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Disclaimer This presentation may include statements that could constitute forward-looking statements, including, but not limited to Telecom Argentina s (the Company ) and it s management expectations for the Company s future performance, revenues, income, earnings per share, capital expenditures, dividends, liquidity and capital structure including as a result of the proposed merger with Cablevisión S.A. ( Cablevisión ); the impact of the emergency laws enacted by the Argentine government; and the impact of rate changes and competition on the Company s future financial performance. Forward-looking statements may be identified by words such as believes, expects, anticipates, projects, intends, should, seeks, estimates, future and other similar expressions, but they are not the only way the Company identifies forward-looking statements. Forward-looking statements involve risks and uncertainties that could significantly affect the Company s expected results. Due to extensive and rapid changes in laws and economic and business conditions in Argentina, it is difficult to predict the impact of these changes on the Company s financial condition. Other factors may include, but are not limited to, the evolution of the economy in Argentina, growing inflationary pressure and reduction in consumer spending and the outcome of certain legal proceedings. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as the date of this document. The Company undertakes no obligation to release publicly the results of any revisions to forward-looking statements which may be made to reflect events and circumstances after the date of this presentation, including, without limitation, changes in the Company s business or to reflect the occurrence of unanticipated events or as a result of new information or otherwise. Information included in this presentation is unaudited and may not match with that included in the financial statements of the Company or Cablevisión, due to rounding, reclassification matters, or other reasons. The figures related to Revenues, EBITDA and financial assets and debt arise from the information included in the financial statements issued by the Company and Cablevisión and presented to the Argentine Comisión Nacional de Valores which were prepared under IFRS (International Accounting Standards). EBITDA means, with respect to the Company or Cablevisión, as applicable, and for the period in which such determination is made, its sales minus sales costs, marketing and management costs (excluding amortizations and depreciations), or, which is the same: the business earnings before depreciation and amortization, all determined pursuant to the International Financial Reporting Standards ( IFRS ) as reflected in their respective financial statements. The combined data arises from adding the figures included in the basic financial statements of the Company and Cablevisión. Readers are encouraged to consult the Company s and Cablevisión s Annual Report and the Company s Form 20-F as well as periodic filings made on Form 6-K, which are filed with or furnished to the United States Securities and Exchange Commission and the Argentine Comisión Nacional de Valores. 1
Transaction overview The Boards of Telecom Argentina S.A. ( TEO ) and Cablevisión S.A. ( CBV ) have approved a merger-of-equals transaction whereby the two companies combine operations to be at the forefront of the communications industry in Latin America TEO is one of the leading wireless and fixed line communications provider in Argentina Over 19mm mobile customers Circa 3.9mm fixed lines of which 1.7mm deliver broadband access Approx. 2.5mm mobile customers in Paraguay plus a recently acquired DTH operation Significant investments done in the deployment of a state-of-the-art 4G network in the last years CBV is the #1 pay-tv and leading broadband provider in Argentina More than 3.9mm total unique subscribers (2.2mm broadband) Also the #2 pay-tv provider in Uruguay Has invested over US$1.9bn in its network in the last 5 years The combined company will have: Revenues of US$5,9 Bn EBITDA of US$1,8 Bn (EBITDA Capex) of US$0,4 Bn The transaction implies that each Cablevisión share will be exchanged for 9,871 Telecom Argentina shares 1 (resulting in an ownership in the combined company of 55% for CBV and 45% for TEO) Note: Values in US$ calculated at a rate of P$15.08 = US$1.00, using as a reference the U.S. dollar ask rate published by the Banco de la Nación Argentina and calculated using the average of such FX rate of the last 12 months as of 1Q17. 1 2 Exchange ratio will be adjusted in case of distributions over US$50mm
Transaction Summary and Capital Ownership Transaction summary Telecom Argentina S.A. will incorporate Cablevisión S.A. in an all stock transaction Telecom will issue 1,184.5mm new shares for Cablevisión S.A. shareholders All resulting company share classes will have equal economic and voting rights Telecom shareholders will keep 45% of the combined company shares Reference equity values of US$5.0bn for TEO and US$6.1bn for CBV Simplified ownership structures Pre-transaction structure 1 Former Nortel Fintech Telecom 3 Pref. Stock ANSeS Float 5 CVH Class B 35.2% Post-transaction 1,2 20.4% 25.4% 19.0% 60.0% 40.0% Fintech Telecom 3,6 Class B shares Total Float Float 4, 5 CVH 15.8% 29.2% 33.0% 22.0% Fintech Media 6 Fintech Media 1 Pre-transaction ownership structure of TEO after the reorganization of Telecom Argentina, Telecom Personal, Nortel Inversora and Sofora Telecomunicaciones 2 After the reorganization of Telecom Argentina and illustrates the ownership structure of the combined company 3 Only includes Fintech Telecom ownership through Sofora Telecomunicaciones 4 Float includes former Nortel Preferred Class B shares and shares held by the ANSeS 3 5 The Float includes 6.0% pre-transaction direct holding of Fintech Telecom in TEO (equivalent to 2.7% post-transaction holding) 6 Total Post/transaction holding of Fintech will reach 40.5%
