TEO Telecom Argentina SA

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As filed with the U.S. Securities and Exchange Commission on October 12, 2017.

Registration Statement No. 333-218046

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

FORM F-4

REGISTRATION STATEMENT

Under

the Securities Act of 1933

TELECOM ARGENTINA S.A.

(Exact Name of Registrant as Specified in its Charter)

Alicia Moreau de Justo, No. 50
C1107AAB, City of Buenos Aires

Argentina
Telephone: (54-11) 4968-4000
(Address and telephone number of Registrant’s principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone: (302) 738-6680
(Name, Address, and Telephone Number of Agent for Service)

Copies to:

Adam J. Brenneman, Esq.

Emilio Minvielle, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

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The information in this prospectus is not complete and may be changed.  These securities may not be sold until the registration statement filed with the Securities and Exchange Commission, in which this prospectus is included, is declared effective.  This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted.  The Reorganization contemplated herein has not yet been authorized by the Argentine National Securities Commission.

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holders representing at least two-thirds of the outstanding Nortel Preferred Shares are required to approve the deletion of Section 9 from the terms of issuance of the Nortel Preferred Shares.

As of the date of this prospectus, Nortel owns 36,832,408 Telecom Class B Shares and 502,034,299 Class A Ordinary Shares, par value Ps.1.00, of Telecom (“ Telecom Class A Shares ” and together with Telecom Class B Shares and the Telecom ADSs, “ Telecom Securities ”).  Based on the number of Nortel Preferred Shares issued and outstanding on the date hereof, Nortel expects that (i) holders of Nortel Preferred Shares and the Nortel ADSs will receive a total of 197,871,855 Telecom Class B Shares (directly or in the form of Telecom ADSs), representing approximately 20.42% of the total outstanding capital stock of Telecom and (ii) holders of the common stock of Sofora will receive Nortel’s remaining 340,994,852 Telecom Class A Shares, representing approximately 35.18% of the total outstanding capital stock of Telecom.  As a result of the Reorganization, all Nortel Shares and Nortel ADSs (together, “ Nortel Securities ”) will be cancelled.

All Telecom Class B Shares outstanding at the effective time of the Reorganization will remain outstanding following effectiveness of the Reorganization.  No additional distribution or consideration in cash or in kind will be made or paid by Nortel or Telecom to the shareholders of Nortel in connection with the Reorganization or Nortel’s distribution of Telecom Class B Shares (other than as a result of the conversion of Telecom Class A Shares into Telecom Class B Shares).

The Telecom Class B Shares and the Nortel Preferred Shares are listed on Bolsas y Mercados Argentinos S.A., or “ BYMA ,” the successor entity to Mercado de Valores de Buenos Aires S.A. or “MERVAL.”  The Nortel ADSs and the Telecom ADSs are listed on the New York Stock Exchange (“ NYSE ”) under the symbol “NTL” and “TEO,” respectively, and in addition, Nortel ADSs are listed on the Luxembourg Stock Exchange.

The Participating Companies currently expect that the Reorganization will become effective as of the date (the “ Reorganization Effectiveness Date ”) on which each of the following conditions will have been satisfied: (i) approval of the Reorganization on the terms and conditions set forth in the Preliminary Reorganization Agreement by the shareholders of the Participating Companies at each of their respective general shareholders’ meetings in the case of Telecom, Personal, Nortel and Sofora, (ii) approval of the Reorganization on the terms and conditions set forth in the Preliminary Reorganization Agreement by the shareholders at the Nortel Preferred Special Meeting and the special meeting of holders of Nortel Common Shares (the “Nortel Common Special Meeting”) in the case of Nortel, (iii) Telecom has prepared its technical and operational systems with the capacity to absorb the operations of Personal, Nortel and Sofora, (iv) the execution of a definitive reorganization agreement (the “ Final Reorganization Agreement ”), as required under Argentine law; (v) the receipt of the authorization from ENACOM ( Ente Nacional de Comunicaciones ) in connection with the amortization of Sofora Common Shares  representing 15.0% of Sofora’s outstanding capital stock (the “ ENACOM Amortization Authorization ”); (vi) the receipt of the authorization from ENACOM to dissolve Nortel and to convert Telecom Class A Shares into Telecom Class B shares for distribution to the holders of Nortel Preferred Shares (the “ ENACOM Nortel Authorization ”); (vii) the receipt of the authorization from ENACOM for the transfer of all telecommunications licenses held by Personal, and required for the use of wireless spectrum in Personal’s operations, from Personal to Telecom (the “ ENACOM Licenses Authorization ,” and, together with the ENACOM Amortization Authorization and the ENACOM Nortel Authorization, the “ ENACOM Authorizations ”) and (viii) the amortization in full of 140,704,640 Sofora Common Shares, representing 32.0% of Sofora’s outstanding capital stock (see “The Reorganization—Effects of the Reorganization—Sofora’s Bono de Goce ” in this prospectus). In addition, the Participating Companies currently expect that the Reorganization will be completed as of the date (the “ Reorganization Completion Date ”) on which each of the following corporate and administrative procedures is satisfied: (i) the receipt of an administrative consent ( conformidad administrativa ) from the Argentine National Securities Commission ( Comisión Nacional de Valores , or the “ CNV ”) with respect to the Reorganization, (ii) the registration of the Final Reorganization Agreement with the Public Registry of Commerce of the City of Buenos Aires ( Inspección General de Justicia ) and (iii) any other authorizations that may be necessary from any other governmental or regulatory entities to consummate the Reorganization.  As of the date of this prospectus, conditions (i), (v) and (viii) have been fully satisfied.  See “The Reorganization—Conditions to the Effectiveness of the Reorganization.”

The Board of Directors of Nortel has carefully reviewed and considered the terms and conditions of the Preliminary Reorganization Agreement.  The Board of Directors of Nortel has recommended that the holders of Nortel Securities vote “FOR” the Reorganization as contemplated by the Preliminary Reorganization Agreement.

