Telecom Argentina S A : Financial Statements 2022

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Telecom Argentina S.A.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Telecom Argentina S.A. and its subsidiaries (the "Company") as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

1. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment - CGU of Telecom Argentina

As described in Notes 3.l), 3.m) 3.v), 3.v.1) and 8 to the consolidated financial statements, the Company's consolidated goodwill balance was $ 494,757 million as of December 31, 2022, and the goodwill assigned to a cash generating unit of Telecom Argentina ("the CGU of Telecom Argentina") was $ 494,067 million as of December 31, 2022. During fiscal year 2022, the Company has recognized an impairment of goodwill for $243,900 million. Management conducts an impairment test as of December 31 of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Recoverable value of the CGU is determined as the higher value between its fair value less costs of disposal (hereinafter "FVLCD") and its value in use (hereinafter "VIU"). FVLCD is calculated by management using the Company's market capitalization value and VIU is estimated using a discounted cash flow model. The assessment of the recoverable value of the CGU of Telecom Argentina included significant judgments made by management. As of September 30, 2022, management identified a trigger that indicated that the carrying value of goodwill may be impaired and therefore the need to review the estimate of the recoverable value of goodwill assigned to the CGU of Telecom Argentina. The recoverable value of the CGU of Telecom Argentina S.A. as of that date was determined by management through the FVLCD, since it was higher than the value in use. To determine the fair value of the CGU of Telecom Argentina, the market capitalization value of the Company was adjusted for (i) the estimated fair value of other CGUs, (ii) the effect of the net liabilities not subject to this impairment test at their estimated fair value (iii) an estimated control premium and (iv) estimated disposal costs in an orderly transaction. As of December 31, 2022, the recoverable value of the CGU of Telecom Argentina was determined by management through the VIU, since it was higher than the FVLCD as of that date. To determine the VIU of the CGU of Telecom Argentina, the management used a discounted cash flow model. Management's cash flow projections for the CGU of Telecom Argentina included significant judgments and key assumptions relating to revenue projections, long-term growth rate of normalized constant cash flow and the discount rate.

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The principal consideration for our determination that performing procedures relating to the goodwill impairment assessment of the CGU of Telecom Argentina is a critical audit matter is that there was significant judgment applied by management when developing the assessment of the recoverable value of the CGU of Telecom Argentina. This, in turn, led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to assess (i) the FVLCD of the CGU of Telecom Argentina and to evaluate adjustments made by management to the Company's market capitalization value, including the estimated fair value of other CGUs, the effect of the net liabilities not subject to the impairment test at their estimated fair value and the estimated control premium and (ii) the VIU of the CGU of Telecom Argentina and to evaluate the management's significant assumptions related to revenue projections, long-term growth rate of normalized constant cash flow and the discount rate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to management's goodwill impairment assessment, including controls over the determination of the recoverable value for the CGU of Telecom Argentina. These procedures also included, among others, evaluating the appropriateness of the recoverable value determination for the CGU of Telecom Argentina; testing the completeness, accuracy, and relevance of underlying data used in the estimate; and (a) in the case of FVLCD evaluating the adjustments to the Company's market capitalization value made by management, including (i) the estimated fair value of other CGUs (ii) the estimated fair value for the net liabilities not subject to the impairment test and (iii) the estimated control premium, and (b) in the case of VIU evaluating the reasonableness of the significant assumptions used by management related to the revenue projections, long-term growth rate of normalized constant cash flow, and the discount rate. Evaluating management' adjustments to Company's market capitalization value to determine the FVLCD of the CGU of Telecom Argentina involved evaluating whether the assumptions used by management were reasonable considering the consistency with: (i) valuation techniques generally used to determine fair values,

1. external market data and (iii) evidence obtained in other areas of the audit. Also, evaluating management's assumptions related to the revenue projections and long-term growth rate of normalized constant cash flow used to determine the VIU involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the CGU of Telecom Argentina; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in (a) the evaluation of the methodology used by management to determine the FVLCD and the reasonableness of the adjustments to the Company's market capitalization value made by management and (b) the evaluation of the management's discounted cash flow model and the discount rate assumption used to determine the VIU of the CGU of Telecom Argentina.

/s/ PRICE WATERHOUSE & CO. S.R.L.

(Partner)

/s/ Alejandro Javier Rosa

Autonomous City of Buenos Aires, Argentina

March 20th, 2023

We have served as the Company's auditor since 2003.

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