If you are in any doubt about what action to take, we recommend that you immediately consult your stockbroker, bank manager, lawyer, accountant or other professional or investment advisor.

This document should be read in conjunction with the offer to purchase dated September 15, 2016, and any amendments or supplements thereto, which collectively constitute the "U.S. Offer to Purchase." The definitions used in the U.S. Offer to Purchase apply in this Letter of Transmittal. All terms and conditions contained in the U.S. Offer to Purchase applicable to ADSs are deemed to be incorporated in and form part of this Letter of Transmittal.

To transmit all outstanding American Depositary Shares ("ADSs")
evidenced by American Depositary Receipts ("ADRs"),
each ADS representing rights to five Class B Shares

The U.S. Offer is subject to certain Conditions described in "THE U.S. OFFER—Section 13. Conditions of the U.S. Offer."

ADS holders that wish to participate in the U.S. Offer through the U.S. Receiving Agent must pay the fees and expenses described in "THE U.S. OFFER—Section 11. Fees and Expenses."

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. Delivery of this Letter of Transmittal to Telecom Argentina, S.A. ("TEO") or to The Depository Trust Company ("DTC"), the book-entry transfer facility for ADSs of TEO, will not constitute valid delivery to the U.S. Receiving Agent. The instructions accompanying this Letter of Transmittal should be read carefully before the Letter of Transmittal is completed. You must sign this Letter of Transmittal in the appropriate space provided and complete IRS Form W-9, W-8BEN or other applicable form, as appropriate. See Instruction 12 of this Letter of Transmittal.

THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY FOR TRANSMITTING ADSs. DO NOT USE THIS LETTER OF TRANSMITTAL FOR TENDERING CLASS B SHARES HELD DIRECTLY.

The method of delivery of ADSs, the Letter of Transmittal and all other required documents is at the option and risk of the tendering ADS holder. ADSs will be deemed delivered only when actually received by the U.S. Receiving Agent. If delivery is by mail, registered mail (with return receipt requested) and proper insurance is recommended. Delivery should be effected as soon as possible but no later than the Expiration Time on the Expiration Date, unless the U.S. Offer is extended or earlier terminated.

In order for a holder of ADSs to validly tender ADSs pursuant to the U.S. Offer, a properly completed and duly executed Letter of Transmittal (or a copy thereof), together with any required signature guarantees, or an Agent's Message (as defined in Instruction 2 herein) in connection with a book-entry delivery of ADSs, and any other required documents, must be received by the U.S. Receiving Agent at one of its addresses set forth here above, and ADRs evidencing such ADSs must be received by the U.S. Receiving Agent at one of such addresses set forth here above or pursuant to the procedures for book-entry transfer set forth below (and a confirmation of receipt of such transfer received by the U.S. Receiving Agent) on or prior to the Expiration Time on the Expiration Date, unless the U.S. Offer is extended or earlier terminated.

A duly completed Letter of Transmittal accompanied by ADRs evidencing ADSs, or an Agent's Message (as defined in Instruction 2 herein) accompanied by confirmation of a book-entry transfer of ADSs through DTC, and other required documents delivered to the U.S. Receiving Agent by a holder of ADSs will be deemed (without any further action by the U.S. Receiving Agent) to constitute acceptance by such holder of the U.S. Offer with respect to the rights to Class B Shares represented by such ADSs, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and this Letter of Transmittal. The acceptance of the U.S. Offer by a tendering ADS holder pursuant to procedures described in "THE U.S. OFFER—Section 3. Procedures for Participating in the U.S. Offer—Holders of ADSs" in the U.S. Offer to Purchase, will constitute a binding agreement between such tendering ADS holder and the Bidders upon the terms of the U.S. Offer. If an ADS has been tendered by an ADS holder, the rights to Class B Shares represented by such ADS may not be tendered by such ADS holder. ADSs held through the Book-Entry Transfer Facility (as hereinafter defined) must be tendered by means of delivery of the Letter of Transmittal by Agent's Message (as defined in Instruction 2 herein) and of the ADSs pursuant to the procedures for book-entry transfer to an account opened and maintained for such purpose by the U.S. Receiving Agent within DTC (the "Book-Entry Transfer Facility").