This prospectus contains information regarding a preliminary agreement that was announced on June 30, 2017 to merge Telecom and Cablevisión S.A. (“Cablevisión”), a company organized and existing under the laws of Argentina (such transaction, the “Merger”). We are not asking you to vote on this proposed merger, and you were not eligible to vote at Telecom’s general ordinary and extraordinary shareholders’ meeting in connection with such transaction, which has already been approved at such meeting held on August 31, 2017.  For further information, see the section entitled “The Merger.”

The accompanying disclosure documents (including the Preliminary Reorganization Agreement, incorporated by reference to this prospectus) contain detailed information about the Reorganization.  This is not a proxy

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statement.  We are not asking you for a proxy and you are not requested to send us a proxy.  If you are a holder of Nortel ADSs, you will be contacted by the depositary for your ADSs with further instructions on how you can instruct such depositary to vote the shares underlying your ADSs.  We encourage Nortel shareholders to read this prospectus carefully before voting, including the section entitled “Risk Factors” beginning on page 29.

Neither the U.S. Securities and Exchange Commission (the “ SEC ”) nor any state securities commission has approved or disapproved of the securities to be distributed under this prospectus or determined if this prospectus is accurate or adequate.  Any representation to the contrary is a criminal offense.  Telecom Class B Shares to be distributed as a result of the Reorganization may not be delivered and sold unless and until the Reorganization Effectiveness Date occurs and the deposit of the relevant Telecom Class B Shares is made to each of the corresponding accounts.  The Argentine reorganization prospectus is in a different format than this prospectus in accordance with CNV regulations.

This prospectus is dated October 12, 2017 and is first being mailed to Nortel shareholders on or about October 12, 2017.

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·                   the way the Argentine government regulates Law No. 27,078, the Argentina Digital Law or “LAD,” as amended by Decree No. 267/15, Decree No. 1340/16, as well as the impact of the announced new project, the Telecommunications Law, which has not yet been sent to Congress;

·                   the creditworthiness of Telecom’s actual or potential customers;

·                   nationalization, expropriation and/or increased government intervention in companies;

·                   technological changes;

·                   the impact of legal, corporate or regulatory matters, changes in the interpretation of current or future regulations or reform and changes in the legal or regulatory environment in which we and Telecom operate; and

·                   the effects of increased competition.

Many of these factors are macroeconomic and regulatory in nature and therefore beyond the control of Telecom’s management.  Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended, planned or projected.  The Company does not intend and does not assume any obligation to update the forward-looking statements contained in this prospectus.

These forward-looking statements are based upon a number of assumptions and other important factors that could cause our and Telecom’s actual results, performance or achievements to differ materially from our and Telecom’s future results, performance or achievements expressed or implied by such forward-looking statements.  Readers are encouraged to consult any report on Form 6-K or the annual reports on Form 20-F of Nortel and Telecom that may be incorporated in this prospectus by reference or a prospectus supplement.

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Fluctuations in the exchange rate between the peso and the U.S. dollar affect the U.S. dollar equivalent of the peso price of the Telecom Class B Shares and the Nortel Preferred Shares on the BYMA and may also indirectly affect the market price of the Telecom ADSs and the Nortel ADSs.

This prospectus contains translations of various peso amounts into U.S. dollars at specified rates solely for your convenience.  You should not construe these translations as representations by us that the nominal peso or constant peso amounts actually represent the U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.

References herein to “pesos” or “Ps.” are to Argentine pesos, and references to “U.S. dollars” or “U.S.$” are to United States dollars.

For purposes of the exchange, a “business day” means any day on which the principal offices of the SEC are open to accept filings and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

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EXCHANGE CONTROLS

In January 2002, with the approval of the Public Emergency Law, Argentina declared a public emergency situation in its social, economic, administrative, financial and foreign exchange matters and authorized the Argentine Executive Branch to establish a system to determine the foreign exchange rate between the peso and foreign currencies and to issue foreign exchange-related rules and regulations.  Within this context, on February 8, 2002, through Decree No. 260/2002, the Argentine Executive Branch established (i) a single and free-floating foreign exchange market through which all foreign exchange transactions in foreign currency must be conducted and (ii) that foreign exchange transactions in foreign currency must be conducted at the foreign exchange rate to be freely agreed upon among contracting parties, subject to the requirements and regulations imposed by the Central Bank.

The following is a description of the main aspects of Central Bank regulations concerning outflows of funds from Argentina.

Outflow of Capital

Payment of Profits (Earnings and Dividends)

No limitations are imposed to access the foreign exchange market to pay earnings and dividends.  Access to the foreign exchange market for this purpose requires the presentation of an affidavit declaring compliance with the reporting regimes established by Communication “A” 3602 (dated May 7, 2002, as amended and supplemented) and Communication “A” 4237 (dated November 10, 2004, as amended and supplemented), as applicable.

Notwithstanding the above, as of December 31, 2016, pursuant to General Resolution No. 3,417/12, as amended, of the Argentine federal tax authority ( Administración Federal de Ingresos Públicos , or “ AFIP ”), Argentine residents who accessed the foreign exchange market to pay dividends and interests abroad (among other items), were obliged to previously inform in advance the payment of interests through the AFIP’s website and obtain an Advanced Sworn Statement of Payments made Abroad ( Declaración Jurada de Pagos al Exterior ).  However, on March 6, 2017, this resolution was abrogated by General Resolution AFIP 4008/17.

Non-residents have access to the foreign exchange market for payment of, among others, services, earnings and current transfers collected in Argentina according to the specific regulations that apply to non-residents to access the foreign exchange market.

Other Regulations

Transactions by non-residents

In December 2015, the Argentine government implemented a series of measures to deregulate and implement more flexible rules regarding foreign exchange controls.  Communications “A” 5850, “A” 5861, “A” 5899, “A” 6037, “A” 6058, “A” 6067, “A” 6137, “A” 6150, “A” 6174, “A” 6244 and “A” 6312, in each case as amended, were implemented along with certain other reforms and collectively referred hereto as the “New Regulations.”  The New Regulations sets forth the regulations applicable to access to the foreign exchange market by non-residents.

In this respect, financial entities can grant access to the foreign exchange market to non-residents. For this purpose, financial entities must require the taxing identification number of the non-resident client (or passport number for individuals) or the taxing identification number of the argentine resident who acts as a representative of the non-resident person, in this case, the representative must in addition inform to the financial entity the complete identification information of the non-resident.

