

the

beginning of

the year

Cash

flows

Accrual of

interest

Exchange

Differences,

effect of currenc

y

translation and

other

Balances

as of

December

31, 2021

Bank Overdraft

5,967

10,156

-

(3,939)

12,184

Banks and other

Financial Institution

s - principal

122,357

(15,943)

-

(16,092)

90,322

Notes - principal

106,144

21,802

-

(16,582)

111,364

NDF

796

(2,959)

-

2,348

185

For Acquisition of Eq

uipment

9,986

(2,095)

-

(380)

7,511

Interest and Related

Expenses

56,935

(24,473)

15,563

(2,670)

45,355

Total as of Decem

ber 31, 2021

302,185

(13,512)

15,563

(*) (37,315)

266,921

Total as of Decem

ber 31, 2020

312,340

(45,872)

21,093

(**) 14,624

302,185

(*) Includes

$

6

,992 million u

nder Banks and o

ther Financial In

stitutions -

principal, an

d

$

1,446 m

illion under Loan

s for Acquisition o

f Equipment w

hich

did not represent m

ovements of cas

h.

(**) Includes

$

376 million co

rrespondin

g to loans which did

not repres

ent movements

of cash.

Most

of

the

financial

debt

execute

d

by

Te

lecom

has

ratio

cove

nants

that

are

normal

for

this

type

of

agreements. As of Decem

ber 31, 202

1, Telecom has c

omplied with such r

atios.

As of

Decem

ber 31,

2021

,

Telecom

mai

ntains

US LI

BOR-

based loans

as

detaile

d below

in

this

note,

that

is

set

to

mature

after

June

30,

2023,

the

proposed

LIBOR

cessation

date.

While

certain

of

our

debt

agreement

do

contain

language

f

or

the

determinati

on

of

i

nterest

rates

in

the

eve

nt

the

LI

BOR

rat

e

is

not

available,

in

the

event

of

the

cont

inued

or

permanent

unavailability

of

LIBOR

w

e

may

n

eed

to

enter

into

negotiations

with

certain

of

our

creditors

to

agree

to

an

alternative

interest

rate

or

an

alternative

b

asis

for

determining the interes

t rate in our credit f

acilities.

CABLEVISIÓN HOLDING

S.A.

-

62

-

The following is a

detail of the main loan agreements in eff

ect as of the date of

thes

e consolidated financial

statements.

Telecom Argentina

Global Notes Programs

On

December

28,

20

17,

Te

lecom

Argent

ina

held

an

O

rdinary

Genera

l

Shareho

lders’

Meeting

at

which

its

shareholders

approved

a G

lobal Not

es Program

for

an

aggregate

amount

of up

to

US$ 3

,000 mi

llion or

its

equivalent

in

other

c

urrencies.

Th

e

shareho

lders

a

lso

vested

in

t

he

B

oard

of

Directors

th

e

power

to

determine

an

d

am

end

the

terms

and

conditio

ns

of

the

Program

as

well

as

to

decide

on

the

time

o

f

each

issuance. On April 19,

2018, the CNV author

ized the Program thro

ugh Resolut

ion No. 19,481.

Within

the

fra

mework

of

th

e

above-mentio

ned

Program,

Telecom

Argentina

has

issued

several

s

eries

of

notes (Notes), which are

described below.

•

Class 1 Notes in US do

llars

In

July 2019,

Telecom informed the

CN

V about

t

he

res

umption of

th

e

Notes placement period

for a nominal

value

of

US$

300

million,

which

may

be

extended

to

US$

500

m

illion.

The

funds

t

hus ob

tained

were

used

to

refinance

liabilities,

inclu

ding

the

us

e

of

up

to

US$

250

million

t

o

refinance

the

Clas

s

“A”

Notes

d

ue

in

2021 (See “Class

5 Notes

- Rene

gotiati

on of F

inancial Debt in For

eign Currency”

).

The following is a deta

il of the amount of Not

es actually issued a

nd their main cha

racteristics:

Issuance Date:

July 18, 2019.

Amount Issued:

U

S$ 400 million (approxi

mately $ 17,148

million as of the issuan

ce d

ate).

Maturity Date:

July

18, 2026.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest

R

ate:

the notes

accrue

int

erest

on a

semi-annual

basis

as

fro

m

the

Issuanc

e

Date

u

ntil

t

he

Maturity

Date, at a fixed annua

l rate of 8.00%.

Interest

Payment

Date:

Interes

t

will

be

paid

on

a

semi

-annual

b

asis

as

fr

om

the

Issuance

Date.

The

last

interest payment date wi

ll be the Maturity D

ate.

Telecom received

a disbursement

of US$

3

92.36 million

(because U

S$ 2.4

m

illion was

deducted from

such

amount

due

to

debt

issuance

expenses

and

U

S$

5.24

million

correspon

ding

to

below

par

issuance),

equivalent

to

$

16,820

million

as

of

t

he

date

of

disbursement.

It

us

ed

US$

34.

2

million

to

r

epurchase

the

Class

“A”

Not

es

due

i

n

2021

(See

“Class

5

Notes

-

Re

negotiation

of

Financial

De

bt

in

Forei

gn

Currency

”)

and US$ 100 million f

or the partial prepay

ment of the Term Lo

an, which was sett

led on July 25, 20

19.

The

outstan

ding balance

under the

above

-me

ntioned Notes

as of

December 31, 2021

amounts to US$ 408

million equivalent to $

41,901 m

illion.

•

Class 3 and Class 4

Notes in Arg

entine Pesos

On

J

anuary

23,

2020,

Telecom

informed

th

e

CN

V

about

the

resum

ption

of

t

he

placement

period

of

the

Notes

in

two

series

for

an

aggregate

n

ominal

va

lue

of

$

1,500

million,

w

hich

m

ay

be

extended

t

o

$

5,000

million. The followin

g is a detail of the am

ount of Notes ac

tually issued and the

ir main characterist

ics:

CABLEVISIÓN HOLDING

S.A.

-

63

-

✓

Class 3 Notes

Issuance Date:

January 31, 2020.

Amount Issued:

$

3,196,524,154

Argentine pesos

.

Maturity Date:

Jan

uary 31, 202

1.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest

Rate and

Paymen

t Date:

the notes

ac

crue

interest on

a quarterly

b

asis

as from

the

Issuance Date

until

the Maturity

Date, at

a variable rate

equivalent to

BAD

LAR plus

a margin of

4.75% per

annum. Interest

will be paid on a q

uarterly basis and

the last interest p

ayment date wi

ll be the maturity date.

✓

Class 4 Notes

Issuance Date:

January 31, 2020.

Amount Issued:

$

1,200,229,180

Argentine pesos

.

Maturity Date:

July

31, 2021.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest

Rate and

Paymen

t Date:

the notes

ac

crue

interest on

a quarterly

basis as

from the

Issuance Date

until

the Maturity

Date, at

a variable

rate equivalent

to BADLAR

plus a

margin of

5

.25%

per annum.

Interest

will be paid on a q

uarterly basis and

the last interest p

ayment date wi

ll be the maturity date.

Telecom

received

a d

isbursement

of

$

4,374

mi

llion b

ecause

debt

issuanc

e exp

enses

in

the

amou

nt

$

23

million were

ded

ucted from

the

initial

disbursement

(figures

stated

at

the rat

e prev

ailing on

the

transactio

n

date).

During

2020,

Telecom

rep

urchased

approxim

ately

$

86.

0

mil

lion

(nominal

value)

and,

in

Jan

uary

2021,

it

repurchased

a

pproximately

$

150

million

(

nominal

value)

c

orresponding

to

Class

3

Notes.

These

transactions

were

executed

at

the

quoted

m

arket

price

prevailing

o

n

each

rep

urchase

date,

which

did

not

significantly differ from t

he book value as of t

hat date.

On

the

maturity

dat

e

of

Class

3

Notes,

Telecom

settled

$

3,2

49

million

($

2,961

million

corres

ponds

to

principal and $

288 million corr

esponds to interest acc

rued thereon).

At

maturity,

Teleco

m

repaid

the

outstanding

balance

under

the

C

lass

4

Notes

of

$

1,3

22

million

($

1,200

million in principal a

nd $ 122 millio

n in interest).

•

Class 5 Notes - Reneg

otiation of

Financial Debt in

Foreign Currency

Within

the

fram

ework

of

it

s

ongoing

po

licy

of

optimi

zing

the

t

erms,

rates

and

structure

of

its

financial

liabilities,

on

August

6,

2

020,

Telecom

refinanced

a

portion

of

its

financial

debt

through

the

issuanc

e

of

Class 5 Notes. Their

main characteristics

are detailed below:

a)

Class 5 Notes

Issuance Date:

August 6,

2020.

Amount

Issued:

US$

388.9

million

(a

pproximately

$

28,273

million

as

of

the

date

of

iss

uance),

of

which

US$

253.5 m

illion correspo

nds to instrum

ents to be

paid in k

ind through

the delive

ry of Class “

A” Notes as

described in item b) be

low and US$

135.4 million

corresponds to instr

uments paid in c

ash.

Maturity Date:

A

ugust 6, 2025.

Repayment:

3%

of

principal

w

ill

be

rep

aid

on

Febru

ary

6,

20

23,

30%

on

Augus

t

6,

20

23,

33%

on

Augus

t

6, 2024, and 34% on

August 6, 2025.

Interest Rate

and

Paymen

t Date:

the

notes ac

crue int

erest on

a se

mi-a

nnual bas

is as

from th

e Issuance

Date

until

th

e

Maturity

Date,

at

a

fixed

annua

l

rat

e

of

8.50%.

Interest

will

be

paid

on

a

semi

-

annual

basis

and the last interest paym

ent date w

ill be the Maturity Date.

CABLEVISIÓN HOLDING

S.A.

-

64

-

Payment

Method:

C

lass

5

Notes

may

be

pa

id,

at

the

investor’s

choice,

in

cas

h

in

US

dollars

or

in

kind

through

the

delivery

of

Class

“A”

Notes

due

i

n

2021.

The

net

cash

proceeds

o

f

the

Clas

s

5

Notes

were

allocated

to

th

e

repayment

of

the

loan

ex

ecuted

w

ith

Deutsch

e

Bank

AG,

L

ondon

Branch,

mentioned

in

item

c)

below.

The

Class

A

Notes

delivered

f

or

the

subscription

in

kind

of

C

lass

5

Notes

were

settled

by

Telecom.

The

outstandin

g

balance

as

of

Dec

ember

31,

2021

amounts

to

US$

411

milli

on,

equivalent

to

$

42,169

million.

b)

Class “A” Notes (the “Cla

ss “A” Notes”) at f

ixed rate due in 2021

On

April

20,

2

016,

at

the A

nnual General

Ordinary

and

Extraordinary Shareholders’

Meeting

of

Cablev

isión,

the shareholders approved, among other matters, the extension

of the

auth

ori

zation of the Global Program

for

the

Issuance

of

N

otes,

which

had

been

granted

at

the

Annual

Ge

neral

O

rdinary

and

Extraordinary

Shareholders’

M

eeting

of

Cablev

isión

on

A

pril

28,

2014,

increasing

the maximum

amount

of

th

e

outstand

ing

notes

that

may

be

issued

under

this

Program

from

a

nom

inal

value

outstanding

at

any

time

of

US

$

500,000,000 (or its

equivale

nt in

other currencies) to US$

1,000,000,000 (or its equi

v

alent in other

currencies), granting bro

ad powers to the Bo

ard of Directors

.

On June 1, 2016, t

he

Board of D

irectors of Cablevisi

ón authorized the iss

uance of Class “A” N

otes for a

nominal value of US$

500,000,000, at

a fixed annual nom

inal interest rate of 6.

50%, payable sem

i

-

annually, with final matur

ity in June 2

021.

As

a

result

o

f

the

m

erger

be

tween

T

elecom

and

Cablevisión,

the

Notes

were

assumed

by

Telecom

on

January

1,

2018.

To

such

effect,

T

elecom

Argentina

as

succes

sor

of

Ca

blevisión,

De

utsche

Ba

nk

Trust

Company Americas, as Residuary Benefic

iary of the trust and Banco Comafi S.A., as the

re

presentative

of

the Residuary

Beneficiary

in Argentin

a, entered

into a supple

ment to th

e Indenture

formalizing the

absorption of the C

lass “A” Notes by Te

lecom Argentina.

On

July

10,

2019,

Telecom

made

a

re

purchase

offer

of

the

Class “A

”

Notes

for

up

t

o

US$

200

million

su

bject

to certain terms and conditions. The tot

al consideration

offered for each US$

1,000 of nominal val

ue under

the offer was

of US$

997.50 plus

accrued interes

t. The c

all option

ended on Aug

ust 9, 2019.

As a result o

f

the offer,

Telecom

repai

d an

aggregate amount of US$

34.2 million

of Class “A”

Notes (US$

30.4 million on

July 25, 2019 and U

S$ 3.8 million on

August 14, 2019)

.

Until

Decem

ber

31,

2019,

Telecom

had

rep

urchased

approximately

US$0.5

milli

on

(nomina

l

value)

of

the

Class “A” N

otes. These tr

ansactions were execute

d at the quoted market price prevailing on each

repurchase date, wh

ich did not significan

tly differ from the book v

alue as of that da

te.

On

July

7,

2

020,

Telec

om

s

tarted

the

public

placement

proc

ess

of

the

Class

5

Note

s,

for

the

purpose

of

refinancing

the Class

“A” Notes

a

nd

the loan

executed with

De

utsche B

ank AG,

London Branch,

mentioned

in point c

) below, tog

ether with

a consent

solicitation f

or the

amendment

of cert

ain terms an

d conditions

of

the

Class “A” Notes.

The Class “A”

noteholders

that

c

hose to

deliver these Class

“A” Notes for

t

he payment

in kind of

the

Class 5

Notes

received, for

each

US

$ 1

,000 of Class

“A” No

tes deliv

ered to T

elecom:

i) US

$

700

principal

amount

of

Class

5

Notes

and

i

i) U

S

$

320

in

cash

(s

ee

Agre

ement

with

TMF

Trust

Co

mpany

in this no

te). Purs

uant to t

he terms

of

the offer,

the

nominal va

lue of C

lass “A”

Notes del

ivered to

Telecom

for the payment in

kind of Class 5 Notes amounted to

US$ 362.2 million (approximately 77.74% of the total

outstan

ding Class “A” No

tes at that time), w

hich were s

ettled and retired.

On June 15, 2021, Te

lecom repaid the outsta

nding balanc

e under the Class A

Notes of

US$ 106.6

million

(US$ 103.2 million

in principal and

US$ 3.4 mil

lion in interest)

.

CABLEVISIÓN HOLDING

S.A.

-

65

-

c)

Loan with Deutsche Bank

On

Nov

ember

8,

20

18,

T

elecom

was

informed

that

Deutsche

Bank

AG,

London

Branch,

as

arrang

er

of

a

bank

syndicate,

ha

d

accepted

a

loan

offer

for

up

to

US

$

200

million

(

which

could

be

increased

up

to

US

$

300 million). On November

14, 2018, Telecom was info

rmed that Deutsche Bank A

G, London Branch, had

approved the increas

e of the loan offer by

US$

100 million.

The loan has a term of 42 months as from the date of the initial disburse

ment and will accrue interest at an

initial

annual

rate

equivalent

to

LIBOR

+

4.5%,

payab

le

in

arrears

on

a

quarterly

basis.

Principal

shall

be

repaid

i

n

6

equal

consecut

ive

sem

i-ann

ual

inst

allments

equivalent

to

12.5%

of

the

amount

of

disbursed

principal and a final

payment on the maturity

date

equivalent to 25%

of the original d

isbursement.

The funds from the loan

were solely used

by Telecom for the

partial repayment of t

he Syndicated Loan.

On

August 6,

2020, Telecom

r

epaid

in full

the bank

loan

executed with

De

utsche Bank

AG, London

Bran

ch,

which

had

an

outstanding

p

rincipal

amount

of

approximate

ly US

$

187.5

million,

inc

luding

interest

accrued

as

of

that

date

and

with

the

cash

proceeds

from

the

subscr

iption

of

Class

5

Notes

mentioned above

and t

he payment

in cash

made

by

the

Trust (s

ee “Agreement

with TMF

Trust Co

mpany”

in this Note).

As

a

consequence

of

this

reneg

otiation

of

debt,

in

fiscal

y

ear

2020,

Telecom

recognized

a

loss

of

$

4,0

29

million,

whic

h

is

included i

n

Income

from

R

enegotiation of

Financial

Debt under

Fin

ancial

Expenses

on

Debt

under the item Financ

ial Results.

•

Class 6 and Class 7

Notes in Arg

entine Pesos

On December

02,

2020, Te

lecom off

ered the s

ubscription

of Not

es in

two series

fo

r an a

ggregate no

minal

value of $ 1,500 million, which may be extend

ed to $ 10,000 million. The following is a detail of the amount

of Notes actually iss

ued and their main c

haracteristics:

✓

Class 6 Notes

Issuance Date:

December 10, 2

020.

Amount Issued:

$

1,928,950,000

Argentine pesos

.

Maturity Date:

Dece

mber 10, 2021

.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest

Rate and

Paymen

t Date:

the notes

ac

crue

interest on

a quarterly

b

asis

as from

the

Issuance Date

until

the Maturity Date,

at a variable

rate equivalent to

BADLAR plus

a margin of

2

.25% pe

r annum.

Interest

will be paid on a q

uarterly basis and

the last interest p

ayment date wi

ll be the maturity date.

✓

Class 7 Notes

Issuance Date:

December 10, 2

020.

Amount

Issued:

125,248,683

U

PP

(

Unit

of

purchasi

ng

power),

equival

ent

t

o

$

7,787

million

as

of

the

issuance date.

Maturity Date:

Dece

mber 10, 2023

.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity

.

Interest

Rate

and

Payme

nt

Date:

The

notes

accrue

interest

on

a

quarterly

basis

as

from

the

Issuance

Date until

the

Maturity

Date,

at a

fixed

annual r

ate of

3%.

Interest

will

be pa

id on

a

quarterly

basis

and the

last interest payment d

ate will be the ma

turity date

.

Telecom

received

a

disbur

sement

of

$

9,671

mi

llion b

ecause

debt

issuanc

e exp

enses

in

the

amou

nt

$

4

5

million were

ded

ucted from

the

initial

disbursement

(figures

stated

at

the rat

e prev

ailing on

the

transactio

n

date).

CABLEVISIÓN HOLDING

S.A.

-

66

-

At

maturity,

Teleco

m

repaid

the

outstanding

balance

under

the

Class

6

Notes

of

$

2,104

m

illion

($

1,929

million in principal a

nd $ 175 millio

n in interest).

The outstanding bala

nce under the Class

7 Notes as of Dece

mber 31, 2021 a

mounts to

$ 1

2,208 milli

o

n.

•

Class 8 Notes

Telecom

offered

the

subscr

iption

of N

otes,

as

from

January

14,

2021,

for

a

nom

inal v

alue

denominate

d i

n

UPP

equiva

lent

to

up

to

$

1,50

0

million,

expandable

t

o

$

12,000

m

illion.

The

following

is

a

detail

of

the

amount of Notes ac

tually iss

ued and their main ch

aracteristics:

Issuance Date:

January 20, 2021.

Amount Issued:

1

33,628,950 UPP (eq

uivalent to $ 8,708

million as of the iss

uance date).

Maturity Date:

Jan

uary 20, 202

5.

Repayment:

Princ

ipal will be repai

d in 1 (one) insta

llment at

maturity.

Interest

Rate

and

Payme

nt

Date:

The

notes

accrue

interest

on

a

quarterly

basis

as

from

the

Issuance

Date until

the

Maturity

Date,

at a

fixed

annual r

ate of

4%.

Interest

will

be pa

id on

a

quarterly

basis

and the

last interest payment d

ate will be the m

aturity date.

Telecom

received

a

disbur

sement

of

$

8,664

mi

llion b

ecause

debt

issuanc

e exp

enses

in

the

amou

nt

$

4

5

million were

ded

ucted from

the

initial

disbursement

(figures

stated

at

the rat

e prev

ailing on

the

transactio

n

date).

The outstanding b

alance as of December 3

1, 2021 amoun

ts to $

13,094 m

illion.

•

Class 9 Notes

Telecom offered t

he subscript

ion of Notes,

as from

June 1, 202

1, for a

nominal value

denominated i

n

US$

of

up

to

US$15

million,

expandable

to

US$

1

20

million

p

ayable

in

Arge

ntine

pesos

at

the

applicable

exchange

rate.

The

following

is

a

detail

of

the

amoun

t

of

Notes

actually

issued

and

their

main

characteristics:

Issuance Date:

June 7, 2021.

Amount Issued:

US$ 9

1.8 million

payable in

Argentine

pesos at the

applicable

exchange r

ate (equivale

nt

to

$ 8,699 million

as of the is

suance date)

.

Maturity Date:

Jun

e

7,

2024.

Repayment:

Princ

ipal will be repai

d in 1 (one) install

ment at maturity.

Interest

Rate

and

Payme

nt

Date:

The

notes

accrue

interest

on

a

quarterly

basis

as

from

the

Issuance

Date

until

the

M

aturity

Date,

at

a

fixed

annual

rate

of

2.75%.

Int

erest

will

be

p

aid

on

a

quart

erly

basis

and

the last interest payme

nt date will be the m

aturity date.

Telecom

received

a

d

isbursement

of

$

8,655

mi

llion b

ecause

debt

issuanc

e exp

enses

in

the

amou

nt

$

4

million were

ded

ucted from

the

initial

disbursement

(figures

stated

at

the rat

e prev

ailing on

the

transactio

n

date).

The outstanding bala

nce as of December 3

1, 2021 amounts

to

$ 9,412 millio

n.

•

Class 10 and Class

11 Notes in Argent

ine Pesos

On December

03,

2021, Te

lecom off

ered the s

ubscription

of Not

es in

two series

fo

r an a

ggregate no

minal

value of $ 3,000 million, which may be extended to $ 14,000 million. The following

is a detail of the amount

of Notes actually iss

ued and their main c

haracteristics:

✓

Class 10 Notes

Issuance Date:

December 10, 2

021.

Amount Issued:

1

26,568,927 UPP (eq

uivalent to $ 12,00

0 as of the issuance

date).

Initial UPP value:

94.81.

Maturity Date:

Jun

e 10, 2025.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest Rate and

Payment Date:

Does not ac

crue any interest.

CABLEVISIÓN HOLDING

S.A.

-

67

-

✓

Class 11 Notes

Issuance Date:

December 10, 2

021.

Amount Issued:

$

2,000,000,000

Argentine pesos

.

Maturity Date:

Jun

e 10, 2023.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest

Rate and

Paymen

t Date:

the notes

ac

crue

interest on

a quarterly

b

asis

as from

the

Issuance Date

until

the Maturity

Date, at

a variable rate

equivalent to

BAD

LAR plus

a margin of

3.25% per

annum. Interest

will be paid on a q

uarterly basis and

the last interest p

ayment date wi

ll be the maturity date.

Telecom received a disbursement of

$ 13,928 million because debt issuance expenses in the

amount $ 7

2

million were

ded

ucted from

the

initial

disbursement

(figures

stated

at

the rat

e prev

ailing on

the

transactio

n

date).

The

outstand

ing

balance

as

of

December

31,

2021

amounts

to

$

12,273

m

illion

in

the

case

of

Series

10

Notes, and

$ 2

,

030 million in the

case of Series 11

Notes.

Banks and other Finan

cial Institution

s

Telecom Argentina

Loans with the Internatio

nal Finance Corporatio

n (“IFC”)

On

July

5,

201

6,

Persona

l,

a

company

absorbed

by

Telecom,

accepted

an

of

fer

from

the

IF

C

(member

of

World Ba

nk

Group)

for the

asses

sment and

transfer

of

funds

to

finance

investme

nt

needs, work

ing c

apital

and

debt

r

efinancing.

On

O

ctober

5,

2016,

Personal

and

the

IFC

signed

th

e

loan

agreement

(“IFC

Loan”)

for an

amount of US$ 400 mi

llion and for a

six-

year period, payable i

n eight equal semi-annual installments

starting

on

the

30th

mo

nth,

with

a

six

-month

LIBOR

+

4

percentage

points.

This

loan

w

as

used

t

o

d

eploy

the

4G

network

and

refi

nance

short

-term

financial

l

iabilities.

The

loan

terms

include

sta

ndard

affir

mative

and negative covena

nts for this type of fin

ancial transa

ctions.

On

March

4,

2019,

Telecom

execute

d

a

new

loan

agreement

w

ith

IFC

for

u

p

to

US

$

450

million,

as

requested

by

Telec

om

in

o

ne

or

more

disbursements

(the

“Loan”)

.

The

Loan

has

a

tr

an

che

“A”,

a

tranche

“B

-

1”, a tranche “B

-

2”,

a tra

nche “B

-

3” an

d a tranc

he “B

-

4”, w

hich will accr

ue interest payabl

e in arrears on

a semi-annual

basis at a

n annual

rate equivale

nt to LIB

OR over 6

months pl

us the following

margins: 4.85

percentage

points i

n t

he

case

of

Tranche

A, Tranch

e B

-2

and

Tranche

B-4,

and

4.60 perc

entage

points

in

the

c

ase

of

Tr

anche

B-

1

and

Tranche

B-3.

The

princ

ipal

d

isbursed

will

be

repaid

as

follows:

Tranch

e

A,

Tranche

B-2,

and

Tranche

B-

4

payab

le

in

8

equal

and

co

nsecutive

se

mi

-annual

installments

as

from

February

2021, with

final maturity i

n August

2024

an

d Tranche

B

-1 and

Tra

nche B-3

payab

le

in

6 equal

and

consecutive semi-annual installments as

from February

2021, with final

maturity in August 20

23. The funds

from the loan were u

sed to finance c

apital expenditure

s in 2019.

On

March 18,

201

9,

T

elecom received

a

disburs

ement for

a total

of US$

290 million

(US

$

285.5 million

w

as

credited

because

debt

issuance

expenses

in

the

amo

unt

U

S$

4.5

million

were

d

educted

fr

om

the

initial

disbursement),

under

the loan

agreeme

nt

exec

uted

on Ma

rch 4,

2019

w

ith

t

he

IFC

for

an aggregate

amo

unt

of

up

to

US$

450

million.

The

US

$

290

m

illion

disbursement

is

divided

in

tw

o

Tra

nches:

a) a

US$

160

million

disbursement,

which

accrue

s

interest

payable

in

a

rrears

on

a

semi-a

nnual

basis

at

an

annual

rate

equivale

nt

to

LI

BOR

plus 4.85

percent

age

p

oints

payable in

8 equal

and consecutive

s

emi

-annua

l

inst

allments

as from

February

2021,

wit

h

fina

l

matur

ity

in

August

2024;

and

b)

a

US

$

13

0

mi

llion

di

sbursement

t

hat

accrues

interest

payable

in

arrears

on

a

semi-

annual

basis

at

an

annual

rate

equ

ivalent

to

LI

BOR

plus

4.6

0

percentage

points

payable

in

6

equal

and

consecu

tive

semi

-annu

al

installments

as

from

Fe

bruary

2021,

with final maturity in

August 2023.

On Apr

il

25,

2019,

Telec

om

received

an

additional

d

isbursement

for

a to

tal of

US$

20

million

that

accr

ues

interest

payable

in

arrears

on

a

semi-

annual

basis

at

an

annual

rate

equ

ivalent

to

LI

BOR

plus

4.8

5

percentage

points

payable

in

8

equal

and

consecu

tive

semi

-

an

nual

installments

as

from

February

2021,

with final maturity in

August 2024.

CABLEVISIÓN HOLDING

S.A.

-

68

-

On September 22, 2020, Teleco

m refinanced the above

-ment

ioned loans and agreed to amend

mainly the

payment

schedu

le

of

all

payments

of

principa

l

that

fell

due

during

th

e

last

qu

a

rter

of

2020

and

throu

ghout

2021,

deferring

85%

of

such

payments

for

a

period

between

24

and

48

months,

and

prepaying

the

remaining

15% together

with

accrued

interest

and

other r

elated e

xpenses (s

ee Agreem

ent w

ith TMF

Trust

Company

of this Note).

As a

cons

equence of th

is renegot

iation,

Telecom recognized

a loss

of

$ 792

million, wh

ich is

included in Income from Renegotiation of Fi

nanci

al Debt under Financial Expenses on Debt

under the item

Financial Results.

On December 15, 2021, Telecom refinanced

once again the above-ment

ioned loans and agreed to amend

mainly

the

payment

schedule

of

Tranch

e

B.

Pursuant

to

th

is

agree

ment,

Teleco

m

deferred

75%

of

all

the

payments

of

principal that

w

ere

due in

2022 and

2023 for

a term

of between

2

4

and 60

months, and prepaid

the remaining 25% t

ogether with accr

ued interest and

other related expenses.

As

a

consequ

ence

of

this

renegotiation,

Telecom

reco

gnized

a

loss

of

$

885

m

illion,

which

is

included

in

Income

fro

m

Ren

egotiation

of

Financial

Debt

under

Financial

Expen

s

es

on

Debt

under

the

item

Fin

ancial

Results.

The

outstanding

balance

a

s

of

Decem

ber

31,

2

021

under

those

agre

ements

amo

unts

to

US

$

447

million,

equivalent to $ 45,9

47 million.

Loans with the Inter-

American

Development Ban

k (“IDB”

)

On

April

7,

2017,

Pers

onal

and

t

he

Inter

-

Amer

ican

Investment

Corporation

(“

IIC”,

member

of

the

IDB

Group),

signed

a

loan

agre

ement f

or

an

amount

of U

S$

100

million

maturi

ng

in

September

20

22,

payable

in eight equal

semi-annua

l installments starting on

the 24th month, with a six-month LIBOR + 4

percentage

points.

