Capitalization and Indebtedness Not applicable. Reasons for the Offer and Use of Proceeds Not applicable. Risk Factors This section is intended to be a summary of more detailed discussions contained elsewhere in this Annual Report. The risks described below are not the only ones that we face. Additional risks that we do not presently consider material, or of which we are not currently aware, may also affect us. Our business, results of operations, financial condition and cash flows could be materially and adversely affected if any of these risks materialize and, as a result, the market price of our Shares and our ADSs could decline. You should carefully consider these risks with respect to an investment in Telecom Argentina. This section is divided in two sub-sections: the “Risk Factors Summary,” which provides a brief summary of our Risk Factors and “Detailed Risk Factors,” providing detailed information in relation to each Risk Factor identified. ✓ Risk Factors Summary The following summarizes the main risks to which we are subject. You should carefully consider all the information discussed below in “Item 3. Key Information—Detailed Risk Factors” in this Annual Report for a comprehensive description of these and other risks. Risks Relating to Argentina ● Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends. ● Economic and political reforms in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry. ● Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios. ● The Argentine government may exercise greater intervention in private sector companies, including Telecom. ● A deterioration of domestic conditions may result in a return to economic contraction, which could adversely affect our operations. ● Adverse global economic and geopolitical developments may negatively impact the Argentine economy and, in turn, our business, financial condition, results of operations, and cash flows. ● Changes in U.S. trade and other policies under the new U.S. administration may adversely impact our business, financial condition, and results of operations. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 12 Table of Contents ● Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth. ● The Argentine banking system may be subject to instability which may affect our operations. ● We are subject to Argentine and international anti-corruption, anti-bribery and Anti - Money Laundering Laws and may be subject to compliance with economic and trade sanctions programs. Our failure to comply with these laws and programs could result in penalties, which could harm our reputation and have an adverse effect on our business, financial condition and results of operations. ● We maintain limited commercial relationships with telecommunications carriers in countries designated by the U.S. Department of State as state sponsors of terrorism, which could expose us to reputational, regulatory, or sanctions-related risks ● There can be no assurances regarding the consequences of the post-closing review of Argentine regulatory authorities in connection with the Acquisition. Risks Relating to Telecom and its Operations ● We may become subject to burdensome regulations, ordinances and laws affecting the services we offer which could adversely affect our operations. ● We operate in a highly competitive environment that could materially erode our market position. ● The rapid adoption of OTT and satellite internet services is contributing to a significant decline in our traditional revenue streams and is challenging our legacy business model. ● Technological advances and replacement of our equipment may require us to make significant expenditures to maintain and improve the competitiveness of the services we offer. ● The intellectual property used by us, our suppliers or service providers may infringe on intellectual property rights owned by others. ● Our revenues may be adversely affected by an increase in churn rates, with respect to mobile telephony, cable television, internet services, corporate data services and IoT, or reductions in fixed telephony lines in service, with respect to fixed telephony services. ● Actual or perceived health risks or other problems relating to mobile handsets or transmission masts could lead to litigation or decreased mobile communications usage. ● Our operations and financial condition could be affected by future union negotiations, Argentine labor regulations and governmental measures requiring private companies to increase salaries or otherwise provide workers with additional benefits. ● We are or may be involved in legal and regulatory proceedings that could result in unfavorable decisions and financial penalties for us. ● A cyberattack could adversely affect our business, financial condition, results of operations and cash flow. ● Artificial intelligence presents risks that could adversely affect our business, results of operations and financial condition. ● The impacts of climate change could pose risks of damage to our infrastructure and cause disruptions in our operations, which may affect our financial results. ● Operational risks could adversely affect our reputation and our profitability. ● Any failure by a strategic supplier to comply with its legal and contractual obligations could adversely affect our operations and any action or restriction by a foreign government against a strategic supplier could adversely affect our reputation. ● Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies. ● We may be adversely affected by fluctuations in interest rates. ● We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition, results of operations and cash flow. ● We may not obtain the benefits we expect from the acquisition of TMA in the anticipated timeframe. Risks Relating to Telecom Argentina’s Shares and ADSs ● The New York Stock Exchange (“NYSE”) and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading and/or delist Telecom’s ADSs and Class B common shares, respectively, upon occurrence of certain events relating to Telecom’s financial situation. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 13 Table of Contents ● Under Argentine corporate law, shareholder rights may be fewer or less well defined than in other jurisdictions. ● Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares and/or the ADSs. ● Our shareholders may be subject to liability under Argentine law for certain votes of their securities. ● The voting rights of investors with respect to the ADSs are limited by the terms of the deposit agreement. ● The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value. ● Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of the Class B Shares underlying the ADSs. ● Trading of Telecom Argentina’s Class B Shares in the Argentine securities markets is limited and could experience further illiquidity and price volatility. ● Holders of ADSs may be adversely affected by currency devaluations and foreign exchange fluctuations. ● The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder. ● We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets. ● As a foreign private issuer, we will not be subject to U.S. proxy rules and will be exempt from filing certain reports under the Securities Exchange Act of 1934. ● If we do not file or maintain a registration statement and no exemption from the Securities Act registration is available, U.S. holders of ADSs may be unable to exercise preemptive rights granted to our holders of Class B Shares underlying ADSs. ● Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors. ● We are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liability claims against us, our directors, officers and certain experts. ● CVH, and through CVH, GC Dominio, have the ability to determine the outcome of any shareholder decision relating to significant matters affecting us. ✓ Detailed Risk Factors Risks Relating to Argentina Overview A substantial majority of our property, operations and customers are located in Argentina, and a portion of our assets and liabilities are denominated in foreign currencies. Accordingly, our financial condition, results of operations and cash flows depend to a significant extent on economic and political conditions prevailing in Argentina and on the exchange rates between the Argentine Peso and foreign currencies. In the recent past, Argentina has experienced severe recessions, political crises, periods of high inflation and significant currency devaluation. The Argentine economy has been volatile over time, with years of economic growth and others with recession. Several factors have impacted negatively the Argentine economy in the recent past, and may continue to impact it in the future, including among others, inflation rates, exchange rates, commodity prices, level of BCRA reserves, public debt, tax pressures, trade and fiscal balances, government policy and the international and macroeconomic conditions. Those conditions could adversely affect our operations. Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends. Since we generate a substantial portion of our revenues in Argentine Pesos (our functional currency), any devaluation may negatively affect the U.S. dollar value of our earnings while increasing, in Peso terms, our expenses and capital expenditures denominated in foreign currency. The Argentine Peso has been subject to significant devaluation against the U.S. dollar in the past and may be subject to fluctuations in the future. The value of the Argentine Peso compared to other foreign currencies is dependent, among other factors, on the level of international reserves maintained by the BCRA, which have also shown significant fluctuations in recent years. The Argentine macroeconomic environment, in which we operate, has been affected by the continued devaluation of the Argentine Peso, which in turn has and could continue to have a direct impact on our financial and economic position. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 14 Table of Contents The value of the Argentine Peso has fluctuated significantly over time. In 2025, the Argentine Peso continued to depreciate against the U.S. dollar and other major foreign currencies. The Peso depreciated at a faster rate compared to the previous year, with a monthly depreciation of approximately 3.0%. According to Banco de la Nación Argentina, the Argentine Peso/dollar exchange rate stood at P$1,455 per US$1.00 as of December 31, 2025, evidencing an appreciation of the U.S. dollar against the Argentine Peso of approximately 41.0% from its value of P$1,032 per dollar on December 31, 2024 (compared to 27.7% and 356.3% in the years ended December 31, 2024 and 2023, respectively). If we analyze the behavior of the average exchange rate, during 2025 it stood at P$1,245.0 per dollar. Heightened restrictions to access the official FX Markets were imposed starting in 2020, and some exchange rates are only available to certain markets participants, or in the activities in which the currency is held. In addition, dealing with certain reference rates might directly affect the access of the Company to the Argentine Single and Free Exchange Market (“MULC” for its Spanish acronym). The requirements to access different exchange rates, as well as the actual exchange rate of each option, vary significantly from one another. During 2024, the Milei administration implemented policies aimed at modifying Argentina’s macroeconomic conditions, such as reducing the fiscal deficit, reforming the National State, privatizing public companies and rationalizing the current spending of the national administration. These measures and any future measures may generate volatility in the economic and financial conditions of Argentina. To address the issue of increasing commercial debt deriving from the additional restrictions on the payments of imports described above, under Milei’s administration, the BCRA has been offering U.S. dollar-denominated securities (BOPREAL, standing for Bond for the Reconstruction of a Free Argentina in Spanish), which can only be subscribed by importers with overdue debts for goods with customs registration and/or services actually rendered until December 12, 2023. BOPREALs may be used for easier access to foreign currency, whether through the collection of interest or principal