As an alternative to tendering the ADSs through the U.S. Receiving Agent, an ADS holder may also surrender its ADSs to JPMorgan Chase Bank N.A., as ADS depositary, withdraw the rights to Class B Shares underlying the ADSs from the ADS program and participate directly in the Argentine Offer or the U.S. Offer as a holder of Class B Shares as described in "THE U.S. OFFER—Section 3. Procedures for Participating in the U.S. Offer—Holders of Class B Shares" in the U.S. Offer to Purchase. ADS holders electing to participate directly in the Offers as holders of Class B Shares should allow sufficient time to take all necessary steps and make all required arrangements described in "THE U.S. OFFER—Section 3. Procedures for Participating in the U.S. Offer—Holders of Class B Shares" in the U.S. Offer to Purchase.

In the event of an inconsistency between the terms and procedures set forth in this Letter of Transmittal and the U.S. Offer to Purchase, the terms and procedures set forth in the U.S. Offer to Purchase shall govern. Please contact D.F. King & Co., the U.S. Information Agent for the U.S. Offer, at 866-721-1211 (Toll-Free), and banks and brokers at 212-269-5550.

BOX 1: DESCRIPTION OF ADSs TO BE TENDERED


			ADSs to be tendered (attach additional list if necessary)(1)

Name(s) and address(es) of registered holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on ADRs)		ADR Serial Number(s)	Total Number of ADSs Evidenced by ADRs	Number of ADSs To Be Tendered









		Total ADSs

(1)	Unless otherwise indicated, it will be assumed that all ADSs delivered to the U.S. Receiving Agent are being tendered. See Instruction 4. You must complete Box 4 in accordance with the instructions set out therein and, if appropriate, Boxes 2 and 3.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

The undersigned hereby instructs the U.S. Receiving Agent to tender the above-described ADSs in the U.S. Offer, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and this Letter of Transmittal. The undersigned hereby acknowledges that delivery of this Letter of Transmittal, the ADRs and any other required documents delivered to the U.S. Receiving Agent in connection herewith will be deemed (without any further action by the U.S. Receiving Agent) to constitute acceptance of the U.S. Offer by the undersigned with respect to Class B Shares the rights to which are represented by the above-described ADSs, subject to withdrawal rights described in "THE U.S. OFFER—Section 4. Withdrawal Rights" in the U.S. Offer to Purchase and the terms and conditions set forth in this Letter of Transmittal. See Instruction 13 of this Letter of Transmittal.

The undersigned understands that acceptance of the U.S. Offer by the undersigned pursuant to the procedures described herein and in the instructions hereto will constitute a binding agreement between the undersigned and the Bidders upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase.

The undersigned hereby delivers to the U.S. Receiving Agent the ADRs evidencing the above-described ADSs for tender of such ADSs, in accordance with the terms and conditions set forth in the U.S. Offer to Purchase and this Letter of Transmittal.

Upon the terms and conditions set forth in the U.S. Offer to Purchase (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extensions or amendments) and to the extent permitted under applicable law, subject to and effective upon the acceptance for purchase of the ADSs validly tendered herewith in accordance with the terms and conditions set forth in the U.S. Offer to Purchase, the undersigned hereby sells, assigns and transfers to, or upon the order of, Fintech Telecom, LLC ("FTL") all right, title and interest in and to all the ADSs being tendered hereby. In addition, the undersigned irrevocably constitutes and appoints the U.S. Receiving Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the ADSs and to Class B Shares the rights to which are represented by such ADSs, with full power of substitution (such power of attorney being deemed an irrevocable power coupled with an interest), to (a) cancel the ADSs representing the rights to Class B Shares purchased in the U.S. Offer and deliver the rights to Class B Shares represented by such ADSs or transfer the ownership of such rights to Class B Shares with all accompanying evidences of transfer and authenticity to, or upon the order of, FTL, and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of the rights to Class B Shares represented by such ADSs, all in accordance with the terms set forth in the U.S. Offer to Purchase.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the ADSs evidenced by ADRs tendered hereby and that when the ADSs are purchased by FTL, FTL will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, together with all rights now or hereafter attaching to them, including voting rights and rights to all dividends, other distributions and payments hereafter declared, made or paid, and the rights to Class B Shares will not be subject to any adverse claims. The undersigned agrees that the Bidders are required to and will withhold 13.5% of the Offer Price payable to any tendering holder not domiciled in Argentina for Argentine tax purposes (or, if such holder delivers to the Bidders a valid Tax Cost Certificate, in the form of either (i) Exhibit 1 hereto, in the case of individual holders or (ii) Exhibit 2 hereto, in the case of holders that are corporate entities, reasonably satisfactory to the Bidders on or prior to 11:59 p.m. on October 14, 2016, which is the date that is five business days prior to the Expiration Date, 15% of the Net Gain) in respect of Argentine income tax on the capital gains derived from the disposition of the ADSs. The undersigned also accepts that in the event that a tendering holder delivers a Tax Cost Certificate not reasonably satisfactory to the Bidders, the Bidders will withhold 13.5% of the Offer Price payable to any tendering holder not domiciled in Argentina for Argentine tax purposes in respect of Argentine income tax on the capital