The

funds

of

this

l

oan

were

allocated

to

deploy

the

4G

network

and

to

fin

ance

working

c

apital

and

other

financial

needs.

T

he

loan

t

erms

inc

lude

standard

affirmative

an

d

negative

covenants

for

this

type

of

financial transactio

ns.

On

May

29,

2019,

Telec

om

executed

a

loan

agreement

w

ith

the

Inter

-America

n

Develop

ment

Bank

(

IDB

Invest) for an aggregate amount of up to US$ 300 million. On June 7, 2019,

Telecom received a

disbursement

of

an

aggre

gate

US$

75

m

illion

(

US$

74.15

m

illion

was

cr

edited

because

debt

issuance

expenses

in

the

amount

US$

0.85

million

were

dedu

cted

from

t

he

initial

disbursement).

The

loan,

wh

ich

accrues

interest,

is

pay

able

in

arrears

on

a

semi

-annu

al

basis

at

an

a

nnual

rate

equivalent

t

o

LIBOR

over

6

months

plus

4.90

percen

tage

points

payable

in

10

equal

and

consecu

tive

s

emi

-an

nual

installments

as

from November 202

1, with final maturity in

May 2026.

On

July

11,

2

019,

Telecom

received

an

ad

ditional

disburs

ement

for

a

t

otal

of

U

S$

25

m

illion

(US$

24.55

million was cr

edited becaus

e debt

issuance expe

nses in

the amount

US$ 0.45

million wer

e deducted fro

m

the initial d

isbursement

).

that acc

rues interest

payable

in arrears on

a s

emi

-annual

basis at

an an

nual rate

equivalent to

LIBOR

over 6

months

plus 4

.60 perc

entage po

ints payab

le in 6

equal and

consecutive

semi

-

annual installments as from

May 2021, wit

h final maturity in Nov

ember 2023.

On

February

4

,

2020,

Telec

om

executed

a

suppleme

nt

to

the

origin

al

agreeme

nt

with

ID

B

Invest

for

an

aggregate amount of US

$ 1

25 mil

lion broken down as follows: i) the first tranch

e for

US$ 50 million due on

November

1

5,

2023,

which

accrues

interest

at

LIBOR

over

6

months

plus

4

.6

perc

entage

poi

nts,

payabl

e

in 8 s

emi-annual

consecutiv

e installments

as fr

om May

2020

and i

i) the s

econd tr

anche for

US

$ 7

5 million

due on Nove

mber

15, 2022

, which

accrues

interest at

LIBOR

over 6

months

plus a

variable spre

ad of

7 to

7.75

percentag

e

points

,

payable

in

6

se

mi-a

nnual

c

onsecutive

installments

as

from

May

20

20.

Telecom

received

a

disburse

ment

of

US$

123.4

million

beca

use

debt

iss

uance

expens

es

in

the

amount

U

S

$

1.6

million were deducted.

On

April

7,

202

0,

Teleco

m

received

a

new

disburs

ement

for

an

aggregate

of

US

$

2

5

million

due

on

November

15,

2022.

Telec

om

rece

ived

US

$

2

4.6

million

because

debt

iss

uance

expenses

in

the

amount

US$0.4 million were

deducted.

CABLEVISIÓN HOLDING

S.A.

-

69

-

On September 22, 2020, Teleco

m refinanced the above

-ment

ioned loans and agreed to amend

mainly the

payment

schedu

le

of

all

payments

of

principa

l

that

fell

due

during

th

e

las

t

quarter

of

2020

and

throu

ghout

2021,

deferring

85%

of

such

payments

for

a

period

between

24

and

66

months,

and

prepaying

the

remaining

15% together

with

accrued

interest

and

other r

elated e

xpenses (s

ee Agreem

ent w

ith TMF

Trust

Company

in

this

Note).

As

a

result

of

this

r

efinancing,

Teleco

m

recognized

a

loss

of

$

377

million,

w

hich

is

included

in Renegotiation of F

inancial Debt und

er Fin

ancial Expense on Debt,

under the item

Financ

ial Results.

On December 15, 2021, Telecom refinanced once again the above

-ment

ioned loans and agreed to amend

mainly

t

he

paym

ent

sc

hedule

of

all

payme

nts

of

principa

l

due

in

2022

and

2023,

deferr

ing

75%

of

those

maturities

with

a

new

repay

ment

schedule

that

will

end

in

Dec

ember

2024

an

d

June

2027,

an

d

prepaying

the remaining 25% t

ogether with acc

rued interest and

other related expenses

.

As a conse

quence of

this

renegotiation, T

elecom r

ecognized a

loss

of

$ 1,

267 m

illion, which

is i

ncluded i

n

Income

fro

m

Ren

egotiation

of

Financial

Debt

under

Financial

Expenses

on

D

ebt

under

th

e

item

Financial

Results.

The

outstanding

balance

a

s

of

Decem

ber

31,

2

021

under

those

agre

ements

amo

unts

to

US

$

225

million,

equivalent to $ 23,1

33 million.

Agreement with TMF Trus

t Company

In

order

to

meet

the

obligations

arising

from

the

renegotiations

of

f

inancial

debts

undert

aken

by

Telecom,

which

invo

lve

si

gnificant

c

ash

payments,

on

July

15,

2020,

Teleco

m

entere

d

into

a

management

trust

agreement with

TMF Trust Company

(

Uruguay), in

its capacity

as trustee, for

th

e provision

of funds

a

n

d

the

management of such

payments.

In acc

ordance

with

the

above,

towards

the

end

of

July

2020

, Tel

ecom d

isbursed

to

the

trust

an

aggregate

amount of US$ 273

million. The Trus

t made the followi

ng cash payments

during the third quarter

of 2020:

a.

US$

120.2

m

illion

to

the

holders

of

Class

“A”

Not

es

to

pay

the

c

ash

consideratio

n

for

re

financing

the Class “A” Notes, i

nterest accrued as o

f the settlement date

and related expe

nses.

b.

US

$

62.4

million

as

a

part

ial

re

payment

of

th

e

loan

with

De

utsche

Bank

AG,

L

ondon

Branch,

including interest acc

rued as of the r

epayment date and rela

ted expenses

c.

US

$

30.9

million

in ac

cordance

with

th

e t

erms

of

the

amendm

ents

of

the

loans

executed

with

IFC

including accrued interest,

prepayment prem

iums, and other related

expense

s

d.

US

$

13.4

mil

lion

in

accordance

with

the

terms

of t

he

amendments

of

the

loans

executed

with

ID

B

including accrued interest,

prepayment prem

iums, and other related

expenses

On Novemb

er 5,

2020,

the

Trust’s

Managem

ent Co

mmittee

notified th

e Tr

ustee t

hat, s

ince the

purp

ose of

the Trust

had be

en fulfi

lled, its

objectives

had

been ac

complished a

nd the

outstan

ding expenses

borne

by

the

trust

had

been

p

aid,

the

Trust

was

dee

med

ter

minated.

In

ad

dition,

purs

uant

to

the

terms

of

the

agreement,

the

Trustee

was

instructed

to

transf

er

t

he

rem

aining

T

rust

Ass

ets

in

accordance

with

th

e

instructions provided by the Trust’s Management Committee, after deducting a minimum amount to

pay for

future expenses to be i

ncur

red in

connect

ion with the

termin

ation and settlement of the Trust. On that date,

the

Trust transferred the

remai

ning

Trust Assets: US

Tr

easury Bill

s in the

amount of

US

$ 45.5

million to

the

subsidiary Televisió

n Dirigida in com

pliance with pre

-ex

isting obligations.

Term Loan

On October 8,

2018, Telecom entere

d into an agreement (“Term Loan”) with

Citiba

nk, N.A.,

HS

BC México,

S.A.,

Instituc

ión

de

Banca

Múltiple,

Grupo

Financiero

HSBC,

Industr

ial

and

Commerc

ial

Bank

of

China

Limited,

Duba

i

(DIFC)

Branch,

JPMorgan

Ch

ase

Bank,

N.A.

and

B

anco

Santan

der,

S.A.,

in

th

eir

capacity

as

lenders,

Citibank,

N.

A.,

HSBC

Méx

ico,

S.A.,

Institución

d

e

Banca

Múltipl

e,

Grupo

Financ

iero

HSBC,

Industrial and C

ommercial Bank

of China Limi

ted, Dubai (DIF

C) Branch, J

PMorgan Ch

ase Bank, N.

A. and

Banco

Santander,

S.A.,

as

arrangers,

Citib

ank

N.A.,

as

administrative

agent,

an

d

the

branc

h

of

Citibank

CABLEVISIÓN HOLDING

S.A.

-

70

-

N.A. establishe

d in Arge

ntina, as l

ocal collatera

l agent,

for up to

US

$

500

million (which

may

be increased

pursuant to the terms an

d conditions of sa

id agreemen

t) for a 48

-mo

nth term.

On October

17, 2018, T

elecom r

equested a d

isbursement o

f US

$

500 mill

ion. Disburs

ed principal ac

crues

compensatory interest at

an annual

rate equivalent to

LIBO

R

over 3 months

plus the following margin:

4.50

percentage

po

ints

during

the

first

year

c

ounted

as

from

disburse

ment,

5.00

percentage

points

dur

ing

th

e

second

year,

and

5.25

p

ercentage

po

ints

from

the

second

annivers

ary

of

the

disburs

ement

date

until

the

Maturity Date; and sha

ll be payable in arre

ars on a qua

rterly basis.

The

following

is

a

d

etail

of

the

p

artial

prepayme

nts

ma

de

by

Te

lecom

under

the

“

Term

Loan”

dur

ing

2019

and 2020:

✓

On

Marc

h

25,

2019,

Telecom

settled

US

$

101.4

milli

on

(US$

100

million

principal

amount

and

US$ 1.4 million corr

esponding to interest)

;

✓

On

July

25,

2019,

Teleco

m

s

ettled

US$

100.15

million

(US$

100

million

principal

amount

and

US$ 0.15 million corr

esponding to int

erest);

✓

On

December

09,

2019,

Telecom

settled

U

S$

50.5

million

(U

S$

50

million

principal

amount

and

US$ 0.5 million corr

esponding to interest)

;

✓

On

February

12,

2020,

Te

lecom

settle

d

US

$

50

.3

million

(

US$

50

million

principal

amoun

t

and

US$ 0.3 million corr

esponding to interest)

; and

✓

In addition, on March 30, 2020, Te

lecom settled US

$ 60.8 mi

llion (US$ 60 million princip

al amount

and US$ 0.8 million c

orresponding

to interest).

The

outstandin

g

balance

as

of

Dec

ember

31,

2021

amounts

to

US$

141

m

illion,

equ

ivalent

to

$

14,506

million.

Loan with China Develop

ment Bank

Shenzhen Bra

nch (“CDB”)

On

Decem

ber

14,

2020,

T

elecom

and

CD

B

e

ntered

i

nto

a

committed

credit

faci

lity

agreem

ent

for

an

amount

of

up

to

RMB

700

million

(equivale

nt

to

approxim

ately

US

$

1

00

million),

expandable

up

to

RMB

1,

400

million, to

be s

tructured

in s

everal tranc

hes. The

increa

se in

the a

mount sh

all be

subject

to th

e granting

of

an

insurance po

licy by China Export & Cr

edit Insurance Corpor

ation.

The

pr

oceeds from

th

e l

oan

wi

ll

be used

by

Telecom to

finance i

ts investment

plan related

to

the acquisition

of telecommunications

equipment.

On

December

24,

2020,

T

elecom

s

ubscribed

the

f

irst

t

ranche

for

a

total

amount

o

f

RMB

19.6

million

and,

during 2021, i

t subscribed from the second

to the ninth tranches

for a total amount of

R

MB 449

million.

The

loan

accrues i

nterest

at an

annual

rate of

6.8%, payable

on a

semi

-annual basis,

and

princi

pal

will

be

repaid

in 11 consecutive se

mi-annual insta

llments from May 2

023 to Decemb

er 2027.

The

outstanding

balanc

e

as

of

December

31,

2

021

amounts

to

R

MB

4

61

million,

equivalent

to

$

7,436

million.

On

January

21,

20

22,

Tele

com

subscribed

the

tenth

tra

nche

for

a

total

of

RM

B

25.9

million,

e

quivalent

to

$ 428 million.

Loans with Banco Indust

rial and Comm

ercial Bank

of China (Argentina)

S.A.U. (“ICBC”)

As a consequenc

e of the merger b

etween Te

lecom and Ca

blevisión, Telec

om entered into

a loan

agreement with ICBC

to finance imports for US$ 5,2 million, which accrues i

nteres

t at

an annual rate of

6%

payable

on

a

se

mi-annu

al

basis.

Pri

ncipal

is

payabl

e

in

8

sem

i-annual

installme

nts.

The

first

installment

was due in July 2018

and the last one is

due in J

anuary

2022.

The outstanding bala

nce as of December 3

1, 2021 amounts

to US$ 0.6 millio

n, equivalent to $ 68

million.

CABLEVISIÓN HOLDING

S.A.

-

71

-

During

January

202

2,

Telecom

repaid

the

outstan

ding

amount

under

a

loan

agre

ement

with

ICBC

of

$

6

9

million ($ 67 millio

n in principal and

$ 2

m

illion in interest)

.

Loans with Banco Santan

der Río

On A

ugust 18,

2021, Telecom

executed a

loan agreement

with Banco Santander Río

S.A. for

an

aggreg

ate

amount

of

$

4,000

million.

Princi

pal

will

be

re

paid

in

a

lump

sum

at

its

maturity

o

n

August

18

,

2022.

Th

e

loan accrues interest that will be pai

d on a monthly b

asis from its issuance date until its mat

urity date at an

annual fixed rate of 40.5

0%.

The outstanding bala

nce as of December 3

1, 2021 amounts

to $

4,024 millio

n.

On

October

14,

20

21,

Telec

om

execute

d

a

lo

an

agreem

ent

with

Banco

S

antander

R

io

S.A.

f

or

a

n

aggregate

amount

of

$

1,500

m

illion.

Principal

w

ill

be

repaid

in

a

lump

sum

at

i

ts

maturi

ty

on

October

1

7,

202

2.

The

loan accrues interes

t that will be paid on a monthly basis from its issua

nce date until its maturity dat

e at a

n

annual fixed rate of 3

7.5%.

The outstanding bala

nce as of December 3

1, 2021 amounts

to $

1,513 millio

n.

On

Decemb

er

6,

2021,

T

elecom

executed

a

loan agreement

with

Banco

S

antander

Río

S.A.

for

an

aggregate a

mount

of

$ 1

,000 million.

Princ

ipal wi

ll be

repaid

in a

lump

sum

at

its

maturity

on D

ecember

6,

2022. The loan accrues interes

t that will be paid on a monthly basis from its issuance date until its maturity

date at an annual

nominal fixed rat

e of 37.75%.

The outstanding bala

nce as of December 3

1, 2021 amounts

to $

1,017 mill

ion.

Loan with Banco BB

VA

On

August

10,

2

021,

Telecom

executed

a

loan

agreement with

Banco BBVA

Argentina

S.A.

for

an

aggregate

a

mount

of

$

1

,000

millio

n.

Princip

al

will

be

repaid

in

a

lump

su

m

at

its

maturity

on

Aug

ust

05,

2022. The loan acc

rues interest

that will be pa

id on a monthly basis at

an annual

fixed rate of 40.75%.

The outstanding bala

nce as of December 3

1, 2021 amounts

to $

1,017 mill

ion.

Other Bank Loans

As of December 31

, 2021, Telecom repaid

the following bank lo

ans:

a)

On Apr

il

13,

2021,

Telecom

made a

full r

epayment

of

the

loa

n execut

ed

with

ICBC

in

the

a

mount

of

$

1,011 million ($ 975

million principal am

ount and

$ 36 million c

orresponding to

interest).

b)

On

Apr

il

29,

2021,

T

elecom

ma

de

a

ful

l

repaymen

t

of

the

loan

execut

ed

w

ith

Banco

Galicia

in

the

amount of

$ 2,209 mil

lion ($ 2,00

0 million

principal amount and

$ 209

mi

llion

corres

ponding to

interes

t).

c)

On

September

16, 20

21,

Telecom

repaid

the

outstanding

amount u

nder

a loan

agreeme

nt with

Banco

Macro S.A. of $ 4,4

12 million (

$ 4

,000 million i

n principal and

$ 4

12 mil

lion in interest

).

Loans for Acquisition of

Equipment

Cisco Systems Capit

al Corporation

Telecom holds loan agree

ments for acquisition of Cisc

o Systems Capital Corporation eq

uipment for a total

amount

of

US$

76.8

million

(of

which

i

t

rec

eived

US$

25.2

million

in

2021

and

U

S$

51.

6

million

in

2020).

Said agre

ements

have

an

average

maturity

of

fifty mo

nths,

with

partial rep

ayments,

and ac

crue int

erest

at

an average annual rate

of 4%.

CABLEVISIÓN HOLDING

S.A.

-

72

-

The

outsta

nding

balance

as

of

December

31,

2021

amo

unts

to US$

77

million,

equ

ivalent

to

$

7,924

million.

During

J

anuary

and

February

2022,

Te

lecom

reco

rded

a

dditions

for

US$

8

mill

ion,

equival

ent

t

o

$ 842.1 million, due i

n February and March

2026.

Finnvera

On

May

7,

2019,

Telecom

s

ubmitted

a

proposal

for

a

n

export

credit

facility

for

a

n

am

ount

up

to

US$

96

million

to

the

following

en

tities:

(i)

Banco

Sant

ander,

S.

A.

and

JPM

organ

Chase

Bank,

N.

A.,

London

Br

anch,

as in

itial

lenders,

mand

ated

lead

arrangers

an

d res

idual

risk

guarantors

, (

ii) J

PMorgan

Chase

Bank,

N.A.,

London

Branch,

as

facility

agent,

(iii)

Ban

co

Sant

ander,

S.A.

as

documentation

bank

and

(iv)

B

anco

Santander Río S.A.

as onshore custody

agent, which was

accepted on the same

date.

The Credit

Facility is

guara

nteed by

F

innvera plc,

the official export

cred

it agency of

Finl

and, which

granted

a guarantee in favor of t

he lenders subjec

t to certain te

rms and conditions.

The funds will be

used to finance

up to 85% of t

he value of c

ertain imported g

oods and services,

the value

of

certain

n

ational

g

oods

and

services

,

and

the

total

payment

of

the

applica

ble

prem

ium

payable

to

Finnvera

equivalent to 7.82%

of the total amount c

ommitted by t

he lenders under th

e credit facility.

Between

May

2019

and

D

ecember

2020,

T

elecom

rec

eived

disbursements

for

an

aggr

egate

a

mount

of

US$

95.9

million.

This

credi

t faci

lity

accrues

interest

at

an

annu

al

rate

equivalent

t

o LI

BOR over

6

months

plus

1.04

perc

entage

p

oints

payable

in

co

nsecutive

semi

-annual

insta

llments

due

in

Novem

ber

20

25

a

nd

November 2026.

On May

14, 2

021, Te

lecom s

ubmitted a

new

proposal

for

an exp

ort cr

ed

it facility f

or an

aggreg

ate amoun

t

of up t

o U

S$ 30

million

to t

he follow

ing entities:

(i)

JPMorgan

Chase

Bank, N

A, as

initial

lender, ma

ndated

lead arranger

and residual

r

isk guarantor,

(ii) JPMorgan Chase

B

ank,

NA, London Branch, as

facility agent,

and (iii)

JPMorga

n Chase Bank, NA, B

uenos Aires branch, as onshore

custo

dy agent, which

was accepted

on the same date.

The Credit

Facility is

guara

nteed by

F

innvera plc,

the official export

cred

it agency of

Finl

and, which

granted

a guarantee in favor of t

he l

enders subject to certa

in terms and co

nditions.

The

fu

nds

of

the

loans

under

this

credit

faci

lity

will

be

used

to

finance

up

to

85

%

of

the

value

of

certa

in

imported goods

an

d

s

ervices, the

val

ue

of certain

national goods

an

d

s

ervices, and

th

e

total paymen

t of

t

he

applicable

premi

um

payable to

F

innvera equivalent

to 14.41%

of the

total amount committed

by

the lenders

under the credit facility.

On

July

27,

2021,

Telecom

r

eceived

a

disbursement

of

US$

5.1

million

(US$

4.4

million

was

cr

edited

because of the deduct

ion of the prem

ium in the amount of

U

S$ 0.7 million

).

On

Decem

ber

29,

2021,

T

elecom

r

eceived

a

disburs

ement

of

US$

13.5

million

(

US$

1

1.6

mill

ion

was

credited because of the

deduction of the prem

ium in the am

ou

nt of US$ 1.9 m

illion

).

The

outsta

nding

balance

as

of

December

31,

2021

amo

unts

to US$

71

million,

equ

ivalent

to

$

7,243

million.

Núcleo

Global Notes Program

On January

4,

2019,

Núcleo req

uested th

e Parag

uayan Nat

ional

Securities C

ommission a

nd the

B

olsa

de

Valores y

Productos de

Asunción

S.A. the

registration

of the G

lobal N

otes Progra

m which

provides for

the

issuance

of

notes

for

up

to

PYG

500,000,000,0

00

(approximately

$

3,

200

million

at

s

uch

date)

under

the

conditions

to

be

est

ablished

by

the

Boar

d

of

Dir

ectors

fo

r

each

series.

O

n

February

5,

2019,

the

Paraguayan

National Securities C

ommission author

ized said Progr

am through Resolut

ion No. 11E/19.

CABLEVISIÓN HOLDING

S.A.

-

73

-

Under such Program, N

úcleo issued the fo

llowing Seri

es of Notes:

Series I

Issuance Date:

March 12, 2019

.

Amount Issued:

P

YG 120,

000

,

000

,000 (appr

oximately

$ 8

41 million as o

f the issuance

date).

Maturity Date:

M

arch 11, 2

024.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity

.

Interest Rate:

the

notes accrue

i

nterest

as from

the

Issuance Date

until

the Maturity

Date, at

a fixed

annual

rate of 9.00 %.

Interest

Payment

Date:

Interes

t

will

be

paid

quarter

ly

in

arrears

as

from

the

Issuanc

e

Date.

The

last

interes

t

payment date wil

l be the Maturity Date.

Series II

Issuance Date:

March 28, 2019

.

Amount Issued:

P

YG 30,000,000,000 (a

pproximately

$ 2

1

0 million as of the iss

uance date).

Maturity Date:

M

arch 26, 2

024.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest Rate:

the

notes accrue

i

nterest

as from

the

Issuance Date

until

the Maturity

Date, at

a fixed

annual

rate of 9.00 %.

Interest

Payment

Date:

Interes

t

will

be

paid

quarter

ly

in

arrears

as

from

the

Issuanc

e

Date.

The

last

interes

t

payment date will be th

e Maturity Date.

Series III

Issuance Date:

Marc

h 12, 2020

.

Amount Issued:

P

YG 100,000,000,000

(approximately

$ 9

48

million as of the iss

uance date).

Maturity Date:

M

arch 11, 2025.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest Rate:

the

notes accrue

i

nterest as

from the

Iss

uance

Date until

the

Matur

ity

Date, at

a fixed

annual

rate of 8.75 %.

Interest

Payment

Date:

Interes

t

will

be

paid

quarter

ly

in

arrears

as

from

the

Issuanc

e

Date.

The

last

interes

t

payment date will be th

e Maturity Date.

Series IV

Issuance Date:

Marc

h 10, 2021

.

Amount Issued:

P

YG 130,

000

,

000

,000 (appr

oximately

$ 1

,771 million as

of the iss

uance date).

Maturity Date:

Febr

uary 2, 2028.

Repayment:

Princ

ipal will be repai

d in 1 (one) install

ment at maturity.

Interest Rate:

the

notes accrue

i

nterest

as from

the

Issuance Date

until

the Maturity

Date, at

a fixed

annual

rate of 7.10 %.

Interest Payment Date:

Interest will be paid on a semi

-annual basis in arre

ars as from the Issuance Dat

e.

Núcleo

received

a

disbursement

of

PYG

129,057

million

(e

quivalent

to

$

1,758

millio

n)

because

deb

t

issuance

expenses in

the

amount PYG

943 million

(eq

uivalent

t

o $

13 million)

wer

e

deducted

from the

initial

disbursement (figures

stated at the rate preva

ilin

g on the transact

ion date).

Series V

Issuance Date:

March 10, 2021

.

Amount Issued:

P

YG 120,

000

,

000

,000 (appr

oximately

$ 1

,635 million as

of the iss

uance date).

Maturity Date:

Jan

uary 17, 203

1.

Repayment:

Princ

ipal will be repai

d in 1 (one) install

ment at maturity.

Interest Rate:

the

notes accrue

i

nterest

as from

the

Issuance Date

until

the Maturity

Date, at

a fixed

annual

rate of 8.00 %.

Interest Payment Date:

Interest will be paid on a semi

-annual basis

in arrears as from the Issua

nce Date.

CABLEVISIÓN HOLDING

S.A.

-

74

-

Núcleo

received

a

disbursement

of

PYG

119,122

million

(e

quivalent

to

$

1,623

millio

n)

because

deb

t

issuance

expenses in

the

amount PYG

878 million

(eq

uivalent

t

o $

12 million)

wer

e

deducted

from the

initial

disbursement (fig

ures stated at the rate preva

iling on t

he transaction date).

The

funds obtained under

the Series

IV and V

Notes

were used to

re

pay bank

loans and

to finance

working

capital.

The

outstanding

b

alance

under

th

e

Notes

as

of

December

31,

2021

amou

nts

t

o

PYG

708,1

22

m

illion,

equivalent to $ 7,518 m

illion.

NOTE 15 - SALAR

IES AND SOCIAL

SECURITY PA

YABLES

December 31,

2021

December 31,

2020

Current

Salaries, ann

ual supplementar

y salary, vacation

s, bonuses and

employers’ contribut

ions

20,868

20,599

Termination

Benefits

1,417

1,060

22,285

21,659

Non-Current

Termination

Benefits

1,546

1,268

1,546

1,268

Total Salaries and

Social Security

Payables

23,831

22,927

The compensation pa

id to the Key Senior Ma

nagement for the

fiscal years ended

December 31, 2021 a

nd

2020 is detailed in N

ote 29 iv).

NOTE 16

–

INCOME

TAX LIABILITIES AN

D DEFERRED IN

COME TAX AS

SETS /

LIABILITIES

Income tax payable, n

et is presented belo

w:

December 31,

2021

December 31,

2020

Income tax pro

vision

18,630

364

Withholdings and

advance payme

nts for income tax

(4,703)

(264)

Income tax payab

le, net

13,927

100

Deferred

Inc

ome

tax

asset

s

and

liabilities,

net

and

the

actions

for

r

ecourse

t

ax

r

eceivable

are

presented

below:

December 31,

2021

December 31,

2020

Tax Loss Carryforw

ards

(198)

(17,309)

Allowance for

Bad Debts

(5,231)

(4,391)

Provisions for

Lawsuits and Other

Contingencies

(2,793)

(2,222)

PP&E and Intang

ible Assets

120,819

111,854

Dividends from For

eign Companies

1,385

888

Effect of Income

Tax Inflation Adju

stment

23,194

32,211

Other Deferred

Tax Liabilities (As

sets), Net

(1,791)

(141)

Total Deferred Tax

Liabilities, Ne

t

135,385

120,890

Tax Receivables

Related to Reim

bursement Claim

s

(889)

(1,331)

Net Deferre

d Tax Liability

134,496

119,559

Deferred

Tax Assets, Net

(736)

(702)

Deferred

Tax Liabilities, Net

135,232

120,261

(*) Includes

$

8

2 million corre

sponding to the effe

cts of currency t

ranslation on the op

ening balances o

f the foreign su

bsidiaries.

Deferred

tax

assets

from

unused

tax

loss

carryforwards

are

recogn

ized

t

o

t

he

extent

their

realization

is

probable agains

t future tax

able profits. The

Company

did not recog

nize deferred t

ax assets corr

esponding

to

tax l

oss

carryforwards

for

$

5,663

million,

which

may be

offset

against

f

uture

taxa

ble

prof

its.

Th

e

followi

ng

is a detail of the exp

iration of those unrec

ognized t

ax loss carr

yforwards:

CABLEVISIÓN HOLDING

S.A.

-

75

-

Expiration year

Amount of Tax Los

s

Carryforwar

d

2023

3,773

2024

1,781

2025

109

The following is a deta

il of the expiration dat

es corresponding to t

he estimated tax

loss carryforwards

:

Company

Year in which

the tax loss was

generated

Amount of the

tax loss as

of 12.31.2021

Expiration year

Inter Radios

2018

1

2023

Telemás (*)

2019

454

2024

Micro Sistemas

2021

230

2026

Cable Imagen

2021

6

2026

Televisión Dirigida

2021

20

2026

AVC Continente

Audiovisual

2021

5

2026

716

(*) This company is

consolidated i

n the financial stat

ements of Adesol.

The breakdown of i

ncome tax expense included in the consolidated statement of

comprehensive income is

the following:

December 31, 202

1

December 31, 202

0

Income (loss)

Tax

(18,630)

(364)

Deferred Tax

(14,689)

(12,092)

Valuation Allowan

ce

(3)

(1)

Income Tax

(33,322)

(12,457)

The following is a deta

il of the reconciliat

ion between income tax

charged to net i

ncome and the income

tax liability that would r

esult from applying the

corresponding t

ax rate on income (l

oss) before income tax:

December

31, 2021

December

31, 2020

Income

(loss)

Income

(loss)

Income before

Income Tax

43,574

3,591

Permanent Differen

c

es - Equity in

Earnings from Associate

s

(395)

(749)

Permanent

Differences

–

difference

in

t

he

valuation

of

the

cost

of

investments

in

foreign

subsidiaries

-

(9,917)

Permanent Differen

c

es - other

(352)

(2,185)

Restatement of

Equity and Goodw

ill and Other in

Constant Currenc

y

102,341

95,091

Subtotal

145,168

85,831

Average effe

ctive tax rate

34.27%

24.60%

Income Tax at the Av

erage Effe

ctive Tax Rate

(49,747)

(21,112)

Restatement at Con

s

tant Curre

ncy of Deferred Inco

me Tax Liabilities and

Other

58,968

31,241

Tax loss carry

forwards not recogni

zed as deferred tax assets

265

42

Effect of Income

Tax Inflation Adju

stment

(41,919)

(22,403)

Tax Reimbursemen

t Claim

7

18

Income Tax on D

ividends from For

eign Companies

(896)

(243)

Income Tax

(*) (33,322)

(12,457)

(*) Includes appro

ximately

$

(42,800) milli

on corresponding t

o the effect of the

change to the inc

ome tax rate es

tablished by Law N

o. 27,630.