upon maturity, or through the sale of the bonds in the secondary market in exchange for dollars paid abroad. Access to the MULC for the payment of imports pending as of December 12, 2023, is subject to the prior authorization of the BCRA. Additionally, importers of goods and services may not pay any overdue amounts on account of imports as of December 12, 2023, by any other means, except for dollars held abroad or dollars obtained through BOPREALS, without jeopardizing access to the official exchange market. Pursuant to current BCRA rules, importers will not be entitled to access the MULC for 90 days if they have conducted exchange transactions involving the sale/purchase of securities (other than BOPREALs) settled in dollars abroad. In this regard, between January and May 2024, the BCRA completed the Series 1, 2 and 3 BOPREAL auctions issuing their maximum amounts of US$5,000 million, US$2,000 million and US$3,000 million, respectively. In 2025, the BCRA launched Series 4 of BOPREAL bonds, with a maximum issuance amount of up to US$3,000 million, aimed at addressing outstanding foreign-currency obligations, including retained dividends, commercial and financial debt with related parties and inherited commercial debts. The first auction of Series 4 took place in June 2025, with additional tranches auctioned thereafter. We participated in the auctions of BOPREAL 1 and 2 Series during January and February 2024. The bonds allowed us to agree to a settlement of the existing commercial debt with our main suppliers, which we negotiated with each counterparty individually. On April 11, 2025, the Ministry of Economy and the BCRA announced the beginning of “Phase 3” of the economic program started on December 10, 2023. In this new phase, (i) the rate of the U.S. dollar in the FX Market may fluctuate within a moving band between P$1,000 and P$1,400, a limit to be increased at a rate of 1% per month; and (ii) the nominal anchor is reinforced, as the BCRA will continue to refrain from issuing Argentine pesos to finance the fiscal deficit or to remunerate its monetary liabilities, through a crawling peg mechanism. Separately, pursuant to Communication “A” 8226 dated April 11, 2025, the BCRA also lifted restrictions preventing individuals from accessing the FX Market to purchase U.S. dollars. The Communication also allows local companies to use the FX Market to distribute profits to foreign shareholders for financial years starting on or after January 1, 2025. Additionally, the BCRA eased restrictions on payment terms for foreign trade transactions. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 15 Table of Contents As part of “Phase 3” of the economic program, on April 16, 2025, the BCRA also issued Communication “A” 8230, easing restrictions for the payment of certain related parties’ cross border financings and the repatriation of direct investments made by foreign investors in companies (other than companies controlling local financial entities) and allowing foreign investors to repatriate payments received in Argentina on account of securities listed in local markets (whether such payments derive from payments of principal or interest under such securities or the proceeds from the sale of such securities); in each case subject to certain conditions. In addition, on December 15, 2025, the BCRA announced adjustments to the existing exchange rate framework. Effective January 1, 2026, the minimum and maximum exchange rate bands will be updated on a monthly basis in accordance with the most recent inflation data published by INDEC, replacing the prior crawling peg mechanism. The BCRA further indicated that the exchange rate will continue to operate under a floating regime within bands, with the objective of reducing the risk of extreme or abrupt exchange rate movements, while taking into account market liquidity conditions and trends in money demand. The measures imply changes in the conditions of access to the FX market to purchase U.S. dollars. The Company cannot guarantee the success of these measures or that such measures will be sustained over time. For further information, see “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina—Specific provisions for inward remittances—External financial indebtedness.” The success of these measures is uncertain and any further depreciation of the Argentine Peso or our inability to acquire foreign currency could have a material adverse effect on our financial condition and results of operations. We cannot predict the effectiveness of these measures, nor whether, or to what extent, the value of the Argentine Peso may depreciate or appreciate against the U.S. dollar or other foreign currencies, nor our ability to meet our liabilities denominated in foreign currencies, or how these uncertainties will affect demand for the services we provide. Furthermore, no assurance can be given that, in the future, no additional currency or foreign exchange restrictions or controls will be imposed. Existing and future measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which, in turn, could adversely affect our business and results of operations. Depreciation of the Argentine Peso against major foreign currencies may have a material adverse effect on our financial condition and results of operations and also have an adverse impact on our capital expenditure program and increase the Argentine Peso amount of our trade payables and borrowings denominated in foreign currencies. As of December 31, 2025, P$5,436,854 million of our liabilities were denominated in foreign currencies. Despite that Telecom seeks to manage the risk of devaluation of the Argentine Peso, by entering from time to time into certain DFI agreements and futures contracts to hedge some of its exposure to foreign currency fluctuations, Telecom remains highly exposed to risks associated with the fluctuation of the Argentine Peso. In addition, the devaluation of the Argentine Peso and foreign exchange restrictions may affect compliance with our covenants. See “—Risks Relating to Telecom and its Operations—Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies.” Any restrictions on transferring funds abroad imposed by the Argentine government could undermine our ability to pay dividends on our ADSs or make payments (of principal or interest) under our outstanding indebtedness in U.S. dollars, as well as to comply with any other obligation denominated in foreign currency. See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina.” Economic and political reforms in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry. The Argentine government has historically exercised significant influence over the economy, and telecommunications companies have operated in a highly regulated environment. The Argentine government may promulgate numerous, far-reaching regulations affecting the economy and telecommunications companies, as shown by, the enactment of Decree No. 690/20 in August 2020, and the nationalization of the private pension and retirement system in 2008. For more information see “—The Argentine government may exercise greater intervention in private sector companies, including Telecom.” ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 16 Table of Contents Moreover, the long-term impact of these measures and any future measures taken by the Argentine government on the Argentine economy, as a whole and in the telecommunication sector remains uncertain. It is possible that such reforms could be disruptive to the economy and adversely affect the Argentine economy and the telecommunications industry, and consequently, our business, results of operations and financial condition. We are also unable to predict the measures that the Argentine government may adopt in the future, and how they will impact on the Argentine economy and our results of operations and financial condition. In the event of any economic, social or political crisis, companies operating in Argentina may face the risk of strikes, expropriation, nationalization, mandatory amendment of existing contracts, and changes in taxation policies including tax increases and retroactive tax claims. In addition, Argentine courts have sanctioned modifications on rules related to labor matters, requiring companies to assume greater responsibility for the assumption of costs and risks associated with sub-contracted labor and the calculation of salaries, severance payments and social security contributions. Since we operate in a context in which the governing law and applicable regulations change frequently, also as a result of changes in government administration, it is difficult to predict if and how our activities will be affected by such changes. On December 21, 2023, the Milei administration issued Decree of Necessity and Urgency (“DNU”) No. 70/2023, entitled “Bases para la Reconstrucción de la Economía Argentina” (Foundations for the reconstruction of the Argentine economy) establishing various initiatives for the deregulation of the economy and reduction of the size of the public administration and public expenses. Such decree remains mostly in effect. The decree includes a series of legal, institutional, tax, and criminal reforms affecting various sectors of the economy. Additionally, the decree declares a public emergency in economic, financial, fiscal, social security, defense, tariff, energy, health and social matters until December 31, 2025, extendable for two additional years, and delegates numerous legislative powers to the PEN for the duration of the public emergency. Pursuant to Decree No. 942/2025, issued in December 2025, the public health emergency originally declared under DNU No. 70/2023 was extended for an additional period, while the remaining emergency declarations expired on December 31, 2025, unless otherwise extended by applicable law or decree. This decree is subject to the subsequent legislative control established by Section 99, paragraph 3, of the Argentine Constitution and Law No. 26,122, which provides that the decree shall remain in force until it is rejected by both Houses of the Argentine Congress. Pursuant to Article 23 of Law No. 26,122, each house of the Argentine Congress must accept or reject the decree in its entirety—without introducing amendments, additions or deletions—by an absolute majority vote of the members present. On March 14, 2024, the Senate rejected the decree and was subsequently forwarded to the lower house. The decree will become ineffective only if the lower house rejects it by an absolute majority of the members present. As of the date of this Annual Report, the decree remains in effect, as the lower house has not yet issued a decision on its rejection. The review conducted by the Permanent Bicameral Commission —established under Law No. 26,122— does not limit Congress’ ordinary powers to repeal legislative measures issued by the Executive Branch, as provided in Article 25 of such law. A bill to amend Law No. 26,122 and reform the system of Congressional oversight of emergency, delegated and DNUs has received preliminary approval in Congress. If enacted, DNUs would remain in force only upon express approval by the Bicameral Commission and both chambers within mandatory time periods. As a result, the continued validity of DNU No. 70/2023 and any subsequent DNUs could be affected, potentially modifying the regulatory framework described herein. The Milei administration also submitted to the Argentine Congress a significant number of reforms through the omnibus bill, entitled “Bases y Puntos de Partida para la Libertad de los Argentinos” (Foundations and Starting Points for the Freedom of the Argentine People or “Ley de Bases”). After months of negotiation, on June 28, 2024, the bill finally passed, and the Ley de Bases was approved. On the same date, Congress also approved the measures related to the regularization of tax, customs, and fiscal obligations, in order to achieve voluntary payment obligations by taxpayers. If they join the regime, they will receive different benefits depending on their membership and the type of debt they have. The key points of the Ley Bases are the following: ● Emergency: Ley de Bases declared a public emergency on administrative, economic and energy matters and delegated