gains derived from the disposition of the Securities. In addition, the undersigned hereby represents and warrants that all documents submitted in connection with the Tax Cost Certificate are genuine and accurate. The undersigned will, upon request, execute and deliver any additional documents deemed by the U.S. Receiving Agent or the Bidders to be necessary or desirable to complete the sale, assignment and transfer of the ADSs tendered hereby.

The undersigned agrees to ratify each and every act or action that may be done or effected by any director of, or other person nominated by, the Bidders or their respective agents, as the case may be, in the exercise of any of his or her powers and/or authorities hereunder. The undersigned undertakes, represents and warrants that if any provision of this Letter of Transmittal shall be unenforceable or invalid or shall not operate so as to afford the Bidders or the U.S. Receiving Agent or their respective agents the benefit of the authority expressed to be given in this Letter of Transmittal, the undersigned shall, with all practicable speed, do all such acts and actions and execute all such documents as may be required to enable the Bidders or the U.S. Receiving Agent to secure the full benefits of this Letter of Transmittal.

All authority herein conferred or agreed to be conferred and all undertakings, representations and warranties given pursuant to this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender is irrevocable, subject to the withdrawal rights described in "THE U.S. OFFER—Section 4. Withdrawal Rights" in the U.S. Offer to Purchase.

Unless otherwise indicated herein in Box 2: "Special Issuance Instructions" or Box 3: "Special Delivery Instructions," the undersigned hereby instructs the U.S. Receiving Agent to:

In the event that Box 2: "Special Issuance Instructions" is completed, the undersigned hereby instructs the U.S. Receiving Agent to:

In the event that Box 3: "Special Delivery Instructions" is completed, the undersigned hereby instructs the U.S. Receiving Agent to:

In the case of a book-entry delivery of ADSs, the undersigned hereby instructs the U.S. Receiving Agent to credit the undersigned's account maintained at DTC with (i) the Offer Price for ADSs (representing rights to the Class B Shares) purchased in the U.S. Offer, in each case without interest thereon, net of (a) the stock exchange and settlement fee described in the U.S. Offer to Purchase, (b) any applicable brokerage fees or commissions, (c) the Paid Distributions and any other applicable Distributions and (d) applicable withholding taxes, including Argentine capital gains tax, upon the terms and subject to the conditions set forth in the U.S. Offer; and (ii) ADSs representing any rights to Class B Shares not tendered or purchased in the U.S. Offer. The undersigned recognizes that the U.S. Receiving Agent will not transfer any ADSs from the name of the registered holder thereof if FTL does not purchase any of ADSs (representing rights to the Class B Shares) so tendered.

The terms and conditions contained in the U.S. Offer to Purchase, as from time to time supplemented or amended, shall be deemed to be incorporated in, and form part of, this Letter of Transmittal, which shall be read and construed accordingly. This Letter of Transmittal shall not be considered complete and valid, and delivery of the consideration pursuant to the U.S. Offer to Purchase shall not be made, until the ADSs representing the rights to Class B Shares being tendered and all other required documentation have been received by the U.S. Receiving Agent as provided in the U.S. Offer to Purchase and this Letter of Transmittal.