Income Tax - Reimbu

rsement Claim

s filed with th

e Tax Authority

Article 10 of

Law No.

23,928 and

Article 39 o

f

Law No. 24,

073 suspended

the applicat

ion of the

provisions

of Title VI of the Income T

ax Law relat

ing to the income tax i

nflation adjustment s

ince April 1, 1992.

Accordingly,

Teleco

m

Argentina

ass

essed

its

income

tax

liabilities

p

ursuant

to

such

laws,

wit

hout

considering the inco

me tax inflation adj

ustment.

CABLEVISIÓN HOLDING

S.A.

-

76

-

After

the economic

crisis

of

20

02,

many

taxpayers

began

to

cha

llenge

th

e

l

egality

of

the

provisions

suspending

the

income

tax

inflation

adjustment

.

The

Argentine

Su

preme

Court

is

sued

its

decision

on

th

e

"Candy"

case

(07/03/

2009)

in

which

it

stat

ed

that

particu

larly

for

fiscal

year

2

002

and

considering

t

he

serious

state of

disturbance

of tha

t y

ear, the taxp

ayer c

ould de

monstrate th

at not

applying

the

income tax

inflation

adjustment resulted in c

onfisc

atory income tax r

ates.

More

recent

ly,

the

Argentine

Supreme

Court

a

pplied

a

similar

criterion

to

th

e

2010,

2011,

2012

and

2014

fiscal

years

in

the

cases

brough

t

by

"Distribui

dora

G

as

del

C

entro"

(

10/14/2014,

6/2/2015

,

10

/4/2016

and

6/25/2019),

among

others,

enabling

th

e

application

of

income

tax

inflation

adjustment

for

periods

not

affected by a sever

e economic crisis suc

h as the one that took p

lace in 2002.

According

to the

above-me

ntioned

new

judic

ial

preced

ents

of whi

ch

Telecom learned

during

2015

,

Telec

om

filed d

uring

fiscal

years

2015

-

2021,

reimburs

ement c

laims

with

the

AFIP

to

claim

the

full

tax

overpa

id f

or

fiscal

years

20

09,

2010,

20

11,

2012,

201

3,

2014,

2

015,

and

201

6

for

a

t

otal

estimated

amount

of

$

1,593

million

plus

interest,

under

the

argu

ment

that

the

in

ability

to

apply

income

tax

inflation

adjustment

is

confiscatory.

On September 24, 2019

, Telecom was serv

ed notice

of the decisions rendere

d by AFIP on Septemb

er 12,

2019

and

Au

gust

3

0,

2

019,

whereby

it

rej

ected

the

r

eimbursement

claim

s

corresponding

to

fiscal

years

2009

and

2010,

respectively.

In

this

sense

,

on

November

11,

2019,

T

elecom

was

served

notice

of

the

decisions

rendered

by

AFIP

on

Octob

er

29,

2

019,

whereby

it

rej

ected

the

reimbursement

cla

ims

corresponding to f

iscal year

s 20

11 and 2

012. For

the reasons me

ntioned above,

on Oc

tober 15, 2019

and

on

December

3,

2019,

T

elecom

f

iled

four

t

ax

reimburs

ements

claims

bef

ore

th

e

National

Co

urt

of

Firs

t

Instance.

On July 28, 2021, Telecom was served notice of the decision rendered by A

FI

P on July 26, 2021, whereby

it rejec

ted

the

reimburseme

nt c

laim

corresponding

to

fis

cal y

ear 2

013.

On

August

23,

202

1, Te

lecom

filed

a tax reimbursement c

laim before the Nat

ional Court o

f First Instance.

Telecom’s Management,

with the assistance

of its

tax advisors, cons

iders that the argum

ents presented in

such

reimbursement

claims

follow

the

same

c

riteria

as

the

Argentine

S

upreme

Court's

precedent

cited

above, among others

. Therefore,

Telecom sho

uld obtain a favorab

le resolution t

o such claims.

Consequently,

the

income

tax

assess

ed

in

exc

ess

qualifies

as

a

tax

cr

edit

under

IAS

12

and

T

elecom

recorded

a

non-curr

ent

tax

c

redit

of

$

8

89

million

as

of

December

31,

2021.

For

the

measurement

and

ad

justment

of

the

tax

credit,

Telecom

has

est

imated

the

amount

of

the

tax

assess

ed

in

excess

for

fisc

al

years

200

9

to 2017

by

weighing

the

likelihood

of

the

occ

urrence

of

certa

in

v

ariables

according

to

t

he

judicial

precedents

known

as

of

th

e

date

of

these

co

nsolidated

financ

ial

statements.

T

elecom’s

Management

w

ill

evaluate

the

Tax

A

uthority’s

responses

to

the

rei

mbursement

c

laims

filed

by

T

elecom,

as

well

as

the

evolution

o

f

case law

on

th

e

matter

a

t

leas

t

on an

annual

b

asis,

in

order

t

o

re

-

assess

the

tax

cr

edit

r

ecorded.

NOTE 17 - TAXES

PAYABLE

December 31, 202

1

December 31, 202

0

Current

Other National

Taxes

3,340

4,358

Provincial Taxe

s

112

614

Municipal Taxes

511

572

3,963

5,544

Non-Current

Provincial Taxe

s

-

8

-

8

Total Taxes Payab

le

3,963

5,552

NOTE 18 - LEASE LI

ABILITIES

December 31,

Current

2021

2020

CABLEVISIÓN HOLDING

S.A.

-

77

-

Business in Arge

ntina

5,541

4,631

Foreign Busines

s

589

404

6,130

5,035

Non-Current

Business in Arge

ntina

11,596

9,237

Foreign Busines

s

1,190

1,278

12,786

10,515

Total Lease Lia

bilities

18,916

15,550

The following table sho

ws the changes

in lease liabilities:

December 31,

2021

2020

Balances at the

beginning of th

e year

15,550

12,968

Additions (*)

17,417

13,109

Financial Resul

ts, net (**)

2,906

2,929

Cash flows

(6,596)

(7,896)

Decreases (includ

ing Gain (Loss)

on Net Monetary Po

sition)

(10,361)

(5,560)

Balances at year-

end

18,916

15,550

(*) Included und

er Acquisitions o

f Right-

of

-Us

e.

(**) Included un

der Other Exchan

ge Differences a

nd Other Interest,

Net and Other In

come from Investm

ents.

NOTE 19

–

OTH

ER LIABILITIES

December 31,

2021

December 31,

2020

Current

Deferred reven

ues on prep

aid credit

1,722

1,678

Deferred reven

ues on conne

ction fees and inter

national capacity re

ntal

966

617

Customer Lo

yalty Program

-

6

Directors’ an

d Supervisory C

ommittee Members’

Fees

-

21

Companie

s under Article 33

of General Asso

ciations Law No. 19

,550, and related

parties (Note 29)

-

5

Other

367

835

3,055

3,162

Non-Current

Deferred reven

ues on conne

ction fees and inter

national capacity re

ntal

595

604

Pension Ben

efits (Note 3.m)

647

637

Other

8

504

1,250

1,745

Total Other L

iabilities

4,305

4,907

The changes in the pensi

on benefits are

as

follows:

December 31,

2021

2020

Balances at the

beginning of th

e year

637

673

Service cost (*)

31

54

Interest cost (**)

225

356

Actuarial Result

s (***)

35

(204)

Allocations (in

cluding Gain (Loss)

on Net Monetary Po

sition)

(281)

(242)

Balances at year-

end

647

637

(*) Included in Employee Benefit Expenses and Severance Payments.

(**) Included in Other Financial Results, net

(***) Included in Other Comprehensive Income.

NOTE 20

–

PROVI

SIONS

The

Group

is

a

party

to

several

c

ivil,

tax,

com

mercial,

labor

and

re

gulatory

proc

eedings

and

c

laims

that

have

arisen in

the

ordinary course

of

business. In

order to

determine

the

pr

oper

level of

prov

isions

for these

contingencies, the Group's Management, base

d on

the opinion of its legal

counse

l, assesses the l

ikelihoo

d

of

any adverse

judgm

ents

or ou

tcomes related

to

these matters

as well

as the

rang

e

of

probable losses

that

CABLEVISIÓN HOLDING

S.A.

-

78

-

may

r

esult

from

the

potential

outcomes.

A

determinat

ion

of

the

amount

of

provis

ions

required,

if

a

ny,

is

made after carefu

l analysis of each indivi

dual case.

The

determinatio

n

of

th

e

required

prov

isions

may

cha

nge

in

the

future

due

t

o,

among

other

r

easons,

n

ew

developments or unknown facts at the time of the evaluation of the claims or chan

ges as a matter of law or

legal interpretation.

CABLEVISIÓN HOLDING

S.A.

-

79

-

Provisions consist of th

e following:

Balances

as of

Decembe

r

31, 2020

Increases

Reclassific

ations

Decreases

(iii)

Balances

as of

Decembe

r

31, 2021

Capital

(i)

Interest

(ii)

Current

Lawsuits and Co

ntingencies

2,441

5,892

-

2,418

(8,605)

2,146

Total Current Pr

ovisions

2,441

5,892

-

2,418

(8,605)

2,146

Non-Current

Lawsuits and Co

ntingencies

6,762

2,004

1,435

(2,418)

(1,673)

6,110

Asset Retirement Obli

gations

4,501

604

200

-

(1,841)

3,464

Total Non-Curre

nt Provisions

11,263

2,608

1,635

(2,418)

(3,514)

9,574

Total Provisions

13,704

8,500

1,635

-

(iv)

(12,119)

11,720

(i)

$

7,896

million charged to Other Operating Costs, and

$

604 million to Right-

Of

-Use Assets.

(ii)

Charged to Other Financial Results, net - Other interest, net and other income from investments

(iii)

Includes Gain (Loss) on Net Monetary Position.

(iv)

In

cludes

$

(8,116) million corresponding to payments of contingencies.

Balances

as of

Decembe

r

31, 2019

Increases

Reclassific

ations

Decreases

(vii)

Balances

as of

Decembe

r

31, 2020

Capital

(v)

Interest

(vi)

Current

Lawsuits and

Contingen

cies

2,448

3,470

-

1,093

(4,570)

2,441

Total Cu

rrent Provisi

ons

2,448

3,470

-

1,093

(4,570)

2,441

Non

-Current

Lawsuits and

Contingen

cies

8,211

1,074

1,014

(1,093)

(2,444)

6,762

Asset Retir

ement Obligati

ons

1,300

3,413

368

-

(580)

4,501

Total

Non

-Curre

nt Provisions

9,511

4,487

1,382

(1,093)

(3,024)

11,263

Total Prov

isions

11,959

7,957

1,382

-

(viii) (7,594)

13,704

(v)

$

4,533 million charged to Other Operating Costs,

$

3,413 million to Right-

Of

-Use Assets, and

$ 11

million to Other Comprehensive Income.

(vi)

Cha

rged to Other Financial Results, net - Other interest, net and other income from investments

(vii)

Includes Gain (Loss) on Net Monetary Position.

(viii)

Includes

$

(4,549) million corresponding to payments of contingencies.

1.

Probable Con

tingent Liab

ilities

Below

is a

s

ummary of

th

e mo

st significant

claims and legal

act

ions

for which Telecom

’s

Manageme

nt,

with

the ass

istance

of its

lega

l a

dvisors

and th

e back

ground

in

each

case,

has

record

ed prov

isions

as

deemed

sufficient:

a)

Profit sharing bo

nds

Various

legal

actions

are

brought,

mainly

by

former

employees

of

T

elecom

Argentina

against

the

Argentine

government

and

Telecom

Argentin

a, req

uesting

that

Decre

e No

.

395/92

–

w

hich

expressly

exempted

T

elefónica an

d

Teleco

m

Argen

tina

fro

m

iss

uing

the profit

sharing

bonds provided

in

Law

No.

23,696

–

be

struck

down

a

s unc

onstitutional.

The

plaintiffs

also c

laim

the

compe

nsation

for

damages

they suffered because s

uch bonds have

not bee

n issued.

In August

2008, the Argentine Supreme Court found Decree

No. 395/92 unconstitutional when

resolving a similar case

against Telefón

ica.

Following

t

he

Argentin

e

Su

preme

Court

’s

decisi

on

this

matter,

s

everal

Courts

of

Appea

ls

have

ruled

th

at Decree No. 395/92 is unc

onstitutional. As a result, in the opin

ion of Telecom Argentina's counse

l,

there

is

an

increased

probab

ility

that

Telecom

Arge

ntina

will

have

to

face

cer

tain

contingencies,

notwithstanding

the

r

eimburs

ement

right

to

wh

ich

Telec

om

Argentina

would

be

entitled

agains

t

the

National Government

.

CABLEVISIÓN HOLDING

S.A.

-

80

-

The

Supreme

Court's

decis

ion

not

only

fou

nd

the

above

-

mentioned

Decree

unc

onstitutional,

but

also

ordered that th

e proceedi

ngs be

remanded to

the cour

t of orig

in so th

at such c

ourt s

hall decide

which

defendant

must

p

ay

—

the

licensee

and/or

t

he

Arg

entine

government

—

and

set

the

p

arameters

that

are

to

be

taken

into

account

in

order

to

quantify

the

remedies

requested

(perc

ent

of

pro

fit

sh

aring,

statute

of

limitations

c

riteria, di

stribut

ion

method between the

program beneficiaries

,

etc

).

There

are no

uniform criteria amo

ng the Courts in relati

on to each of these co

ncepts.

On

J

une

9,

2015,

in

re

“Ramol

lino

Silvana

c/Telecom

Argentina

S.A.”,

the

Ar

gentine

Supreme

Court

ruled

that

the

profit

s

haring

bon

ds

do

not

apply

to

employ

ees

who

joined

Tele

com

Argenti

na

after

November 8, 1990 an

d who were

not members of the

PPP.

This

judicial

precedent

is

cons

istent

with

the

criterio

n

fol

lowed

by

Te

lecom

Argentina

for

estimating

provisions

for

these

claims,

based

on

the

advice

of

its

legal

c

ounsel,

which

con

sidered

remote

the

chances of paying com

pensation to employe

es who were not

included in the

PPP.

Statute of

l

imitations criteria applied to

claims:

Argentine Supreme

Court ruling “Dominguez v.

Telefónica de Argent

ina S.A.”

In

December

2013,

the

Argentine

Supreme

Court

dec

ided

a

case

si

milar

to

the

above

-

referred

legal

actions, “Domín

guez v. Te

lefónica

de Argenti

na S.A”,

overturning a

lower

court ru

ling that ha

d barred

the

c

laim as

having

exceed

ed

the applicable

s

tatute of

limitations

because

ten

year

s

had

passed since

the issuance of Decree

No. 395/92.

The

Argentine

Supreme Court's

decision

states

that

the

Court of

Appeals on

Federal Civil

and

Commercial

Matters

must

hear

the

case

agai

n

to

con

sider

s

tatute

of

limitations

arguments

ra

ised

by

the

appellants

that,

i

n t

he

opinion

of

t

he

Argentine

Sup

reme

Court,

were

not

considered

by

the

lower

court and are relevant to

the resolution of th

e case.

On

Decemb

er

30,

2021,

t

he

Court

of

Appeals

on

Fede

ral

Civil

and

Commerci

al

Matters

issued

a

decision

in

plenary

sess

ion,

whereby

it

acknowle

dged,

interpreting

the

doc

trine

develope

d

by

the

Argentine

Supreme

Co

urt

in

its

rul

ing,

that

the

statute

of

limitations

mus

t

be

applied

periodically

–

as

from

the

date

of

each

bala

nce

sheet

-

b

ut

lim

ited

to

5

years,

applying

the

specific

regulations

on

the

statute of limitations for p

eriodical liabilities.

Criteria

for

dete

rmining

t

he

relevant

profit

t

o

calculate

compensation:

ruling

of

the

Court

of

Appeals on

Federal

Civil and Co

mmercial

Matters in

Plenary

Session “

Parota

c/ Estado

Nacional y Telefónica d

e Argentina

S.A.”

On

February

27,

201

4,

the

Court

of

Appea

ls

on

Fe

deral

C

ivil

and

Commercial

Matters

issued

its

decision in

plenary sess

ion in th

e case “

Parota

, César

c/

Estado Nacional”,

as a r

esult of

a claim

filed

against Telefónica. I

n its ruling, the Co

urt held “tha

t the amount

of

profit-sharin

g bonds c

orresponding

to former e

mployees o

f Telefónica

de Arge

ntina should

be calculated

based o

n the

taxable inc

om

e of

Telefónica de Argent

ina S.A. on which the i

ncome tax liability

is to be assessed”.

The

Court

stated

that

“

it

is

necessary

to

clarify

that

“

taxable

inc

ome”

(pre

-t

ax

i

ncome)

m

eans

the

amount of income subject

to the income tax tha

t the company must pay, which generally means gross

income,

inc

luding

al

l

revenue

obtained

during

the

f

iscal

y

ear

(includ

ing

continge

nt

or

extraordinary

revenue), minus all ordi

nary and extra

ordinary expenses

accrued during such f

iscal year.”

CABLEVISIÓN HOLDING

S.A.

-

81

-

Federación

Argent

ina

de

l

as

Telecomu

nicaciones

and

O

ther

v.

Telecom

Argent

ina

S.A.

on

p

rofit

sharing

In

June

2013,

Telecom

was

serv

ed

notice o

f

the

claim e

ntitled

“Federac

ión

Argentina

de

las

Telecomunicaciones

and O

ther v.

Telecom

Argentina

S.A. on

profit sharin

g.” The

lawsuit was

filed by

four

unions

c

laiming

th

e

issuance

of

prof

it

s

haring

bonds

(herein

after

“the

bonds

”)

for

future

periods

and

for

periods

for

which

the

statute

of

l

imitations

is

not

expir

ed.

To

enforce

this

claim,

the

plaintiffs

have requested that th

e court declare th

at Decree No.

395/92 is uncons

titutional.

This collective lawsuit is

for an unspecified amount. Th

e plaintiffs presented the criteria that should be

applied

for

the

determination

of

the

perc

entage

of

participation

in

the

Company’

s

profit.

Th

e

lawsuit

requiring the issuanc

e of a profit shari

ng bond repres

ents an ob

ligation w

ith p

otential future

economic

impact for Telecom.

Telecom

filed

its

response

to

the

claim,

arguing

that

labor

courts

lack

jurisdiction

over

the

matter.

I

n

October 2013,

the judg

e rejected

the lack

of jurisdictio

n plea, esta

blished a

ten

-year perio

d as st

atute

of

lim

itation

a

nd

deferred

ruling

on

the

def

enses

of

res

j

udicata,

l

is

p

endens

and

on

the

third

-party

citation required after a he

aring is held

by the court. Telecom

appealed the judg

e’s ruling.

In

D

ecember

2013,

the

hearing

took

place

and

the

inte

r

vening

court

deferred

i

ts

decision

on

the

defense filed by Telecom o

n the basis of the applicatio

n of statutes of limitations t

o the moment of the

final

r

uling,

among

oth

er

matters.

It

also

ordered

the

p

laintiff

to

provide

ev

idence

on

the

manda

tes

granted

by

e

ach

individual

to

br

ing

the

c

laim

against

Telecom

and

suspended

the

proceed

ing

until

such

evide

nce

is

filed

w

ith

the

court.

T

he

p

laintiff

appealed

the

decision

and

the

judge

deferred

this

issue to the time of s

entencing.

In

December

2017,

t

he

Court

of

First

Insta

nce

dismis

sed

the

claim

on

t

he

grounds

that

th

e

claimant

lacks

standing

beca

use

the

claim

is

individual

and

not

collective.

The

cl

aimant

file

d

an

appeal,

wh

ich

is pending before Chamber 7 of the Court of Appeals. In June 2019, the Court of Appea

ls revoked the

decision rendered by

the Court of Fi

rst Instance, returned the file, an

d ordered discovery proceedings.

Telecom, based on the advi

ce of its legal counsel, be

lieves that there are strong ar

guments to defend

its position

in

this cla

im, bas

ed, a

mong o

ther thi

ngs, o

n the

application

of th

e statutes

of l

imitations to

the

claim

relat

ing

to

the

unconstitutionality

of

Decree

No.

395/92,

the

lack

of

activ

e

legal

standing

for

a

collective

claim

r

elating

t

o

the

issuance

of

bonds

—

due

to

the

ex

istence

of

individual

c

laims

—

in

addition to arguments

based on plaintiff's

lack of active legal st

anding.

b)

Claims filed by

former sales rep

resentatives of Persona

l

and Nexte

l

Former sales representatives of Personal and Nextel brought legal actions for

alleged improper

termination

of

th

eir

co

ntracts

and

have

s

ubmitted

claims

for

p

ayment of

different

items,

suc

h

as

commission

differences,

v

alue

of

the

customers

’

portfolio

and

lost

profit,

among

other

matters

.

Telecom’s

Manageme

nt

believes,

base

d

on

the

ad

vice

of

its

legal

counsel

, t

hat

certain

items

included

in

these

claims

should

be

dismissed,

w

hile

other

items

c

ould

be

adm

itted

by

the

co

urt,

albeit

for

amounts

that

are lower

than

those

claimed.

As of

the

dat

e

of issuance

of

these

consolidate

d

financ

ial

s

tatements,

some legal actions are

in the discovery

phase and w

ith expert opinions in progres

s.

c)

Task

Solutions

v.

Telecom

Personal

S.A.

on

O

rdinary

proceeding

and

Task

Solutions

v. Telecom Argen

tina S.A. on Ordina

ry proceeding

Task Solutions S.A., a company devoted to providing contact

centers, brought claims against Telecom

Argentina and

Telec

om Per

sonal, claim

ing

$

408,721,835

for da

mages tha

t it a

lleges

to have

suffered

during

the

contractual

relationship

w

ith

those

companies

,

as

w

ell

as

for

the

failure

to

renew

t

hose

contracts at

th

e

end of

their term. Task

Solution S.A.

argues that the

o

nly contractual

relationsh

ip it

had

was

the

one

with

the

defend

ants

and

t

he

failure

to

renew such

contract caused

its

insolvency. In

August

CABLEVISIÓN HOLDING

S.A.

-

82

-

2018,

Teleco

m

answered

the

c

laims

rejecting

the

compens

ation

claime

d

and

requesting

that

the

punitive damages c

laimed be declare

d unconstitutional.

Telecom counterc

laimed fo

r labor items

already p

aid to third

parties.

In addition,

it filed a

claim f

or any

amounts

that

it

may

eve

ntually

have

to

pay

in

t

his

regard

in

the

future.

That

estimate

c

ould

vary

according to the evide

nce submitted i

n connection ther

ewith.

In December 2018, Task

Solutions was dec

lared bankrupt.

Based

o

n

t

he

advice

of

its

l

egal

co

un

sel,

Telecom’s

Manag

ement

believes

to

have

strong

argum

ents

for its defense.

d)

Sanctions Imposed

by the Regula

tor

Telecom

is

s

ubject

to

various

sanction

proc

edures,

in

most

c

ases

promo

ted

by

the

Regu

latory

Author

ity,

for

delays

in

repairs

and

s

ervice

inst

allatio

ns

to

f

ixed-

line

customers.

Although

general

ly

a

sancti

on

considered

on

an

individual

basis

does

not

have

a

material

effect

on

Telecom’s

equity,

there

is

a

significant

disprop

ortion

b

etween

th

e

amou

nts

of

th

e

s

anctions

imposed

by

t

he

Regu

latory

Auth

ori

ty

and the revenue that th

e affected customer h

as generated t

o Telecom Argentina.

2.

Possible Contingen

cies

In addition

to th

e poss

ible continge

ncies relat

ed to r

egulatory

matters

described

in Not

e 2.d),

the f

ollowing

is

a

summary

of

the

most

s

ignificant

cl

aims

and

legal

a

ctions

for

which

no

provis

ions

have

been

established,

although the final outcom

e of these laws

uits cannot be ass

ured.

a)

Radioelect

ric Spectrum Fees

In October 2016, Personal modified th

e criteria used for the

statement of some of its commerc

ial plans

(“Abono

f

ijo”)

for

purp

oses

of

paying

the

radioelectr

ic

s

pectrum

fees

(derec

ho

de

uso

de

espectro

radioeléctrico or “D

ER”), ta

king into acc

ount certain c

hanges in suc

h plans

’ composition. This

meant a

reduction in the amou

nt of fees paid

by Personal.

In

March

20

17,

the

ENAC

OM

demanded

Personal

t

o

rectify

i

ts

statements

corresponding

to

O

ctober

2016,

requiring that

such

plans’ statements continue

to

be prepared

bas

ed on

the previous

criteria. The

ENACOM

issued

a

s

im

il

ar

order

in

S

eptember

2018

for

the

subsequent

periods.

Telecom’s

Management

believes

that

it

has

so

lid

legal

arg

uments

to

def

end

its

position.

S

uch

argume

nts

were

actually

confirmed

in

the

recitals

of

Reso

lution

ENA

COM

No.

840/18.

T

herefore,

Telec

om

file

d

the

corresponding admin

istrative responses.

In

August

201

7,

Personal

received

the

n

otice

of

ch

arge

for

the

d

ifferences

i

n

the

amounts

owed

in

connection

with

the

pay

ment

made

in

Octob

er

2016.

Notwithstandin

g

t

he

grounds

disclosed

in

its

response, in April 20

19, ENACOM impos

ed a sanction on Telec

om due to the non

-

compliance alleged

for

that

period.

Te

lecom

filed

the

corr

esponding

adm

inistrative

response

.

However,

the

com

pany

cannot

assure that its argum

ents will be accepte

d by the ENACO

M.

The

d

ifference

res

ulting

from

both

criteri

a

since

October

2016

is

of

approximatel

y

$

717

million

plus

interest as of Decem

ber 31, 2021.

On February 27,

2018, ENACOM

Resolutions N

os. 840/18 and 1,196

/18 were pu

blished in the Offic

ial

Gazette.

Thro

ugh

th

ese

Resolutions,

the

ENACOM

u

pdated

the

v

alue

of

the

Radioelectric

Spectrum

Fee

per

U

nit

a

nd,

i

n

addition,

established

a

new

regi

me

f

or

mobile

communicat

ion

serv

ices,

w

hich

substantially increased t

he amounts to be pa

id for such serv

ice.

CABLEVISIÓN HOLDING

S.A.

-

83

-

Telecom

file

d

the restated

returns

for

March

and

April

2

018

(due i

n

April

a

nd

May

2

018)

and paid

(under

protest)

the corr

esponding

amounts.

It

also

started

to

c

omply, as

from

Septe

mber

2018, w

ith t

he fi

ling

and payment (under pr

otest) of the corr

esponding retu

rns.

Through Reso

lution No.

4,266/19,

dated October

8, 2019,

the ENACO

M changed

the basis

of

calculation

of

Radi

oelectric

Spectrum

Fe

es

to

be

p

aid

for

the

provision

of

Mobile

Communication

Services

(SRMC,

STM, PCS

and S

CMA) starting

a

s

from

the

filing of

the retu

rns due after

the

publication

date

of

the

Resolution.

Said

change

repre

sents

a

red

uction

of

the

rate

applicable

to

the

radioelectric spectrum fees

to be paid for thos

e service

s.

b)

“Consumidores Financ

i

eros Asociación

Civil para su De

fensa” claim

In

Nov

ember

2011,

Personal

was

notified

of a

l

awsuit

filed

by the

“

Consumidores

Financ

ieros

Asociación

Civil

para

su Defe

nsa

”

claiming that

Pe

rsonal

made

allegedly abusive

charges to

its

customers

by

implementi

ng

per

-minute

bi

lling

and

setting

an

expiration

d

ate

for

prep

aid

telecommunication cards

.

The

p

laintiff

re

quested

that

Personal:

i)

cease

such

pr

actices

and

b

ill

its

cus

tomers

only

for

the

exact

time

of

telecom

munication services

used; ii)

reimb

urse

the am

ounts collected

in excess

in the

ten years

preceding the

date

of the

lawsuit;

iii) credit

its custo

mers

for unused

minutes

on ex

pired prep

aid cards

in the t

en years

preced

ing the

date

of the

lawsuit;

iv) pay

an

interest eq

ual to

the lend

ing rate c

harged

by

th

e

Banco

de

la

Nación

Argentina;

and

v)

pay

pu

n

itive

damages

provided

by

article

52

bis

of

Law

No. 24,240.

Personal

rej

ected

the

c

laim,

w

ith

emphasis

on

the

regu

latory

fra

mework

that

explicitly

endorses

its

practices, now chall

enged by the plaintiff in

disregard of such reg

ulations.

The

proceedin

g i

s now

i

n the

discov

ery stage.

However

, the

judge has ordered

the

accumulation of

th

is

claim

with

two

other

similar

claims

against

Te

lefónica

Móviles

Argentina

S.

A.

and

América

Móvil

S.A.

(“Claro”). So, the three le

gal actions will continue

within the Fede

r

al Civil and Com

mercial Court No. 9.

The

pla

intiffs

ar

e

seeki

ng

d

amages

for

an

unsp

ecified

amo

unt.