legislative powers to the Executive Branch under Section 76, subject to reporting to Congress; ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 17 Table of Contents ● State Reform: The law establishes the bases for state reorganization to improve efficiency, reduce the size of the state and strengthen internal controls. It also provides for the total or partial privatization of selected state-owned companies and introduces reforms to administrative procedures, public employment and collective labor regulations; ● Incentive Regime for Large Investments: The law creates the “Régimen de Incentivos para Grandes Inversiones” (RIGI), a legal and regulatory framework to promote large scale investments in strategic sectors, providing incentives, legal certainty and protection of acquired rights; ● Concessions: The law authorizes the granting of public works and public service concessions to private or public entities, financed through tariffs, tolls or other forms of remunerations; ● Energy: The law introduces reforms to the hydrocarbons, natural gas and electricity regulatory frameworks, including the creation of a unified national gas and electricity regulatory authority and the empowerment of the Executive to adapt existing energy legislation; and ● Labor modernization: The law introduces modifications to key labor laws, repeals certain enhanced compensation regimes, redefines employer responsibility in registered employment relationships and limits claims derived from third-party labor arrangements, while further labor reforms remain under congressional discussion. Through Decree No. 585/2024, Milei created the Ministry of Deregulation and State Transformation, appointing Federico Sturzenegger as its head. The Ministry’s functions include deregulation and state reform, through the formulation and implementation of national policy; simplification and downsizing of the State to eliminate unnecessary tasks and promote private job creation and economic development, and increasing competitiveness by reducing bureaucratic burdens, and regulatory constraints. In line with these transformation policies, on October 21, 2024, the Executive branch announced the dissolution of the AFIP and its replacement through the creation of ARCA, which is under the purview of the Ministry of Economy. This measure was officially established through Decree No. 953/2024, which established that this new autonomous entity is AFIP’s legal successor and will maintain the responsibilities, powers, and functions assigned to the AFIP until the regulations regarding the powers, rights, and obligations, and the organic and functional structure of the new entity are published. Additionally, in 2024, the lower house ratified two presidential vetoes that nullified significant laws passed by Congress. In September 2024, President Javier Milei’s veto of the law proposing an increase in retirement benefits was upheld, and in October 2024, the veto of the University Financing Law, which had been passed on September 13, 2024 by both chambers, was also upheld. In both cases, the decisions became final, leaving the Congress with no possibility of insisting on the passing of the regulations for the remainder of the parliamentary year. On May 22, 2025 the Argentine Government announced the program “Reparación Histórica del Ahorro de los Argentinos,” which is intended to encourage the use of dollars that Argentine citizens have saved and not channelled through the Argentine financial system. One of the main decisions announced by the PEN entailed the repeal of several informative regimes requiring reports on purchases with credit and debit cards and virtual wallets, the purchase and sale of used vehicles, real estate sales and the use of public services such as electricity, water, gas and telephony. After this announcement was made, on June 5, 2025, the PEN proposed to the Argentine Congress the enactment of the “Principio de Inocencia Fiscal” bill, with a view to allowing to any individual seeking to bring U.S. dollars held outside the Argentine financial system into the formal economy. On December 26, 2025, the Argentine Congress enacted Law No. 27,799, published in the Official Gazette on January 2, 2026, that introduces significant amendments to the Criminal Tax Regime, Tax Prescription and fine amounts, and an optional and simplified tax regime for income tax filling for Individual residents. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 18 Table of Contents On September 4, 2025, the Argentine Senate approved a bill seeking to establish additional limits on the use of DNUs by the PEN. The proposed legislation would require that each DNU be limited to a single matter and that its validity be subject to ratification by an absolute majority of both chambers within 90 calendar days; if such ratification is not obtained, the decrees would be rendered ineffective. The bill was subsequently debated in the lower house. However, a key article establishing the deadlines and requirements for ratification failed to achieve sufficient consensus during the specific debate, preventing the initiative from becoming law and requiring its return to the Argentine Senate. Although the specific impact of these legislative processes remains uncertain, no assurance can be given that they will not affect the overall operating context of the market. We cannot assure you that future economic, regulatory, social and political developments in Argentina will not adversely affect our business, financial condition or results of operations, or cause a decrease in the market value of our securities. Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios. Argentina has a hyperinflationary economy, and there is no assurance that inflation rates will not rise further in the future. Furthermore, the INDEC has experienced periods of political intervention that raised serious concerns about the reliability of its published data. As a result, at the end of February 2024, a London Court of Arbitration ordered Argentina to provide US$337 million in bonds to proceed with a lawsuit regarding the calculation method used for a series of debt bonds known as “GDP coupons.” The claim, initiated by a number of investment funds, alleges that the former administration led by Cristina Kirchner, with Axel Kicillof as Minister of Economy, changed the base year for calculating economic growth in 2013 to avoid triggering a GDP coupon payment. This coupon, established in Argentina’s 2005 debt restructuring, was designed to incentivize creditors to participate in a swap by promising additional payments for each year in which Argentina’s GDP grew by more than 3%. On October 15, 2024, the Supreme Court of the United Kingdom dismissed Argentina’s appeal against the first-instance ruling. The Court of Appeal in London had previously denied Argentina leave to appeal. As a result, Argentina has no further legal recourse and is ordered to pay €1,330 million (US$1,443 million), plus applicable interest, in damages and indemnities related to the “GDP-coupons” case in the United Kingdom. Future political intervention in the INDEC could jeopardize the agency’s autonomy and therefore affect the reliability of its published statistics. In early 2025, holders of these securities urged Argentina to engage in discussions regarding the execution and timing of payment of the judgment, following developments in Argentina’s macroeconomic and financial framework. In addition, certain guarantees in an aggregate amount of approximately €313 million were executed as part of enforcement actions related to the UK judgment. In addition, during last three years, various factors in the international economic and financial context, such as the military conflict between Russia and Ukraine and between Israel and Hamas, and the turbulence in international financial markets caused by rising inflation, particularly in the United States and Europe, had a negative impact on emerging economies such as Argentina. See “—Adverse global economic and geopolitical developments may negatively impact the Argentine economy and, in turn, our business, financial condition, results of operations, and cash flows.” For example, inflation in Argentina raised significantly during 2023, reaching the highest monthly inflation of over 25% in December 2023, when the Milei administration took office. With the Milei administration, inflation experienced a notable decrease, attributed to the policies of fiscal adjustment, control of monetary issuance and economic opening implemented. The CPI variation was 31.5% in 2025, 117.8% in 2024 and 211.4% in 2023. Monthly inflation for January 2026 was 2.9%. Efforts made by the Argentine government to contain and reduce inflation are expected to, as of the date of this Annual Report, achieve the desired results, as inflation is currently declining. If the value of the Argentine Peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected. For additional information, see Note 1.d) to our Consolidated Financial Statements. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 19 Table of Contents A high inflation rate, or a hyperinflationary process, would affect Argentina’s external competitiveness by diluting the effects of the depreciation of the Argentine Peso, negatively impacting employment and the level of economic activity, and undermining confidence in the Argentine banking system, which may further limit the availability of domestic and international credit for companies. At the same time, a portion of Argentina’s debt continues to be adjusted by the CER, a monetary index, which is strongly correlated with inflation. Therefore, any significant increase in inflation would drive an increase in Argentina’s external debt and, consequently, in Argentina’s financial obligations, which could exacerbate strains on the Argentine economy. A continued inflationary environment could undermine our operating results. Because the majority of our revenues are denominated in Argentine Pesos, any further increase in the inflation rate not accompanied by a parallel increase in our prices would decrease our revenues in real terms and adversely affect our results of operations. Further, higher inflation rates generally lead to a reduction in the purchasing power, thus increasing the likelihood of a lower level of demand for our fixed and mobile telecommunications, cable television and internet services in Argentina. The Argentine government may exercise greater intervention in private sector companies, including Telecom. The Argentine government exercised in the past, and may exercise in the future, decisions to intervene in private companies in financial distress. We cannot predict whether the current administration or future administrations will take similar or further measures, including nationalization, expropriation and/or increased Argentine governmental intervention in companies. Government intervention in the industries in which we operate could create uncertainties for investors in public companies in Argentina, including Telecom Argentina, as well as have a material adverse effect on our business, financial condition, and results of operations. See “—Economic and political reforms in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry.” A deterioration of domestic conditions may result in a return to economic contraction, which could adversely affect our operations. The Argentine economy has faced significant volatility in recent years, characterized by periods of slow or declining economic growth, high and fluctuating inflation rates, and depreciation of the Argentine Peso. Following a period of recovery after the sharp economic downturn in 2020, Argentina’s economy contracted again in 2023 and 2024 before returning growth in 2025. During 2025, Argentina’s economy underwent broad macroeconomic adjustment measures while ongoing constraints on the country’s foreign exchange reserves continued to exert pressure on the value of the Peso. Substantially all our operations, properties and customers are in Argentina, and, as a result, our business is largely dependent upon the economic and legal conditions prevailing in Argentina. Global financial instability, pandemics, and other health-related crises (as well as government responses thereto), the armed conflicts between Russia and Ukraine and generally in the Middle East (such as the conflict between Israel and Hamas), the current situation in Venezuela, or global economic conditions, any future increases in the interest rate of the United States and other developed countries, changes in economic or political conditions in Latin America and any other global economic events may impact the Argentine economy and prevent Argentina from getting back on track to growth or could aggravate the current recession with consequences in trade and fiscal balances and in the unemployment rate. Argentina’s economy may be negatively affected in the future by several domestic factors, including an appreciation of the real exchange rate that could undermine its competitiveness and further worsen the trade balance. Combined with capital outflows, this could reduce levels of consumption and investment and result in greater exchange rate pressure. Abrupt changes in monetary and fiscal policies or the foreign exchange framework could rapidly affect local economic output, while insufficient investment in certain economic sectors could reduce long-term growth. Access to international financial markets could be limited. An increase in public spending without a corresponding increase in public revenues could affect Argentina’s fiscal results and generate uncertainties that could constrain economic growth. If economic conditions in Argentina were to further deteriorate, they could have an adverse effect on our results of operations, financial condition, and cash flows. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 20 Table of Contents Adverse global economic and geopolitical developments may negatively impact the Argentine economy and, in turn, our business, financial condition, results of operations, and cash flows. The global macroeconomic environment is facing considerable challenges. There is substantial uncertainty over the long-term effects of the monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States, Europe and China. The United States Federal Reserve (“Fed”) lowered interest rates in September, November and December 2024, which were the first reductions in four years, and continued cutting rates in September and December 2025. Some members of the Federal Open Market Committee have indicated that these reductions reflect a gradual approach to normalizing monetary policy, allowing for an evaluation of the policy’s restrictive impact as the U.S. economy progresses. However, the potential impact of these and other future Fed interest rate adjustments on the Argentine economy and our operations remains uncertain. Some of these monetary measures negatively impacted financial markets during 2022 and 2023. United States has remained one of Argentina’s main trading partners.’ Under the Trump Administration, the trade relationship between the two countries could have a dual effect: while it could promote Argentine soybean exports, potential protectionism could negatively affect other economic sectors in Argentina. On November 13, 2025, the United States and Argentina announced their intention to enter into a bilateral framework agreement to deepen bilateral trade and investment cooperation, encompassing the elimination of non-tariff barriers, regulatory harmonization, intellectual property, agricultural market access, labor and environmental standards, economic security, digital trade and transparency in state-owned enterprises’ operations. Certain measures announced by the Trump administration have nonetheless generated concern in international trade due to the potential renegotiation of agreements and the implementation of tariffs and defensive measures. There is also uncertainty as to how the trade relationship between Mercosur member States will unfold, particularly between Argentina and Brazil. We cannot predict the effect on the Argentine economy and our operations if trade disputes arise between Argentina and Brazil, or if either country were to exit the Mercosur. Since October 2023, an armed conflict between Israel and Hamas-led Palestinian militant groups has taken place primarily in and around the Gaza Strip, with hostilities extending to the West Bank, the Israel-Lebanon border and Iran. In October 2025, Israel and Hamas reached a ceasefire agreement as part of a broader international peace plan, however, the durability of the ceasefire remains uncertain, with claims of breaches having been made. The United Nations has reinstated sanctions on Iran over its nuclear program, and the United States has intensified a pressure campaign including sanctions targeting entities linked to the financing of Hamas and Hezbollah. In late February and early March 2026, a major regional conflict erupted after the United States and Israel launched large-scale airstrikes against Iran, targeting military, government, and nuclear-related infrastructure and killing Iran’s Supreme Leader, Ayatollah Ali Khamenei; Iran responded with widespread missile and drone attacks against Israel, U.S. bases, and several Gulf countries, drawing in regional actors and disrupting airspace, energy infrastructure, and civilian life across the Middle East, while the fighting caused significant casualties, displacement, market volatility, and intense international diplomatic efforts aimed at preventing further escalation into a broader war. These developments have increased uncertainty in international markets and could contribute to volatility in global financial conditions. The Russia-Ukraine sanctions could adversely affect the global economy and financial markets and thus could affect our business, financial condition, or results of operations. The extent and duration of the military conflict, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this Annual Report and may result in compliance and operational challenges for the Company. We maintain telecommunications agreements with certain third-party international carriers that may deliver traffic between the Company’s networks, Russia and Ukraine, potentially including certain sanctioned territories within Ukraine. Although U.S. sanctions authorize the receipt or transmission of telecommunications with such sanctioned territories, to the extent that any activities involving those international carriers are outside the scope of such authorization, or sanctions relating to Russia and Ukraine are expanded, such activity may potentially result in regulatory or enforcement actions against the Company. In January 2025, oil prices rose by approximately 2% following the expectation that the expansion of U.S. sanctions against Russia which are expected to impact the export of Russian crude oil, could increase transportation costs and oil prices. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 21 Table of Contents In January 2026, the United States launched air strikes against Venezuela, captured former President Nicolas Maduro and announced plans to oversee a transitional period in the country. These developments introduce additional uncertainty into the regional geopolitical environment. If international and domestic conditions for Argentina were to worsen due to the aforementioned factors, the Argentine economy could be negatively affected as a result of lower international demand and lower prices for its products and services, higher international interest rates, lower capital inflows and higher risk aversion, which may also adversely affect our business, results of operations, financial condition and cash flows. Argentina’s financial and equity markets are also influenced by economic and market conditions in other markets as the reactions of international investors to any of the developments described herein may produce a “contagion” effect that negatively impacts an entire region or investment class. Changes in U.S. trade and other policies under the new U.S. administration may adversely impact our business, financial condition, and results of operations. The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries and has made proposals and taken actions related thereto. In addition, the U.S. government has recently imposed tariffs on certain foreign goods ranging from 10% to 50% and has indicated a willingness to impose tariffs on imports of other products. Some foreign governments have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. The imposition of these tariffs and other recent trade policies by the U.S. government have already caused substantial volatility in the international markets and could result in more volatility in the future. In particular, these tariffs could disrupt global trade flows and impact on the cost and availability of telecom equipment and technology and increase operational costs for companies reliant on international supply chains. Further, the U.S. government recently issued proclamations re-imposing and expanding 25% tariffs on imported steel and aluminum products under Section 232 of the Trade Expansion Act of 1962. These tariffs apply to all countries that previously received exemptions, increase aluminum tariffs from 10% to 25%, and expand the scope of existing steel and aluminum tariffs to include derivative products. The new tariffs took effect on March 12, 2025 and could increase the cost of critical telecommunications infrastructure and equipment, particularly for companies like us that rely on imports for network expansion and maintenance. Additionally, heightened scrutiny on tariff classifications and increased enforcement measures by U.S. authorities could lead to further supply chain disruptions and additional costs. Given our reliance on imported telecommunications equipment, changes in U.S. trade policies that cause disruption in the international market may materially adversely impact our costs and ability to import such equipment. For example, if our access to key suppliers or technology is restricted, or if our customers face economic constraints due to increased costs of goods and services resulting from international tariffs, trade restrictions, or changes in U.S. or foreign government regulations, our financial condition and results of operations could be materially and adversely affected. See “—Risks Relating to Telecom and its Operations—Any failure by a strategic supplier to comply with its legal and contractual obligations could adversely affect our operations and any action or restriction by a foreign government against a strategic supplier could adversely affect our reputation.” Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth. Argentina has experienced financial distress since its default on certain debt payments in 2001, 2014 and 2020. During 2020, the Argentine government entered into negotiations with its creditors to restore the sustainability of its external public debt. By August of that year, the Argentine government restructured approximately US$66.5 billion of its U.S. dollar-denominated global bonds. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 22 Table of Contents During the first quarter of 2022, the Argentine government reached a new agreement with the IMF in order to renegotiate the principal maturities of the US$44.1 billion disbursed between 2018 and 2019 under an SBA, originally planned for the years 2021, 2022 and 2023. On January 28, 2022, the Argentine government and the IMF announced that they had reached an understanding on key policies as part of their ongoing discussions relating to an IMF-supported program. Later, on March 3, 2022, the IMF and the Argentine government reached a staff-level agreement on the economic and financial policies to be supported by a 30-month extended fund facility arrangement (the “EFF Agreement”), which was approved by the Argentine Congress through Law No. 27,668 on March 17, 2022, and enacted by Decree No. 130/22. Subsequently, the executive board of the IMF approved the EFF Agreement for an amount equivalent to US$44 billion, including an immediate disbursement of US$9.6 billion. As of the year ended December 31, 2023, the IMF Executive Board and the Argentine authorities reached a staff-level agreement on the first to the sixth reviews, under the extended fund facility arrangement. On February 1, 2024, the IMF Executive Board concluded the seventh review of the agreement under the IMF extended fund facility for Argentina. The decision of the Executive Board enables an immediate disbursement of approximately US$4.7 billion (or Special Drawing Rights “SDR” 3.5 billion) to support the significant efforts of the new authorities to restore macroeconomic stability and get the program back on track. On May 14, 2024, the eighth review of the program took place, which focused on fiscal compliance during the first quarter of 2024. According to the Ministry of Economy’s figures, the primary fiscal surplus was four times higher than the figure required by the current program. In turn, under the 2018 agreement, the BCRA is expected to make a payment of US$1.9 billion and after which only a last principal payment of approximately US$640 billion will remain and, from that moment on, the BCRA will make calendar interest and surcharge payments until September 2026, when the repayment process of the current Extended Facilities Program is expected to begin. In this sense, on June 13, 2024, the IMF Executive Board concluded the eighth review of the agreement under the IMF extended fund facility for Argentina. The decision of the Executive Board enabled an immediate disbursement of approximately US$0.8 billion. Under Executive Order No. 179/2025 of March 10, 2025, the Argentine government authorized a new credit operation with the IMF, featuring a 10-year amortization schedule, to repay debts owed to the IMF itself and amounts due under notes issued to the BCRA. On April 11, 2025, the Argentine government announced it had reached an extended facilities agreement with the IMF for an amount of US$ 20,000 million, of which US$ 15,000 million constitute freely available disbursements in 2025. As reported by the Ministry of Economy and the BCRA in their announcement dated April 11, 2025, other international agencies are expected to provide additional disbursements for approximately US$ 6.1 billion that will complement the disbursements to be made by the IMF during 2025. Overall, these agreements have the potential to contribute to an increase of US$ 23,100 million in the BCRA’s liquid reserves during 2025. Finally, the BCRA has agreed to an additional twelve-month extension of the activated tranche of the currency swap with the Central Bank of China (PBOC) (for approximately US$5 billion). On October 28, 2022, the Minister of Economy announced a new agreement with the Paris Club, which is an addendum to the Paris Club 2014 Settlement Agreement. This new agreement recognizes a principal amount of US$1.971 billion, extending the repayment period to thirteen semi-annual installments, starting in December 2022 to be repaid in full in September 2028. As part of the agreement, the interest rate applicable to the first three installments was reduced from 9% to 3.9%, with subsequent gradual increases to 4.5%. The payment profile implies semi-annual payments averaging US$170 million (principal and interest included). In early April 2023, the former Minister of Economy, Sergio Massa, signed agreements with the Netherlands, Germany, Canada, Israel, Finland, Denmark and Austria, part of the negotiations between the Argentine government and the group of creditor countries of the Paris Club to finalize the payment of the obligations in 2028. During 2024 and into 2025, Argentina continued its engagement with the IMF under the EFF Agreement, with further program reviews conducted and disbursements subject to compliance with fiscal, monetary and structural benchmarks. Discussions between the Argentine authorities and the IMF regarding the continuation of the program and policy implementation remained ongoing as of 2025. As of 2025, Argentina continued to service its obligations under the amended Paris Club agreement, with semi-annual payments made in accordance with the agreed repayment schedule through 2028. We cannot assure you that the EFF Agreement will not affect Argentina’s ability to implement reforms and public policies and boost economic growth. In addition, the long-term impact of these measures and any future measures taken by the current government on the Argentine economy remains uncertain. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 23 Table of Contents Despite the restructuring of Argentina’s public debt carried out between 2020 and 2022, international markets remain cautious about Argentina’s debt. Although Argentina country risk indicator began to decline significantly, there can be no assurance that Argentina’s credit ratings will remain in place or otherwise be downgraded, suspended or cancelled. Any downgrade, suspension or cancellation of Argentina’s sovereign debt rating may have an adverse effect on the Argentine economy and our business. Without renewed access to financial markets, the Argentine government may not have the financial resources to implement reforms and drive growth. Argentina’s inability to obtain credit in international markets could have a direct impact on our ability to access those markets to finance our operations and growth, including the financing of capital expenditures, which would adversely affect our financial condition, results of operations and cash flows. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt. We have investments in Argentine sovereign bonds in the amount of P$322,392 million as of December 31, 2025. Any new event of default by the Argentine government could adversely affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations. The Argentine banking system may be subject to instability which may affect our operations. Although the financial system’s deposits continue to grow in nominal terms, they are mostly short-term deposits and the sources of medium and long-term funding for financial institutions are currently limited. In 2025, nominal private sector deposits in Argentine pesos expanded by approximately 41.3% in real terms year-over-year. During the same period, private sector deposits in foreign currency increased by around 17.6%. In addition, loans to the private sector in foreign currency grew by roughly 71.7% in 2025 (in currency of origin). Financial institutions are particularly subject to significant regulation from multiple regulatory authorities, all of which may, among other things, establish limits on commissions and impose sanctions on financial institutions. The lack of a stable regulatory framework, or changes to such regulatory framework by the Argentine government, could impose significant limitations on the activities of financial institutions and could induce uncertainty with respect to the financial system stability. The persistence of the current economic crisis or the instability of one or more of the larger banks, public or private, could have a material adverse effect on the prospects for economic growth and political stability in Argentina, resulting in a loss of consumer confidence, lower disposable income and fewer financing alternatives for consumers. These conditions would have a material adverse effect on us by resulting in lower usage of our services, lower sales of devices and the possibility of a higher level of uncollectible accounts or an increase in the credit risk of the counterparties regarding the Company investments in local financial institutions. In addition, exchange controls and restrictions on transfers abroad and capital inflows limit the availability of international credit. We are subject to Argentine and international anti-corruption, anti-bribery and Anti-Money Laundering Laws and may be subject to compliance with economic and trade sanctions programs. Our failure to comply with these laws and programs could result in penalties, which could harm our reputation and have an adverse effect on our business, financial condition and results of operations. The United States Foreign Corrupt Practices Act of 1977 (“FCPA”), the Organization for Economic Co-Operation and Development Anti-Bribery Convention, the Argentine Corporate Criminal Liability Law (Ley de Responsabilidad Penal Empresaria), and other applicable anti-corruption laws prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls. In particular, the Argentine Corporate Criminal Liability Law provides for the criminal liability for corporate entities for criminal offences against public administration and transnational bribery committed by, among others, its attorneys-in-fact, directors, officers, employees, or representatives. Relatedly, we may be subject to compliance with economic and trade sanctions programs, including certain of which that are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions or dealings with certain territories, governments, organizations, and individuals. Although these programs differ from one sanction regime to another, to be subject to sanctions compliance requirements, such activities generally need to occur within the jurisdiction of the sanctioning authority. Failure to comply with any anti-corruption, anti-bribery or Anti-Money Laundering Laws or economic and trade sanctions programs could subject us to legal and reputational consequences, including civil and criminal penalties. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 24 Table of Contents It may be possible that, in the future, there may emerge in the press allegations of instances of misbehavior on the part of former agents, current or former employees or others acting on our behalf or on the part of public officials or other third parties doing or considering business with us. We will endeavor to monitor such press reports and investigate matters that we believe warrant an investigation in keeping with the requirements of compliance programs and, if necessary, make disclosure and notify the relevant authorities. However, any adverse publicity that such allegations attract may have a negative impact on our reputation and lead to increased regulatory scrutiny of our business practices. Our subsidiary Micro Sistemas is subject to Argentine Anti-Money Laundering Laws and administrative regulations that conform, in particular, to the international standards established by the Financial Action Task Force (FATF-GAFI) (the “Anti-Money Laundering Laws”) that prohibit, among other things, their involvement in receiving and/or transferring the proceeds of criminal activities and impose obligations to identify the users and beneficial ownership and request certain information and documentation that, in certain circumstances, must be shared with regulators or government institutions. In Paraguay, our subsidiary Personal Envíos is subject to laws that prevent and repress illegal acts intended to legitimize money or assets, and to resolutions that regulate the Prevention of Money Laundering and Financing of Terrorism directed at Electronic Payment Media Companies authorized by the Central Bank of Paraguay. See “Item 4—Information on the Company— Regulatory Authorities and Framework.” Failure to comply with Anti-Money Laundering Laws could result in significant administrative and/or criminal sanctions as provided in such regulations. On February 10, 2025, President Trump issued an executive order pausing FCPA enforcement for 180 days and directing the Department of Justice (“DOJ”) to revise its enforcement guidelines to prioritize U.S. economic and security interests. This pause ended on June 9, 2025, with the DOJ’s issuance of new enforcement guidelines. In addition to risks generated by uncertainty regarding how these guidelines will be implemented, we may face an increased risk of stricter FCPA enforcement if the new guidelines result in more scrutiny toward non-U.S. companies such as Telecom Argentina. We believe that our past and current activities comply with applicable anti-corruption, anti-bribery and Anti-Money Laundering Laws and economic and trade sanctions programs. However, such laws and programs are complex and subject to significant discretion by the relevant authorities. As a result, we cannot provide any guarantees that our activities will not be challenged in the future, which could have a material adverse effect on our results of operations. If we or individuals or entities that are or were related to us are found to be liable for violations of applicable anti-corruption, anti-bribery or Anti-Money Laundering Laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others) or economic and trade sanctions programs, we or other individuals or entities could face civil and criminal penalties or other sanctions, which in turn could have a material adverse impact on our reputation, business, financial condition and results of operations. We maintain limited commercial relationships with telecommunications carriers in countries designated by the U.S. Department of State as state sponsors of terrorism, which could expose us to reputational, regulatory, or sanctions-related risks We maintain roaming agreements with telecommunications carriers in certain countries designated by the U.S. Department of State as state sponsors of terrorism, including Cuba and Syria, primarily through our operations in Argentina and our subsidiary Núcleo in Paraguay. We also route international traffic to and from these designated countries through third-party international carriers. While we do not maintain direct commercial relationships with carriers in North Korea, and certain agreements generate minimal or no billable traffic, our involvement in telecommunications services that directly or indirectly relate to designated countries could expose us to U.S. economic sanctions, export control restrictions, or other regulatory measures. Such exposure could result in reputational harm, limitations on our ability to access U.S. capital markets or conduct business with U.S. entities, regulatory penalties, or restrictions on our operations, any of which could adversely affect our business, financial condition, and results of operations. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 25 Table of Contents There can be no assurances regarding the consequences of the post-closing review of Argentine regulatory authorities in connection with the Acquisition. On February 24, 2025, we completed the acquisition of TMA for a purchase price of US$1,245 million (P$1,660,045 million in current currency as of December 31, 2025), pursuant to which we (i) assumed a debt owed to TMA in the amount of US$126 million (P$167,887 million in current currency as of December 31, 2025) and (ii) paid in cash US$1,119 million (P$1,492,158 million in current currency as of December 31, 2025) using funds obtained from the Existing Loans. The Acquisition is subject to a post-closing evaluation by ENACOM and the ANC (formerly the CNDC as detailed below). Telecom Argentina is seeking ENACOM’s approval for the change of control in TMA resulting from the Acquisition. In addition, the Secretary of Industry and Commerce (or its successor under Law No. 27,442), must decide whether it authorizes the economic concentration resulting from the Acquisition. As part of the relevant antitrust procedures, the ANC must render its opinion on the requested authorization. All approvals must comply with applicable regulatory and antitrust requirements and include an analysis of market concentration levels in Telecom’s operating sectors. On March 21, 2025, Telecom Argentina was notified of the resolution of the Secretary of Industry and Commerce requiring Telecom Argentina, as a provisional measure in accordance with Article 44 of Law No. 27,442 (the “March 2025 Resolution”), to refrain from carrying out any type of legal, corporate and/or commercial act that directly or indirectly relates to the integration or consolidation of TMA’s businesses with Telecom Argentina for a period of six months or until the Secretary of Industry and Commerce issues a decision regarding the Acquisition, including (i) any initiative that integrates TMA’s equipment with that of Telecom Argentina, and (ii) any exchange of competitively sensitive information with TMA, such as prices and pricing strategies, costs and margins, business plans and commercial strategies and information on customers and suppliers, investment plans, among others. Such resolution further provided that Telecom Argentina must respect the agreements regarding the reciprocal use of infrastructure previously entered into between Telecom Argentina and TMA. As of the date of this Annual Report, TMA operates as an independent business under a separate business segment from Personal, and the members of the Board of Directors and the management of Telecom Argentina and TMA are independent of each other. On April 6, 2025, Telecom Argentina filed an appeal against the aforementioned resolution. Telecom Argentina has also appealed the note from the Secretary of Industry and Commerce to the CNDC dated March 27, 2025 appointing a monitoring agent for Telecom Argentina and TMA, in order to oversee compliance with the measures approved by the resolution of the Secretary of Industry and Commerce referred to above. On June 5, 2025, Telecom Argentina was notified of the decision of the Chamber III of the Federal Court of Appeals on Civil and Commercial Matters which resolved to grant the Telecom Argentina’s appeal, thereby suspending the effects of the Resolution and the note respectively issued by the Secretary of Industry and Commerce on March 21 and March 27, 2025, and further ordering the Secretary of Industry and Commerce to refrain from taking any measure contrary to such suspension. In addition, on June 19, 2025, Telecom Argentina was notified of a resolution of the Secretary of Industry and Commerce that included (i) a statement of objection to the transaction; (ii) a request for Telecom Argentina to present its arguments against the objections within 15 days, and (iii) a call for a special hearing to consider the measures proposed by Telecom Argentina to overcome these objections. Telecom Argentina submitted its arguments on August 5, 2025, and hearings were held on September 19, 2025, and October 6, 2025. The CNDC resolved to adjourn the proceedings pending its assessment of the observations submitted by Telecom Argentina and additional information requested from third parties that remains to be submitted. On August 5, 2025, Telecom Argentina timely submitted its response to the preliminary objection report issued by the CNDC. Together with that submission, and without this being construed as an acknowledgment that the transaction raises an antitrust concern, Telecom Argentina expressed its willingness, as a procedural safeguard contemplated under Law No. 27,442, to consider potential commitments to address the provisional concerns outlined in the objection report, should the authorities deem it necessary. Telecom Argentina believes that any such potential commitments, if required, would be limited, proportionate, and would not have a material adverse effect on the Company’s business, financial condition, or ability to meet its financial obligations. On November 17, 2025, pursuant to Decree No. 810/2025, the Argentine Government established the Argentine National Competition Authority (“ANC”), a decentralized and autonomous entity that replaced the CNDC. The ANC became formally operational upon the appointment of its authorities in accordance with Law No. 27,442, which establishes its role as the entity responsible for protecting and promoting competition and safeguarding the general economic interest. As a result, the regulatory review related to the Acquisition is conducted under the supervision of the ANC. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 26 Table of Contents On December 23, 2025, Chamber III of the Federal Court of Appeals on Civil and Commercial Matters declared it unnecessary to rule on the appeal filed by Telecom Argentina against Resolution No. 63/2025 issued by the Secretary of Industry and Commerce, given that at the time the judgment was rendered, the precautionary measure had already expired. In this regard, the Chamber expressly noted that the case record did not demonstrate the existence of an extension of the precautionary measure and therefore concluded that no current case or controversy remained to warrant consideration of the claim. The Argentine Government filed a Federal Extraordinary Appeal against this resolution, which has been notified to Telecom Argentina on February 23, 2026. Telecom Argentina has duly responded within the established timeframe, requesting that the appeal be dismissed as inadmissible. Likewise, on that same date, a new hearing was held within the framework of the procedure established in Article 14 of Law No. 27,442 before the ANC, which constituted a continuation of the previously mentioned hearings. With the holding of this hearing, the hearing stage provided for in the procedure was deemed concluded, leaving the case under review by the ANC for the issuance of the corresponding resolution within the framework of the operation’s review process. There can be no assurance as to the outcome of such appeal process or the consequences of the post-closing evaluation of the Acquisition by regulatory and antitrust authorities. If the injunction referenced above is overturned and/or the above-mentioned regulatory measures are extended, or if regulatory or antitrust authorities impose conditions or require divestitures (which may include the divestiture of our interest in all or certain assets of TMA, including, among others, the spectrum assets), it could have a material adverse effect on our business strategy, financial condition, and future growth. Such conditions or requirements could also result in breaches of covenants under the Existing Loans, which, in turn, could trigger an event of default under such loans. Any potential divestitures at a lower-than-expected-price could have an adverse effect on our results or financial condition. Additionally, complying with potential regulatory or antitrust requirements imposed by the relevant authorities, such as asset divestitures or restrictions on legal, corporate and/or commercial activities related to the integration or consolidation of TMA’s businesses with Telecom Argentina’s, could delay the realization of anticipated benefits from the Acquisition and increase associated costs. For more information on the recent acquisition of TMA, see “Item 4—Information on the Company— Recent Developments—Acquisition of TMA.” Risks Relating to Telecom and its Operations We may become subject to burdensome regulations, ordinances and laws affecting the services we offer which could adversely affect our operations. Activities in the fixed and mobile telephony, cable television and internet businesses are subject to risks associated with the adoption and implementation of laws and governmental regulations that reflect changing governmental policies over time. The Argentine government has historically exercised significant influence over the economy, and telecommunications companies have operated in a highly regulated environment. In the past, the Argentine government promulgated numerous, far-reaching regulations affecting the economy and telecommunications companies. In addition, local municipalities in the regions where we operate have also introduced regulations and proposed various taxes and fees for the installation of infrastructure, equipment and expansion of fixed line and mobile networks. For example, municipalities usually restrict areas where antennas may be deployed, negatively impacting our mobile service coverage, which in turn affects the quality of our services. Municipal and provincial tax authorities have also brought an increasing number of claims against us, which we are replying. If changes to existing laws and regulations lead to negative consequences for the Company, our business, financial condition, results of operations and cash flows may be adversely affected. After the deregulation of Argentina’s telecommunications and media industries, the Broadcasting Law, No. 26,522, the LAD and their implementing regulations have been amended on several occasions, modifying requirements to hold or transfer broadcasting licenses. Although the current administration generally favors deregulation and limited state intervention in the private sector, we cannot guarantee that we will not be subject to further regulations in the future. Such regulations could necessitate adjustments to our subscription service prices, potentially having a materially adverse impact on our revenues. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 27 Table of Contents Moreover, in certain municipalities, regulations have been adopted requiring us to upgrade and/or modify our cable television systems. We will seek to continue to upgrade our existing cable systems, including any network upgrades or modifications required by regulatory or local authorities if we have sufficient cash flow and financing is available at commercially attractive rates. Although currently applicable local ordinances provide that certain penalties may be imposed, including the suspension of the right to use the air space, municipalities have generally not imposed penalties on non-compliant cable systems operators. As of the date of this Annual Report, no fines have been imposed on us in relation to this matter. The laws related to the commitments to maintain certain coverage and quality of services require and may require significant capital expenditure from Telecom for both Personal and TMA networks. Additionally, many municipal governments have issued regulations that, in our view, exceed their authority, which frequently limit, hinder or restrict the installation of the infrastructure required to comply with such commitments. Therefore, such legislation negatively impacts on the obligations that we and our competitors assumed. In relation to Fintech Services, we are subject to BCRA regulation for all services provided by Personal Pay. Any failure to comply with current regulations could generate regulatory exposures that entail sanctions and reputational exposures for the business. We may also be subject to additional and unexpected governmental regulations in the future. For more information on the regulatory framework, see “Item 4—Information on the Company—Regulatory Authorities and Framework.” We operate in a highly competitive environment that could materially erode our market position. The telecommunications industry is currently undergoing a paradigm shift, driven by the entry of global competitors into local markets and the progressive dismantling of traditional geographic barriers. Connectivity is no longer constrained by the physical infrastructure deployed within a given country. It can now be delivered from space through low-earth orbit (LEO) satellite constellations or through digital platforms operating without a local physical footprint. This shift has fundamentally reshaped the competitive landscape, enabling global technology companies to compete directly with traditional telecommunications operators across multiple markets, including internet access, entertainment distribution, and enterprise services. The increasing availability of satellite-based internet services, the expansion of OTT entertainment platforms operating without a local presence, and the consolidation of hyperscale technology providers in the enterprise solutions market are eroding the historical advantages of scale, coverage and infrastructure traditionally enjoyed by incumbent operators. Fintech Services are also becoming increasingly competitive with the growth of several fintechs established in Argentina. In addition, new competitors are in process to require local Bank licenses. With respect to our digital wallet, Personal Pay competes with existing digital and offline payment methods, including banks and other providers of traditional payment methods that serve both merchants and individuals. We also compete in the rapidly evolving fintech space with local and strong global players that offer digital financial services such as access to credit, virtual and physical cards, insurance, savings accounts and asset management. Technological innovation relating to fixed and mobile telephony, cable television, internet transmission and Fintech Services increases the level of competition that we face and requires us to make frequent investments to develop new and innovative programming services and products to attract and retain fixed and mobile telephony, cable television, internet and Fintech Services customers. We cannot assure you that we will be able to make the investments necessary to remain competitive, or that we will be able to attract new and retain our current customers. A substantial loss of customers to competitors would have a material adverse effect on our business and results of operations. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 28 Table of Contents The rapid adoption of OTT and satellite internet services is contributing to a significant decline in our traditional revenue streams and is challenging our legacy business model. In the entertainment market, the proliferation of new streaming platforms—such as Disney+, Max, Paramount+, Star+, and Amazon Prime Video, among others—has fundamentally transformed audiovisual consumption patterns. These platforms offer global content libraries, exclusive original content, and highly personalized user experiences. In addition, high-profile sporting events—such as the Club World Cup, broadcast exclusively by digital platforms without the intermediation of traditional operators (DAZN)—have underscored the emergence of a new direct-to-consumer distribution model that challenges the historical role of operators as content aggregators. Although our Flow platform has evolved to integrate both linear and on-demand content and has incorporated advanced digital features, the risk remains: if we fail to maintain a differentiated and compelling value proposition, we may lose competitive momentum vis-à-vis these global platforms, adversely affecting our ability to retain and acquire subscribers. In the mobile market, competition has intensified due to heightened consumer price sensitivity, the ease of switching providers through number portability, and the proliferation of usage models based on public Wi-Fi networks and OTT applications that substitute traditional voice and messaging services. This dynamic is particularly pronounced in the prepaid line of business, where users tend to use multiple SIM cards or prioritize mobile data usage to access digital services provided by third parties. This landscape is further compounded by an emerging risk: the development of Direct-to-Cell (D2C) satellite connectivity solutions, which enable mobile devices to connect directly to satellite constellations without the need for intermediary terrestrial infrastructure. This technology, driven by global players with large-scale deployment capabilities, could materially alter competitive conditions in the mobile market, particularly in rural or low-density areas where traditional networks face higher coverage costs. Although widespread adoption remains subject to technical, regulatory, and commercial factors, the advancement of the D2C model represents a potential threat to established mobile operators by introducing an alternative connectivity solution that bypasses local network infrastructure and could capture a meaningful share of demand in certain market lines of business. In the internet access market, the emergence of low-Earth orbit (LEO) satellite service providers has introduced a structural shift in competitive dynamics. Because these technologies do not rely on terrestrial network infrastructure, they enable immediate nationwide coverage and unprecedented scalability, positioning them as a viable alternative to traditional fixed-line networks. For example, Starlink has experienced rapid growth since its commercial launch in Argentina, reaching a meaningful subscriber base in less than one year and demonstrating strong demand for connectivity solutions that are independent of local infrastructure. This landscape is further shaped by the anticipated entry of additional global operators, such as Amazon’s Project Kuiper and OneWeb, which have already obtained regulatory authorizations to operate in the country and have announced ambitious deployment plans supported by strategic partnerships and advanced technological capabilities. This new generation of competitors—characterized by highly efficient business models and immediate coverage—poses a direct challenge to incumbent operators by lowering barriers to entry and increasing pressure on pricing, service quality, and innovation speed. If we fail to sustain an adequate level of investment to preserve the competitiveness of our network, we could experience a loss of market share in this key line of business. In addition, the growing demand for symmetric connectivity, low latency, and continuous availability requires the ongoing evolution of our fixed and transport network infrastructure, which entails sustained efforts in terms of investment, operational efficiency, and technological adaptability. This competitive landscape is further intensified by the expansion of fixed wireless access (FWA) services offered by mobile operators, which compete for the same residential and enterprise customer base, thereby increasing competitive pressure in the internet market. In the enterprise solutions market, the technology industry is also undergoing a profound transformation. Traditional point-to-point connectivity architectures are increasingly being displaced by software-defined networking solutions, including SD-WAN, offered directly by global hardware manufacturers and cloud platform providers. These participants—including the leading hyperscalers—have begun offering virtualized connectivity, cybersecurity, data storage and processing services, vertically integrating the value chain and competing directly with traditional operators in the B2B line of business. In this new environment, customer value no longer resides solely in connectivity, but rather in the ability to deliver customized, integrated and scalable digital solutions. The risk to our Company lies in our potential inability to adapt our value proposition with sufficient agility, which could result in a loss of relevance relative to competitors with greater innovation capacity, faster deployment speed, and a broader global footprint. Taken together, the entry of non-traditional competitors, the ongoing technological disruption, and the increasing sophistication of demand are creating unprecedented competitive pressure. Absent an effective strategic response—grounded in innovation, operational efficiency, and strategic partnerships—we could face a progressive erosion of our customer base and a material decline in revenues and operating results. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 29 Table of Contents Technological advances and replacement of our equipment may require us to make significant expenditures to maintain and improve the competitiveness of the services we offer. Our industry is subject to significant changes in technology and the introduction of new products and services. We cannot predict the effect of technological changes on our business. New services and technological advances related to the telecommunications, cable television, internet, digital solutions and Fintech Services industries are likely to offer additional opportunities to compete against us on the basis of cost, quality or functionality. It may not be practicable or cost-effective for us to replace or upgrade our installed technologies in response to our competitors’ actions. Responding to such change may require us to devote substantial capital to the development, procurement or implementation of new technologies, and may depend on the final cost in local currency of imported technology and our ability to obtain additional financing. No assurance can be given that we will have the funds to make the capital expenditures to improve our systems, compete with others in the market or replace equipment used in connection with our businesses. Moreover, internet, cable television, mobile telephony, corporate data and IoT services are characterized by rapidly changing technology, evolving industry standards, changes in customer preferences and the frequent introduction of new services and products. To remain competitive, we must invest in networks, constantly upgrade our access technology and software for the internet service market, improve the commercial offers and the user experience and continue to enhance our mobile networks by expanding our network. There can be no guarantees that our attempts to innovate and diversify