Before accessing the foreign exchange market, the intervening authority must ensure that the requirements established by the regulations are complied with. 

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Report of issuances of securities and other foreign indebtedness of the private financial and non-financial sector

Pursuant to Communication “A” 3602, as amended, all individuals and legal entities in the private financial and non-financial sector must report their outstanding foreign indebtedness (whether peso or foreign currency-denominated) at the end of each quarter.  The debts incurred and repaid within the same calendar quarter need not be reported.

Direct Investment Reports

Communication “A” 4237 established reporting requirements in connection with direct investments made by local residents abroad and by non-residents in Argentina, which is still in force as of the date of this prospectus.  Direct investments are defined as those that reflect the long-standing interest of a resident in one economy (direct investor) in another economy’s resident entity, such as an ownership interest representing at least 10% of a company’s capital stock or voting rights.  The reporting requirements prescribed by this Communication “A” 4237 are to be met on a biannual basis.

Notwithstanding the above, there can be no assurance that the Central Bank will not require again its prior authorization for, or restrict in some other way, the transfer of funds abroad for principal and/or interest payments by Telecom to its foreign creditors or for dividend payments by Telecom to its foreign shareholders.

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Q:           What will be the name of the reorganized company if the Reorganization is approved?

A:            If the Reorganization is approved, the reorganized company, which we also refer to as the “surviving company,” will be Telecom Argentina S.A.  Nortel, Sofora and Personal will no longer exist as separate entities.

Q:           What is the status of the Reorganization?

A:            As of March 31, 2017, the Preliminary Reorganization Agreement has been approved by the Boards of Directors of the Participating Companies.  The shareholders of the Participating Companies approved the terms and conditions of the Reorganization, including the Preliminary Reorganization Agreement and related documentation, at the general shareholders’ meetings on May 22, 2017, in the case of Sofora and Nortel, and on May 23, 2017, in the case of Telecom and Personal.  In addition, holders of Nortel Preferred Shares and Nortel Common Shares will be asked to approve the terms and conditions of the Reorganization, including the Preliminary Reorganization Agreement and related documentation, at the Nortel Preferred Special Meeting and the Nortel Common Special Meeting, respectively.  Once all of such shareholder approvals have been received, the Participating Companies will take such actions required to complete all other regulatory and administrative requirements related to the Reorganization, including seeking the ENACOM Authorizations and an administrative consent from the CNV.  The distribution of Telecom Class B Shares to holders of Nortel Preferred Shares (including all of the Telecom Class B Shares resulting from the conversion of Nortel’s Telecom Class A Shares) to the holders of Nortel Preferred Shares at the Preferred B Share Distribution Ratio (or the holders of Nortel ADSs at the ADS Distribution Ratio) and of Telecom Class A Shares to holders of Sofora Common Shares and the cancellation of the Nortel Securities and Sofora Common Shares will occur on the Reorganization Completion Date.

Q:           What will happen to the Nortel Preferred Shares and Nortel ADSs in the Reorganization, and what will holders of Nortel Preferred Shares and Nortel ADSs receive if the Reorganization is completed?

A:            If the Reorganization is approved and consummated, holders of Nortel Preferred Shares will receive 134.565053 Telecom Class B Shares for each Nortel Preferred Share and holders of Nortel ADSs will receive 1.34565053 Telecom ADSs for each Nortel ADS.  Upon the consummation of the Reorganization, all Nortel Securities will be cancelled.

Q:           Are the Telecom Securities and the Nortel Preferred Shares and Nortel ADSs traded on any stock exchange?

A:            Telecom Class B Shares and Nortel Preferred Shares are listed and traded on the BYMA under the symbol “TECO2” and “NORT6,” respectively.  The Telecom ADSs and the Nortel ADSs are listed and traded on the NYSE under the symbols “TEO” and “NTL,” respectively.  Nortel ADSs are also listed on the Luxembourg Stock Exchange.

Q:           If I hold Nortel ADSs, how will my fractional entitlements to Telecom ADSs be treated at the time of the Reorganization?

A:            As a result of the Reorganization, subject to compliance with the provisions of each of the Amended and Restated Deposit Agreement, dated as of May 22, 1997 (the “ Nortel ADS Deposit Agreement ”), among Nortel, JPMorgan Chase Bank, N.A., as depositary for the Nortel ADSs (the “ Nortel ADS Depositary ”) and all holders from time to time of Nortel American depositary receipts issued thereunder evidencing Nortel ADSs, the holders of Nortel ADSs will be entitled to receive 1.34565053 Telecom ADSs for each Nortel ADS.  Telecom ADSs will be issued pursuant to, and subject to the terms and conditions of, the Deposit Agreement dated as of November 8, 1994 (as amended on August 28, 1997, the “ Telecom ADS Deposit Agreement ”) among Telecom, JPMorgan Chase Bank, N.A., as depositary for the Telecom ADSs (the “ Telecom ADS Depositary ”) and all holders from time to time of Telecom American depositary receipts issued thereunder evidencing Telecom ADSs.  No fractional Telecom ADSs will be issued.  Fractional entitlements to Telecom ADSs will be aggregated and sold.  The net proceeds from the sale of fractional entitlements to Telecom ADSs will be distributed on a pro rata basis to the holders of Nortel ADSs that otherwise would have been entitled to receive a fraction of a Telecom ADS.

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Q:           Will holders of Nortel Preferred Shares or Nortel ADSs have to pay brokerage commissions?

A:            Holders of Nortel Preferred Shares or Nortel ADSs will not have to pay brokerage commissions if their Nortel Preferred Shares or Nortel ADSs are registered in their name.  However, if such securities are held through a bank or broker or a custodian, holders of Nortel Preferred Shares or Nortel ADSs should inquire as to whether any other transaction fee or service charges may be charged by the broker or custodian in connection with the Reorganization.

Q:           What shareholder approvals are needed in connection with the Reorganization?