A

lthough

Te

lecom

believes

th

ere

are

strong defe

nses t

hat shoul

d resu

lt in

a d

ismissal

of th

e claim,

in

the

absence

of j

udicial prec

edents

on

the

matter,

T

elecom’s

M

anagement

(w

ith

the

advice

of

its

legal

c

ounsel)

has

class

ified

the

cla

im

as

possible until a judgm

ent is rendered.

c)

Proceed

ings related to va

lue added services - Mobi

le contents

In

October

2015,

Personal was

notified

of

a

cla

im

brou

ght

by

the

c

onsumer

association

“Cruzada

Cívica

para

l

a

defensa

de

los

consumidores

y

usu

arios

de

Servicios

públicos

”.

The

plaintiff

invokes

the

collective representat

ion of an undet

ermined number

of Pe

rsonal customers

.

The

p

laintiff's claim

relates to

the

manner in

which content

a

nd tri

via games

ar

e

contracted,

in

particular

the

allegedly

improper

billing

of

messages

sent

to

solicit

such

services

and

of

their

subsc

ription.

Additionally, it prop

oses the app

lication of punitive d

amages to Perso

nal.

This

claim

is

substantially

similar

t

o

other

claims

ma

de

by

th

e

consumer

association

Proco

nsumer

where

collective

re

presentation

of

customers

is

also

invoked.

As

of

t

he

d

ate

of

these

co

nsolidated

financial statements, this c

laim for an unspecified amount is in its preliminary s

tages because notice of

the claim has not bee

n served on all int

erested parties.

Personal

h

as

respon

ded

t

he

claims

and

filed

le

gal

and

factual

defenses,

requesting

that

the

court

summon

third

parties

involved

in

the

provision

of

VAS.

Based

on

the

a

dvice

of

its

legal

counse

l,

Telecom

’s

Manageme

nt

believes

to

have

strong

arguments

for

its

defense.

Howev

er,

given

the

absence

of any case law, the fi

nal outcome of these cl

aims cannot be as

sure

d.

CABLEVISIÓN HOLDING

S.A.

-

84

-

d)

“Asociación

por

la

Defensa

de

Usuarios

y

Consumidores

c/Teleco

m

Personal

S.A.”

claim

In

2008,

the

“Asociación

por

la

Defensa

de

Usuarios

y

Consumidores”

sued

Personal,

seeking

da

mages

for

an

unspec

ified

amount,

in

co

nnection

wi

th

the

bill

ing

of

cal

ls

to

the

aut

omatic

answer

ing

mach

ine

and the

co

llection system called "send to

end", in collective representation of an undetermined number

of Personal customers

.

The court has

to render judgm

ent on this claim.

In

2

015,

Telecom

learne

d

of

an

adverse

c

ourt

rul

ing

in

a

similar

lawsuit,

pro

moted

by

the

same

consumers

associat

ion

against

another

mobile

oper

ator.

The

court

has

to

r

ender

judgment

on

this

c

laim.

Based on

the advice of i

ts

leg

al counsel, the

Com

pany’s Management believes to ha

ve strong

arguments for its d

efense. However, t

he final outcome

of this claim canno

t be assured.

e)

Claims f

iled by unions

in connection w

ith union contribut

ions

The

unions FOEESITRA, SITRATEL,

SILUJANT

EL, SOEESIT,

FOETR

A,

SUTTA

CH,

and the

Union of

Telephone

Workers

and

Employees

of

Tucumán

brought

7

legal

actions

again

st

Telecom

cl

aiming

unpaid

union contributions set

forth in

their respective coll

ective bargaining

agree

ments,

c

orrespondin

g

to

employ

ees

of third-party companies

that provide services to

Telecom, for a

5

-yea

r term

for which the

statute

of limitations ha

s not

expired, plus

da

mages caused

by the

failure

to pay said

contributions. The

items claimed are “Fondo Especial” (special fund) and

“

Contribución Solidaria” (solidarity contribution).

The

above-

mentioned

unio

ns

argue

that

Telecom

is

jointly

and

severally

liable

for

the

payment

of

the

above-mentioned

contrib

utions,

based

on

Articles

29

a

nd 3

0 of

the

Employment

Contract

L

aw

and

on

the breach of Telecom's obligation to i

nform the Union about th

ird-party contracts

under

their collective

bargaining agreements

. Telecom ans

wered all the clai

ms.

In the

action

brough

t by

FOEE

SITRA,

the jud

ge of

firs

t instance

rejected

the

sum

mons to

third

parties

made by Telecom. A

n appeal has been f

iled against th

at decision.

In the

action

brought

by

FOETRA, t

he Court

of

Appea

ls

revoked

the dec

ision ren

dered by

the

court

of

first i

nstance that

had declared

the incompetence. The

judge of

first instance

must rende

r a

decision on

the exceptions filed by Te

lecom

The other claims have

been sus

pended at the request

of the parties.

The unions are seek

ing damages for an

unspecified a

mount.

Even

thou

gh

Teleco

m's

Ma

nagement

b

elieves

th

at

t

here

are

sound

grou

nds

for the

favorable

res

olution

of

these

claims,

g

iven

the

lack

of

jud

icial

precede

nts,

the

fina

l

o

utcome

of

these

claims

cann

ot

b

e

assured.

f)

Asociación

por

la

Defensa

de

Usuarios

y

Consumidores

v.

Cablevisi

ón

on

expedited

summary proceed

ing

In

Nov

ember

2018,

Te

lecom

was

served

notice

o

f

a

claim

brought

by

Asoc

iación

por

la

Defensa

d

e

Usuarios y Consumidores.

The Claimant requested that the defendant: 1) cease its practice of

preventing c

ustomers

from

terminating

Internet

and

cable

television

services

when

customers

request

such

termination;

2)

reimbu

rse

to

each

user

the

amou

nts

collected

for

the

period

of

5

years

and

until

the

date

on

wh

ich

the

defendan

t

ceases

the

above

-mentione

d

practice;

and

3)

pay

punit

ive

da

mages

for each of the affected

customers.

CABLEVISIÓN HOLDING

S.A.

-

85

-

In

Decemb

er 2018,

Tel

ecom filed a

r

esponse, alleging the application of

st

atutes of limitation

(two

-year

term) as well as the lack of standing of the Association to file

the

la

wsuit. Telecom also argued that the

class

to

be

represented

h

ad

not

been

es

tablished

and

that

it

had

not

contravened

t

he

Consumer

Defense

Law.

It

also

gave

a

detailed

descr

iption

of

the

t

ermination

pr

ocedure

used

by

Ca

blevisión,

highlighting

its

complian

ce

wit

h

Articles

10

t

er

and

10

quat

er

of

s

aid

law.

It

also

c

hallenged

the

application

of

the

punitive

damages

cl

aimed

by

the

p

laintiff

and

produced

docu

mentary

evidence.

It

requested that the claim

be rejected in its ent

irety, and that the leg

al costs be b

orne by the p

laintiff.

The plaintiffs are seek

ing damages for an u

nspecified

amount.

Based

on

the

advice

of

its

legal

c

ounsel,

T

elecom

believes

to

hav

e

stro

ng

ar

guments

for

i

ts

defe

nse.

However, the final

outcome of this cla

im cannot be assured.

g)

Claim “Unión de Usua

rios y Consumidores an

d Other v. Teleco

m Argentina S.A.”

On Se

ptember

3,

2019,

Telecom

(as

surv

iving

company

of

Cablevis

ión) w

as

served

notice

of

a

class

action

brought

by

“

Unión

d

e

Usuarios

y

Consumidore

s”

and “Consum

idores

Libres

Cooperativa

Ltda

.

De

Provisión

d

e

Servicios

de

Acción

Comunitaria”

,

pendin

g

before

th

e

Commercial

Court

of

First

Instance No. 9, Clerk

’s Office No. 17, for an

unspecifie

d amount.

Claimants

seek

to

obtain

an

order

against

Telecom

for

th

e

reimbursement

of

the

price

increases

collected

from

its

su

bscribers

in

September

and

October

20

18

an

d

in

Ja

nuary

20

19

and

of

any

price

increase that may

be collected for th

e duration of the

proceedi

ngs, f

or Internet, s

ubscription telev

ision

and

other

information

and

communication

tech

nology

services

and

other

supplementary

services

(all

of th

ose s

ervices

are

provi

ded

under

the

brands

Cab

levisión

and

Fiberte

l),

plus

interest

accrued

u

ntil

the

actua

l

reimburs

ement

date.

Claimants

allege

that

the

defen

dant

infri

nged

cer

tain

provisions

set

forth

under

the

G

eneral

Rules

Govern

ing

ICT

and

Communication

Services

Customers

a

nd

La

w

No.

24,240 related

to the

terms and

form of

not

ice to

subscr

ibers

of changes

in

the prices of

s

uch

serv

ices.

Based

on

the

advice

of

its

lega

l cou

nsel,

Telecom

believes

to

have str

ong

arguments

for

its

d

efense.

However, the final

outcome of this cla

im cannot be assured.

h)

Resolution

No.

50/10

et seq.

issued by

the

Secretaría

de Comerc

io Int

erior de

la Nación

(Secretariat o

f Domestic Trade or “SC

I”)

SCI

Resolution

N

o.

50/10

approved

certa

in

rules

for

the

sale

o

f

pay

televisi

on

services

.

These

rules

provide

that

cable

telev

ision

operators

m

ust

a

pply

a

f

ormula

to

calcu

late

their

month

ly

basic

subscription

prices.

T

he

pr

ice

arising

fro

m

the

applica

tion

of

the

formula

was

to

be

inf

ormed

to

the

Office

of

Busi

ness

L

oyalty

(

Dirección

de

L

ealtad

Co

mercial

).

Cable

te

levision

operators

must

adjust

such

amount

s

emi-annu

ally

and

inf

orm

the

res

ult

of

suc

h

adjustment

to

said

Of

fice.

Telecom

filed

an

administrative

appeal

against

Resoluti

on

No.

50/10

r

equesting

the

suspens

ion

of

its

effects

and

its

nullification.

In

accordance

with

the

dec

ision

ren

dered

on

August

1,

2011

in

re

"LA

CAPITA

L

CABLE

S.A. v/

Ministry

of Economy-

Secretariat of

Domest

ic Trade",

the Feder

al Court of

Appeals of

the City

of Mar d

el Plata

ordered the SCI to suspen

d the application of Reso

lution No. 50/10 wit

h respect to all cabl

e television

licensees

represented

by

the

Argentin

e

Cable

Television

Association

("ATV

C",

for

its

Spanish

acronym).

Upon

being

served

on

the

SCI

and

the

Mi

nistry

of

Economy

on

September

1

2, 2

011, such

decision became

fully

effective. The

National G

overnment

filed a

n appeal a

gainst

the decisio

n issued

by the Federal Court of App

eals of Mar del Plata to hav

e the case brought b

efore the Supreme Court.

Such

appeal

was

dismissed.

The

National

Govern

ment

filed

a

d

irect a

ppeal

with

the

Supreme

Court,

which has also been

dismissed.

CABLEVISIÓN HOLDING

S.A.

-

86

-

Notwithstanding th

e foreg

oing, betwee

n March 20

11 and Oc

tober 2014, s

everal res

olutions based

on

Resolution No. 50/1

0 were pub

lished in the Offici

al Gazette, which

regulated the p

rices to be char

ged

by

Cablevisión

to

its

c

ustomers

for

the

b

asic

cable

t

elevision

service.

T

he

C

o

mpany

f

iled

appeals

against

these

resolutions

and

th

eir

enforcement

was

suspended

pursuant

to

the

above

-

mentioned

injunction. Notwithstanding the foregoing, ea

ch Resolution had an

effective term of be

tween

three and

six months. The last

one expired in Oct

ober 2014.

In

September 20

14, the

Supreme

C

ourt

of

Argentina rendered

a

dec

ision

in

re

"Municipality of

Berazategui

v.

Ca

blevisión" and

or

dered

that the

c

ases related

to these

resolutions continue

under

the

jurisdiction

of

the

Federal

Court

of

Appeals

of

Mar

del

Plata

that

had

issued

the

decision

on

the

collective

acti

on

in

favor

of

ATVC.

C

urrently,

a

ll

the

claims

rel

ated

to

this

matt

er

are

pending

be

fore

the Federal Courts

of Mar del Plata.

In April

2019, La

Capital

Cable

S.A. was

served

notice of

the d

e

cision

rendered

by

Federal Court

No.

2 of

Mar del

Plata, w

hereby said

court decl

ared the

uncons

titutionality of

certain a

rticles of

the

law on

which the S

CI ground

ed Resolution

No. 5

0/10 as

well as

the subseq

uent resolution

s. The

declaration

of

unconstit

utionality

entails

that

these

resolutions

are

not

appl

icable

to

La

Ca

pital

C

able

a

nd

the

companies

repres

ented

by

ATVC.

H

owever,

the

Nationa

l

Government

filed

an

appeal

ag

ainst

said

resolution.

On Dec

ember

26,

2019,

the

Federal

Court

of

Appeals

of

Mar

del

P

lata

rejec

ted t

he griev

ances

of t

he

National

Government

an

d

confirmed

the

decis

ion

rendered

by

the

court

of

first

inst

ance,

which

declare

d

the unco

nstitutionality

of th

e artic

les of

the

law

that

were

the basis

for

the

issuance

of

SCI

Resolution

No.

50/10 and

subsequent

resolutions. The

National

G

overnment

and

the

EN

ACOM

,

res

pectively,

filed

direct appeals that,

even though ad

mitted, are still pe

nding before t

he Supreme C

ourt of Argentina

.

Telecom,

with

t

he

ass

istance

of

i

ts

legal

advisors,

is

evaluating

the

poten

tial

impacts

in

light

of

those

developments.

Notwithsta

nding

the

foregoing,

it

believ

es

that, c

onsidering

the

case

law,

it

has

strong

grounds for the favora

ble resolution of this

lawsuit.

i)

CNV Resolution No. 16,

765

In

March

201

2,

CNV

issued

Reso

lution

No.

16

,765

whereby

it

order

ed

the

i

nitiation

of

s

ummary

proceedings

against

Cablevisión,

its

directors

and

members

of

the

Supervisory

Committee

for

a

n

alleged

fa

ilure

to

co

mply

with

t

he

duty

to

inform.

The

CNV

considers

that

this

deprived

the

investor

community

of

its

right

to

become

fully

aware

of

the

Decision

rendered

by

the

Supreme

Court

of

Argentina

in

re

"Applicatio

n

for

judicial review

brought by

the National

Govern

ment

Ministry of

Economy

and

Product

ion

of

the

c

ase

Multicanal

S.A.

an

d

other

v

/CONADECO

Decree

N

o.

5

27/05”

and other

(this

case

has

concl

uded

to

dat

e),

an

d

a

lso

consi

ders

th

at

Cab

levisión

had

not

disclosed

certain

issues

t

he

informati

on

required

by

the

C

NV

in

c

onnection

w

ith

its

Class

1

and

2

Noteh

olders'

Extraordinary Meet

ings held on April 23,

2010.

In

April

2012,

C

ablevisión

f

iled

a

response

petitioning

that

its

defenses

be

sustained

a

nd

a

ll

charges

dismissed.

The

d

iscovery

s

tage

has

been

closed

a

nd

the

compa

ny

submitted

t

he

legal

bri

ef.

The

file

was submitted to the

Legal area.

Telecom

and

its

legal

advisors

believe

that

the

company

has

strong

arguments

in

its

favor.

Nevertheless, Cablev

isión cannot as

sure the outcome

of the said summary proc

eedings.

CABLEVISIÓN HOLDING

S.A.

-

87

-

j)

CNV Resolution No. 17,

769

In

Aug

ust

2

015,

C

ablevisión

was

served

notice

of

Resolutio

n

No.

17,769

dat

ed

August

1

3,

20

15

whereby the

CNV ord

ered the

initiation

of summary

proc

eedings aga

inst Cablevisión

and its

directors,

members

of

t

he

Superv

isory

Committee

and

t

he

Head

of

Mark

et

Re

lations

for

a

n

allege

d

delay

in

the

submission of the required docume

ntation regarding the registrat

ion with the IGJ of the appointment of

the

officers

a

pproved

at

the

Ordinary

General

Shareh

olders’

Meeting

of

C

ablevisión

he

ld

on

Apri

l

30,

2000 and the updat

e of the registered off

ice in the Financ

ial Information Highw

ay.

In

J

anuary

2016,

the

prelimi

nary

hearing

was

held

purs

uant

to Article

138 of

Law

No. 26,831

and

Article

8, Subsection b.1. of

Section II, Chap

ter II, Title III of th

e Regulations (TR 20

13

).

Telecom

and

its

legal

advisors

believe

that

the

company

has

strong

arguments

in

its

favor.

Nevertheless, Cablev

isión cannot as

sure the outcome

of the said summary proc

eedings.

k)

Additional

Rate

for

the

T

ax

on

Commercial,

Indu

strial or

Serv

ice

Rev

enues or

“

IRACIS"

In April 2017, a su

bsidiary of Ca

blevisión received

a notification from

the Under

-Secretary

of State for

Taxation

of

the

Treasury of

the

Republic of

Paraguay, whereby

th

at

subsidiary was

informed that

it

had

failed to determine the additional IRACIS rate on the accumulated

results of

the

companies merged in

2014.

The

Telec

om's

s

ubsidiary

considers

that

it

has

solid

a

rguments

to

supp

ort

its

position.

However,

the final outcome of

this claim cannot be

assured to date.

3.

Remote Contingenc

ies

The

Group

faces

other legal,

fiscal and

regu

latory proceedings

consider

ed

norma

l in

t

he development

of its

activities.

The

Company’s

Management

and

its

legal

advisors

estimate

that

these

will

n

ot

generat

e

an

adverse impact on their fina

ncial position and the result

of its operations, or its liquidity. In accord

ance with

IAS

37

prov

isions,

it

has

not

set

up

a

provision

or

d

isclosed

additional

in

formation

in

a

note

in

connection

with the resolution of

these matters.

4.

Active Contingenc

ies

“AFA Plus Pro

ject” Claim

On July 20,

2012,

Telecom

entered into

an agreem

ent with t

he

Argentine Footba

ll Association

(“AFA”),

for

the

provision

of

serv

ices

for

a

sys

tem

called

“Argentine

F

ootball

System

Adm

inistration”

(“AFA

P

lus

Project”)

the

secur

e

access

to

first

div

ision

footba

ll

s

tadiums

wh

ereby

Telecom

Argentina

would

prov

ide

the

infrastruc

ture

and

sys

tems

to

enable

AFA

to

manage

the

af

orementioned

project.

The

rec

overy

of

investments and

expenses

incurred by

Telecom

Argentina and i

ts profit

margin wo

uld come from

charging

AFA

a reference

price of

20% of

th

e

"

popular" ticket

pr

ice pe

r

fo

otball

fan who

attended stadiums

during the

term

of

the

agr

eement,

s

o

the

recoverabili

ty

of

T

elecom’s

assets

rel

ated

to

the

P

roject

depend

ed

on

AFA

implementing the “AF

A Plus Project

”.

From

2012

and

in

complia

nce

with

its

co

ntractual

o

bligations,

Telecom

made

i

nvestments

a

nd

incurred

expenses

amou

nting

to

$

182

million

(state

d

at

the

rate

pr

evailing

o

n

the

tra

nsaction

date),

a

port

ion

of

which are inc

luded in P

P&E for the

provision a

nd

installation of

equipment an

d the

execution of c

ivil works

for

improving

th

e

football

s

tadiums,

registrat

ion

center

equipment,

inve

ntories

and

m

aterial

storage

and

incurred other expenses

directly assoc

iated with AFA

Plus Project.

For

several

spec

ific

rea

sons

relating

to the

Project itself,

the football

env

ironment

and the

country

’s

context,

the AFA

Plus system

was not implemented by

AF

A, not

even partially.

Accord

ingly, Telecom Argentina

h

as

not

been

able

to

begin

col

lecting

t

he

agreed

price.

Finally,

throu

ghout

the

agree

ment,

Teleco

m

Arge

ntina

received no compens

ation from AFA for the serv

ices rendere

d and the work perfor

med.

CABLEVISIÓN HOLDING

S.A.

-

88

-

In

September 2014, A

FA

no

tified Telecom of

its decision to

ter

minate

the agreement

with Telecom

Argentina,

m

odifying

the

AFA

P

lus

Project,

and

also

informe

d

th

at

it

will

assume

the

payment

of

the

investments

and

expenditures

incurred

by

Telecom.

Accordin

gly,

n

egotiations

between

the

parties

have

started.

In

February

2015,

AFA

made

a

proposal

to

compens

ate

the

i

nvestments

and

exp

end

itures

incurred

by

Telecom through

a

dvertising barter

trans

actions exclusively

r

elated to

th

e

AFA Plus Project

(or the

one that

replaces

th

is

Project

in

the

future),

in

the

a

mount

of

U

S$

12.5

million.

The

pro

posal

considered

that

if

the

advertising

compensa

tion

was not

realized i

n one

year, AFA

would pay

to

Telec

om

the

agreed amount.

The

Company a

nalyzed t

he qua

lity of

the

assets of

fered by

AFA

in i

ts offer

of a

dvertising s

paces,

and reject

ed

the

of

fer

as

insuffic

ient.

Ne

w

negotiations were

conduc

ted

in 2015

t

o

improve the

mention

ed

offer

(requiring

a

comb

ination

of

cash

pay

ments

and

advertising)

but

a

satisfactory

agre

ement

was

not

reached.

Subsequently, negotiati

ons were suspe

nded due to int

ernal affairs of AFA.

In October 2015,

Telecom f

ormally deman

ded that

AFA pay the a

mounts due (

$

179.2 million plus

interest

from

its

impleme

ntation).

AFA

rejecte

d

the

claim

but

agreed

to

resume

th

e

ne

gotiation

of

a

se

ttlement

agreement. negotiatio

ns were subseq

uently suspended by

the AFA due to its

electoral proces

s.

In

January

2016,

both

p

arties

resumed

conciliatory

negotiations,

w

hile

Telecom

rese

rved

its

right

to

exercise

legal claims for amounts

due.

In

June

2016

the

Company

initiated

a

mand

atory

pre

-

judicial

m

ediation

pr

ocedure.

The

firs

t

hearin

g,

he

ld

on

July 12, 2016, was at

tended by both part

ies. A second he

aring was held o

n August 3, 2016, a

nd a third

and last hearing was he

ld on August 2

3, 2016, resulting in no

agreement betwe

en the parties.

Telecom

initiated a

new pre-judicial mediation

procedure which

was

finished wi

thout agreement.

O

n

December

19,

2

018,

Te

lecom

bro

ught

a

c

laim

ag

ainst

A

FA

for

$ 35

3,477,49

5

Argentine

pesos, plus

interest

and court costs.

At this time, the judge

has ordered discov

ery proceedings.

Telecom’s

Management,

with

the

assis

tance

of

its

external

advisor,

believes

that

the

compa

ny

has

solid

legal

arguments

to

supp

ort

its

claim

and

is

eva

luating

the

necessary

actions

to

recover

the

investm

ents

made and expenses i

ncurred.

We

note

that,

to

the

s

ole

effect

of

complying

w

ith

effec

tive

ac

counting

sta

ndards,

Telecom

r

ecorded

a

provision

derived

from

th

e

uncertainties

t

he

recoverable

val

ue

of

the

ass

ets

the

AFA

Plus Project

and in

no way implies

t

hat Telecom has

waived or limited

its rights as

a genuine

creditor

u

nder

the AFA Project agr

eement.

NOTE 21

–

PURCH

ASE COMMITM

ENTS

As of Dec

ember

31, 2021,

there wer

e outstand

ing purc

hase commit

ments wit

h local a

nd foreign

providers

for

ap

proximately

$

125,

124

million

(of

w

hich

$

26,758

mi

llion

c

orresponded

to

PP&E

acquisition

commitments).

CABLEVISIÓN HOLDING

S.A.

-

89

-

NOTA 22

–

EQUIT

Y

22.1

–

Cablevi

sión Holding

The

C

ompany's

capital

st

ock

as

of

May

1,

2017,

the

date

on

which

it

starte

d

its

op

erations,

was

set

at

$ 180,642,580

Argentine pesos

, represented by:

-

47,753,621

Cl

ass

A

co

mmon,

r

egistered,

non

-

endorsable

shares,

with

no

minal

value

of

$

1

each

and entitled to five votes p

er share.

-

117,077,867

Class

B

book-

entry

comm

on

shares,

with

nominal

val

ue

of

$

1

each

and

entitl

ed

to

one vote per share.

-

15,811,092

Class

C

comm

on,

reg

istered,

non

-endorsable

shares,

with

nominal

valu

e

of

$

1

e

ach

and entitled to one vote

per share.

On

Marc

h

21,

2017,

t

he

C

ompany

made

a

f

iling

with

the

CN

V

in

order

t

o

r

equest

admission

to

the

public

offering

regime.

On

May

29,

2017,

the

Compa

ny

requested

the

BCBA

the

listing

of

its

Class

B

common

shares.

On August 10,

2017, the C

NV approv

ed the pros

pec

tus for adm

ission to the

public offer

ing regime f

iled by

Cablevisión

Ho

lding

and,

c

onsequently,

the

Company

fulfilled

the

conditions

det

ailed

in

CNV

Resolution

No.

18,818.

On

August

11,

2017,

the

BCBA

notified

t

he

Co

mpany

of

its

adm

ission

to

the

public

offering

regime.

Having obtai

ned all of

the r

equired re

gulatory au

thorizations

to complete

the sp

in

-

off process

approved

on

September

28,

2016

by

the

shareholders

of

Grupo

C

larín

S.A., o

n A

ugust 3

0, 2

017,

Grupo

Clarín

and

the

Company

exchanged

the

shares

of

Grupo

C

larín

S

.A.

purs

uant

to

th

e

exch

ange

ratio

approved

by

Gru

po

Clarín's sharehol

ders at the

time of

approval of

the spi

n

-off process.

As a r

esult of the

exchange of

shares

and

paym

ent

of

fractio

ns

in cash,

the

Co

mpany

held

1,578

tre

asury

shares.

D

ur

ing 2020,

the

C

ompany

sold

all

those

shares,

and

does

not

have

any

treasury

shares

as

of

the

date

of

t

hese

consolidated

f

inancial

statements.

On

Sept

ember

26,

2017,

t

he

Company's

Board

of

Directors

approved,

pursuant

to

Article

f

ive

of

the

By

-

Laws,

th

e

c

onversion

requ

est

s

ubmitted

by

th

e

s

hareholder

GS

U

nidos

LLC

of

4,028,215

Class

C

non

-

endorsable,

reg

istered

com

mon

shares

with

no

minal

value

of

$

1

each

and

en

titled

to

one

vote

per

shar

e

for the same number of Class B book-entr

y, common shares with nomina

l value of $ 1 each and entitled to

one

vote

per

share.

Pursuant

to

the

By

-La

ws,

the

Compa

ny

informed

the

CN

V

and

the

BCBA

of

the

conversion

and:

(i)

on

O

ctober

5,

2017,

the

CNV

authorized,

t

hrough

Resolut

ion

No.

DI

20178

APN

-

GE

#CNV, the

public

transfer by

way of c

onversion of

4,02

8,215 Clas

s C

non-

endorsable, r

egistered co

mmon

shares

and,

(

ii)

on

Oc

tober

6,

2017,

the

BCB

A

informed

the

Company

of

the

tra

nsfer

of

th

e

a

uthorization

for the

listing

of

4,028,215

non

-endorsable

register

ed

common

shares

w

ith

nomin

al va

lue

of $

1 e

ach

and

entitled

to

one

vote

p

er

share

f

or

the

s

ame

nu

mber

of

Cl

ass

B

b

ook

-

entry,

com

mon

shares

with

nomin

al

value of $ 1 each and e

ntitled to one vote

per share.

On

February

16,

20

18,

the

United

Kingdom

Listing

Authority

(“UKLA”)

approv

ed

the

prospectus

relate

d

to

the listing of

the Com

pany's Class B shares in the form of

global

depositary shares (GDSs) to be traded on

the

London

Stock

Exchange.

T

hose

GDSs

were

admitted

to

the

off

icial

list

of

th

e

UKL

A

on

Fe

bruary

21,

2018.

The

Company'

s

capital

stoc

k

as

of

Dec

ember

31,

2021

is

of

$

180,

642,580

Argentine

pesos

and

is

represented by:

-

47,753,621

Cl

ass

A

co

mmon,

r

egistered,

non

-

endorsable

shares,

with

no

minal

value

o

f

$

1

eac

h

and entitled to five votes p

er share.

CABLEVISIÓN HOLDING

S.A.

-

90

-

121,106,082

Class

B

book-

entry

comm

on

shares,

with

nominal

val

ue

of

$

1

each

and

entitl

ed

to

one vote per share.

-

11,782,877

Class

C

comm

on,

reg

istered,

non

-endorsable

shares,

with

nominal

valu

e

of

$

1

e

ach

and entitled to one vote

per share.

22.2

–

Telecom A

rgentina

The breakdown of

equity is as follows:

December 31,

2021

2020

Attributable to

the Controlling Com

pany

541,423

577,285

Attributable to Non-

Controlling Sh

areholders

8,572

9,659

Total Shareholders

’ Equity

549,995

586,944

(a)

Capital Stock

As of

December

31,

2021

and 2020,

the

total ca

pital s

tock

of Telecom

Argent

ina am

ounted

to

$

2,153,688,011,

represe

nted

by

the

sam

e

number

of

c

ommon

book

-entry

shares

with

nomina

l v

alue

of

$

1

each.

As of the

date of

these c

onsolidated fi

nancial statem

ent

s,

the CNV

has authoriz

ed the p

ublic offerin

g of a

ll

the shares of Teleco

m Argentina.