		BOX 2: SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
		To be completed ONLY if ADRs evidencing ADSs representing rights to Class B Shares not tendered or not purchased in the U.S. Offer and/or the transfer of the Offer Price of the ADSs (representing rights to the Class B Shares) purchased in the U.S. Offer, without interest thereon, net of (i) the stock exchange and settlement fee described in the U.S. Offer to Purchase, (ii) any applicable brokerage fees or commissions, (iii) the Paid Distributions and any other applicable Distributions and (iv) applicable withholding taxes, including Argentine capital gains tax, upon the terms and subject to the conditions set forth in the U.S. Offer, are to be issued in the name of and made to someone other than the undersigned or if ADSs representing rights to Class B Shares tendered by book-entry transfer that are not purchased in the U.S. Offer are to be returned by credit to an account maintained at DTC other than that designated above.
		o Issue ADR and/or o make transfer to:
		Name:

				(Please Print)
		Address:







				(Include Zip Code)

		(Tax Identification or Social Security No.) (Please also complete IRS Form W-9, Form W-8BEN, or other applicable form, as appropriate)
		o Credit ADSs representing rights to Class B Shares tendered by book-entry transfer that are not purchased in the U.S. Offer to the account set forth below:



		(DTC Account Number)



			BOX 3: SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
			To be completed ONLY if ADRs evidencing ADSs representing rights to Class B Shares not tendered or not purchased in the U.S. Offer and/or the transfer of the Offer Price of the ADSs (representing rights to the Class B Shares) purchased in the U.S. Offer are to be sent to and/or made to someone other than the undersigned or to the undersigned at an address other than that shown above.

			o Issue ADR and/or o make transfer to:
			Name:

					(Please Print)
			Address:







					(Include Zip Code)


			(Tax Identification or Social Security No.) (Please also complete the attached Form W-9 or Form W-8BEN, or other applicable form, as appropriate)

BOX 4:
SIGN HERE
(Please also complete Form W-9 or Form W-8BEN or other applicable form, as appropriate)



(Signature(s) of All Holder(s))


Dated:				, 2016

(Must be signed by registered holder(s) exactly as name(s) of registered holder(s) appear(s) on PESA ADRs or the PESA ADS Depositaries register. If signed by person(s) to which the PESA ADSs represented hereby have been assigned or transferred as evidenced by endorsement or stock powers transmitted herewith, the signatures must be guaranteed. If signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney, agent or any other person acting in a fiduciary or representative capacity, please provide the following information. See Instructions [1] and [5].)


Name(s):

		(Please Print)


Name of Entity:


Capacity (full title):


Address:

		(Include Zip Code)


Telephone Number (including country and area codes):


Taxpayer Identification or Social Security No.:

o CHECK HERE IF YOU ARE A FOREIGN BENEFICIARY(1)

o CHECK HERE IF YOU ARE AN ARGENTINE RESIDENT INDIVIDUAL

o CHECK HERE IF YOU ARE AN ARGENTINE RESIDENT ENTITY(2)

(1): Foreign Beneficiary means individuals and entities that are not Argentine residents for Argentine tax purposes.
(2): Argentine Resident Entity means Argentine legal entities in general, corporations organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, entities included in Section 1 of Argentine Law No. 22,016, certain trusts created in accordance with Argentine law, certain mutual funds, sole proprietorships and individuals carrying on certain commercial activities in Argentina.

GUARANTEE OF SIGNATURE(S)
(If required, see Instructions 1, 2, 5 and 13)



Authorized Signature



Name (Please Print)



Name of Financial Institution



Address



Zip Code



Telephone Number (including Country and Area Codes)


Dated:				, 2016

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (which include most commercial banks, savings and loan associations and brokerage houses) that is a participant in good standing in the Securities Transfer Agents Medallion Program ("STAMP"), the New York Stock Exchange Medallion Signature Program ("MSP"), or the Stock Exchanges Medallion Program ("SEMP") or any other "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each of the foregoing, an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the ADSs representing rights to Class B Shares tendered herewith and such holder(s) have not completed either Box 2: "Special Issuance Instructions" or Box 3: "Special Delivery Instructions" herein, or (b) if the ADSs are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and ADSs. This Letter of Transmittal is to be completed by ADS holders if ADRs are to be forwarded herewith. An Agent's Message must be utilized if delivery of ADSs is to be made by book-entry transfer to an account maintained by the U.S. Receiving Agent at DTC pursuant to the procedures for book-entry transfer. ADRs evidencing ADSs or confirmation of any book-entry transfer into the U.S. Receiving Agent's account at DTC of ADSs delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or an originally signed facsimile thereof) with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message and any other documents required by this Letter of Transmittal, must be delivered to the U.S. Receiving Agent at one of its addresses set forth herein prior to the Expiration Time on the Expiration Date, unless the U.S. Offer is extended or earlier terminated. If ADRs are forwarded to the U.S. Receiving Agent in multiple deliveries, a properly completed and duly executed Letter of Transmittal (or an originally signed facsimile thereof) must accompany each such delivery.