Transaction rationale 4 1 Enhancing the ability to better serve our customers Enhanced scale and access to innovations that are driving global telecommunications and multi-product customer service 2 Strengthening Telecom s position in an evolving market Leadership across product categories and ability to carry out required investments 3 One of the largest investors in Argentina 4 Expected investments of over US$4.2bn during the next 3 years in deploying state-ofthe-art wireless and high speed fixed internet networks Creates the South America's independent telecommunications company that competes with world-class operators Creation of a fully convergent player in line with global sector trends 5 Significant value creation to stakeholders Important network development and procurement synergies, leveraging on Cablevisión's fixed network for deployment of 4G wireless network 4
Joining our forces Over 20mm mobile customers Strong B2B strategy (data management, cloud, etc.) Strong brand recognition of Personal Fully deployed, upgradable 4G network Highest share of 4G clients Best NPS and high brand recognition in video and broadband High capacity broadband network with strong presence across the largest cities of Argentina Pay TV client base with significant room for broadband expansion Unique content capabilities 5
Vision and strategic highways of growth for the combined company Vision Create the leading company in convergent solutions that will fulfill the digital life of people and facilitate the digital operations of enterprises and corporations Strategic Highways Access to Content Data Center Capabilities Mobile Mobile + Fixed Home Offering = UBB + TV Quad Play NPS Home Network = 6
Combined company synergies Opex optimization: Cross benefits from technological exchange of knowhow Savings on rental to other operators in the south and connectivity cost synergies Billing and collection cost savings Advertising savings SG&A optimization Reduction in mobile and fixed maintenance costs due to the combination of strength in terms of installations and repairs Capex synergies: Optimization of planned investments due to network combination Immediate increase of 20% in sites (from Nextel's 1,000 additional sites) would eliminate certain planned mobile infrastructure investments and installation costs required by TEO Optimization of planned upgrade to coverage network due to significant overlap in the Northern region of TEO's fixed telephone network and CBV's cable network Optimization of certain planned fiber investments and installation costs due to network combination Revenues synergies: Cross-selling increased loyalty and churn reduction Combine product portfolio and commercial capabilities to drive cross selling Revenue increase through cross-sell offering to existing clients, taking advantage of fully convergent solutions CBV s fixed coverage in the Southern region allows TEO to increase its B2B sales, avoiding rental to other operators Churn reduction and increased loyalty for both client bases driven by creation of combined platform and new integrated solutions Excludes transaction costs, integration costs and impact of regulatory risks In the 5 th year of effective merger, run-rate synergies are expected to reach approximately 1,5 to 1,9%, 2,5 to 2,9% and 1,1 to 1,5% of LTM combined revenues, opex and capex, respectively 7
Key figures 8 Revenues (LTM 1Q17) US$ Bn 1 Others Services EBITDA (LTM 1Q17) US$ Bn 1 EBITDA margin 28.2% 36.1% 31.1% 3.7 0.5 5.9 3.2 2.2 1.0 0.8 1.8 Telecom Cablevision Pro-forma Combined revenues breakdown (LTM 1Q17) 1 + Telecom Cablevision Pro-forma + Combined clients by segment in Argentina Pay TV 23% Total revenues: US$5.9 Bn Devices 9% Fixed BB 18% Fixed Voice 7% Mobile 39% Data & Others 4% 3.9mm subscribers 20.5mm subscribers 4.0mm subscribers 3.5mm subscribers 1 The financial figures are proforma, and unaudited. Combines the revenues and EBITDA figures reported by both Companies. Values in US$ calculated at a rate of P$15.08 = US$1.00, using as a reference the U.S. dollar ask rate published by the Banco de la Nación Argentina and calculated using the average of such FX rate of the last 12 months as of 1Q17.; 2 Considers the sum of number of clients reported by both companies. 8 Source: Company filings
Combined Net Debt as of March 31, 2017 In Ar$ Bn TEO CBV Combined Financial Assets 6.2 3.3 9.5 Financial Debt IFC Loan US$ 400mm (6.0) (1) - (6.0) Notes/Bonds in US$ US$ 78mm (TA) / US$ 500mm (CV) (1.2) (1) (7.7) (8.9) Notes in Ar$ - $ 1,442mm (1.4) (1) - (1.4) Bank Loans in Ar$/US$/Guaranies Bank Overdrafts in Ar$ Interest + Derivatives + NPV (0.4) (1.7) (2.1) (0.1) - (0.1) (0.1) (0.1) (0.2) Total Financial Debt (9.2) (9.5) (18.7) Net Financial Debt (A) (3.0) (6.1) (9.2) EBITDA LTM 1Q17 (B) 15.7 11.9 27.6 Net Financial Leverage Net Financial Debt / EBITDA (A)/(B) 0.2x 0.5x 0.3x Note: Proforma, unaudited. Total figures may not sum up due to rounding (1) Net of associated issuance expenses. 9
Closing remarks Enhances our ability to better serve our customers Creates the first fully convergent Telco in Argentina Combines two of the best telecom operators in Argentina with a strong subscriber base and best network quality and coverage Improves financial flexibility to carry out required investments Builds the most attractive professional project in Argentina Best employer branding and career growth opportunities Creates the independent telecommunications operator oriented to the local market to satisfy the needs of Argentine consumers 10
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Calculation of Exchange Ratio Telecom Argentina S.A. shares 1 969,159,605 Telecom Argentina S.A. resulting ownership in combined entity 45% New total shares outstanding 2,153,688,011 Shares to be given to Cablevisión S.A. shareholders 1,184,528,406 Total shares outstanding of Cablevisión S.A. 120,000 Agreed exchange ratio: Telecom Argentina S.A. shares for each Cablevisión S.A. share 9,871.07005 Reference Equity values 2 Reference Equity Value of Telecom Argentina S.A. (US$mm) 5,000.0 Reference Equity Value per share for Telecom Argentina S.A. in US$ 5.15911 Reference Equity Value of Cablevisión S.A. (US$mm) 6,111.11 Reference Equity Value per share for Cablevisión S.A. in US$ 50,925.93 1 Excludes 15,221,373 treasury shares; 2 Determined only with the objective of adjusting the exchange ratio Source: Company filings 13