Class B

Shares are listed and traded

on the leading

compan

ies panel of

the Buenos Aires Stock

Exchange

and the

American D

epositary

Shares (AD

S), each

r

epresenting

5 Cl

ass “B”

shares

of Telecom, are

trad

ed

on the NYSE under t

he ticker symbol T

EO.

(b)

Decisions of the Sharehol

ders of Telecom

at the Ordinary and

Extraordinary

Shareholders' Meetin

g

At

the

O

rdinary

and

Extraordinary

Sharehol

ders’

Meeting

held

on

A

pril

28,

2021,

the

shareho

lders

of

Telecom decided, amon

g other things:

I.

To appr

ove the Annual Rep

ort and financ

ial statements of Te

lecom as of Decembe

r 31, 2020;

II.

To approve

the Board

of

D

irectors’ proposal

sta

ted

in constant

currency as

of

March 31,

2021 using

the

National

Consumer

Price

Index

(National

IPC,

for

its

Spanish

acronym)

purs

uant

to

CNV

Res

olution

No.

777/18.

Th

e

Board

pro

posed:

i)

to

absorb

the

acc

umulated

defic

it

as

of

Dec

ember

31,

202

0

of

$

6,455,431,747

(

$

8

,626

million

in

co

nstant

currency

as

of

December

31

,

2021)

through

t

he “

Voluntary

reserve

to

maintain

the

Company's

l

evel

of c

apital

expenditur

es and

its

curr

ent s

olvency

level”;

and

ii)

to

recl

assify

$

13,7

76,401,012

($

17,

688

m

illion

in

constant

curr

ency

as

of

Dec

ember

31,

2021)

from

the “Voluntary reserve to

maintain the Company's level of capital

expend

itures and its

current solvency

level” and appropriate

it to the “Merger S

urplus”.

(c)

Share Ownership

Plan ("PPP", for its Sp

anish acronym)

Under

the

PPP

(an

employ

ee

share

ownership

program

sponsore

d

by

the

Argen

tine

governm

ent)

established by

the Argentine

Govern

ment, in

Dece

mber

1992, the

Argentine

Gover

nment

transferr

ed

to the

employees that fell within the PPP (employees of the former ENTel, Startel

an

d Telintar and employees of

the

form

er

Comp

añía

Argentina

de

Teléf

onos

tha

t

ha

d

been

transferred

to

Telecom)

10%

of

th

e

capita

l

stock

of

T

elecom,

then

re

presented

by

98,438,098

C

lass

“C”

shares.

Decree

No.

1,623/99

authorize

d

the

early avai

lability of

PPP

s

hares, b

ut

excluded

from s

aid availab

ility the

shares

held

by the

PP

P Guarant

ee

and

R

epurchase

Fund,

which

were

subject

to

an

injunction.

In

March

2000,

at

the

Shareholders’

Meeting

CABLEVISIÓN HOLDING

S.A.

-

91

-

of

Telecom,

the

shareh

olders

approved

th

e

conversion

of

52,505,360

Class

“C”

shar

es

into

Class

“B”

shares

(these

shares

didn’t

belon

g

to

the

Guarantee

and

Repurchase

Fund),

most

of

wh

ich

were

sold

in

a

secondary public offerin

g in May 2000.

At

the

request

of

the

PPP

Executive

Comm

ittee,

at

the

S

hareholders’

Meeting

of

Telecom

Argent

ina

held

on

April

27,

2006,

the

shareholders

approved

the

delegat

ion

on

the

Board

of

Directors

of

the

power

to

decide

on

the

additiona

l

c

onversion

of

up

to

41,339,464

Class

“C”

shares

into

Class

“B”

shares.

The

delegation

of

powers

on

the

Board

of

D

irectors

to

dec

ide

on

the

conversi

on

of

the

shares

did

not

include

4,593,274

Class

“C”

shares

of the

Guara

ntee

and

Repurchase

Fund

that

fell

within

an

injunction

issued

in

re "Garcías de Vicchi, Amerinda y otros c/ Sindicaci

ón de Accionistas Clase C de

l Pr

ograma de Propiedad

Participada s/n

ulidad de

acto jurídico”

(herein

after, Ga

rcías de

Vicchi). W

ith respe

ct to suc

h shares, at

the

Shareholders’

Meeting,

the shareholders

stated

that there

were

l

egal

restr

ictions

to ap

prove said

delegation

of powers

for the

ir convers

ion into C

lass “B”

shares. A

s of Dec

ember 31,

2011, s

aid 41,339,

464 Class

"C"

shares had been convert

ed into Class

"B” shares in elev

en tranches.

Since th

e

injunction

issued

in re

Garcías

de

Vicchi

was

rev

oked, t

he

Board

of

Dire

ctors

of

Telecom

c

alled

an

O

rdinary

and

Extraordi

nary

General

Share

holders’

Meeting

and

a

S

pecial

Shareho

lders’

M

eeting

of

Class

“C”

Shares,

which

were

held

on

Decemb

er

15,

2011,

at

which

the

shareholders

approved

the

delegation

of

powers

on

the

Board

of

Directors

for

the

conv

ersion,

in

one

or

more

tranches,

of

up

to

4,593,274 Class “C”

Shares into C

lass “B” Shar

es. As of Decemb

er 31, 2021, 4,

486,540 Class “C”

Shares

were converted into Cl

ass “B” Shares i

n 13 tranches.

As

of

the

da

te

of

t

hese

c

onsolidated

financi

al

st

atem

ents,

106,

734

Class

“C”

shares

have

not

yet

been

converted.

(d)

Capital Markets

Law

–

Law No. 26

,831, as amend

ed

On

December

28,

2012,

Capit

al

Markets

Law

No.

26,831

was

published

i

n

the

Official

Gaz

ette.

This

law

eliminated the self-regulation of the capital market, granted

new powers to the CNV, and

repealed Law No.

17,811 and

Decree No. 677/01,

among other

regulatio

ns. Law

No. 26,831 became eff

ective on

January 28,

2013. As from its effect

ive date, the Publ

ic Tender Offer regi

m

e applies to all l

isted companies.

Productive Financing

Law

On

May

11,

2018,

Prod

uctive

Financing

Law

N

o.

27,440

w

as

published

in

the

Of

ficial

G

azette.

This

law

introduced several amend

ments to the Capital Market

s Law No. 26,831 regarding

the extent of t

he powers

of

th

e

CNV;

the exercise

of preemptive

r

ights

on shares

offere

d

through public

offer

ing i

n the

case of

cap

ital

increases;

pr

ivate

placements;

public

te

nder

offers;

the

jurisdiction

of

th

e

feder

al

co

mmercial

c

ourts

of

appeals to review th

e resolutions

issued or sanctions

imposed by the CN

V, amon

g other amendme

nts.

With respect to public tender offers, under the previous

regime, the offeror was obliged to formulate a “fair”

price

to

be

set by

weighin

g

the

results of

different company

valuation methods, with

a

m

inimum

floor related

to

th

e

aver

age

market

price

for

the

six

-mont

h

period

immediately

prece

ding

the

date

of

the

agreement.

Pursuant

to

the

ame

ndments

introduced

by

Law

No.

27,44

0

to

the

Capital

Market

s

Law,

the

obligatio

n

is

objective

a

nd

co

nsists

in

offering

the

higher

of

two

exis

ting

prices

:

th

e

pr

ice

p

aid

or

agreed

by

t

he

offeror

during the 12 months immediately preceding the first day of the public tender offer period, and the average

price

of

the

sec

urities

sub

ject

to

the

offer

during

the

semester

immediately

prec

eding

the

date

o

f

the

announcement of the tra

nsaction under wh

ich the change of control

is agreed upon.

On

Dece

mber

28,

2018,

General

R

esolution

No.

7

79/18,

whereby

the

CNV

established

the

regu

latory

framework applica

ble to public t

ender offers, was

published in the Off

icial Gazette

.

CABLEVISIÓN HOLDING

S.A.

-

92

-

(e)

Acquisition of Trea

sury Shares

At

a

meeting

held

on

May

22,

2013,

the

Board

of

D

irectors

approved

a

Program

for

the

Acquisition

of

Treasury Shares of

Teleco

m in

the market in

Argent

ine pesos

(the “Treasury Shares Acquisition Program”)

so

as

to

avo

id

any

possib

le

damages

to

Telecom

and

its

shareh

olders

derived

from

fluctuations

and

imbalances between th

e price of th

e shares and Telec

om’s solvency.

Within

the

framework

of

t

hat

Program

,

Telec

om

acquired,

between

May

28

and

Nov

ember

0

5,

2

013,

15,221,373 treasury

shares.

Pursuant

to

article

67

of

Ca

pital

Markets

Law

No.

26,831,

Teleco

m

had

to

sell

its

treas

ury

shares

within

a

maximum

term

of

three

years

as

from

the

date

of

acquisition,

un

less

the

shareh

olders

decided

to

extend

said term.

Pursuant to

Section 2

21 of

the LGS,

th

e rights

of treasury

shares shall

be sus

pended unt

il such

shares are sold, an

d such shares s

hall not be consi

dered to d

etermine the quoru

m or the majori

ty of votes

at

Shareholders’

Meet

ings.

There

were

no

restriction

s

regarding

Retaine

d

Earnings

because

a

specif

ic

reserve was set up to t

his end under the nam

e “Voluntary

Reserve for Capital

Investments.”

At the General Ordinary and Extraordinary Shareholders

’ Meeting held on April 29, 2016, the

shareho

lders

of Telecom approved an ex

tension of the term f

or the sale of treasury

stock for 3 additional years purs

uant

to article 67 of Law No.

26,831.

Pursuant

to

Article

67

of

Law

No.

26,83

1,

between

May

28,

2019

and

November

0

5,

2019,

Tel

ecom

Argentina in

three tranches

statutori

ly reduced

its capit

al stock

by a

total nom

inal amou

nt of

$ 15,221,37

3,

through the full

cancel

lation of 15

,221

,373 Class “B” common shares

of Telecom, with nominal value of

$ 1

each

and

entitled

to

1

vot

e

per

share,

held

as

treasury

stock.

A

ll

the

tranches

of

the

statutory

c

apital

re

duction were duly registe

red with the IGJ.

As

a

consequ

ence

of

the

equity

r

eduction

menti

oned

in

th

e

Telecom

recogn

ized

in

2019

a

dec

rease

in

its

tr

easury

stock

of

$

15

million,

a

decrease

in

the

C

ompre

hensive

Adjustment

of

$

1,976

million

a

nd

a

decrea

se

in

the

C

ost

of

treasury

stock

of

$

5,674

mi

llion

with

an

offsetting

entry

in

Accumulated Results of

$ 3

,683 million.

As of the date of these con

solidated financ

ial statements, Telec

om does not have any tre

asury stock

.

(f)

Law No. 27,260

“H

istoric Reparation

for Retirees and Pens

i

oners”

On J

uly 22,

2016,

Law

No.

27,260

“Histor

ic Repara

tion

for

Retirees

and

Pensioners

”

was published

in

the

Official

Gazette.

Article

35

of

said

law

repealed

Law

No.

27,1

81

on

the

“Decla

ration

of

pub

lic

i

nte

rest

concerning

the

protection

of

the

National

Governme

nt’s

equity

interests

that

make

up

t

he

i

nvestment

portfolio

of

th

e

G

uaranty

Fund

of

the

Argent

ine

In

tegrated

Social

Security

Sys

tem

(“FGS”,

for

its

Spanish

acronym). Moreover,

Article 30 of Law No.

27,260

provides that the transfer

of shares

of

national

corporations

authorized

by

the

CNV

for

public

offering

and

owned

by

the

FGS

is

forbidden

without

prior

express

authorization

of

the

Nati

onal

Congress

when,

as

a

consequenc

e

of

s

uch

a

transfer,

the

aggregate

participat

ion

of

all

shares

own

ed

by

the

FGS

wou

ld

fall

below

7%

FG

S’s

total

assets,

ex

cept

in

the

following

cases:

“1.public

te

nder

offers

addressed

to

a

ll

holders

o

f

those

assets

and

at

an

equitab

le

price

authorized

by

the

CNV pursuant

to

the provisions

of

Chapters

II,

III, and

IV, Title

III of

Law No.

26,831.

2. Exchanges

of shares

for other

shares of

the sam

e or

another c

ompany in t

he context

of a m

erger, sp

in

-

off or corporate reorga

nization proc

esses.”

CABLEVISIÓN HOLDING

S.A.

-

93

-

(g)

Decree No. 894/16

: corporate,

political and ec

onomic rights to be

exercised by

ANSES

On

July

28,

20

16,

Decree

No.

8

94/16

was

pub

lished

in

the

Official

Gaz

ette,

whereby

the

G

overnment

provided

that

the

corporate

,

political,

a

nd

economic

r

ights

pertaining

to

t

he

shares

of

compani

es

that

are

part of

FGS’

investm

ent po

rtfolio

shall be

exercise

d

by

Argentina's

National

Social

Security

Administrat

ion

(“ANSES”,

for

its

Spanish

acronym),

and

not

by

the

Secretariat

of

Economic

Policy

and

Development

Pl

anning.

NOTE 23

–

FINANCIAL

INSTRUM

ENTS

a) Categories of financ

ial assets and liabilit

ies.

The following

tables

show, for

financial ass

ets and

liabilities

recorded as

of Dec

ember 3

1, 2021 a

nd 2020,

the

supple

mentary

disclosures

on

financial

instru

ments

required

by

IFR

S

7

and

the

d

etail

of

gains

and

losses by category of f

inancial instrument

established by

IFRS 9.

Fair Value

As of December

31, 2021

Amortized cost

accounted

through profit

or loss

accounted

through other

comprehensive

Income

Total

Assets

Cash and Ca

sh Equivalents

17,574

3,325

-

20,899

Investments

-

11,708

-

11,708

Trade Recei

vables

22,626

-

22,626

Other Receivable

s (1)

2,207

1,915

-

4,122

Total

42,407

16,948

-

59,355

Liabilities

Accounts Payable

50,345

-

50,345

Financial Debt

266,736

88

97

266,921

Lease Liabilitie

s

18,916

-

18,916

Other Liabilities an

d Dividends Payable (

1)

1,047

-

1,047

Total

337,044

88

97

337,229

Fair Value

As of December

31, 2020

Amortized cost

accounted

through profit

or loss

accounted

through other

comprehensive

Income

Total

Assets

Cash and Ca

sh Equivalents

13,412

16,832

-

30,244

Investments

258

7,734

-

7,992

Trade Recei

vables

28,701

-

28,701

Other Receivable

s (1)

2,787

2,074

-

4,861

Total

45,158

26,640

-

71,798

Liabilities

Accounts Payable

63,109

-

63,109

Financial Debt

301,389

257

539

302,185

Lease Liabilitie

s

15,550

-

15,550

Other Liabilities an

d Dividends Payable (

1)

849

-

849

Total

380,897

257

539

381,693

(1) Includes only fi

nancial assets

and liabilities th

at are within the

scope of IFRS

7.

Financial Income and

Expense by Categor

y

–

year 2021

Net Income

(expense)

Of which

interest

Financial assets a

t amortized cos

t

5,701

1,314

Financial liabilitie

s at amortized co

st

26,426

(22,134)

Financial assets a

t fair value throu

gh profit or loss

1,629

94

Financial liabilitie

s at fair value thr

ough profit or loss

(2,823)

-

Total

30,933

(20,726)

CABLEVISIÓN HOLDING

S.A.

-

94

-

Financial Income and

Expense by

Category

–

year 2020

Net Income

(expense)

Of which

interest

Financial assets a

t amortized cos

t

16,419

2,027

Financial liabilitie

s at amortized co

st

(49,141)

(29,302)

Financial assets a

t fair value throu

gh profit or loss

530

586

Financial liabilitie

s at fair value thr

ough profit or loss

(2,243)

-

Total

(34,435)

(26,689)

b)

Fair value hierarchy

and other disclo

sures

IFRS

13

estab

lishes

a

hierar

chy

of

fair value,

based

on the

information

used

to

measure

the

financial

assets

and

liabilities

and

also

e

stablishes

diff

erent

val

uation

t

echniques.

According

to

IFRS

13,

valuation

techniques used to m

easure fair value s

hall maximize the use

of observable

inputs.

Th

e measurement at fair va

lue of the financia

l instruments of

the Grou

p is classified acc

ording to the three

levels set out in IFRS

13.

-

Level

1:

Fair

value

determined

by

quoted

prices

(unadjus

ted)

in

active

markets

for

identical

assets

or

liabilities.

-

Level

2:

Fair

v

alue

determi

ned

based

on

inputs

other

than

quoted

prices

included

wit

hin

Level

1

that

are

observ

able

for

the

asset

or

liabil

ity,

either

directly

(i.e.

as

prices)

or

indirectly

(i.e.

derived

from

prices).

-

Level 3:

Fair value de

termin

ed

by unobservable inputs where the

r

eporting entity i

s

required to develop

its own assumptions an

d premises.

Financial

assets

and

liabilities

meas

ured

at

fair

v

alue

as

of

Dec

ember

31,

20

21

and

2020,

their

inputs,

valuation techniques a

nd the level of h

ierarchy are listed be

low:

Mutual

Funds:

included

in

the

item

Cash

and

Cash

Equivalents

,

Inv

estments

and

Other

Receivables

(Guarantee of Financia

l Trans

actions). The Company

and its subsidiari

es hold mutual fun

ds in the amount

of

$

3,2

13

million

and

$

13,387

mi

llion

as

o

f

Decemb

er

31,

202

1

and

2020,

resp

ectively.

Th

e

fair

val

ue

is

based

on

informatio

n

obtained

from

active

mark

ets,

measuring

eac

h

share

at

qu

oted

market

prices

as

of

each year-end; t

herefore, its

valuation is classified as

Level 1.

Government

Notes

and

Bond

s:

Included

in

the

ite

m

Cash

a

nd

Cash

Equivalent

s

and

Inv

estments.

The

Company

and

its

subsidiar

ies

h

old

government

notes

and

bo

nds

in

the

amount

of

$

11,

624

million

and

$

2

3,976

million

as

of

December

31,

2021

and

2020,

r

espectively.

The

fair

value

is

b

ased

on

informatio

n

obtained

from

act

ive

mark

ets,

measuring

e

ach

secur

ity

at

qu

oted

mark

et

prices

as

of

each

year

-end;

therefore, its valu

ation is class

ified as Level 1.

Derivative financial inst

ruments (Fo

rward contracts to

purchase US dollars at fixed exchange rates

and

interest

rate

swap)

:

T

he

fair

value

of

the

NDF

c

ontracts

exec

uted

by

th

e

Company

and

its

subs

idiaries,

disclosed in

the chapter “Hedge

Accounting”, was

c

lassified as

Level 2 an

d its

valuation was

determined as

follows:

a)

NDF

for

forward

contracts

to

purc

hase

US

dollars,

corresponds

to

t

he

differenc

e

bet

ween

the

market

price prevailing at ye

ar-end and at t

he time of executio

n of the transactio

n and;

b) NDF

for interest rate

swa

p

correspo

nds to

the present value

of estimated future cash flows

b

ased on

the

observable yield curves

in the market.

During fiscal years ended December 3

1, 2021 and 2020, there were no tra

nsfers between the levels of th

e

fair value hierarc

hy.

CABLEVISIÓN HOLDING

S.A.

-

95

-

According to

IFR

S 7,

co

mpanies are

also

require

d

to disclose

fair

value information about

financial

instruments

r

egardless

of

whether

or

not

they

are

r

ecognized

at

fa

ir

value

in

t

he

s

tatement

of

financi

al

position,

as

long

as

it

is

feasible

t

o

estimate

such

fair

value.

The

f

inancial

instru

ments

discus

sed

in

t

his

section

include, among

others,

cash and

cash

equivalents, investments

at

amortized

cost, accounts

receivable, accounts p

ayable and other

instruments.

Derived fair v

alue es

timates c

annot b

e substa

ntiated b

y compariso

n to

independent

markets a

nd, in

many

cases,

could

not

be

re

alized

in

an

immed

iate

sa

le

of

the

instru

ment.

Also,

because

of

differences

in

methodologies

and

assumptions

used

to

estimate

fair

value,

the

Company’s

fai

r

values

should

not

be

compared to those of o

ther companies.

The methods an

d assumpti

ons used to

estimate

the fair

values of each

class of

financial instrumen

t falling

under the scope of IFRS

13 as of Decemb

er 31, 2021 and

2020 are as follows

:

Cash and Banks

Carrying amounts approx

imate their fair val

ue.

Short-Term

Investments

and

Other

Investments

at

Amortized

Cost

(included

in

Cash

and

c

ash

equivalents)

The

Company

and

its

s

ubsidiaries

consi

der

as

cash

and

cash

equivalents

all

short

-term

and

h

ighly

liquid

investments

that are

re

adily convertible

to

cash,

subj

ect

to

an insignificant

risk

of

changes in

value and

their

original maturity or the rem

aining maturity at the

date of purchase does not ex

ceed three months. Carr

ying

amounts approximate

their fair value.

Current and Non-Curr

ent Investments

Valued at Amorti

zed Cost

As of December 31, 2020, the fair

va

lue of these investments amounted to $ 266 million, with a

boo

k value

of

$

258

million.

For

investments

at

amortize

d

cost,

the

fair

value

is

based

on

information

obtained

from

active

markets,

measuri

ng

each

securi

ty

at

quoted

mark

et

prices;

ther

efore,

its

valuation

is

classified

as

Level 1.

Trade Receivables, N

et

The

book

value

is

conside

red

to

approximate

fair

val

ue

due

to

the

short-term

nature

of

these

accounts

receivable.

N

on-current

trade

receivables

have

been

recognized

at

their

amo

rtization

cost,

using

the

effective interest meth

od and are not sign

ificant. An

allowance was set

up for all doubtfu

l receivables.

Accounts Payable and

Lease Liabilities

The

carr

ying

a

mount

o

f

accounts

payable

and

lease

liabilities

reported

in

the

consolidat

ed

stat

ement

of

financial

position

approxim

ates the

ir

fair val

ue

due to

the

short-term

nature of

these

accounts

payable.

Non

-

current accounts payab

le and lease liabi

lities have been discou

nted.

Financial Debt

Below is a detail of t

he fair value and the c

arrying amount of fi

nancial debt as of D

ecember 31, 2021:

Book Value

Fair Value

Notes

140,605

138,389

Other Financial Deb

t

126,316

116,590

266,921

254,979

CABLEVISIÓN HOLDING

S.A.

-

96

-

Below is a detail of t

he fair value and the c

arrying amount of fi

nancial debt as of D

ecember 31, 2020:

Book Value

Fair Value

Notes

143,843

133,266

Other Financial Deb

t

158,342

148,531

302,185

281,797

The fair value of the loans

was assess

ed as follows:

1.

The

fair

v

alue

of

the

listed

Notes

was

measure

d

at

the

m

arket

price

pu

blished

at

each

year

-en

d.

As

a

result, its valuation c

lassifies

as Level 1.

2.

The

f

air

value

of

the

unl

isted

Notes

was

measure

d

based

on

information

obtained

fro

m

the

most

representative financi

al institutions. As a resu

lt, its valuation class

ifies as Level 2.

3.

The o

ther

loans

were me

asured bas

ed on

discoun

ted

cash fl

ows, us

ing as

reference

the

market

rates

prevailing at year-

end. As a r

esult, their valuation class

ifies as Level 3.

Other receivables,

net (except for ND

F) and other liabi

lities

The carrying amount of other receivables, net and other

liabilities

reported in the consolidated statement of

financial position approx

imates their fair val

ue.

c)

Hedge

Accounting

The

Company

an

d

its

subsidiaries

believe

that

a

hedging

relationship

qual

ifies

under

IFRS

9

for

h

edge

accounting if all of the f

ollowing conditions est

ablished by the ru

le are met:

(a) The hedging relati

onship consists only of

eligible hedging instru

ments and hedged

items;

(b)

At

the

begin

ning

of

the

hedge

r

elationship,

there

is

a

formal

desig

nation

and

docum

entation

of

the

hedging

relationship

and

objec

tive

an

d

strategy

for

risk

management

of

Te

lecom

and

its

subsidiaries

for

undertaking

the

hedge.

That

documentat

ion

sha

ll

include

identification

of

the

hedging

instrume

nt,

the

hedged

item,

the

n

ature

of

the

risk

being

hedged

and

how

t

he

entity

assesses

whether

the

hedging

relationship meets the requirements of hedge effectiveness (including analys

is of

sources

of hedg

e

ineffectiveness and ho

w to determine the he

dge ratio);

and

(c) The hedging relations

hip satisfies th

e following req

uirements of hedge eff

ectiveness:

(i)

there is an economic re

lation between th

e hedged item and the

hedging instrum

ent;

(ii)

the eff

ect of

credit

risk

is

not predo

minant

in res

pect o

f c

hanges of

value

comin

g from

this

economic relation, an

d

(iii)

the cov

erage

ratio

of

the

hedging

relations

hip is

th

e s

am

e

as

that

prov

ided

by

the

amount

of

the

hedged

item

for

which

the

entity

is

really

cover

ing

a

nd

t

he

amount

of

the

hedging

instrument that the ent

ity actually used to cov

er that amount of the

hedged item.

During fiscal yea

rs 2021 and 2020

•

Hedge of LIBOR Fluctu

ations

As of D

ecember 31

, 2020,

Teleco

m recognized

a

liability of

$

696 m

illion incl

uded und

er Financi

al Debt

(

$

679

million

current

and

$

17

million

non

-current).

L

ikewise,

during

20

,

Tel

ecom

recog

nized

loss

es

amounting

to

$

443

million

in

conn

ection

with

th

ese

contrac

ts

which

are

includ

ed

in

Inter

est

on

F

inancial

debt under Financial

Results.

As of Dece

mber 31,

2021,

Telecom recognized

a l

iability of

$ 165

million

included

under Curr

ent Financial

Debt.

Likew

ise,

during this

year, the

Group

recognized losses

amounting to

$ 378 million

i

n

connectio

n

with

these contracts which

are included

in Interest on Financ

ial debt under Financ

ial Results.

CABLEVISIÓN HOLDING

S.A.

-

97

-

•

Hedge of Exchange

Rate Fluctuations

During

th

e

y

ear

ended

December

31,

2

0

20

,

Te

lecom

entered

into

s

everal

NDF

a

greements

to

hedge

the

fluctuation

of the

exchange rate

under its

lo

an

p

ortfolio of

US$ 477

million, fixing

t

he

average exchange

rat

e

at

$

87.54

and

expiri

ng

between

February

2020

and

February

2021.

During

20

20,

Telecom

recognized

losses

these

agr

eements

for

$ 2

,299

million

, which

are

included

in

Exchang

e D

ifferences

under

Financial Results.

During

the

ye

ar

ended

2021,

Telecom

ent

ered

into

NDF

agreements

to

hedge

the

fluctu

ation

of

the

exchange rate under its l

oan portfolio of US

$ 473 m

illion, fixing the av

erage exchange rat

e at $ 102.49 per

US

do

llar,

with

maturities

between

March

2

021

and

September

2022.

Duri

ng

2021,

T

elecom

recognized

losses

these

agr

eements

for

$ 1

,831

million

, which

are

included

in

Exchang

e D

ifference

s

under

Financial

R

esults.

As

of

De

cember

31,

2021,

Telecom

held

NDF

agreements

for

an

aggre

gate

amo

unt

of

US$

89

million,

for

which

it

rec

ognized

liabilities

in

the

a

mount

o

f

$

20

million

incl

uded

u

nder

Curr

ent

Financial Debt.

Offsetting of

financial assets and

liabilities that are

within the scope o

f IFRS 7.

The information requir

ed by the amendment

to IFRS 7

as of December 31,

2021 and 2020 is as fo

llows:

As of Decem

ber 31, 2021

Trade

Receiva

bles

Other

Receiva

bles

Accounts

Payable

Other

Liabilitie

s

Current and no

n-current assets (li

abilities) - Gross value

24,387

4,466

(52,106)

(9,793)

Offsetting

(1,761)

(344)

1,761

344

Current

and Non-Current

Assets

(Liabilities)

–

Bo

ok

value

22,626

4,122

(50,345)

(9,449)

As of Decem

ber 31, 2020

Trade

Receiva

bles

Other

Receiva

bles

Accounts

Payable

Other

Liabilitie

s

Current and no

n-current assets (li

abilities) - Gross value

30,039

2,926

(64,447)

(985)

Offsetting

(1,338)

(136)

1,338

136

Current

and Non-Current

Assets

(Liabilities)

–

Bo

ok

value

28,701

2,790

(63,109)

(849)

The

Group offsets financial assets

and liabilities to

th

e extent

that such

setoff is contractually permitted

and

provided

that the

Gro

up ha

s

the intention

to

make

such

setoff,

in accordance

with requirements established

in

IAS

32.

The

main

financial

ass

ets

and

liabilit

ies

that

are

offset

corr

espond

to

tr

ansactions

with

other

national

an

d

fore

ign

operat

ors

(including

intercon

nection,

internationa

l

settleme

nt

charges

and

Roaming).

Offsetting is a standard practice in the telecommunicati

ons industry at interna

tional level that the Company

and its subsidiaries a

pply regularly. Offset

ting is also applied to trans

actions with age

nts.

NOTE 24

–

REVENU

ES

For the years ended

December

31,

2021

2020

Mobile Services

161,131

171,089

Internet Service

s

90,768

96,954

Cable Television

Services

82,550

89,934

Fixed Telephony

and Data Service

s

58,930

68,825

Other Services

2,318

1,863

Subtotal Service

Revenues

395,697

428,665

Sales of Handset

s

29,796

26,569

Total Revenues

425,493

455,234

CABLEVISIÓN HOLDING

S.A.

-

98

-

NOTE 25

–

OPERATI

NG EXPENSE

S

Operating

expenses

d

isclosed

by

nature

of

expense

amounted

to

$

428,556

m

illion

and

$

424,949

million

for

the

y

ears

ended

Dece

mber

31,

2021

and

2020,

respectively.