The term "Agent's Message" means a message transmitted by means of DTC to, and received by, the U.S. Receiving Agent and forming a part of a book-entry confirmation which states that DTC has received an express acknowledgment from the DTC participant tendering ADSs that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Bidders may enforce such agreement against the participant.

The method of delivery of ADRs and all other required documents is at the sole option and risk of the tendering holders of ADSs. ADRs will be deemed delivered only when actually received by the U.S. Receiving Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted, and no number of underlying Class B Shares that would represent rights to a fractional ADS will be purchased. By executing this Letter of Transmittal, all tendering ADS holders waive any right to receive any notice of the purchase of Class B Shares the rights to which underlie their ADSs by FTL.

3. Inadequate Space. If the space provided herein is inadequate, the serial numbers of the ADRs, the total number of ADSs evidenced by such ADRs, the number of ADSs representing the rights to Class B Shares tendered and any other required information should be listed on a separate signed schedule attached hereto.

4. Partial Tenders. If fewer than all of the ADSs evidenced by ADRs delivered to the U.S. Receiving Agent are to be tendered, fill in the number of ADSs to be tendered in Box 1: "Number of ADSs To Be Tendered." In such case, new ADRs evidencing the remainder of the ADSs will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in Box 3: "Special Delivery Instructions" on this Letter of Transmittal, as soon as practicable after the date on which such ADSs are purchased in the U.S. Offer. All the ADSs delivered to the U.S. Receiving Agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the ADSs representing rights to Class B Shares tendered hereby, the signature(s) must correspond to the name(s) as written on the face of the ADRs evidencing those ADSs without any alteration or change whatsoever. DO NOT SIGN THE BACK OF THE ADRs.

If any of the ADSs tendered hereby is owned of record by two or more joint holders, all such holders must sign this Letter of Transmittal. If any of the ADSs tendered in the U.S. Offer is registered in different names on several ADRs, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of ADRs.

If this Letter of Transmittal or any ADRs or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Bidders of their authority to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the ADSs listed and transmitted hereby, no endorsements of ADRs or separate stock powers are required.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the ADSs tendered hereby, the ADRs evidencing the ADSs must be endorsed or accompanied by appropriate stock powers signed exactly as the name(s) of the registered holder(s) appear(s) on such ADRs. Signatures on such ADRs or stock powers must be guaranteed by an Eligible Institution.

6. Stock Transfer Taxes. The registered holder(s) of the ADSs listed and transmitted hereby must pay any stock transfer taxes (a) with respect to the transfer of ADSs and the sale of the Class B Shares the rights to which underlie such ADSs to the Bidders or the holder's sell order pursuant to the U.S. Offer to Purchase and (b) if ADSs not tendered or purchased in the U.S. Offer are to be registered in the name of any person(s) other than the registered holder(s), with respect to the transfer to such person(s). Any such stock transfer taxes (whether imposed on the registered holder(s) or any other person(s)) will be deducted from the Offer Price, unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. Except as otherwise provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the ADSs listed and transmitted hereby.

7. Special Issuance and Delivery Instructions. If the payment for ADSs purchased in the U.S. Offer and/or ADRs evidencing ADSs not tendered or purchased in the U.S. Offer is or are to be issued in the name of a person other than the signatory of this Letter of Transmittal or if such payment is to be sent and/or such ADRs are to be returned to a person other than the signatory of this Letter of Transmittal or to an address other than that indicated in Box 1: "Description of ADSs To Be Tendered," the appropriate Special Delivery Instructions (Box 3) and/or Special Issuance Instructions (Box 2) on this Letter of Transmittal should be completed.

8. Waiver of Conditions. The Bidders, in accordance with the terms set forth in the U.S. Offer to Purchase, have reserved the right to waive all or any of the Conditions to the U.S. Offer described in "THE U.S. OFFER—Section 13. Conditions of the U.S. Offer" in the U.S. Offer to Purchase, in whole or in part, on or before the Expiration Time on the Expiration Date or the New Expiration Date, as applicable, to the extent permitted by law.