A:            The Nortel Reorganization will require the affirmative votes of holders representing at least two-thirds of the outstanding Nortel Preferred Shares pursuant to Section 9(i) of the terms of issuance of the Nortel Preferred Shares.  At the Nortel Preferred Special Meeting, holders representing more than 50% of the Nortel Preferred Shares present at the Nortel Preferred Special Meeting must vote to approve the loss of preferential rights of the Nortel Preferred Shares caused by the Nortel Reorganization, and holders representing at least two-thirds of the outstanding Nortel Preferred Shares are required to approve the deletion of Section 9 from the terms of issuance of the Nortel Shares.  Finally, at the Nortel Common Special Meeting, holders representing more than 50% of the total outstanding Nortel Common Shares are required to approve the dilution of voting rights as a result of the Reorganization.

In addition, the Reorganization will require the affirmative votes of (i) holders representing more than 50% of the total outstanding capital stock of Nortel entitled to vote at an extraordinary general shareholders’ meeting of Nortel, (ii) holders representing more than 50% of the total outstanding capital stock of Sofora entitled to vote at an extraordinary general shareholders’ meeting of Sofora, (iii) holders representing more than 50% of the total outstanding capital stock of Personal entitled to vote at an extraordinary general shareholders’ meeting of Personal and (iv) holders representing more than 50% of the shares of Telecom present at an ordinary and extraordinary general shareholders’ meeting of Telecom that meets the quorum requirements for each matter to be voted on.   Each of these votes were obtained at the respective general shareholders’ meetings held on May 22, 2017, in the case of Nortel and Sofora, and on May 23, 2017, in the case of Personal and Telecom.

Q:           Did Sofora and Nortel vote the Nortel Shares and Telecom Shares that they directly beneficially own, respectively, in favor of the Reorganization?

A:            Yes.  With respect to Nortel, Sofora’s Board of Directors caused Sofora to vote all of its Nortel Common Shares in favor of the Reorganization at the general shareholders’ meeting of Nortel.  In addition, Sofora’s Board of Directors intends to cause Sofora to vote all of its Nortel Common Shares in favor of diluting the voting rights of the Nortel Common Shares as a result of the Reorganization at the Nortel Common Special Meeting. These votes are subject to the approval of the Reorganization by holders of Nortel Preferred Shares at the Nortel Preferred Special Meeting.

With respect to Telecom, Nortel’s Board of Directors caused Nortel to vote the 502,034,299 Telecom Class A Shares and the 36,832,408 Telecom Class B Shares that it directly owns, representing 55.60% of the total outstanding capital stock of Telecom, in favor of the Reorganization.

The votes of Sofora and Nortel were sufficient to approve the Reorganization at the extraordinary general shareholders’ meeting of Nortel and ordinary and extraordinary general shareholders’ meeting of Telecom, provided that the Reorganization will also be subject to the approval of the shareholders at the Nortel Preferred Special Meeting.

In addition, Telecom voted all of the outstanding capital stock of Personal in favor of the Reorganization.

Q:           Do the holders of Nortel Preferred Shares and Nortel ADSs have appraisal rights in connection with the Reorganization ?

A:            Holders of Nortel Preferred Shares and Nortel ADSs will not have any appraisal or dissenters’ rights under the Argentine Corporations Law or under Nortel’s bylaws ( estatutos sociales ) in connection with the Reorganization, and neither Nortel nor Telecom will independently provide holders of Nortel Preferred Shares and Nortel ADSs with any such rights.  A dissenter’s right of appraisal is not available pursuant to Section 245 of the Argentine Corporations Law in the event of a merger between two companies where holders of listed shares of a company that is being dissolved as a result of a merger receive listed shares of the surviving entity.

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Q:           Are there risks associated with the Reorganization that I should consider in deciding whether to vote for the Reorganization?

A:            Yes.  There are risks related to the Reorganization that are discussed in this document.  See, in particular, the detailed description of the risks associated with the Reorganization in “Risk Factors.”

Q:           What happens if the Reorganization is not approved?

A:            If the Reorganization is not approved, Sofora intends to retain ownership of all Nortel Securities and Telecom Securities that it holds, either directly or indirectly, and continue to treat the Absorbed Companies as subsidiaries of Sofora.

Q:           As a holder of Nortel ADSs, what should I do to receive Telecom ADSs?

A:            Upon the effectiveness of the Reorganization, Nortel will terminate the Nortel ADS Deposit Agreement, and all holders of Nortel ADSs will be required to surrender their Nortel ADSs for cancellation in order to receive, in the form of Telecom ADSs issued by the Telecom ADS Depositary, the number of Telecom Class B Shares that the Nortel ADS Depositary receives in connection with the distribution by Nortel of Nortel’s Telecom Class B Shares to which they are entitled, subject, in each case, to prior payment of applicable fees, charges and expenses, including, without limitation taxes, as provided for in the Nortel ADS Deposit Agreement (in the case of surrenders) and Telecom ADS Deposit Agreement (in the case of issuances), as the case may be.  If you are a holder of Nortel ADSs, you will be required to surrender your American depositary receipt to the Nortel ADS Depositary and make the above referenced payments in order to receive your Telecom Class B Shares in the form of Telecom ADSs.  If you are not a registered holder of your Nortel ADSs but hold your Nortel ADSs through a broker, bank, custodian or other nominee, you will need to arrange with your broker, bank, custodian or other nominee to make such surrender and to make the above-referenced payments on your behalf in order for the Nortel ADS Depositary to arrange for such Nortel ADSs to be cancelled and exchanged for Telecom ADSs.  If you hold Nortel ADSs in direct registration form ( i.e. , registered in your name but not represented by an American depositary receipt), upon payment of the applicable fees, charges and expenses, including taxes owing to the Nortel ADS Depositary and the Telecom ADS Depositary, the Nortel ADS Depositary will arrange for the cancellation of your Nortel ADSs, deliver the number of Telecom ADSs received in the Reorganization in respect of your Nortel ADSs to the order of the Telecom ADSs Depositary, and instruct the Telecom ADS Depositary to issue and deliver the applicable number of Telecom ADSs to you in direct registration form.

Q:           Why am I receiving this document?

A:            In connection with the Nortel Reorganization, this document is required to be delivered to all holders of Nortel Preferred Shares and Nortel ADSs that are U.S. residents.  This document is being distributed to you for informational purposes only.  You should carefully review it because as a shareholder of Nortel you will be entitled to vote, or, in the case of holders of Nortel ADSs, instruct the Nortel ADS Depositary to vote, at the Nortel Preferred Special Meeting that will be called in order for the holders of Nortel Preferred Shares to approve the Nortel Reorganization.