The

main

com

ponents

of

the

operati

ng

expenses are the fo

llowing:

For the years ended

December

31,

2021

2020

Employee benefit ex

penses and severance pay

ments

Income (loss)

Salaries, Social Se

curity Payables an

d Bonuses

(83,494)

(82,149)

Severance Pa

yments

(6,518)

(3,751)

Other Labor Cos

ts

(1,876)

(2,420)

(91,888)

(88,320)

Fees for Services

, Maintenance, Mate

rials and Supplies

Maintenance and

Materials

(28,512)

(28,413)

Fees for servi

ces

(20,577)

(21,417)

Directors’ and

Supervisory Comm

ittee Members’ Fee

s

(563)

(231)

(49,652)

(50,061)

Taxes and Fees

with the Regula

tory Authority

Turnover Tax

(15,813)

(16,496)

Fees with the Reg

ulatory Authorit

y

(7,863)

(8,503)

Municipal Taxes

(4,524)

(4,727)

Other Taxes and

Charges

(4,544)

(5,024)

(32,744)

(34,750)

Cost of Equipme

nt and Handset

s

Inventory Balance

s at the beginnin

g of the year

(6,001)

(7,079)

Plus:

Purchase o

f Equipment

(19,754)

(17,711)

Other

1,356

1,986

Less:

Inventory Balance

s at year-

end

3,438

6,001

(20,961)

(16,803)

Other Operating Cost

s

Lawsuits and Cont

ingencies

(7,896)

(4,533)

Rentals and In

ternet Capacity

(2,751)

(3,022)

Electricity, water

supply and other

utilities

(6,991)

(8,181)

Other

(3,542)

(4,855)

(21,180)

(20,591)

Depreciation, A

mortization and

Impairment of Fixe

d Assets

Depreciation o

f PP&E

(108,373)

(99,176)

Amortization of In

tangible Assets

(15,558)

(16,041)

Amortization of R

ight-

of

-Use Assets

(10,330)

(8,860)

Impairment of Fi

xed Assets

(1,284)

(568)

(135,545)

(124,645)

Operating Expenses

disclosed by func

tion are as follows

:

Item

Operating

Costs

Administrative

Expenses

Selling Expense

s

Total as of

December 31,

2021

Total as of

December 31,

2020

Employee benefi

t expenses and

severance

payments

(52,999)

(17,101)

(21,788)

(91,888)

(88,320)

Interconnection

and Transmission

Costs

(15,262)

-

(15,262)

(16,987)

Fees for Servi

ces, Maintenance, Mater

ials and

Supplies

(26,465)

(8,221)

(14,966)

(49,652)

(50,061)

Taxes and Fees wi

th the Regulato

ry Authority

(32,271)

(232)

(241)

(32,744)

(34,750)

Commissions and

Advertising

(299)

(121)

(23,972)

(24,392)

(26,040)

Cost of Equipmen

t and Handset

s

(20,961)

-

(20,961)

(16,803)

Programming and

Content Costs

(28,949)

-

(28,949)

(30,443)

Bad Debt Expen

ses

-

(7,983)

(16,309)

Other Operating Co

sts

(9,818)

(2,078)

(9,284)

(21,180)

(20,591)

Depreciation, A

mortization and Im

pairment of

Fixed Assets

(107,717)

(13,924)

(13,904)

(135,545)

(124,645)

Total as of Dece

mber 31, 2021

(294,741)

(41,677)

(92,138)

(428,556)

Total as of Dece

mber 31, 2020

(283,873)

(47,227)

(93,849)

(424,949)

CABLEVISIÓN HOLDING

S.A.

-

99

-

Operating Leases

Future minimum l

ease payments

from of

non-c

ancellable operati

ng lease agre

ements as of

December 31,

202

1 and 20

20

at historical

currency as of the transac

tion date are as

follows:

Less than 1

year

1 to 5

years

Over 5 years

Total

2021

436

142

-

578

2020

341

148

-

489

For more informat

ion, see Note 3.j).

NOTE 26

–

FINANCIAL

INCO

ME AND EXPENS

E

For the years ended

December

31,

2021

2020

Income (loss)

Financial Debt Inter

est Expense (*

)

(15,941)

(21,687)

Exchange Differe

nces on Financia

l Debt (**)

46,793

(10,395)

Income from Ren

egotiation of Fina

ncial Debt

(2,152)

(5,198)

Total Financial

Expenses on De

bt

28,700

(37,280)

Results from Opera

tions with Note

s and Bonds (***)

2,340

206

Other Exchange

Differences

6,535

7,547

Other interest

, net and other inco

me from investments

(1,633)

(1,083)

Taxes and Bank

Expenses

(4,286)

(4,130)

Interest on Pens

ion Benefits

(225)

(356)

Financial Discount

s on Assets, deb

t and Other

(2,440)

(1,090)

Gain (Loss) on Net

Monetary Po

sition

17,172

8,515

Other

79

228

Total Other F

inancial Income an

d Expense, net

17,542

9,837

Total Financial Inc

ome and Expense

, net

46,242

(27,443)

(*) Includes

$

(378) million

and

$ (

443

) million of foreign currency exchange gains (losses),

net generated by NDF for the years ended December 31, 2021 and 2020, respectivel

y.

(**) Includes

$

(1,831) million

and $

(2,299) million of foreign currency exchange gains (lo

sses), net generated by NDF for t

he years ended December 31, 2021 and 2020, respectively.

(***) Includes

$ 110

million

and $

1,005 millio

n corr

esponding to gains (losses) from the derecognition of financial assets me

asured at amortized cost for the years ended Dec

em

ber 31,

2021 and 2020, respectively.

NOTE 27

–

EARNING

S PER SHAR

E

The

followi

ng

table

shows

the

ne

t

income

(loss

)

and

t

he

weighted

av

erage

of

th

e

number of

common

sh

ares

used in the calculation of

basic earnings

per share:

December

31, 2021

December 31,

2020

Net Income used

in the Calculatio

n of Basic Earning

s per

Share (gain):

from Continuing

Operations (in mil

lions of Argentine

pesos)

3,698

(4,545)

3,698

(4,545)

Weighted Averag

e of the Number

of Common Share

s used

in the Calcula

tion of Basic Earning

s per Share

180,642,580

180,641,317

Earnings per Shar

e (in Argentine pesos)

20.47

(25.16)

The

weighted

average

of

outstanding

shares

for

the

years

ended

D

ecember

3

1,

2021

and

2020

was

180,642,580

and

180,641,3

17,

respectively.

S

ince

no

d

ebt

securities

convertible

into

shares

were

recorded,

the same weighte

d average shou

ld be used for the ca

lcula

tion of diluted earn

ings per share.

CABLEVISIÓN HOLDING

S.A.

-

100

-

December

31, 2021

December

31, 2020

Basic and Diluted

Earnings per Sh

are

20.47

(25.16)

Total Earnings pe

r Share

20.47

(25.16)

NOTE 28

–

FINANCIAL

RISKS MANAG

EMENT

FINANCIAL RISK F

ACTORS

The Group is exposed t

o the following financ

ial risks in the ordinary

course of its bus

iness operations:

•

Market Risk:

Stemming from

changes in exchange rates,

market prices, and

i

nterest rates in

connection

w

ith

financ

ial

as

sets

that

have

been

ori

ginated

and

financia

l

liabilit

ies

that

have

been

assumed;

•

Credit Risk:

Representing

the risk

of the

non-f

ulfillment

of the ob

ligations

undertaken by

the

counterparty regard

ing the

operations of t

he Group;

•

Liquidity Risk: Relate

d to the need to me

et short

-term financ

ial commitments

.

These financial risks

are managed by:

•

The definition of guide

lines for direct

ing operations;

•

The

activity

of

the

B

oard

of

Directors

a

nd

Manag

ement

which

monitors

the

l

evel

of

exposure

to

the

above-mentioned risks

consistently with

prefixed gene

ral objectives;

•

The

ide

ntification

of

the

most

suitable

financial

instrum

ents,

including

derivatives,

to

reach

prefixe

d

objectives;

•

The monitoring of th

e results achieved.

The

policies to manage and

the sensitivity analyses

of the above

financial risks by

the Group are

described

below:

Market Risk

One of

the

main

mark

et ris

ks

faced

by

the G

roup

is its

exposure

to

changes

in

foreign

curr

ency

exchange

rates in the markets in w

hich it operates

.

Foreign

currency

risk

is

th

e

risk

that

the

future

fair

values

or

c

ash

flows

of

a

f

inancial

instru

ment

may

fluctuate due to excha

nge rate changes.

The

Group ha

s

part

of

its

commercia

l

debt de

nom

inated

in

US$

a

nd

in

other

currenc

ies.

Add

itionally,

a

large

portion of its financial d

ebt is denominate

d in US dollar

s.

The

financial

risk

manage

ment

po

licies

of

the

Group

are

directed

towards

diversifying

market

risk

s

by

t

he

acquisition

of

goods

a

nd

s

ervices

in

t

he

funct

ional

currency

and

m

inimizing

interest

rate

exposure

by

an

appropriate diversificat

ion of the portfolio. This may also be achiev

ed by using carefully s

elected derivative

financial

instrum

ents

to

m

itigate

long-term

positions

in

foreign

currenc

y

and/or

adjustable

by

variable

interest rates. For more

information, see N

ote 23.

Additionally,

the

Group

ha

s

c

ash

and

cash

equiva

lents

and

investme

nts

mostly

denominated

in

foreign

currency

that

are

als

o

sens

itive

to

c

hanges

in

exch

ange

ra

tes

and

c

ontribute

t

o

reduce

the

exposure

to

commercial and financi

al obligations

in foreign currenc

y.

CABLEVISIÓN HOLDING

S.A.

-

101

-

Financial Asset and Liabil

ity Balances in Fo

reign Currenc

y

The following table

shows

the

financial assets and liabilities denominated in foreign currency as of

December 31, 2021 a

nd 2020:

2021

2020

(in millions of co

nverted Argent

ine

pesos)

Assets

21,647

33,415

Liabilities

(233,985)

(311,362)

Net Liabilities

(212,338)

(277,947)

In order

to r

educe this

n

et liabi

lity position

in

foreign

currency

, the Gro

up ho

lds, as

of D

ecember 3

1, 2021,

derivatives for US

$ 89 million. Therefor

e, the net

debt that is n

ot covered by

these instruments

amounts t

o

approximately US$

1,994 million as of t

hat date.

Exchange rate risk

–

Sensitivity

analysis

Based

on

the

co

mposition

of

the

c

onsolidated

statement

of

fin

ancial

posit

ion

as

of

Dec

ember

31,

2021,

which is a net l

iability position not covered by derivatives of approximately US$ 1,994 million, Management

estimates

that

any

increase

in

the

exchang

e

rate

of

around

20%

a

gainst

the

U.S.

dollar

would

g

enerate

a

variation of approximate

ly $ 40,964 mill

ion of the conso

lidated amounts of f

oreign currency

position.

Interest Rate Risk

–

Sensitivity Anal

ysis

Within

its

struc

ture

of

fina

ncial

de

bt,

the

Gr

oup

has

bank

overdrafts

denom

inated

in

Argent

ine

pesos

accruing

interest

at

r

ates

that

are

reset

a

t

maturity, notes

and

loans

with

banks and

other fi

nancial

institutions

denom

inated

in

Argent

ine

pesos,

USD,

R

MB,

and

PYG

that

accrue

interest

at

a

floating

and

fixed rates. For more infor

mation, see N

ote 14.

As

of

Dec

ember

31,

2021,

the Group

had

a

debt at

variable

rate

of

approxi

mately

$ 10

4,919 million.

In

order

to reduce

the

effec

t of

chan

ges

in

interest

rates,

the Gr

oup

holds

as

o

f

Decem

ber

31, 20

21 d

erivatives

for

an aggregate prin

cipa

l amount of

US$

11,299

million,

which convert variable

rates into fi

xed rates.

Therefore,

the

total

d

ebt

subj

ect

to

variable

in

terest

rate

taking

into

consid

eration

the

der

ivatives

amou

nts

to

a

pproximately $

9

3,620 million

as of

December 31,

2021.

Manage

ment

believe

s

that an

y

v

ariation

of 100

annual bps in the agreed

interest rates w

ould result in a variat

ion of approx

imately $ 936 million.

Price Risk

–

Sensitivit

y Analysis

The

Company’s

and

its

subsidiaries'

investments

in

financial

as

sets

with

c

hanges

in

fa

ir

value

rec

ognized

in net

income

are

susceptib

le t

o th

e risk

of

ch

anges

in

market

pric

es

arising

from

fluctuations

in

th

e fut

ure

value

of

these

assets.

Th

e

Company

c

onducts

a

n

ongoing

monitor

ing

of

the

evolution

of

these

ass

ets’

prices.

As

of

December

31,

2021,

the

total

va

lue

of

invest

ments

in

fa

ir

value

recogn

ized

in

net

income

amounted

to

$ 11,708 million

.

Management estimat

es that any 10% varia

tion in the mark

et price would

y

ield a

re

sult

of

$ 1,1

71 million.

Sensitivity an

alyses

showed

only

a li

mited, p

oint-

in

-time

view

of the

mark

et risk

sensitivity

of c

ertain

of the

financial

instruments. The

a

ctual

impact of

changes in

financi

al

instruments may

dif

fer

significantly from

this

estimate.

CABLEVISIÓN HOLDING

S.A.

-

102

-

Credit Risk

Credit

risk

represen

ts

the

G

roup’s

exposure

t

o

possi

ble

losses

aris

ing

from

the

failure

of

commercial

or

financial

counterparti

es

to

fulfill

their

assum

ed

obligati

ons.

That

risk

stems

mainly

from

economic

and/or

financial factors

that may affect debtors

.

The cr

edit risk

affec

ts c

ash and

cash

equiva

lents,

deposits

held

at

banks

and

financial

institutions,

as

well

as credit granted to cli

ents, including outstan

ding accounts receiva

ble and committed tra

nsactions.

The

m

aximum theoretical

credit risk

exposur

e

of the

Gr

oup

is

repr

esented by

the book

value of

net

financial

assets, disclosed in th

e consolidated stateme

nt of financial posit

ion.

Maturities

Cash and Cash

Equivalents

Investments

Trade

Receivables

Other

Receivables

Total

Total Due

-

12,578

26

12,604

Total not due

20,899

11,708

10,048

4,096

46,751

Total as of Dece

mber 31,

2021

20,899

11,708

22,626

4,122

59,355

The

a

llowance for

b

ad

debts

is

recorded: (i)

for an

ex

act amount

on

c

redit po

s

itions that

pres

ent

an element

of

individu

al

risk (bankruptcy, customers under legal

proceed

ings

with Telecom); and

(ii) for

c

redit positions

that

do

not

present

such

characterist

ics

allowances

are

recorded

by

custo

mer

s

egment

consid

ering

th

e

aging

of

the

ac

counts

rec

eivable

balances,

the

expec

ted

unco

llect

ability,

custom

er

creditwor

thiness

and

changes

i

n

the

customer

pay

ment

terms

.

Tota

l

overd

ue

ba

lances

no

t

c

overed

b

y

the

allowa

nce

for

bad

debts amount to $ 12,

578 million as of Dec

ember 31, 2021

($ 14,576 million

as of December 3

1, 2020).

Regarding the credit risk relating to the assets included under “Net financial

debt” or “net financial asset”, it

should

be

noted

th

at

Telecom

evaluates

the

outstandi

ng

credit

of

the

c

ounterparty

and

the

levels

of

investment, based, am

ong other things

, on th

eir credit rating an

d the equity size of

the counterparty.

In

ord

er

to minimize

c

redit

risk, the

Group also

pursues a

diversificat

ion

policy for

it

s

investments by

mak

ing

deposits

with

rep

utable

financial

ins

titutions

and,

g

enerally,

for

s

hort

periods.

Conseque

ntly,

t

here

are

n

o

significant positions with any one single counterparty

. The Group

has a wide range of customers, including

individuals, businesses - medium-an

d-large-sized com

panies - and governmental agencies. Therefore, the

Group

’s receivable

s

are not subjec

t to credit risk conce

ntration.

Liquidity Risk

Liquidity

risk

represents

the

risk

that

the

Grou

p

s

hall

have

no

funds

to

fulfill

its

obligations

of

a

ny

nature

(labor, commercial, fisc

al and financial, a

mong others).

The Group’s

worki

ng capital breakdown

and its main v

ariations are disc

losed below:

2021

2020

Changes

Trade Recei

vables

22,554

28,612

(6,058)

Other receivables

(not considering

financial NDF)

7,041

8,389

(1,348)

Inventories

3,115

5,618

(2,503)

Current Liabilitie

s (without conside

ring financial debt)

(100,774)

(97,324)

(3,450)

Operative work

ing capital - nega

tive

(68,064)

(54,705)

(13,359)

On Sales

Cash and Ca

sh Equivalents

20,899

30,331

(9,432)

Financial NDF

0

3

(3)

Other Receivable

s

1,915

2,071

(156)

Investments

11,708

22,098

(10,390)

Current Financial

Debt

(64,887)

(62,801)

(2,086)

Current Financia

l Liabilities, net

(30,365)

(8,298)

(22,067)

Negative operati

ng working capita

l (current assets

–

current

liabilities)

(98,429)

(63,003)

(35,426)

Liquidity Ratio

0.40

0.61

CABLEVISIÓN HOLDING

S.A.

-

103

-

The

Group has

a

typical working

c

apital structure

for a

c

ompany with

intensive capi

tal that

obtains

spontaneous

financing

fro

m

its

suppliers

(especially

PP

&E)

for

longer

terms

than

those

it

grants

to

its

customers. The

negative

working

capital was of

$ 100,

433 million as

of

December 31

, 2021 (an

increase of

$ 2

0,755 million com

pared to Dece

mber 31, 2020

).

The

Group

h

as

an

excel

lent

cr

edit r

ating

and

has

several

financi

ng

sources,

w

ith

sev

eral

instruments

and

offers

from

firs

t-class

international

institutio

ns

to

div

ersify

its

current

funding

s

tructure,

which

includes

access to domestic

and international capital market

s and

competitive bank-lo

an terms and

financial

expenses on debt.

Telecom’s

M

anagement

evaluates the

national

and

internation

al

macroeco

nomic

context

to

tak

e

adva

ntage

of market opportunit

ies to preserv

e its financial health for the

benefit of its inves

t

or

s.

The Group mana

ges its cas

h and cash equival

ents and, in g

eneral, its financi

al ass

ets, trying to match the

term of

invest

ments with

those of

its obligations. Its

c

ash and

cas

h equivalents position

is invested

in highly

liquid, short-term i

nstruments.

The

Group

maintains

a

liq

uidity

policy

that

r

esults

in

a

s

ignificant

volume

of

ava

ilable

cas

h

in

t

he

ordinary

course

of

business.

The

C

ompany

and

its

subsidiari

es

have

consolidated

cash

and

cash

equiva

lents

of

$

19,849 m

illion (

equal t

o US

$ 193

mill

ion)

as

of

Decem

ber 31,

2021

(as

of

Decem

ber 31,

2020,

it

had

US$

220

million

).

Duri

ng

fiscal

years

ended

Dec

ember

31,

20

21

and

20

20,

the

Gr

oup

conti

nued

to

obt

ain

financing

fro

m

the

f

inancial

and

capital

markets

to

co

ver

capital

expenditures,

working

c

apital

a

nd

other

general

corporate

purposes

and

to

refinance

a

portion

of

its

financial

debt

within

the

framework

of

its

ongoing

policy,

aimed

at

optimizing

the

term,

rate

and

structur

e

of

its

f

inancial

debt.

For

more

informati

on

o

n

the

loans obtained, repa

id and res

tructured, see Note 14

.

The

following

table

shows

the

bre

akdown

of

financ

ial

liabilities

by

rel

evant

groups

of

maturities

b

ased

on

the

remainin

g

period

as

fr

om

the

date

of

the

consolidated

stat

ement

of

financial

position

thro

ugh

t

he

contractual maturity date. The

amounts disclosed in this tabl

e represent undiscounted cash flows

(principa

l

plus contractual interest).

Maturities

Accounts

Payable

Financial

Debt

Dividends

Payable

Lease

Liabilities

Other

Liabilities

Total

Matured

2,717

-

2,717

January 2022 thro

ugh December

2022

46,537

68,437

922

6,724

123

122,743

January 2023 thro

ugh December

2023

900

58,941

-

4,009

2

63,852

January 2024 thro

ugh December

2024

166

58,489

-

3,036

-

61,691

January 2025 onwa

rds

35

128,108

-

6,958

-

135,101

50,355

313,975

922

20,727

125

385,164

Capital Management

The

pri

mary

object

ive

of the

G

roup’s

c

apital management

is to

ensure

that i

t maintains

a

strong credit

rating

and healthy capital ratios

in order to

support its b

usiness

and maximize sharehold

er value.

The Gr

oup

manages

its

capital

structure

and

makes

adjustments

cons

idering

the

evolution

of

its

business

and

changes

in

macroeconomic

condit

ions.

To

mainta

in

or

adjust

its

capital

struc

ture,

the

Compa

ny

may

adjust dividend payme

nts to sharehol

ders and the level of i

ndebtedness.

The Company does

not have to comply w

ith regulatory c

apital adequacy require

ments.

CABLEVISIÓN HOLDING

S.A.

-

104

-

NOTE 29 - BALANC

ES AND TRAN

SACTIONS W

ITH COMPANIES U

NDER ARTICLE 3

3

- LAW No.

19,550 AND R

ELATED PARTIES

i.

Related Pa

rties

For the purposes of these consol

idated financial statements, relate

d parties are individuals or leg

al entities

that are related (un

der IAS 24) to Cablevisi

ón Holding, exc

ept for companies und

er Article 33 of the LG

S.

Fo

r the year pres

ented, the Gr

oup has not cond

ucted any transact

ions with Key

Managers and/

or persons

related to them, exc

ept as set forth under iv

) below.

ii.

Balances

with

Companie

s

un

der

Arti

cle

33

of

G

eneral

Associations

Law

No.

19,550,

and

related parties

•

Companies under A

rt. 33 of the LG

S - Asso

ciates

CURRENT ASS

ETS

Type of related

party

December 31,

2021

December 31,

2020

Trade Receivab

les

1

3

Ver TV S.A.

Associate

1

3

Other Receivables

La Capital Cable

S.A.

Associate

222

159

Teledifusora San

Miguel Arcángel

S.A.

Associate

-

4

Ver T.V. S.A.

Associate

2

15

224

178

CURRENT LIABI

LITIES

Other Liabilities

Televisora Privada

del Oeste S.A.

Associate

-

5

-

5

Related Parties

CURRENT ASS

ETS

Type of related

party

December 31,

2021

December 31,

2020

Trade Receivab

les

Other Related Par

ties

Related compan

y

181

246

181

246

Other Receivables

Other Related Par

ties

Related compan

y

4

48

4

48

CURRENT LIABI

LITIES

Accounts Payab

le

Other Related Par

ties

Related compan

y

1,226

1,378

1,226

1,378

CABLEVISIÓN HOLDING

S.A.

-

105

-

iii.

T

ransactions with Companies under

Article 33 of General

Association

s Law

No. 19,550, and

related parties

•

Companies under A

rt. 33 of

the LGS - Asso

ciates

Transaction

Type of related

party

December 31,

2021

December 31,

2020

Income (loss)

Sales and Other

Revenues

Sales and Other

Revenues

La Capital Cable

S.A.

Sales of service

s

Associate

46

66

La

Capital Cable S

.A.

Other Sales

Associate

6

2

52

68

Operating Costs

La Capital Cable

S.A.

Fees for servi

ces

Associate

(53)

(80)

(53)

(80)

Financial Resu

lts

Ver TV S.A.

Interests

33

50

Teledifusora San

Miguel Arcángel

S.A.

Interests

15

23

48

73

•

Related Parties

(1)

Transaction

Type of related

party

December 31, 202

1

December 31, 202

0

Income (loss)

Sales and Other

Revenues

Sales and Other

Revenues

Other Related Par

ties

Sales of Service

s and

Advertising

Related compan

y

317

320

317

320

Operating Costs

Other Related Par

ties

Programming Co

sts

Related compan

y

(4,227)

(4,797)

Other Related Par

ties

Publishing and di

stribution of

magazines

Related company

(852)

(1,134)

Other Related Par

ties

Advisory Ser

vices

Related compan

y

(529)

(726)

Other Related Par

ties

Purchase of Ad

vertising

Related compan

y

(558)

(747)

Other Related Par

ties

Other purcha

ses and

commissions

Related compan

y

(193)

(231)

Other Related Par

ties

Fees for servi

ces

Related compan

y

(172)

(173)

(6,531)

(7,808)

(1)

Includes mainly

operations with the followin

g companies related through GC Do

minio S.A.: Arte Radiotelevisivo Arg

entino S.A.,

Arte Gráfico Editorial Argentino S.A., Unir

S.A., Impripost

S.A., Tele Red Imagen S.

A., GC Gestión Compart

ida S.A. and Compañía De Medios Di

gitales S.A.

These

tra

nsactions

were

c

arried

out

by

t

he

Group

under

the

s

ame

conditions

as

if

they

ha

d

been

c

arried

out with an independ

ent third party.

iv.

Key M

anagement

Compensation

for

the

Group’s

Directors

and

Key

Managers

for

the

years

ended

December

31,

2021

and

2020, including soc

ial security c

ontributions, amoun

ted to $ 1,4

43 million and

$ 2,595 m

illion, respective

ly,

and

was

recorded

as

an expense

under

the

line item

“

Employee benefits

expenses and

s

everance

payments”.

As of December 31

, 2021, an amount of $ 3

71 million r

emained unpaid.

The

estimated

fees

paid

to

the

directors

of

th

e

Group

for

the

years

ended

December

31,

20

21

a

nd

2020

amounted to approx

imately $ 522 million

and $ 182 mil

lion, respectively.

CABLEVISIÓN HOLDING

S.A.

-

106

-

NOTE 30 - RESE

RVES, ACCUMULAT

ED INCOME

AND DIVID

ENDS

1. Cablevisión Holding

On

April

29,

2

020,

at

the General

Ordinary and

Extraord

inary

Sh

areholders’ Meeting

of Cablevisión

H

olding

S.A., the

shareholders decided,

among other thing

s: (i) to

absorb the

net loss for

the year

ended December

31, 2019 wh

ich amounts to

$ 3

,246

million ($

6,187 mil

lion in cons

tant currency

as of Dec

ember 31, 20

21)

through the

partial rev

ersal of

the Vo

luntary reserv

e for

illiquid resul

ts and

(ii) to

make a

full rev

ersal of

the

Voluntary

res

erve

for

financial

obligations

which,

as

of

Dec

ember

31,

2019,

amo

unted

to

$

19,899

million

($

37,910

million

in

consta

nt

currency

as

of

December

31,

2021)

and

to

allocate $

162,348

million

($

309,47

6

million

i

n

co

nstant

c

urrency

as

of

December

31,

2021)

to

increase the

legal

reserve,

an

amount

in Argentine

pesos

equivale

nt

to

US$

12

million

to

the

payment

o

f

dividends

in

unrestricte

d

US

d

ollars,

and

t

he

remain

ing

amount

to

increase

the

Voluntary

reserve

for

illiquid

results.

In

May

2020,

the

Company

paid

all

t

he

distributed dividends.

At

th

e

General Extraordinary S

hareh

olders’ Meeting

h

eld

on

Dec

ember

15, 2020,

t

he

s

hareholders decided

1)

to

d

istribute

dividends in

kind through:

i) the

d

elivery

of

Global

Bonds

of the

Argent

ine

Republic

amortizable

in

US

d

ollars

maturing

on

July

9,

2030,

code

GD30,

(the

“2030

Glob

al

Bonds

”)

for

a

nom

inal

value

of

US$

61,607,237

with

a

mark

et

price

as

of

Decemb

er

14,

2020

o

f

$

3

,610,184,088,

a

nd

ii)

the

delivery

of

G

lobal

Bonds

of

the A

rgentine

Repu

blic

amortiz

able

in US

dollars

maturing

on

July

9

,

2

035,

code

GD35

(the

“2035

G

lobal

Bonds”)

for

a

nominal

value

of

US$

1

06,257,704,

with

a

market

price

as

of

December

14,

2020

of

$

5,557,

277,919,

at

a

ratio

of

U

S$

0.34104493525

of

2030

Global

Bonds

and

US$

0.58822069525

of

2035

Glo

bal

Bonds

per

share

of

the Company

and

to

settle

in

cash

the

resul

ting

fractions

of

less

than

U

S$

1,

with

the holders

of

all

classes

of

shares of

the

C

ompany

entitled to

receive

t

he

dividends

with the

sa

me pro

r

ata combination

of bonds

as mentioned

above, and

2) to

partially

reverse the

“Voluntar

y

Reserve for

Illiquid Re

sults”

in the

amount

of

$ 9,167,

462,007, corr

esponding t

o the

valuation in

Argentine

Pesos as of

December 14, 2020 of the dividends in

k

ind. The

va

luation of those bonds

as of December 31,

2020

amounted

to

$

9,

292

million

($

1

4,025

million

in

constan

t

curr

ency

as

of

December

31,

2021)

.

I

n

January 2021, the Com

pany settled all the d

ividends.

On

April

29,

2021,

at

the

General

Ordinary

a

nd

Extrao

rdinary

Shareho

lders’

Meet

ing,

the

s

hareholders

of

the

Company

decided,

among

other

things,

to

absorb

the

accumulat

ed

def

icit

of

$

3,012

million

($

4,547

million

in

constant currency

as of

December 31,

2021) as

of

Dec

ember

31,

2020

through the

partial reversal

of the Voluntary Reserve

for Illiquid Resul

ts.