9. Requests for Assistance or Additional Copies. Holders of ADSs may use this Letter of Transmittal to tender their ADSs. Holders of Class B Shares may not tender their Class B Shares using this Letter of Transmittal, except insofar as rights to such Class B Shares are represented by ADSs. Questions and requests for assistance or additional copies of the U.S. Offer to Purchase or this Letter of Transmittal may be directed to the U.S. Information Agent at the addresses and telephone numbers set forth on the back cover of this Letter of Transmittal.

10. Holders of Class B Shares. This Letter of Transmittal cannot be used to tender Class B Shares, except insofar as rights to Class B Shares are represented by ADSs. If you hold Class B Shares the rights to which are not represented by ADSs and you are a U.S. Person, you can only tender such

Class B Shares in the U.S. Offer by following the instructions in "THE U.S. OFFER—Section 3. Procedures for Participating in the U.S. Offer—Holders of Class B Shares" in the U.S. Offer to Purchase. Please refer to the U.S. Offer to Purchase for more information and contact the U.S. Information Agent with any questions.

11. Lost, Destroyed or Stolen ADRs. If any ADRs evidencing ADSs have been lost, destroyed, mutilated or stolen, the holder should complete and sign this Letter of Transmittal and return it to the U.S. Receiving Agent indicating the number of ADRs that have been lost, destroyed, mutilated or stolen in Box 1: "Description of ADSs To Be Tendered", or call the U.S. Information Agent at 866-721-1211 (Toll-Free), and banks and brokers at 212-269-5550, for further instructions as to the steps that must be taken in order to replace the ADRs. This Letter of Transmittal and related documents cannot be processed, and the ADSs evidenced by such ADRs cannot be tendered, until the procedures for replacing lost or destroyed ADRs have been complied with. There will be no guaranteed delivery process available to tender ADSs.

12. Information Reporting and Backup Withholding. Payments made to holders of ADSs may be subject to information reporting and backup withholding of U.S. federal income tax, currently at a rate of 28%. Certain holders are not subject to these information reporting and backup withholding requirements. To avoid backup withholding, U.S. Holders (as defined in the U.S. Offer to Purchase) that do not otherwise establish an exemption should complete and return an Internal Revenue Service ("IRS") Form W-9, certifying that the U.S. Holder is a U.S. person, that the taxpayer identification number provided is correct, and that the U.S. Holder is not subject to backup withholding. Failure to provide the correct information on the Form W-9 may subject the tendering U.S. Holder to a U.S.$ 50 penalty imposed by the IRS. Holders that are non-U.S. persons may be required to complete and submit an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS W-8 Form, signed under penalties of perjury, attesting to the holder's foreign status. IRS forms may be obtained from the IRS website at www.irs.gov.

13. Withdrawal Rights. Tenders of ADSs made pursuant to the U.S. Offer may be withdrawn at any time on or prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable or, thereafter, until such time as the Bidders announce that the Required Regulatory Approval has been obtained and that they will pay the Offer Price, in each case without interest thereon, net of (i) the stock exchange and settlement fee described in the U.S. Offer to Purchase, (ii) any applicable brokerage fees or commissions, (iii) the Paid Distributions and any other applicable Distributions and (iv) applicable withholding taxes, including Argentine capital gains tax, upon the terms and subject to the conditions set forth in the U.S. Offer. Any tender of Securities will be irrevocable after that time. See "THE U.S. OFFER—Section 4. Withdrawal Rights" in the U.S. Offer to Purchase.

To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the U.S. Receiving Agent at its address set forth on the back cover of the U.S. Offer to Purchase and must specify the name of the person who tendered ADSs to be withdrawn and the number of ADSs to be withdrawn and the name of the registered holder of ADSs, if different from that of the person who tendered such ADSs. If the ADSs to be withdrawn have been delivered to the U.S. Receiving Agent, a signed notice of withdrawal with (except in the case of ADSs tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such ADSs. In addition, such notice must specify, in the case of ADSs tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering holder) and the serial numbers shown on the particular certificates evidencing the ADSs to be withdrawn or, in the case ADSs tendered by book-entry transfer, the name and number of the account at one of the Book-Entry Transfer Facilities to be credited with the withdrawn ADSs. Withdrawals may not be rescinded (without the written consent of the Bidders), and ADSs withdrawn will thereafter be deemed not validly tendered for purposes of the U.S. Offer. However, withdrawn ADSs may be re-tendered by again following one of the procedures described in Section 4 of the U.S. Offer to Purchase, at any time prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Bidders, in their sole discretion, subject to applicable law, which determination shall be final and binding. None of the Bidders, the U.S. Receiving Agent, the U.S. Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

Important: This Letter of Transmittal, together with the ADRs, or an Agent's Message (as defined in Instruction 2 herein), together with confirmation of book-entry transfer of ADSs through DTC, and all other required documents, must be received by the U.S. Receiving Agent on or prior to the Expiration Time Expiration Date, unless the U.S. Offer is extended.