Q:           What are the U.S. federal income tax consequences of the absorption of Nortel by Telecom and the payment of cash in lieu of fractional Telecom B Share or Telecom ADS interests?

A:            We have received an opinion from Cleary Gottlieb Steen & Hamilton LLP, subject to the assumptions and qualifications therein, that it is more likely than not that the absorption of Nortel by Telecom qualifies as a tax-free transaction for U.S. federal income tax purposes for a U.S. holder (as defined in “U.S. Federal Income Tax Consequences”).  However, no statutory, judicial or administrative guidance directly discusses how a transaction such as the absorption of Nortel by Telecom should be treated for U.S. federal income tax purposes. In particular, the application of U.S. federal income tax laws to such transactions governed by the Argentine Corporations Law and involving the simultaneous downstream mergers of multiple companies into a single company is unclear.  No assurance can be given that tax-free reorganization treatment will be achieved, or that a U.S. holder will not incur substantial U.S. federal income tax liabilities in connection with the Reorganization and related transactions (including the Merger). In addition, no assurance can be given that any ruling (or similar guidance) from any taxing authority would be sought (or, if sought, granted).

If the absorption of Nortel by Telecom is a tax-free reorganization for U.S. federal income tax purposes, it is the opinion of Cleary Gottlieb Steen & Hamilton LLP that (i) a U.S. holder will recognize no gain or loss upon receipt of Telecom Class B Shares or Telecom ADSs pursuant to the Reorganization, except for any gain or loss that may result from the holder’s receipt of cash instead of fractional shares of Telecom Class B Shares or fractional interests in Telecom ADSs, (ii) a U.S. holder’s holding period in the Telecom Class B Shares or Telecom ADSs will include the holding period of the Nortel Preferred Shares or Nortel ADSs exchanged therefor and (iii) a U.S. holder’s tax basis in the Telecom Class B Shares or Telecom ADSs will be the same as the holder’s tax basis in the Nortel Preferred Shares or Nortel ADSs, as applicable, at the time of the distribution of Telecom Class B Shares or ADSs.

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The U.S. federal income tax consequences of the Reorganization are complex.  You should read the section entitled “U.S. Federal Income Tax Consequences” for more information on the U.S. federal income tax consequences of the absorption of Nortel by Telecom, and you should consult your own tax advisors regarding the tax consequences of the Reorganization in your particular circumstances.

Q:           What are the Argentine tax consequences of the Reorganization?

A:            The Reorganization of the Absorbed Companies and Telecom qualifies as a “tax-free reorganization” under Section 77 et seq. of Law No. 20,628, as amended (the “ Argentine Income Tax Law ”), and the Argentine Income Tax Law’s Decreto Reglamentario 1344/98 (the “ Regulatory Decree ”); therefore, we believe shareholders will not have to recognize any Argentine-source income in connection with the distribution of Nortel’s Telecom Class B Shares to holders of Nortel Preferred Shares.

In order for the Reorganization to qualify as a tax-free reorganization under the Argentine Income Tax Law and the Regulatory Decree, the companies must give formal notice of the Reorganization and submit other documentation to the AFIP within 180 calendar days from the Reorganization Effectiveness Date and comply with certain other requirements, as further described under “Argentine Tax Consequences—Tax Consequences Related to the Reorganization.”

Q:           What will be the accounting treatment of the Reorganization?

A:            The distribution by Nortel of its Telecom Class B Shares will be accounted for under the predecessor basis of accounting, as permitted by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).  Under the predecessor basis of accounting, assets and liabilities of all Participating Companies will be consolidated into Telecom at their respective carrying amounts.

Q:           Are any other approvals necessary for the completion of the Reorganization?

A:            Except for the shareholder approvals and the regulatory and administrative authorizations described under “Regulatory and Administrative Matters,” there are no other approvals necessary to complete the Reorganization.

Q:           Are there any conditions to the Reorganization?

A:            The effectiveness of the Reorganization is subject to the satisfaction of the following conditions:

·                   approval of the Reorganization on the terms and conditions set forth in the Preliminary Reorganization Agreement by the shareholders of the Absorbed Companies and Telecom at each of their respective general shareholders’ meetings in the case of Telecom, Personal, Nortel and Sofora;

·                   approval of the Reorganization on the terms and conditions set forth in the Preliminary Reorganization Agreement by the shareholders at the Nortel Preferred Special Meeting and the special meeting of holders of Nortel Common Shares in the case of Nortel;

·                   Telecom has prepared its technical and operational systems with the capacity to absorb the operations of the Absorbed Companies;

·                   the execution of the Final Reorganization Agreement, as required under Argentine law;

·                   the receipt of the ENACOM Amortization Authorization;

·                   the receipt of the ENACOM Nortel Authorization;

·                   the receipt of the ENACOM Licenses Authorization; and

·                   the amortization in full of 140,704,640 Sofora Common Shares representing 32.0% of Sofora’s outstanding capital stock (see “The Reorganization—Effects of the Reorganization— Sofora’s Bono de Goce ”).

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In addition, the Participating Companies currently expect that the Reorganization will be completed as of the Reorganization Completion Date on which each of the following corporate and administrative procedures is satisfied: (i) the receipt of an administrative consent from the CNV with respect to the Reorganization, (ii) the registration of the Final Reorganization Agreement with the Public Registry of Commerce of the City of Buenos Aires and (iii) any other authorizations that may be necessary from any other governmental or regulatory entities to consummate the Reorganization.

No assurance can be given as to when or whether any of these approvals and consents will be obtained or conditions satisfied, the terms and conditions that may be imposed in connection with the consents and approvals, or the consequences of failing to obtain the consents and approvals.

On May 23, 2017, the shares representing 17% ownership stake in Sofora owned by WAI were amortized.  On June 22, 2017, following the receipt of the ENACOM Amortization Authorization, the shares representing the remaining 15% ownership stake in Sofora owned by WAI were amortized.  As a result, the closing conditions relating to the ENACOM Amortization Authorization and the amortization in full of the 140,704,640 Sofora Common Shares representing 32.0% of Sofora’s outstanding capital stock have been fully satisfied.