At the General Extraordinary Shareholders’ Meeting held on August 31, 2021, the shareholders decided

1)

to

distribute dividends in

kind through:

i) the

delivery of

Global Bonds

of

the Argentine Republic

amortizable

in US

dollars

maturing

on July

9, 20

30, c

ode

GD30,

(the “20

30 Glo

bal Bonds”)

for

a nomina

l value

of US$

144,747,958,

and

ii)

the

delivery

of

Gl

obal

Bonds

of

the

Argent

ine

Re

public

amortizable

in

US

dollars

maturing on Ju

ly 9, 2035, c

ode GD35

(the “2035

Global Bonds”

) for a no

minal val

ue of US$

72

,9

32,173 at

a

ratio

of

US$

0.8012947

8886

of

2030

Global

Bonds

and

US$

0.4037374410

8

of

20

35

Globa

l

Bonds

per

share of

the Company and to settle in

cash the resulting fractions of less than

US$ 1, with the holders of

all

classes

of

s

hares

of

the

Company

ent

itled

to

receive

t

he

dividends

w

ith

the

sa

me

pro

r

ata

combina

tion

of

bonds

as

mentioned

above,

and

2)

to

partial

ly

reverse

the

“Voluntary

Reserve

f

or

Illiquid

Results”

in

the

amount

of

$

14,440

,508,999.45,

correspon

ding

to

th

e

valuatio

n

in

Argentine

Pesos

as

of

Ju

ly

31,

2

021

of

the

dividends

in

kind

($

1

6,479

mil

lion

in

constant

cur

rency

as

o

f

D

ecember

31,

2021).

The

outsta

nding

balance as of Decemb

er 31, 2021 is

$ 9

22 m

illion.

2. Telecom Argentina

The

Or

dinary

and

Extraordinary

Shareholders’

Meet

ing

of

T

e

lecom

was

held

on

April

2

8,

20

w

ith

the

remote

participation of

its

shareh

olders pu

rsuant

to CNV

Resolut

ion

N

o.

830/20, due

to

the fact

that

the

free

movement

of

people

in

general

was

restricted,

limited

or

banned,

as

a

result

of

the

state

of

health

eme

rgency

introduced by

Emerge

ncy Decree

N

o.

297/20 and

su

bsequent

regu

lations

issued by

the National

Executive

Branch.

T

he Meeting

w

as

held using

the Cisco

W

ebex

video

-

teleconfere

nce

system. At

such Shareholders’

Meeting, the sharehol

ders decided, amo

ng other

things:

CABLEVISIÓN HOLDING

S.A.

-

107

-

1.

To approv

e the Annual Rep

ort and financial state

ments of Telecom as

of December

31, 2019;

2.

To approve

the

Boa

rd of

D

irectors’

proposa

l

s

tated in

cons

tant

currency as

of

Marc

h

3

1, 20

20 using

t

he

National

Consumer

Price

Index

(National

IPC,

for

its

Spanish

acronym)

purs

uant

to

CNV

Res

olution

No.

777/2018

i

n connection with

the Accumulated Deficit

as of

December 31,

2019

for

$

6,633,71

3,897

($

12,646

in

c

onstant

currency

as

of

Decem

ber

31,

2021).

The

B

oard

propos

ed:

(i)

to

abs

orb

$

1,931,029,240

(

$

3,

681

in

constant

currency

as

of

December

31

,

2021)

of

th

e

“Voluntary

reserv

e

for

capital

investments

”;

(ii)

to

absorb

$

4,702,684

,657

($

8,96

4

in

constant

c

urrency

as

of

December

31,

2021) of the “Voluntary r

eserve to mai

ntain the Company's

level of cap

ital ex

penditures and its curr

ent

solvency level”; and (

iii) to reclassify $ 10,

887,950,778

($ 20,756 in consta

nt currency

as of December

31,

2021)

from

the

“Voluntary

reserve

to

mainta

in t

he

Com

pany's

level

of

ca

pital

expenditures

and

its

current solvency

l

evel” and appropriat

e it to the “Merger

Surplus”.

3.

To approve the reversal of the balance of the “Voluntary reserve for capital investments” in the amount

of $

3,54

1,443,368

adjuste

d as

of

Apr

il

30,

2020

using

the

Nationa

l IPC

($

6,7

52

in

constant

currency

as

of

December 31,

20

21),

increasing

the

“Voluntary reserve

for

future cash

divid

ends” wi

th the

amou

nt

of said reversal.

At

t

he

General

Extraordin

ary

Shareholders’

Meeting

held

on

N

ovember

13,

2020,

the

shareholders

of

Telecom

decided

to

distrib

ute

div

idends

in

kind

through:

i)

the

delivery

of

Global

Bonds

of

the

Argentine

Republic

am

ortizable

in

US

Do

llars

mat

uring

on

July

09,

2030

(th

e

“2030

G

lobal

Bonds”),

for

a

nomin

al

value of

U

S$ 157,642,897, and

ii)

the delivery of

G

lobal Bonds

of the Argentine Republic amortizable

in US

Dollars maturing o

n July 09, 2035 (the

“2035 Global

Bonds”) for a nomin

al value of US$ 2

71,896,177.

Consequently,

the

valuation

in

Arge

ntine

Pesos

of

t

he

dividends

in

kind

was

se

t

at

$

2

4,723,374,678

(

$

38,809

mil

l

ion

in

c

onstant

currency

as

of

December

3

1,

2021),

fully

rev

ersing

the

“Voluntary

Res

erve

for

Future Cash

D

ividends,”

which

in

constant

currency

as

of

December

31,

2021

amounts

to

$

9,963

million,

and

partially

reversing

the

“

Voluntary

reserv

e to

ma

intain

the

Compa

ny's

level

of

capital

ex

penditures

and

its current solvency level” in the amount of

$ 2

8,8

46 million in constant currency as

of December 31, 202

1.

At

the

O

rdinary

and

Extraordinary

Sharehol

ders’

Meeting

held

on

April

28,

2021,

the

shareholders

o

f

Telecom decided, amon

g other things:

1. To approve the An

nual Report and financ

ial stateme

nts of Telecom as of Dec

ember 31, 2020

;

2. To approv

e the

Board of

Directors’ pro

posal st

ated in

constant curr

ency as

of March

31, 202

1 using the

National

Co

nsumer

Price

I

ndex

(Nation

al

IPC,

for

i

ts

Spanish

acronym)

pursuan

t

to

CNV

Res

olution

No.

777/18. The

Board

proposed: i)

to absorb

the acc

umulated

deficit as

of December

31, 2020

of

$

6,455,431,747

($

8,

626

million

in

constant

currency

as

of

Decemb

er

31,

2021)

through

t

he

“

Voluntary

reserve

to

maintain

the

C

ompany's

level

of

cap

ital

ex

penditures

an

d

its

curr

ent

solvency

level”;

an

d

ii)

to

reclassify

$

13,776,40

1,012

($

17,688

m

illion

in

c

onstant

c

urrency

as

of

December

31,

2021)

from

th

e

“Voluntary

r

eserve

to

mai

ntain

th

e

Company's

leve

l

of

capital

expe

nditures

and

its

current

solvency

leve

l”

and appropriate it to

the “Merger S

urplus”.

At

the General

Extraordinary

S

hareholders

’

Meeting held

on August

11,

2021, the shareholders

of

Telecom

decided

to

distri

bute

d

ivide

nds

in

kind

through:

i)

the

delivery

of

Glo

bal

Bonds

of

the

Argentine

Republ

ic

amortizable

in US

Dollars

maturing

on J

uly 9,

2030

(the “2

030 Glo

bal Bon

ds”), for

a nom

inal valu

e of U

S$

370,386,472,

and

ii)

the

d

elivery

of

G

lobal

Bonds

of

the

Arg

entine

Re

public

amortizable

in

U

S

Dollars

maturing on July 9,

2035 (the “2035 Gl

obal Bonds”) fo

r a nominal value of US

$ 186,621,565.

Consequently,

the

valuation

of

the

divid

ends

in

kind

was

set

at

$

35,0

68,340,043

($

40,020

million

in

constant

curr

ency

as

of

Decem

ber

31,

2021),

partially

r

eversing

t

he

“Volu

ntary

reserve

to

ma

intain

the

Company's level of c

apital expenditur

es and its current s

olvency level” for said

amount.

CABLEVISIÓN HOLDING

S.A.

-

108

-

2.1 Amendment of

Telecom’s Byl

aws

At

the

Ge

neral

Extraordi

nary

Sharehol

ders’

Meetin

g

and

t

he

Specia

l

Shareholder

s’

Meetings

of

Clas

s

“A”

and

Class

“

D”

shares

held

on

October

10,

2019,

the

shareh

olders

appr

oved

the

amendment

of

articles

4,

5,

and

6

of

th

e

Bylaws

s

o

that

Class

“A”

and

C

lass

“D”

s

hares,

currently

boo

k

-entry

shares,

may

be

represented

as

cert

ificated

securities

or

book

-

entry

s

ecurities,

as

d

etermined

by

a

Special

Shareholders

’

Meeting

of

Class

“A”

or

Cl

ass

“D”

shares

.

The

shareholders

approved

th

e

delegation

of

p

owers

on

th

e

Bo

ar

d

of

D

irectors

to

deter

mine

and

establish

the

time,

form

and

conditions

for

the

issuance

of

the

certifie

d

securities,

if

so

d

ecided

in

the

fu

ture

by

the

s

hareholders

at

Special

Shareholder

s’

Meetings

of

C

lass

“A”

and Class “D” shares.

Subsequently,

at

t

he

Extraordinary

General

Shareholde

rs’

Meetin

g

and

the S

pecia

l

Shareho

lders’

Me

etings

of Class “A

” and Class “D”

shares held

on December 11, 2020, the

shareho

lders approved the

amendment

of

Art

icle

10 of

the Bylaws,

whereby

it

was provided

that

all Boa

rd

of

Directors

’

meetings

shal

l

b

e

called

wit

h

no less

than

a five

-day

notice

to deal

with

ordinary

matters

and w

ith n

o less

than

a 1

-day

notice

for

urgent

matters. In addition, the amendment provides for new means of

commu

nication to be used

for notifying th

e

calls for said Board of

Directors’ meetings.

On April 14

, 2021, the IGJ

notified Telecom that both amendments of

the Bylaws had been

duly registered.

NOTE 31 - RESTRICTIO

NS ON THE DI

STRIBUTION OF

RETAINED EARNING

S

Pursuant

to

the

Argenti

ne

General

Associat

ions

Law

and

CN

V

regu

lations,

CVH

is

r

equired

to

set

up

a

Legal

Reserv

e

of

no

less

t

han

5%

of

each

y

ear’s

reta

ined

earnings

derived

fro

m

the

a

lgebraic

s

um

of

ne

t

income

for

the

year,

a

djustments

to

prior

years

and

ac

cumulated

losses

from

ars

until

suc

h

reserve reaches

20%

of its

outstanding capital s

toc

k plus th

e balance

of the it

em Comprehe

nsive

adjustment of capital s

tock.

NOTE 32 -

MAND

ATORY PUBLIC T

ENDER OFFER

(“PTO”) DUE TO

CHANGE OF CONT

ROL

On January

1, 2

018, the

Company

became

the dir

ect

and indirect

holder o

f 841,6

66,658 Class

“D”

shares

of

Telecom

Argent

ina,

repres

enting

39.08%

of

the

outstanding

capital

stock

of

said

comp

any.

In

addition,

all the

prov

isions of

the

agreeme

nt, d

escribed

un

der

Note

4, cam

e i

nto ef

fect. S

aid

agreement

entitles

the

Company to

a

ppoint the

majority of

the members

of Telecom’s Board

of

Direc

tors. Therefore,

the

Com

pany

is the controlling shareh

older of Telecom.

Accordingly, and pursuant t

o Law No. 26,831 (as a

mended by Law No. 2

7,440, the “Capital Mark

ets Law”)

and t

he ru

les e

ffective

as

of

that

date,

(“CN

V Ru

les” a

nd to

gether

with

the

Capita

l

Markets

Law,

the

“PTO

Rules”),

on

June

21,

2018,

the

Company’s

Boar

d

of

Direc

tors

decided

to

promo

te

and

make

a

mandato

ry

public tender

offer (“PTO”)

due to cha

nge of contr

ol for all th

e Class B co

mmon sh

ares issued

by Teleco

m

Argentina

listed

on

Bolsas

y

Mercados

Arge

ntinos

S.A.

(“BYMA”,

for

its

Spanish

acronym),

(includin

g

t

he

Class C common shares is

sued by Telecom whic

h were converted into C

lass B common shares within th

e

term provided) at a pric

e of

$ 1

10.85 per sh

are (less the items detaile

d in the PTO Announc

ement).

Notwithstanding

th

e

fact

th

at

Fintech

T

elecom,

LLC

was

not

obligated

t

o

promote,

make

or

launch

a

PT

O

pursuant

to

the

PTO

Rules

and

t

hat

it

had

no

t

taken

part

i

n

the

determinatio

n

or

formulation

of

any

of

th

e

terms

and

conditions

of

the

PTO,

as

provid

ed

under

Clause

6.

7

of

the

agreement

,

Fintech

Tel

ecom

LLC

undertook regarding the Company

to pay

and acquire 50% of

the shares

tendered under

the PTO

(notwithstanding

the

Co

mpany's

right

to

acq

uire

by

itself

the

firs

t

43,073,760

C

lass

“B”

shares

of

Telecom

Argentina).

The price offered by the Company to be paid for each share

tendered by its holder for its

acquisition by the

Company is

of $

110.85

per S

hare (less

any

cash dividend

per S

hare to

be paid

by Telecom

Arge

ntina

from

the

announc

ement

date

to

the

date

the

price

of

the

PTO

is

pa

id

and

other

expenses,

s

uch

as

transfer

expenses,

r

ights,

fe

es,

c

ommissi

ons,

taxes,

duties

or

contributions)

(the

“PTO

Price”)

.

The

Company

has

obtained

reports from

two

independent appraisers

with respect

to

the

method applied

to determine

the

PTO

CABLEVISIÓN HOLDING

S.A.

-

109

-

Price.

The

PTO

Price

sha

ll

be

payable

in

Pesos

in

Argentina

no

later

than

5

bus

iness

days

following

the

expiration of the offer rece

ption period.

Pursuant

to

Article 3,

paragr

aph

c)

,

Chap

ter

II,

Title

III of

CNV

Rules, on

July 5,

2018, the

Board

of

Direc

tors

of

Teleco

m

Argentina

issued

an

op

inion

s

tating

that

the

PTO

Price

h

ad

been

se

t

in

acc

ordance

with

the

mandatory

terms

provided

under

app

licable

laws,

in

conformity

with

item

I

of

Article

88

of

the

Capital

Markets

Law, and issued the Bo

ard of Directors

’ Report provided un

der such Rules.

As

part

o

f

the

administrat

ive

procee

di

ng

filed

by

the

Company

w

ith

the

CNV,

the

regu

latory

agency

challenged the PTO price offered by the Company and

stated in its opinion that the price should be of US$

4.8658

per

share, pa

yabl

e

in

Argentine

pesos

at

the

exchange rate

prevailing

on

the

busine

ss da

y

immediately prec

eding th

e PTO

settlement

date. CV

H

considered that

CNV’s

position was

unfou

nded and

brought a claim entitled “Cablevisión Holding S.A. v. Argentine Securities Commission on Injunctions" (File

No.

7998/201

8)

pe

nding

bef

ore

Feder

al

Civ

il

an

d

Co

mmercial

C

ourt

N

o.

3.

O

n

Nov

ember

1, 2018,

the

jud

ge

granted

the

inju

nction

requested

by

C

VH

and

ord

ered

the

CNV

t

o

refrain

from

issuing

any

decision

or

deciding on th

e author

ization of

the PTO

submitted a

nd formul

ated by

the Com

pany on J

une 21, 2

0

18, for

a period of six (6) mont

hs.

On

October

8,

2018,

the

Compa

ny

filed

the

su

bstantive

c

laim

on

which

the

re

quest

for

an

injunction

was

grounded:

a

request

for

a

declaratory

jud

gment

declaring

that

the

Company

s

ubmitted

and

formulated

the

PTO in conformity w

ith applicable reg

ulations and ful

ly in accordance with the

PTO Rules.

On

June

10,

2019,

t

he

Company

was

s

erved

notice

of

the

decision

r

endered

on

May

9,

2019

in

re

“Burg

ueño

Daniel

v. EN-

CNV

on

Injunction (Autonomous)”

(File 89,537/2018)

pending

be

fore

Federal

Court

on

Administrative

Matters

No.

1,

Clerk's

Office

N

o.

1,

whereby

that

Court

grante

d

an

injunction,

suspending

the

proc

eeding

re

lated

t

o

the

PTO

until

such

Commiss

ion

dec

ides

to apply

Resolut

ion

No.

779/18 (the

“New

CNV

Resolution”)

,

or

u

ntil

the

expir

ation

of

the

m

aximum

term

allowed

under

Article

5

of

Law

No.

26,854,

as

the

case may

be. The

above

-mentioned injunction

was extended

for an

add

itional

ter

m

of

six (6)

months

,

and the Court of Appe

als ratified such extensi

on.

In addit

ion,

on J

uly 19

, 201

9, the

Comp

any was

s

erved

notice

of a

decisio

n rend

ered by

Cha

mber I

of

th

e

Court

of

Appeals

o

n

Federal

Civi

l

and

Commerc

ial

Matters

of

this

City

in

r

e

“Cablevisión

Holding

S.A

v.

Comisión

Nacion

al

de

V

alores

on

Injunctions”

(Fi

le

No.

7,998/20

18),

whereby

said

Co

urt

revoked

the

injunction grant

ed to

the Co

mpany that

had ord

ered t

he CNV

to re

frain from

resolving a

nd deci

ding on

the

authorization of the PTO submitted a

nd formulated by the Company

. The Company

pointed out that, in the

decision

re

ndered

by

the

ab

ove-ment

ioned

Ch

amber, i

t

was

ordered

t

hat

any

appeal

th

at

may

b

e

ev

entually

filed

by

the

Company

against

any

decis

ion

rendered

by

the

CNV

in

conn

ection

with

the

PTO

shall

have

staying

effects.

Against

th

is

decision

rendere

d

by

the

Court

of

Appeals

on

Civil

and

Co

mmercial

Matt

ers,

the

Comp

any

fi

led

a

federal

extraordinary

appeal,

which

was

dismissed

on

December

26,

2019.

Notwithstanding

the

foreg

oing,

as

of

tha

t

date,

the

PTO

submitted

by

th

e

Company was

still

within

the

s

cope

of

the

i

njuncti

on

ord

ered

i

n

re

“Burgueño

D

aniel

v.

Executive

Branch

-

CNV

on

Inju

nction

(

Autonomous)”

(File

89,537/2018) menti

oned in the prev

ious paragraph.

On Nov

ember

26,

2019,

CVH

was

serv

ed

notice

of

a

claim

filed

by

a

sharehold

er

of

the

Company,

Dani

el

Burgueño,

in

re

"B

urgueño,

Dan

iel

Fernando

v.

Executive

Branch

-

Argentin

e

Securities

Commission

a

nd

Other

re:

Proceeding

leadi

ng

to

a

declaratory

judgme

nt"

(File

N

o.

33,763/2019),

pend

ing

before

Federal

Court on Administrative Ma

tters No. 1, Secretariat No. 1. The cl

aim se

eks to obtain a declaration th

at CVH

is no longer under the oblig

ation to carry out a PTO to acquire the shares of T

elecom Argent

ina as a result

of

the

change

of

c

ontrol

in

t

hat

co

mpany,

purs

uant

t

o

s

ubsection

k

)

of A

rticle

32

of

the

N

ew

CN

V

R

esoluti

on,

which

regulates

Law

No.

26,831

(as

amended

by

La

w

No.

27,

440

).

On

Dec

ember

27

,

2019,

CV

H

was

served

notice

of

the

decision

issued

by

the

court

of

first

instance

in

re

“B

urgueño,

Daniel

Ferna

ndo

v.

Executive

Branch

-

Argentine

Secur

ities

Commission

and

Other

r

e:

Proce

eding

leading

to

a

declaratory

judgment" (File No. 33,763/2019), whereby

the Court

admitted the claim brought by Mr. Burgueño,

confirmed

th

at

CVH

no

longer

falls

within

t

he

obligat

ion

to

conduct

a

PTO

due

to

the

change

of

contr

ol

in

Telecom

Argentina,

p

ursuant

to

the

ter

ms

of

Article

3

2,

subsection

k

).

of

the

New

CNV

Resolution

and

ordered the

CNV

to dee

m the proc

eedings

initiated

by the

Company

with t

he CNV

concluded.

In

its ruling,

CABLEVISIÓN HOLDING

S.A.

-

110

-

the

Court

also ordered

CVH

to

c

ease

the

proce

eding

initiated

in

con

nection

with

th

e

PTO.

On May

18,

2

020,

the

Co

mpany was

served noti

ce of

a

decision rendered

on Ma

y 15,

2020, whereby

the court

of

first i

nstanc

e

provided

for

the

extension

of

the

effectiveness

of

th

e

injunction

that

had

been

grante

d

in

fav

or

of

Da

niel

Burgueño in re “Burgue

ño Daniel v. EN

-

CNV o

n Injunction” (File

89,537/

2018/3).

The

d

ecision

r

endered

by

t

he

c

ourt

of

f

irst

inst

ance

se

rved

on

t

he

Company

on

D

ecember

27,

2019

in

r

e

Burgueño,

Daniel

Fernan

do

v.

Executive

Branch

-

Argen

tine

Securities

Commissi

on

and

Other

re:

Proceeding leading to

a declaratory j

udgme

nt" (File No. 33

,763/2019) was

confirmed by

Chamber V of

the

Court

of

Appeals

on

Federal

Administrat

ive

Matters

purs

uant

to

t

he

decis

ion

ren

dered

on

September

8,

2020. The CNV filed an extraordin

ary appeal against this decisi

on. The Company was

served noti

ce of the

decision

rendere

d

by

Ch

amber

V

of

the

Court

of

Ap

peals

on

Fe

deral

Adm

inistrative

Matt

ers,

where

by

it

dismissed

t

he

extraord

inary

app

eal

filed

by

th

e

CNV,

which

may

file

an

appeal

with

the

Supreme

Court

against said decision (s

ee Note 34).

NOTE 3

3

- IMPACT OF CORO

NAVIRUS

Since the beginn

ing of 2020, g

iven the extent o

f the spread

of COVID

-1

9, various governm

ents acros

s the

world

have

imp

lemented

several

measures

a

imed

at

reducing

the

movement

of

people

and

curbing

the

spread of the virus.

In

Argentina,

th

e

National

Government

ordered

t

he

Mandatory

and

Prevent

ive

Social

Isolation

as

from

March

20,

2020,

all

owing

the

move

ment

of

only

th

ose

people

involved

in

the

provision/

production

of

essential services and pr

oducts, among t

hem, the prov

ision of

telecommun

ication services

.

On November

9, 2020,

the

National Governm

ent order

ed the

Mandatory an

d Prev

entive Social D

istancing

and maintained the d

eclaration of telecomm

unication serv

ices as essential service

s.

By

the

e

nd

of

2020,

Arg

entina

rolle

d

ou

t

he

nat

ional

v

accination

cam

paign

un

der

the

direct

m

anagement

of

the national

and provincial go

vern

ments and

of the

governme

nt

of the

Au

tonomous City

of B

uenos Aires.

During

the

firs

t

qu

arter

of

2021

,

the

nat

ional

v

accination

c

ampaign

was

initially

targe

ted

at

t

he

high-risk

population

(the

elderly),

health

workers

and

t

eachers.

During

the

second

a

nd

third

quarter

of

2021,

t

he

campaign

started

to

r

each

the

r

est

of

the

adult

po

pulation.

Fina

lly,

in

October

2021,

t

he

vacci

nation

campaign added chil

dren aged

3 and up, pr

ioritizing those with pre

-existin

g comorbidities.

The

vaccination

schedule

is

being

complete

d

with

the

application

of

a

booster

do

se,

which

favors

a

lower

severity

in

Covid-19

infections

in

Argentina

w

ith

the

new

strains

that

are

spre

ading

wo

r

ldwide

(

Delta

and

Omicron). Like the rest of the

world,

Argentina does not escape the

expone

ntial rise in infections that

sinc

e

the end of 2021 and ear

ly 2022 has be

en strongly affec

ting all age groups.

During

2021,

to

gether

with

the

progres

s

of

the

vacc

ination

sche

dule,

the

Nat

ional

Governmen

t

conducted

several

actions according

to the

ev

olution of

the spread,

b

oth

during the

C

ovid

-19 new

outbreak stages

and

the

slowdow

n

s

tages

of

the

spread

of

th

e

v

irus.

The

measures

implemented

by

the

National

Governm

ent

did

not

directly

affect

t

he

operations

of

the

G

roup

bec

ause

telecommu

nication

serv

ices

are

s

till

deemed

essential.

The Gr

oup prov

ides

critical serv

ices

for the

development

of society

by

connecting peop

l

e,

homes,

businesses,

and

govern

ments,

which

become

a

pr

iority

in

times

of

pandemic.

The

s

ervices

provided

by

Telecom

enable

th

e

continuity

of

t

he

operations

of

large,

med

ium

and

small

c

ompanies

that

co

ntinue

working,

h

elping

s

ustain

the

ec

onomy

of

the

cou

ntry.

In

this

c

ontext,

t

he

serv

ices

rendered

by

Telecom

enable people to stay

connected, entertai

n themselves, work

, and stay informed fr

om their homes.

CABLEVISIÓN HOLDING

S.A.

-

111

-

✓

External Actions

Taken by the Group in Resp

onse to the Health

Emergency

The

COVID-

19

pandemic

has

dr

iven

joint

act

ions

by

domestic

c

ompanies

provi

ding

essential

su

pport

to

face

the

health

crisis.

Under

its

ongoing

co

mmitment

to

the

com

munity

an

d

i

n

response

to

the

CO

VID

-19

emergency,

the

G

roup,

thro

ugh

Teleco

m,

has

imp

lemented

s

everal

initiatives

with high

social

v

alue.

A

mong

those initiatives,

the following stand

out: connectivity for

field hospitals and di

scount in services for

educational

and

health

i

nstitutions,

which

are

sti

ll

in

e

ffect,

and

benefits

granted

to

cus

tomers

to

enable

them

to

take

further

adv

antage

of

connection

pos

sibilities

and

to

access

valuabl

e

information

and

educational and enterta

inment contents.

✓

Internal Actions Tak

en by the Group

in Response to th

e Health Emergency

In ad

dition,

the

Group,

through

Telecom,

implemented

a

series

of

me

asures

to

ensure

the

continuity

of

its

operations, s

afeguarding the

health and

welfare

of all the

personnel

and of th

ose that

are part

of the

value

chain. Among those measures, it

created a Crisis

Committ

ee (which

regularly mon

itors the

epidem

iologica

l

situation

in

order

to

take

imme

diate

action),

it

initially

prov

ided

for

home

office

for

more

th

an

70%

of

its

employees

and

enhanced

its

infrastructure

to

ensure

the

capacity

of

the

network

s

so

that they

cont

inue to

operate seamlessly.

With

the

evolution

of

t

he

pandemic,

Te

lecom

implemented

a

n

ew

hybrid

work

ing

modality

for

all

the

personnel whose p

osition allows

them to work

remotely

, with experience c

enters for fac

e

-

to

-f

ace meetin

gs

under health and care pro

tocols; in com

bination with r

emote work.

Fo

r

those

tasks

that

cannot

be

performed

re

motely,

we

continued

to

e

nhance

cleani

ng

and

disinfec

tion

at

workspaces and

environ

ments,

including the

va

ns

used

by

technical support

teams

,

to

provide hygiene

and

hand

sanitizin

g

methods

,

and to

distribute persona

l

car

e kits

in accordance with

th

e protocol

esta

blished by

the Superintendency

of Labor Risks.

In

addition,

among

oth

er

measures,

we

ex

panded

by

40%

the

cap

acity

for

intern

ational

outgoing

Internet

traffic, we

execut

ed agree

ments

to bo

ost the

links

with

i

ntern

ational

suppliers

and

IP

networks,

we

carried

out

the

early

ex

ecution

of

infrastructure

w

orks,

we

enhanced

data

centers

and

hubs,

we

increased

the

capacity of

F

low’s

content

distributi

on n

etwork, we

expanded t

he

capacity

of

the

mobile

network

in

certa

in

locations in the prov

inces, and we contin

ued with preventive

maintenance tasks

in all the networks.

In

addition,

fro

m

the

beg

inning

of

the

health

situatio

n,

a

cam

paign

was

launched

promoting

all

the

dig

ital

contact

channels,

e

ncouraging

customers

to

request

support

through

those

chan

nels.

We

also

developed

several

initiatives

under

a

corpor

ate

program

called

“

Nos

Acom

pañamos

”

(We

su

pport

each

other)

aimed

at

a

ll

our

employees

f

or

th

e

purp

ose

of

safeg

uarding

their

biopsyc

hosocial

we

lfare,

wit

h

a

focus

on

work

-

life balance.

✓

Main Accounting Imp

acts

As of the date of these c

onsolidated financ

ial statements, the pan

demic has not had si

gnificant impacts on

the

G

roup's

results.

Eve

n

though

various

typ

es

of

difficulties

have

slow

ed

down

our

operat

ions

or

made

them

more

comp

lex;

such

as

the

increased

Inter

n

et

data

traffic,

th

e

increase

in

mobile

voice

serv

ice,

the

decrease

in t

he

collection

of

serv

ice fe

es

at t

he

beginning

of

the

lockdown

or

the

inconven

iences t

o

make

repairs and

ins

tallations inside

of our

customers

’

homes

, am

ong others; the

o

perations are

still

in place

and

are expected to cont

inue in spite of the d

ifficulties.

In accordance

with the

guidelines

of IA

S 36,

during this

year,

the Group’s

Management

assess

ed whether

there

was

any

indicat

ion

of

impairment

of

any

as

set.