To [Name of Individual]:
[Address]
Country of birth: [      ]
Date of birth: [      ]
VOI Number: [      ]

We have performed the procedures agreed with you and enumerated below with respect to the amount[s] paid by [Name of Individual], as detailed in the table below, for the acquisition of the [Class B Shares ("Class B Shares")] [American Depositary Shares ("ADSs")]¹ of Telecom Argentina S.A. ("Telecom Argentina"), in connection with the U.S. Cash Tender Offer to purchase any and all outstanding Class B Shares and ADSs of Telecom Argentina, other than those helpd by Fintech Telecome LLC, Fintech Advisory Inc. and David Martínez (the "Bidders") or their affiliates. [Name of Individual] is responsible for maintaining the appropriate documentation. Our engagement was undertaken in accordance with the International Standard on Related Services 4400, 'Engagements to perform agreed-upon procedures regarding financial information.' The procedures were performed solely to assist you in evaluating the validity of the amount[s] paid by [Name of Individual] for the acquisition of the Class B Shares and/or ADSs of Telecom Argentina based on the appropriate documentation of [Name of Individual], apostilled and notarized copies of which are attached hereto as Annex A, and are summarized below, together with the findings.

To the Management Company of
[Name of the Company]
[Address]
Country of Constitution: [      ]
Date of constitution: [      ]
VOI Number: [      ]

We have performed the procedures agreed with you and enumerated below with respect to the amounts paid by [Name of the Company] (the "Company"), as detailed in the table below, for the acquisition of the [Class B Shares ("Class B Shares")] [American Depositary Shares ("ADSs")]¹ of Telecom Argentina S.A. ("Telecom Argentina"), in connection with the U.S. Cash Tender Offer to purchase any and all outstanding Class B Shares and ADSs of Telecom Argentina, other than those held by Fintech Telecom LLC, Fintech Advisory Inc. and David Martínez (the "Bidders") or their affiliates. The Company's management is responsible for maintaining the appropriate documentation. Our engagement was undertaken in accordance with the International Standard on Related Services 4400, 'Engagements to perform agreed-upon procedures regarding financial information.' The procedures were performed solely to assist you in evaluating the validity of the amounts paid by the Company for the acquisition of Class B Shares and/or ADSs of Telecom Argentina based on the appropriate documentation and accounting records of the Company, apostilled and notarized copies of which are attached hereto Annex A, and are summarized below, together with the findings.

48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers Call Collect: 212-269-5550
All Others Call Toll-Free: 866-721-1211
Email: teco@dfking.com


*By First Class, Registered or Certified Mail:*		*By Express or Overnight Delivery:*
Computershare Trust Company, N.A.		Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions		c/o Voluntary Corporate Actions
PO Box 43011		250 Royall Street, Suite V
Providence, RI 02490-3011		Canton, MA 02021




Date of acquisition	Quantity of Class B Shares or ADSs	Amount in currency of payment [specify currency]	Buying exchange rate at Banco de la Nación Argentina at acquisition date [AR$]²	Amount in AR$	Additional information

[Include individual lines for each acquisition]

Total




Date of acquisition	Quantity of Class B Shares or ADSs	Amount in currency of payment [specify currency]	Buying exchange rate at Banco de la Nación Argentina at acquisition date [AR$]²	Amount in AR$	Additional information

[Include individual lines for each acquisition]

Total


o		CHECK HERE IF ANY ADRs EVIDENCING ADSs THAT YOU OWN HAVE BEEN LOST, DESTROYED, MUTILATED OR STOLEN (SEE INSTRUCTION 11). IF ANY ADRs HAVE BEEN LOST, DESTROYED, MUTILATED OR STOLEN, PLEASE FILL OUT THE REMAINDER OF THIS LETTER OF TRANSMITTAL AND INDICATE HERE THE NUMBER OF ADSs REPRESENTED BY THE LOST, DESTROYED, MUTILATED OR STOLEN ADRs.