The shareholders of the Participating Companies approved the terms and conditions of the Reorganization, including the Preliminary Reorganization Agreement and the related documentation, at the general shareholders’ meetings held on May 22, 2017, in the case of Sofora and Nortel, and on May 23, 2017, in the case of Telecom and Personal.  In order for all shareholder approvals for the Reorganization to be approved, the Reorganization must be approved at the Nortel Preferred Special Meeting and Nortel Common Special Meeting in the case of Nortel.

Q:           How will my rights as a Nortel ADS holder change after the Reorganization?

A:            By receiving Telecom ADSs, you will be entitled to certain rights as a shareholder of Telecom that are different from your rights as a shareholder of Nortel.  See “Comparison of the Rights of Shareholders of Telecom and Nortel.”  The Telecom Class B Shares and Telecom ADSs to be distributed in the Reorganization will have the same rights (including the right to receive dividends) as the Telecom Class B Shares and the Telecom ADSs prior to the Reorganization, as set forth in Telecom’s bylaws ( estatutos sociales ) and the Telecom Deposit Agreement.

Q:           What is the Merger?

A:            The Merger is the absorption of Cablevisión by Telecom in accordance with Sections 82 and 83 et seq. of the Argentine Corporations Law, Section 77 et seq. of the Argentine Income Tax Law, Section 105 of the Regulatory Decree and the CNV regulations.  Telecom announced the agreement to merge with Cablevisión on June 30, 2017.

Upon completion of the Merger, (i) Cablevisión will cease to exist and Telecom, as the absorbing entity, will continue as the surviving company and will assume all of the assets, liabilities and equity, and succeed to all of the rights and obligations of Cablevisión, (ii) Telecom will issue to the shareholders of Cablevisión 1,184,528,406 shares in form of Telecom Class A Shares and a newly-created class of ordinary shares, par value Ps.1.00 and entitled to one vote per share (“ Telecom Class D Shares ”), (iii) the shareholders of Cablevisión will receive in exchange 9,871.07005 Class A or D common shares of Telecom for each Cablevisión share they hold immediately prior to the effectiveness of the Merger and (iv) shareholders of Cablevisión will be considered shareholders of Telecom as from the Merger Effectiveness Date.  For more information see “The Merger.”

Q:           What is the current status of the Merger?

A:            As of the date of this prospectus, the preliminary merger agreement required by Argentine law has been executed and approved by the Board of Directors of Telecom and Cablevisión.  Shareholders of both Telecom and Cablevisión have approved the Merger at their respective general shareholders’ meetings held on August 31, 2017 and, having received such approvals, the companies will need to complete all regulatory requirements and formalities and execute a final merger agreement to consummate the Merger.  Holders of Nortel Preferred Shares and Nortel ADSs were not eligible to vote at the general shareholders’ meetings in connection with the Merger.

Q:           What happens if the Merger is not completed?

A:            If the Merger is not completed, Telecom will not merge with Cablevisión and Telecom and Cablevisión will continue to be managed as separate businesses with separate shareholders.

Q:           May the Merger be reversed?

A:            After the Merger Completion Date (as defined below), it may not be reversed.  If any of the closing conditions are not satisfied, including receipt of approval from ENACOM, the Merger cannot be consummated.  See “The Merger.”

Q:           Are there risks associated with the Merger that I should consider in deciding whether to vote for the Reorganization?

A:            Yes.  If the Reorganization and the Merger are both consummated, holders of Nortel Preferred Shares and Nortel ADSs will become holders of Telecom Class B Shares and Telecom ADSs, which will represent an interest in the merged companies.  The shareholders of Telecom will retain 45% of the capital stock of the combined company as a result of the Merger.  There are risks related to the merger transaction that are discussed in this prospectus.  See, in particular, the detailed description of the risks associated with the Merger in “Risk Factors—Risks Related to the Merger.”

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Q:  What are the U.S. federal income tax consequences and the Argentine tax consequences of the Merger?

A:         The Merger is not believed to cause the absorption of Nortel by Telecom to be taxable to a U.S. holder (as defined in “U.S. Federal Income Tax Consequences”).  However, no statutory, judicial or administrative guidance directly discusses how a transaction such as the Merger should be treated for U.S. federal income tax purposes. In particular, the application of U.S. federal income tax laws to such transactions governed by the Argentine Corporations Law is unclear.  No assurance can be given that tax-free reorganization treatment will be achieved, or that a U.S. holder will not incur substantial U.S. federal income tax liabilities in connection with the Merger and related transactions (including the Reorganization). In addition, no assurance can be given that any ruling (or similar guidance) from any taxing authority would be sought (or, if sought, granted).

The U.S. federal income tax consequences of the Reorganization and the Merger are complex.  You should read the section entitled “U.S. Federal Income Tax Consequences” for more information on the U.S. federal income tax consequences of the absorption of Nortel by Telecom, and you should consult your own tax advisors regarding the tax consequences of the Reorganization and the Merger in your particular circumstances.

The Merger falls within the relevant definitions to qualify as a “tax-free reorganization” under Section 77 et seq. of the Argentine Income Tax Law, and the Regulatory Decree; therefore, we believe Telecom and Cablevisión shareholders will not have to recognize any Argentine-source income in connection with the Merger and the issuance of Telecom Class A Shares and Telecom Class D Shares (as defined below), each of which are convertible to Telecom Class B Shares.

In order for the Merger to be recognized as a tax-free reorganization by Argentine tax authorities under the Argentine Income Tax Law and the Regulatory Decree, the companies must give formal notice of the Merger and submit other documentation to the AFIP within 180 calendar days from the Merger Effectiveness Date and comply with certain other requirements, as further described under “Argentine Tax Consequences—Tax Consequences Related to the Merger.”  

Q:           What will be the accounting treatment of the Merger?