Even

though

t

he

pande

mi

c

may

h

ave

a

s

ignificant

impact on economic act

ivity in Argentina a

nd become an indicat

or of impairment, b

ased on Managem

ent’s

estimates, no

adverse eff

ect has be

en identi

fied on T

elecom’s future

cash

-flow-generating

capacity

because the volume o

f operations

is expected t

o remain stable.

CABLEVISIÓN HOLDING

S.A.

-

112

-

Liquidity R

isk:

The implementation of

measures

aimed

at reducing

the

circulation

of people initially included

the closure of

in

-person

collect

ion

channels,

thus

affecting

the

col

lections

of

Telecom

as

from

Marc

h

20,

20

20.

This

situation

gradu

ally

evolved during

the second

q

uarter of

2020 with

the

strengthe

ning of

the

digital

channe

ls,

the

re

opening

of

t

he

in-pers

on

col

lection

channels,

and

the

different

debt

collecti

on

act

ions

c

onducted

by

Telecom

that

allowed

the

r

ecovery

of

doubtful

receiva

bles.

Therefore,

this

situation

does

not

r

epresent

a

liquidity risk.

The

Com

pany

and

its

subsidiaries

have

enough

liqui

dity

and

bank

credit

lines

and

a

notes

pro

gram

that

allow them

to finance their short-term obligations and

investment plan in

addition to the

projected operating

cash flows.

Notwithstanding

the

a

bove,

the

G

roup,

throu

gh

Telec

om,

implemente

d

measure

s

to

ens

ure

the

highest

liquidity

possib

le

to

address

the

volatility

of

the

context

with

he

ightene

d

uncerta

inty,

to

offset

th

e

potentia

l

decrease of revenues an

d to be able to fu

lfill its obligations (s

ee Note 28).

The

ultimat

e

ffects

of

C

OVID-19

an

d

its

impact

on

the

glob

al

an

d

local

economy

are

still

unknown.

Governments may

issue more stringent me

as

ures, which cannot b

e predicted at t

his stage.

The

Gr

oup’s

Mana

gement

will

c

ontinue

to

deve

lop

actions

that

minimize

the

potential

impairment

on

its

results,

as

a

result

of

these

s

ituations,

ma

intaining

a

high

l

evel

of

s

ervice

an

d

customer

sat

isfaction,

and

seeking to maximize t

he precautions in socia

l management in this co

ntext.

The

Group

’s

Boar

d

of

Dire

ctors

and

the

Crisis

Committee

continue

to

c

losely

monitor

the

evolution

of

the

situation

and

to

take

th

e

necessary

measures

aimed

at

preserving

hum

an

life

and

the

sustai

nability

of

Group's businesses

.

NOTE 34

–

SUB

SEQUENT EVENT

S AS OF DE

CEMBER 3

1, 2021

1)

Loans for Acqui

sition of Equipm

ent

Export Development

Canadá (EDC)

On January

3, 2022, T

elecom s

ubmitted a

proposal fo

r an export

credit fac

ility for

an aggrega

te amount

of

up

to US$ 23.4 million

to the

follow

ing entities:

(i) JPMorgan Chase Bank,

NA, as initial

lender, residual risk

guarantor

and

fac

ility

agent;

(ii)

JPM

organ

Chase

Bank,

NA,

Buenos

Aires

Branch,

as

onshore

custody

agent,

and

(iii) JPMorgan

Chase Bank, N

A and EDC a

s the main co

-arrang

ers.

The credit facility is gu

aranteed by EDC,

the official export cr

edit agency of Canada.

The

fu

nds

of

the

loans

under

this

credit

faci

lity

will

be

used

to

finance

up

to

85

%

of

the

value

of

certa

in

imported

goods

and

s

ervices,

up

to

50%

of

the

va

lue

of

certain

nat

ional

goods

and

serv

ices,

and

the

tota

l

payment of

the applicable premium pa

yable to EDC equivalent to

14.41% of the

to

tal amount

committed by

the lenders under the c

redit facility.

As

of

the

date

of

these

co

nsolidated

financial

state

ments,

Teleco

m

has

not

received

any

disbursements

under the above-

mentioned facility.

CABLEVISIÓN HOLDING

S.A.

-

113

-

2)

Offers from Op

en Pass S.

A. for an Irrevocab

le Call Opt

ion on a minority inter

est

On December 29, 2021, th

e subsidiary Micro Sistema

s received from two shareh

olders of Open Pass S.A.

(a company

that

provides

IT

services

related to t

he de

velopment an

d maintenance

of soft

ware, w

ith which

Micro

Sistemas

holds

an

agreement

for

th

e

use

and

development

of

the

e

-wallet

platform)

offers

for

irrevocable

call

options

for

the

purchase

of

6,999,580

s

hares,

(representing

15%

of

the

capital

stock

of

Open Pass S.A). On January 04, 2022, Micro Sistemas accepted those offers through the payment of US$

700,000 as considerat

ion for granting

those call optio

ns.

Micro

Sistemas may exercise

the

call options,

at

its sole

discretion, at

a

ny ti

me, during

a term

o

f

twelve (12)

months

cou

nted

as

from

the

date

of

ac

ceptance.

T

he

cal

l

options

include,

together

w

ith

the

shares,

th

e

assignment

and

tr

ansfer

of

all

the

econom

ic

and

po

litical

rights

inherent

to

them.

In

case

the

options

are

exercised, the price to

be paid for th

ose shares was set at

U

S$ 7,500,000.

3)

“BURGUEÑO

,

DANIEL

FERNANDO

V.

EXECUT

IVE

BRANCH

-

ARGEN

TINE

SECUR

ITIES

COMMISSION

RE:

PROCEEDING

LEADING

TO

A

DECLA

RATORY

JUDGMENT”

(File

No.

33,763/2019)

On

February

22,

2

022,

as

desc

ribed

in

Note

32,

the

Su

preme

Court

of

Argentina

d

ismissed

the

d

irect

appeal

filed by the Ar

gentine Secu

rities Comm

ission in the

file

mentioned abov

e against t

he decision ren

dered by

Ch

amber V of the Federa

l Court of Appe

als on Administr

ative Litigation

Matters

. The decision rendered

by

Chamber

V

of

the

Federal

Court

of

Appea

ls

on

Administrative

Litigation

Matters

confirmed

that

the

Company

no longer

falls w

ithin the o

bligation t

o conduc

t a

Public Tender

Offer

(PTO) due

to

the change

of contr

ol in

Telecom

Argentina

S.A.,

pursuant

to

the

terms

of

Article

32,

paragraph

k

).

of

General

Resolution

No.

779/18, and ordered

the CNV t

o deem the pr

oceeding

s initiated by the C

ompany with

the CNV con

cluded.

In

its

r

uling,

the

Supreme

Court

of

Arge

ntina

a

lso

ord

ered

the

Compa

ny

to

c

ease

th

e

procee

ding

in

itiated

in connection with the PTO

.

4)

Payment of

Dividends

On

March

02,

2022,

the

Company

settled

the

dividends

distr

ibuted

at

the

Genera

l

Extraordinar

y

Shareholders’ Meeti

ng held on Augus

t 31, 2021 which wer

e pending settlem

ent (see Note 3

0.1).

5)

Collection of Di

vidends from

Associate

s

During

January

2022,

Tele

com

collected

dividends

fr

om

Ver

TV

and

TSMA

for

$

13

1.4

million

-

$

130.8

million directly and $0

.6 million indirect

ly through the control

led company Inter Ra

dios.

6)

Global Notes

Programs

Telecom Argentina

Within the framework of

the Global Notes

Program for up to a m

aximum outstandi

ng amount of US

$ 3

,000

million or its e

quivalent in o

ther currencies, Te

lecom offered the

subscription of

new series of N

otes,

in the

following amounts and

with the follow

ing main charact

eristics

:

✓

Class 12 Notes

Issuance Date:

March 9, 2022.

Amount Issued:

US$ 2

2.7 million

payable in

Argentine

pesos at the

applicable

exchange r

ate (equivale

nt

to

$ 2,458 million

as of the is

suance date

).

Maturity Date:

M

arch 9, 2027.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

grega

te

principal, at maturity.

Interest

Rate

and

Payme

nt

Date:

The

notes

accrue

interest

on

a

quarterly

basis

as

from

the

Issuance

Date until the Maturity Date, at a fixed annual nomi

nal rate of 1 %. Interest will be paid on a quarterly basis

and the last inter

est payment date w

ill be the maturity

date.

CABLEVISIÓN HOLDING

S.A.

-

114

-

✓

Class 13 Notes

Issuance Date:

March 9, 2022.

Amount Issued:

$

2,347,500,000

Argentine pesos

.

Maturity Date:

S

eptember 9,

2023.

Repayment:

Principal

will

be

repaid

in

one

installme

nt

in

an

amount

equal

to

100%

of

t

he

ag

gregate

principal, at maturity.

Interest

Rate and

Paymen

t Date:

the notes

ac

crue

interest on

a quarterly

b

asis

as from

the

Issuance Date

until the Maturity D

ate, at a v

ariable rate

equivalent to

BADLAR plus a m

argin of 1.5% p

er annum. I

nterest

will be paid on a q

uarterly basis and

the last interest p

ayment date wi

ll be the maturity date.

7)

Loans with Banco

Santander Río

On March 09, 2022, Telecom executed a loan agreement with Banco Santander Río S.A. for an aggregate

amount of

$ 3,500

mi

llion. Principal

w

ill be

repaid

in a

l

ump sum

a

t its

m

aturity

on March 09,

2023. The loan

accrues interest on a m

onthly basis at a fixe

d r

ate of 44.50%.

NOTE 35 - APPROV

AL OF CONSOLIDAT

ED FINAN

CIAL STATEMENTS

The

Board

of

Directors

of

Cablevisión

Holding

has

ap

proved

th

ese

c

onsolidated

financia

l

stateme

nts

and

authorized their issua

nce for March 10, 20

22.

These

consolidated

fina

ncial

statements

for

the

year

ended

December

31,

20

21

,

and

for

the

purposes

of

their filing

with the LSE, have be

en approved by Cablevisión Holding’s Board of

Directors

on

April

22

, 202

2

Price Wat

erhouse & Co. S.R

.L., B

ouchard 5

57, piso 8°, C110

6ABG

-

Ciuda

d de Buen

os Aires

T: +(54.11)

4850.0000, F

: +(54.11)

4850.1800

, www.pwc.c

om/ar

Indep

ende

nt au

dit

or’s re

por

t

To the Sh

arehold

ers, Pres

ident and

Direct

ors of

Cablevisió

n Hold

ing S.A.

O

pinion

We have a

udited

the cons

olidate

d financ

ial state

ments

of Cabl

evisión H

olding

S.A. (

“the Co

mpany”)

and its s

ubsidiar

ies (

“

the G

roup

”

)

whic

h

com

prise

the c

onsol

idated st

atement

of fin

ancial p

osition

as at

December

31, 20

2

1

,

and th

e cons

olidated

state

ment

of

c

omprehens

ive inco

me,

consolidat

ed

statement o

f chan

ges in e

quity,

a

nd

co

nsolidat

ed stat

ement of

cash f

lows for

the year

then e

nded, and

the notes t

o the

c

onsolid

ated

fi

nancial st

atements

, whic

h includ

e signif

icant ac

coun

ting polici

es and

other exp

lanator

y infor

mation.

In our opinion, the

acc

ompanyin

g conso

lidate

d financ

ial stat

ements pr

esent

fairly,

in all ma

terial

respects

, the co

nsolida

ted fina

ncial pos

ition

of the G

roup as

at

Dece

mber 31, 202

1

, and i

ts

consolidat

ed fina

ncial p

erfor

mance and

its cons

olidate

d cash fl

ows for t

he ye

ar then e

nded i

n

accordanc

e

wit

h

Intern

ation

al Financ

ial Re

porting

Standar

ds (IFR

S).

Basis

fo

r

opinion

We conduc

ted our

audit

in accor

dance w

ith Intern

ational

Standards

on

Auditing (I

SAs). O

ur

responsib

ilities un

der t

hose s

tandards

are furt

her des

cribed

in the

Auditor

’s respo

nsibilities

for th

e

audit of the

cons

olidate

d financ

ial stat

ements

sectio

n of our r

eport.

We believe

that the

audit

evidenc

e we h

ave obta

ined i

s sufficie

nt and a

ppropr

iate to pr

ovide

a basis

for our o

pinion.

Indepen

dence

We are i

ndependen

t of the

Group i

n accor

dance w

ith the In

ternatio

nal Co

de of Et

hics for Pro

fess

ion

al

Accounta

nts (inc

luding Int

er

national In

depend

ence Sta

ndards)

issue

d by the In

ter

national

Ethics

Standards

Board

for Acc

ountants

(IES

BA Code)

and t

he ethica

l require

ments

that are r

elevant

to our

audit of the

cons

olidate

d financ

ial stat

ements

in

Arg

entin

a

.

We have

fulfill

ed our ot

her ethic

al

responsib

ilities i

n accor

dan

ce with the

IESBA C

ode.

Key audit m

atters

Key audit

matters

are thos

e matt

ers that,

in our pr

ofess

ional jud

gment,

were of m

os

t significanc

e in

our audit

of the co

nsol

idated fi

nancial s

tatement

s of th

e curr

ent perio

d. Thes

e ma

tters were a

ddress

ed

in the con

text of

our aud

it of the co

nsol

idated fin

ancial

statement

s as a

whole, an

d in f

orming

our

opinion th

ereon, a

nd we do

not pr

ovide a s

eparate

opi

nion on thes

e ma

tters.

2

Key audit m

atter

How our audit a

ddressed the key audit

matter

Recovera

bility of goodwill

At

Dece

mber 31,

2021, t

he cons

olidated

carry

ing amount of

goodwi

ll is $ 3

59,118

million,

of which $

358,24

5 milli

on acc

ounts for t

he

goodwill

of the

Argentin

e busines

s recor

ded by

the Comp

any.

As detai

led in Not

es 3.l)

and 3.u

.1.) to

the

consolidat

ed fina

ncial s

tate

ments, the C

ompany

Management

monit

ors the r

ecov

erability

of the

goodwill

of the c

ash

-

gener

ating

unit (CG

U)

relating

to the Ar

gentine b

us

iness

at t

he end

of

each fis

cal year,

or more

freque

ntly,

if events

or

circums

tances i

ndicate t

hat it m

ay be i

m

paired.

In determ

ining the r

ecover

able

amount

of that

CGU, the

higher

of its fa

ir valu

e less c

osts of

disposa

l and its

value

in use is c

onsider

ed. The

fair value

is calcu

lated us

ing the

market

capitaliza

tion val

ue of Te

lec

om Argent

ina S.A.

and the va

lue in us

e is es

timate

d through

a

discount

ed cash

flows met

hod.

At Decemb

er 31,

2021, t

he rec

overable am

ount

of the CGU

relat

ing to the

Argen

tine bus

iness

was deter

mined t

hrough f

air v

alue less c

osts of

disposa

l.

This area

is key to

our a

udit pr

ocedur

e due

to

the mater

iality of

the ba

lances

involved a

nd

because it involves

the exe

rcise of

Management

’s judg

ment to

deter

mine the

recover

able amoun

t of the

CGU, wh

ich is

subject

to uncer

tainty an

d future ev

ents

.

Dealing wi

th this m

atter

involves

a hig

h degree

of

profes

sional jud

gment

by the

auditor a

nd

effort in t

he perfor

mance o

f the

procedur

es,

consider

ing the

nature of

the as

sociated as

set.

We have p

erform

ed aud

it procedur

es over

Management

’s proc

ess for

determ

ining the

recover

able amoun

t of the

CGU r

elating

to the

Argentin

e business

, whic

h inc

luded:

•

testing th

e effec

tivenes

s of c

ontrols over

the recover

ability

of go

odwill,

includ

ing

controls ov

er the

determin

ation

of fair

value less

costs

of dispos

al for

the CGU

relating

to the Ar

gentine b

us

iness;

•

reviewin

g t

he inf

ormation

and

mathema

tical calc

ulatio

ns used to

determin

e the fa

ir value

less

costs

of

disposa

l, includi

ng the s

ource of

informat

ion used f

or th

e deter

mination

of

the mark

et capita

lizatio

n value;

•

reviewing t

he se

nsitivity

analys

is

performe

d by Man

agemen

t on t

he

recover

able amoun

t of the

CGU;

•

evaluati

ng the appr

opriat

enes

s of the

disclosures

inclu

ded in

the fina

ncial

statements

regar

ding the

impa

irment of

assets.

Consider

ing that r

elativ

ely min

or chan

ges to the

assumpti

ons use

d may hav

e a m

aterial i

mpact

on the est

imated rec

over

able amou

nt, w

e have

also reli

ed on o

ur valuati

on ex

perts to h

elp us t

o

review th

e calc

ulation of

the rec

overab

le amount

of the CGU

.

3

Regulator

y disputes

As descr

ibed in No

te 2.c

) to the c

onsolid

ated

financia

l stateme

nts, th

e Natio

nal Execu

tive

Branch has

issue

d

Emerg

ency

Decree N

o.

690/20, w

hich dec

lared co

mmunic

ations

and

informat

ion techn

ology s

ervices

as “es

sential

and strat

egic pub

lic serv

ices

subject

t

o

competiti

on”. Wi

thin the fr

amework

of the

decree, t

he prices

of the

aforeme

ntione

d

servic

es will be

regulat

ed by

the Natio

nal

Commun

ications A

gency (

“ENACO

M”). In vi

ew

of this, T

elecom

Argenti

na S.A. fi

led a co

mplaint

with a cour

t with

jurisdict

ion ov

er

admin

istrat

ive

litigatio

n matters

chall

enging the

constit

utiona

lity

of Emerge

ncy

Dec

ree No.

690/20 a

nd the

ENACOM Res

olu

tions ad

opted

under th

is

decree.

Addition

ally, Not

e 20.2.h)

to th

e

consolidat

ed fina

ncial st

atement

s des

cribes th

e

situation

arising fr

om R

esolutio

n No. 50

/10 and

subseque

nt reso

lutions fr

om the

Secr

etariat of

Domestic

Trade

which es

tablish

ed that ca

ble

television

operator

s had t

o app

ly a for

mula to

calculate t

heir mon

thly

basic

subscr

iption prices

.

Telecom Ar

gentina

S.A. f

iled s

everal

ad

minis

trative cl

aims an

d lega

l actions c

alling

for a stay of

those

resol

utions

and requ

estin

g

their annul

ment.

In the af

orementi

oned n

otes, the C

ompany

describes

the act

ions f

iled in c

onnec

tion with

these reg

ulatory d

isput

es, their

status

at

December

31, 20

21 and M

anagem

ent’s

assess

ment of the

potent

ial imp

act of

these

regulati

ons.

At December

31, 2021, no liabil

ity has been

recognize

d aris

ing from

these dis

putes s

ince,

after eva

luating av

ailab

le infor

mation

,

Management

cons

iders tha

t it is not

prob

able

t

hat a los

s will b

e incurr

ed in any

of th

e pend

ing

litiga

tio

n laws

uit

s.

This area

is key to

our a

udit pr

ocedur

e due to

the mater

iality of

the pot

ential im

pact t

hat these

matters cou

ld hav

e on the f

uture b

usines

s of the

Company a

nd its

subsidiar

y T

elecom Ar

g

entina

S.A., and to

the fac

t that t

he as

sessment

of that

impact an

d its pr

obabili

ty of oc

currenc

e, base

d

on the evo

lution

of the pen

ding l

egal

proceed

ings, invo

lve th

e exerc

ise of si

gnifica

nt

judgment by

Man

agement

. Conseq

uently

, these

matters a

lso involv

e the

exer

cise of pr

ofessio

nal

judgment a

nd effor

ts in th

e perfor

mance o

f the

procedures

by the auditor, cons

idering the

nature of t

hese co

ntinge

ncies

.

We have p

erform

ed aud

it procedur

es over

Management

’s proc

ess for

evalu

ating the

reasona

bleness of

Manage

ment’s

assess

ment

of conting

ent s

ituations

arising

from t

he

aforement

ioned re

gulatory

disput

es, wh

ich

included

:

●

tes

ting th

e effectiv

eness

of contr

ols

a

ssociated

with M

anage

ment’s

assess

ment of c

laims an

d legal

proceed

ings, incl

uding c

ontr

ols to

determin

e whether

a los

s is proba

ble

and whet

her the a

mount of

the

loss can

be reaso

nably est

imated;

●

obta

ining

and eva

luating c

onfirm

ations

from intern

al and

extern

al lega

l counse

l,

the reaso

nablenes

s of Man

agement

’s

assess

ment, and w

hether

an

unfavour

able

outc

ome is r

easonab

ly

likely or

probab

le and ca

n be reas

onab

ly

estimated;

●

ev

aluating t

he ade

quacy of

the

disclosures

inclu

ded in

the fina

ncial

statements

relati

ng to th

e regu

latory

disputes

mentione

d abov

e.

Consider

ing the c

omplex

ity of th

e reg

ulatory

disputes

and the po

tentia

l impac

t they

could

have on th

e bus

iness of

the Comp

any and

its

subsidiar

y Teleco

m Argen

tina S

.A., we

have

also reli

ed on th

e intern

al a

nd extern

al advisor

s

with spec

ialize

d skills an

d knowl

edge to

assist

us in the

evaluati

on.

4

Other infor

mation

The other i

nform

ation co

mpris

es the Ann

ual Re

port

.

Bo

ard of D

irectors

is resp

onsible

for the ot

her

informat

ion.

Our opini

on on th

e conso

lidated

financ

ial sta

tements d

oes not

cover the

other

infor

mation and w

e do

not and w

ill not ex

press

any

form of as

surance c

onclu

sion ther

eon.

In connec

tion w

ith our a

udit of t

he cons

olidate

d fina

ncial stat

ements

, our r

espons

ibility is

to rea

d the

ot

her infor

mation

ident

ified abov

e and, in

doin

g so, con

sider wh

ether the

other

infor

mation is

materia

lly

inconsist

ent with

the cons

ol

idated fin

ancial s

tatem

ents or

our know

ledge obt

ained

in the aud

it, or

otherwis

e appear

s to be m

ateria

lly miss

tated.

I

f, bas

e

d on the work we have perf

ormed on the other

informat

ion, we co

nclu

de that t

here is a

mater

ial miss

tateme

nt of th

is other

informa

tion, we

are

required to

report

that fac

t. We

have noth

ing to re

port

in this

regard

.

Responsi

bilities of Board of Direc

tors

and Audit

C

ommittee

for the c

onsolidated financial

statement

s

Board of D

irectors

is resp

ons

ible for t

he prepar

ation a

nd fair pr

esentat

ion of t

he cons

olidat

ed financ

ial

statements

in acc

ordanc

e with

IFRS

, an

d for suc

h inter

nal contr

ol as

Board of D

irec

tors

deter

mines is

necessar

y to enab

le the pr

eparat

ion of co

nsolida

ted fi

nancial sta

tements

that

are fr

ee from m

aterial

misstate

ment, wh

ether du

e to fr

aud or

error.

In prepar

ing the c

onsoli

dated f

inancia

l stateme

nts, Bo

ard of D

irectors

is res

ponsi

ble for as

se

ssing

the

Group’s a

bility t

o contin

ue as a go

ing c

oncern,

disclos

ing, as ap

plicab

le, matt

ers relat

ed to g

oing

concern an

d using t

he goi

ng conc

ern bas

is of ac

counti

ng unless

mana

gement

either

intends

to

liquidate

the

Gr

oup or to c

ease op

erations

, or has

no real

istic a

lternative

but to

do s

o.

Audit Comm

ittee

is

res

ponsibl

e for ov

erseeing t

he Gro

up’s f

inancia

l reporti

ng proc

ess.

Auditor’s

responsibilities

for the audit of the consolida

ted

financi

al statem

ents

Our objec

tives are

to obta

in reas

onabl

e assuranc

e abo

ut whether t

he co

nsolida

ted

fin

anc

ial

statements

as a w

hole ar

e free fr

om mat

erial mis

statement,

whe

ther due

to fraud

or err

or, and to

issue

an auditor

’s repor

t that

includes

our op

inion. Reas

ona

ble ass

urance

is a high

level of

assuranc

e but

is

not a gu

arantee t

hat an a

udit co

nducte

d in accor

dance w

ith ISAs

will a

lways de

tect a mat

eria

l

misstate

ment wh

en it exist

s. Miss

tateme

nts can

arise fr

om fra

ud or er

ror and

are cons

idered

materia

l

if, ind

ivid

ual

ly or

in the a

ggregat

e, they

could r

easonab

ly be ex

pected t

o influe

nce the ec

onom

ic

decisions

of user

s taken

on the

basis of

these

consolid

ated

fin

ancial st

atement

s.

As part

of an audit

in acc

ordance w

ith IS

As, we ex

erci

se profess

ional j

udgmen

t and m

aintain

professio

nal sc

epticis

m through

out the

audit.

We also

:

•

Identify a

nd asses

s the r

isks of

materia

l misstate

ment

of the

conso

lidated

fi

nancia

l statemen

ts,

whether du

e

to fr

aud or er

ror, des

ign a

nd perfor

m audi

t procedur

es r

esponsive

to thos

e risks

, and

obtain aud

it ev

idence th

at is

sufficie

nt and a

ppropriat

e to pr

ovide

a basis

for our

opinion

. The r

isk

of not de

tecting a

materia

l miss

tatemen

t resultin

g fro

m fraud is h

igher

than f

or one r

esulti

ng from

error, as

fraud may

invo

lve c

ollusion, f

orgery

, intent

ional omiss

ions, m

isrepr

esent

ations, or

the

override

of intern

al contr

ol.

5

•

Obtain an

unders

tanding of

inter

nal contro

l relev

ant to

the aud

it in ord

er to des

ign aud

it pro

ce

dures

that are ap

propr

iate in the

circ

umstances

, but

not for th

e purpos

e of ex

pressin

g an opini

on on th

e

effective

ness of t

he

Gro

up’s

inter

nal co

ntrol.

•

Evaluate

the ap

propriaten

es

s of acc

ounting po

licies us

ed a

nd the re

asona

bleness

of accou

nting

estimat

es

and re

lated d

isclos

ures mad

e by

Boar

d of D

irectors

.

•

Conclude

on the a

ppropr

iateness

of Boar

d of Dir

ectors

use of t

he go

ing concer

n basis

of

accounti

ng and, bas

ed o

n the a

udit evi

dence obt

ained,

whether a

mater

ial unc

ertainty

exists

related to

events

or

cond

itions tha

t may cas

t sign

ificant do

ubt on t

he

Gro

up’s

ability to c

ontinu

e as

a going c

oncern.

If we c

onclud

e that a

materia

l uncer

tainty ex

ists, w

e are r

equired

to draw att

ention

in our au

ditor’s r

eport to t

he r

elated dis

closures

in the c

onsol

idated

f

inanci

al state

ments or,

if such

disclosures

are in

adequ

ate, to m

odify our

opinio

n. Our

conclusio

ns are

based

on the audi

t

evidenc

e obtaine

d up to t

he dat

e of our a

uditor’s

repo

rt. Howev

er, futur

e even

ts or c

onditions

may

cause

the

Group

t

o cease

to cont

inue as

a go

ing conc

ern.

•

Evaluate

the over

all pr

esentati

on, struc

ture an

d cont

ent of th

e conso

lidated

financ

ial stat

ements,

including t

he dis

closures

, and w

heth

er the c

onsolidat

ed

fi

nancial st

atements

repr

esent the

underlyin

g transac

tions

and event

s in a

manner t

hat ac

hieves f

air prese

ntatio

n.

•

Obtain s

ufficien

t appropr

iate au

dit evid

ence re

garding

the fina

ncial inf

ormati

on of t

he entities

or

busines

s activit

ies with

in th

e Group t

o express

an op

inion on t

he cons

olidated

fina

ncial s

tatemen

ts.

We are res

ponsib

le for the

direc

tion, su

pervis

ion and

per

formanc

e of the Gr

oup a

udit. We r

emain

solely resp

onsi

ble for o

ur audit

opinion.

We commu

nicate w

ith

the Comp

any’s Aud

it Committ

ee

regar

ding, a

mong ot

her

matters, t

he planne

d

scope an

d timing

of the a

udit

and sign

ificant a

udit f

indings,

including

any s

ignific

ant def

iciencies

in

internal c

ontro

l that we

identify

during

our aud

it

.

We also provid

e

to

the Audi

t Commit

tee

wit

h a sta

tement t

hat we

have co

mplied w

ith relev

ant et

hical

requireme

nts regar

ding i

ndepen

dence, an

d to c

ommu

nicate wit

h them

all relat

ions

hips and ot

her

matters t

hat may r

easonab

ly

be thought t

o bear

on our

indepe

ndence, a

nd wher

e applic

able,

ac

tions

ta

ken to e

liminate

threats

or

safeguar

ds appli

ed.

From the ma

tters

commun

icated w

ith

t

he

Audit

Commi

ttee, we d

etermin

e thos

e matters

that were

of

most sig

nificance

in the

audit of

the cons

olidate

d fina

ncial sta

tements

of the

curre

nt per

iod and ar

e

therefor

e the key

audit mat

ter

s. We des

cribe

these mat

ters in o

ur audit

or’s rep

ort u

nless law or

regulati

on preclu

des pu

blic

disclosure

about t

he matter

or whe

n, in ext

reme

ly rare

circums

tances, w

e

determin

e that a

matter s

hould not

be co

mmunicat

ed in

our repor

t beca

use the a

dvers

e

conseque

nces of

doing so

woul

d reaso

nably be

expec

ted to ou

tweigh

the pub

lic inter

est benef

its of

such commu

nicat

ion

.

Autonomous

City of

Bueno

s Aires,

Apri

l

22

nd

, 202

2.

PRICE WAT

ERH

OU

SE & CO.

S.R.

L

Alejandro J

avier

Rosa

Partner