A:            The Merger will be accounted for using the acquisition method, as outlined by International Financial Reporting Standard 3 “Business Combinations” (“ IFRS 3 ”).  IFRS 3 requires, in a business combination effected through an exchange of equity interests, all relevant facts and circumstances to be considered when identifying the acquirer.  Based on the terms of the preliminary merger agreement between Cablevisión and Telecom, dated June 30, 2017 (the “ Preliminary Merger Agreement ”), Cablevisión (the legally absorbed entity) is to be considered the accounting acquirer and Telecom (the surviving entity) is to be considered the accounting acquire, which qualifies the transaction as a “reverse acquisition” in accordance with IFRS.  Accordingly, after the Merger is consummated the assets and liabilities of Cablevisión will be recognized and measured in the consolidated financial statements of the combined entity at their pre-Merger carrying amounts, while the identifiable assets and liabilities of Telecom will be recognized at fair value at the effective date of the acquisition.  Goodwill resulting from the application of the acquisition method will be measured as the excess of the fair value of the consideration paid over the net fair value of Telecom’s identifiable assets and liabilities.

The retained earnings and other equity balances to be recognized in the consolidated financial statements of the combined entity are those of Telecom and Cablevisión immediately before the Merger.

Q:           Where can I find out more information about Cablevisión?

A:            Nortel has furnished a report on Form 6-K containing the Cablevisión Supplementary Information.  This report will be available to the public over the Internet at the SEC’s web site at www.sec.gov and from other sources.  See “Information of Certain Documents.”

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Q:           Who can vote, and what is the record date for the Nortel Preferred Special Meeting?

A:            Only holders of Nortel Preferred Shares who are shareholders of record as of close of business, Buenos Aires time, on the date that is three business days prior to the date of the Nortel Preferred Special Meeting will be entitled to attend and vote at such meeting.  Holders of Nortel Preferred Shares must register their intention to attend such meeting at least three business days prior to the meeting by sending a duly executed notice of attendance in writing to Nortel and a statement of account certifying the holder’s ownership of the Nortel Shares issued by Caja de Valores S.A.

The Nortel ADS Depositary shall fix a record date as soon as practicable for the determination of the holders of Nortel ADSs who shall be entitled to give instructions for the exercise of voting rights at such meeting.  Holders of Nortel ADSs will not be permitted to attend any meeting of Nortel’s shareholders.

Q:           Where and when is the Nortel Preferred Special Meeting?

A:            Nortel will hold the Nortel Preferred Special Meeting on November 10, 2017 (subject to adjournment in accordance with Nortel’s bylaws), at Alicia Moreau de Justo 50, City of Buenos Aires.

Q:           How do I vote, and do I have to attend the Nortel Preferred Special Meeting in person to vote?

A:            Holders of Nortel Preferred Shares

Holders of Nortel Preferred Shares may attend the Nortel Preferred Special Meeting in person or by proxy to vote.  In either case, you may also grant an Argentine power of attorney to an attorney-in-fact who must attend the meeting in person and vote your shares on your behalf.  If you are a foreign company, you will be requested to show evidence of your registration as a foreign shareholder to the Public Registry of Commerce of the City of Buenos Aires, pursuant to the terms of Section 123 of the Argentine Corporations Law.

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Holders of Nortel ADSs

Holders of Nortel ADSs whose ownership is directly recorded on the registry of the Nortel ADS Depositary by the record date will receive instructions on how to provide voting instructions to the Depositary with respect to the shares underlying their Nortel ADSs, provided the Nortel ADS Depositary receives adequate advance notice of the meeting.  Upon receipt of instructions of an eligible registered holder of Nortel ADSs in the manner and on or before the date established by the Nortel ADS Depositary for such purpose, the Nortel ADS Depositary will endeavor insofar as practicable and permitted under the provisions of or governing the Nortel Shares represented thereby to vote or cause to be voted such Nortel Preferred Shares represented by the ADSs evidenced by such eligible registered holder of Nortel ADSs in accordance with such instructions.  Beneficial owners of Nortel ADSs which are held by a custodial entity such as a bank, broker, custodian or other nominee and who wish to provide voting instructions must follow the procedures established by such entity with respect to providing voting instructions.  In order to do so, beneficial owners of Nortel ADSs should contact the bank, broker, custodian or other nominee through which their Nortel ADSs are held for instructions on how to do so.  See “The Nortel Preferred Special Meeting—Manner of Voting.”

Q:           What happens if I abstain from voting or do not vote?

A:            Holders of Nortel Preferred Shares

If you hold Nortel Preferred Shares (not Nortel ADSs) and do not attend the Nortel Preferred Special Meeting, your Nortel Preferred Shares will not contribute to the quorum required at such meeting.  If you hold Nortel Preferred Shares, attend the Nortel Preferred Special Meeting and contribute to the required quorum, and abstain from voting, your abstention will be detracted from the shareholder base for the purposes of calculating the votes required to approve the Reorganization and the loss of the preferential rights of the Nortel Preferred Shares.

In order to have a quorum at the Nortel Preferred Special Meeting pursuant to Argentine law, at least 50% of the outstanding Nortel Preferred Shares must be present or represented at the meeting following the first call, or at least one Nortel Preferred Share must be present or represented at the meeting following the second call if a quorum was not reached on the first call.

Holders of Nortel ADSs

Nortel Preferred Shares underlying Nortel ADSs for which no voting instruction is submitted to the Nortel ADS Depositary will not be voted.

Q:           When will holders of Nortel Preferred Shares be entitled to receive dividends on the Telecom Class B Shares that they acquire in the Reorganization?

A :            You will be entitled to receive any dividends that have a record date that falls after the Reorganization Effectiveness Date.

Q:           Who can help answer my questions?

A:            If you have any questions about the Reorganization, you should contact Nortel at:

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(1) Other, net includes Finance income and expenses.

(2) Number of ordinary shares outstanding at year-end (as of December 31, 2016, 2015, 2014 and 2013 excludes treasury shares).

(3) Calculated based on the weighted average number of ordinary shares outstanding during each period (969,159,605 for the years 2016, 2015 and 2014, 978,939,079 shares for the year 2013, and 984,380,978 shares for the year 2012).

(4) Calculated based on the equivalent in ADSs to the weighted average number of ordinary shares outstanding during each period (193,831,921 ADSs for the years 2016, 2015 and 2014, 195,787,816 ADSs for the year 2013 and 196,876,196 ADSs for the year 2012).

(5) The dividends approved by the shareholders meeting held on April 29, 2016 represented a dividend per share of Ps.2.06, payable in two installments of Ps.0.72 and Ps.1.34, which translated into U.S. dollars using the ask rate published by the Banco Nación prevailing as of the date when dividends were available amounted to U.S.$0.05 and U.S.$0.09, respectively.

(6) The dividends approved by the shareholders meeting held on April 29, 2016 represented a dividend per ADS of Ps.10.32, payable in two installments of Ps.3.61 and Ps.6.71, which translated into U.S. dollars using the ask rate published by the Banco Nación prevailing as of the date when dividends were available amounted to U.S.$0.25 and U.S.$0.45, respectively.

(7) Ordinary shares of Ps.1 of nominal value each.

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Nortel

Nortel was organized by a consortium of Argentine and international investors to acquire a controlling interest in the common stock of Telecom as the first step in Argentina’s privatization of its fixed-link public telecommunications services and basic telephone services.  See “Item 7—Major Shareholders and Related Party Transactions” of the Nortel 2016 Form 20-F.  As of June 30, 2017, Nortel owned approximately 54.74% of the capital stock of Telecom.  However, Nortel’s ownership of the outstanding shares amounts to 55.60% of Telecom’s outstanding shares because, as of the date of this prospectus, Telecom owns 15,221,373 of its own Telecom Class B Shares.  See “Item 10—Additional Information—Bylaws and Terms and Conditions of Issuance of Series B Preferred Shares—Nortel’s Capital Stock” of the Nortel 2016 Form 20-F. Nortel’s sole substantial activity is owning such stock and its sole substantial source of cash income is cash dividends paid on such stock.  As of June 30, 2017, Nortel’s only significant asset was its investment in shares of Telecom.

Nortel is a stock corporation ( sociedad anónima ) organized under the laws of Argentina on October 31, 1990.  The duration of Nortel is 99 years from such date of organization.  The Company’s business offices are located at Alicia Moreau de Justo 50 (C1107 AAB) Buenos Aires, Argentina and its telephone number is (54-11) 4968-3631.  Nortel’s operations are limited only by its corporate purpose as stated in its bylaws, which is to invest in companies, other than financial services companies generally, and to invest in Telecom specifically.  Nortel was formed with the sole intention of investing in Telecom as required by Argentina’s privatization process.  Nortel Inversora S.A.’s commercial names are “Nortel Inversora” outside of Argentina and “Nortel” or “Nortel Inversora” in Argentina.

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(1) Other, net includes Finance income and expenses.

(2) Calculated based on the weight average number of shares of common stock outstanding during the period; excludes from net income amounts accrued for the payment of dividends to holders of preferred stock.

(3) Calculated based on the weight average number of  Nortel Preferred Shares outstanding during each year.  In April 1997, Nortel’s shareholders decided in an extraordinary meeting to amend the right to dividends, reducing the formula for the calculation of dividends on Nortel Preferred Shares from 49.46% to 48.96% beginning June 16, 1997.

(4) Number of ordinary shares of Telecom outstanding at year-end (as of December 31, 2016, 2015, 2014 and 2013 excludes treasury shares).

(5) Calculated based on Telecom’s weighted average number of ordinary shares outstanding during each period (969,159,605 for the years 2016, 2015 and 2014, 978,939,079 shares for the year 2013, and 984,380,978 shares for the year 2012).

(6) Calculated based on Telecom’ equivalent in ADSs to the weighted average number of ordinary shares outstanding during each period (193,831,921 ADSs for the years 2016, 2015 and 2014, 195,787,816 ADSs for the year 2013 and 196,876,196 ADSs for the year 2012).

(7) The dividends approved by the shareholders meeting held on April 29, 2016 represented a dividend per Telecom share of Ps.2.06, payable in two installments of Ps.0.72 and Ps.1.34, which translated into U.S. dollars using the ask rate published by the Banco Nación prevailing as of the date when dividends were available amounted to U.S.$0.05 and U.S.$0.09, respectively.

(8) The dividends approved by the shareholders meeting held on April 29, 2016 represented a dividend per Telecom ADS of Ps.10.32 , payable in two installments of Ps.3.61 and Ps.6.71, which translated into U.S. dollars using the ask rate published by the Banco Nación prevailing as of the date when dividends were available amounted to U.S.$0.25 and U.S.$0.45, respectively.

(9) This amount includes the dividends for the year ended December 31, 2016 approved by Nortel’s Board of Directors on April 29, 2016 and August 9, 2016 and the dividends in advance approved by Nortel’s Board of Directors on October 24, 2016 and subsequently ratified by the shareholders meeting held on April 27, 2017. The total amount represented a dividend per Nortel Preferred Share of Ps.363.59, comprising of Ps.126.52, Ps.57.28 and Ps. 179.79 per share, respectively, which translated into U.S. dollars using the ask rate published by the Banco Nación prevailing as of the date when dividends were available amounted to U.S.$9.01, U.S.$3.84 and U.S.$12.03 per share, respectively.

(10)  This amount include the dividends for the year ended December 31, 2016 approved by Nortel’s Board of Directors held on April 29, 2016 and August 9, 2016 and the dividends in advance approved by Nortel’s Board of Directors on October 24, 2016 and subsequently ratified by the shareholders meeting held on April 27, 2017. The total amount represented a dividend per Nortel Common Share of Ps.104.56, comprising of Ps.36.39, Ps.16.47 and Ps. 51.70 per share, respectively, which translated into U.S. dollars using the ask rate published by the Banco Nación prevailing as of the date when dividends were available amounted to U.S.$2.59, U.S.$1.10 and U.S.$3.46 per share, respectively.

(11) 5,330, 400 shares of common stock of Ps.10.0 of nominal value each and 1,470,455 Nortel Preferred Shares of Ps.10 of nominal value each.

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Sofora

The purpose of Sofora is to invest in Nortel.  Sofora owns 100% of the common stock of Nortel as of December 31, 2016.  Sofora’s sole activity is owning such stock and its sole source of cash income is cash dividends paid on such stock.

Sofora is incorporated as a sociedad anónima under the laws of Argentina.  The duration of Sofora is 99 years from the date of registration (September 25, 2003).

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