our business will be successful. Future technological developments may result in decreased customer demand for certain of our services or even render them obsolete. In addition, as new technologies develop, equipment may need to be replaced or upgraded or network facilities (in particular, mobile and internet network facilities) may need to be rebuilt in whole or in part, at substantial cost, to remain competitive. These enhancements and the implementation of new technologies will continue requiring increased capital expenditures. The intellectual property used by us, our suppliers or service providers may infringe on intellectual property rights owned by others. Some of our products and services use intellectual property that we own or license from others. We also provide content we receive from content producers and distributors, such as video games, video, including TV programs and movies, and we outsource services to service providers, including billing and customer care functions, which incorporate or utilize intellectual property. We and some of our suppliers, content distributors and service providers may receive in the future, assertions and claims from third parties that the content, products or software utilized by us or our suppliers, content producers and distributors and service providers infringe on the patents or other intellectual property rights of these third parties. These claims could require us or an infringing supplier, content distributor or service provider to cease engaging in certain activities, including selling, offering and providing the relevant products and services. Such claims and assertions also could subject us to costly litigation and significant liabilities for damages or royalty payments or require us to cease certain activities or prevent us from selling certain products or services. Our revenues may be adversely affected by an increase in churn rates, with respect to mobile telephony, cable television, internet services, corporate data services and IoT, or reductions in fixed telephony lines in service, with respect to fixed telephony services. Our revenues depend significantly on our ability to retain customers by limiting churn rates, with respect to mobile telephony, cable television, internet services, data services and IoT, or net reductions in fixed telephony lines in service, with respect to fixed telephony services. Any substantial increase in churn rates, with respect to mobile telephony, cable television and internet services, or reductions in lines in service, with respect to fixed telephony services, may have a material adverse effect on our revenues and results of operations. For further information about churn rates see “Item 4—Information on the Company—Management of Churn” and “Item 5—Operating and Financial Review and Prospects—Consolidated Results of Operations—(A.1) 2025 Compared to 2024.” Actual or perceived health risks or other problems relating to mobile handsets or transmission masts could lead to litigation or decreased mobile communications usage. The effects of, and any damage caused by, exposure to an electromagnetic field were and are the subject of careful evaluations by the international scientific community, but until now there is no scientific evidence of harmful effects on health. We cannot rule out that exposure to electromagnetic fields or other emissions originating from wireless handsets will not be identified as a health risk in the future. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 30 Table of Contents Telecom complies with the international security standards established by the World Health Organization and Argentine regulations -which are similar and mandatory for all Argentine mobile operators. Our mobile business may be harmed as a result of any future alleged health risk. For example, the perception of these health risks could result in a lower number of customers, reduced usage per customer or potential consumer liability, all of which could have a material adverse effect on our financial condition and results of operations. Our operations and financial condition could be affected by future union negotiations, Argentine labor regulations and governmental measures requiring private companies to increase salaries or otherwise provide workers with additional benefits. In Argentina, labor organizations have substantial support and considerable political influence. In recent years, the demands of our labor organizations have increased, mainly because of the increase in the cost of living, which was affected by increased inflation, higher tax pressure over salaries and the consequent decline in the population’s purchasing power. In addition, in the absence of a union agreement concerning convergent services, if we are unable to reach an agreement with the unions on work conditions, or in case of a lack of recognition among union associations, we may be adversely affected by individual labor claims, class actions, higher union contributions expenses, impacts to our operations, impairment of services due to inefficient processes, union conflicts, direct action measures and social impacts which may also affect the quality and continuity of our services to our customers and our reputation. Certain labor and telecommunications unions have initiated claims against the Company alleging non-compliance with certain conditions provided for in the collective bargaining agreements that could allow them to negotiate the inclusion of some suppliers’ employees in their collective bargaining agreements. See Note 20 to our Consolidated Financial Statements. If labor organization claims continue or are sustained, this could result in increased costs, greater conflict in the negotiation process and strikes (including general strikes and strikes by the Company’s employees and the contractors and subcontractors’ employees) that may adversely affect our operations. See “Item 6—Directors, Senior Management and Employees—Employees and Labor Relations.” Chapter 4 of the Decree of Necessity and Urgency No. 70/2023 substantially amended certain labor laws. Mainly, it eases the conditions for hiring and registering personnel, limits the fines and interest rates that can be claimed in court, and declares telecommunications services, as well as sanitary, production, transportation, distribution, and commercialization services related to water, gas, and electricity supply, aviation services, customs and migration services, and childcare and education services, as essential services. In addition, it declared that services such as radio and television, as well as financial services, among others, shall be deemed of paramount importance. The General Confederation of Labor (CGT), along with other trade unions, requested that these provisions in Chapter 4 be declared unconstitutional, and obtained an injunction that ordered the suspension of its application. On January 30, 2024, the National Court of Appeals on Labor Matters issued a ruling declaring the unconstitutionality of these provisions. As of date of this Annual Report, the Supreme Court of Argentina has not yet issued a final ruling. While the Ley de Bases (which incorporated several of the main amendments proposed by DNU No. 70/2023 to the Labor Contract Law) is intended to increase legal certainty for Argentine employers, we can provide no assurances that such a result will be achieved or that the law will not change again in the future. For more information on the Ley de Bases, see “—Economic and political reforms in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry.” We are or may be involved in legal and regulatory proceedings that could result in unfavorable decisions and financial penalties for us. We are party to a number of legal and regulatory proceedings, some of which have been pending for several years. We cannot be certain that these claims will be resolved in our favor. Responding to the demands of litigation claims and responding to, or initiating proceedings against, regulatory bodies may divert management’s time attention and financial resources. Further, customers and consumers’ trade unions have in the past initiated different claims against us regarding alleged improperly billed charges. Although we have taken certain actions to reduce risks in connection with these claims, we cannot assure that new claims will not be filed against us in the future. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 31 Table of Contents The Company has been subject to technical sanctions from regulatory bodies, mainly related to the delay in repairing defective lines, installing new lines and/or service failures. Although sanctions are appealed in the administrative stage, if the appeals are not resolved in our favor in administrative or judicial stage or if they are resolved for amounts larger than those recorded, these proceedings could have an adverse effect on our financial condition, results of our operations and cash flows. We may also be involved in proceedings related to other authorities that have jurisdiction over different aspects of our operations, including, but not limited to, antitrust authorities, the CNV, the public registry of commerce and tax authorities. As of December 31, 2025, we recorded provisions that we estimate are sufficient to cover contingencies considered probable. However, we may face increased risk of employment, commercial, regulatory, tax, consumer trade union and customers’ proceedings, among others. If this occurs, we cannot guarantee that those proceedings will not have an adverse effect on our results of operations and financial condition. See Note 20 to our Consolidated Financial Statements. A cyberattack could adversely affect our business, financial condition, results of operations and cash flow. Information about security risks has increased in recent years as a result of the proliferation of new and more sophisticated technologies and also due to cyberattack activities. As part of our ongoing development and initiatives, more equipment and systems have been connected to the internet. We also rely on digital technology, including information systems to process financial and operational information. Due to the nature of our business and the greater accessibility allowed through the internet connection, we could face an increased risk of cyberattacks. In the event of a cyberattack, we could experience an interruption of our commercial operations, material damage and loss of information; a substantial loss of income, suffering response costs and other economic losses; and it could subject us to more regulation and litigation, affecting our reputation. As a result, a cyberattack could adversely affect our business, results of operations and financial condition and cash flow. In addition, during 2025, we have continued with a hybrid work mode for our employees. This working methodology and the exponential growth of the digital collection channels requires the implementation of several measures in order to grant security in both virtual and on premises operations, which were all implemented successfully. Although Telecom has adopted all required measures to ensure the proper functioning of its operating systems, as well as to ensure our customers’ information, no assurance can be given that we will not be subject to any cyberattacks that could adversely affect our business, result of operations, financial condition and cash flow. As of the date of this Annual Report, our insurance policies do not cover damages caused by cyberattacks and other similar events. For more information about Cybersecurity Risk Management, Strategy and Governance, see “Item 16K—Cybersecurity.” Furthermore, our Fintech Services involve the collection, storage, processing and transmission of customers’ personal data, including financial information. Due to the digital nature of our payment services, third parties may engage in abusive schemes or fraud attacks that are often difficult to detect and may reach a scale that would not otherwise be possible in physical transactions. Fraud schemes and misuse of our payment services could expose us to significant costs and liabilities, require us to change our business practices, result in a loss of customer confidence in, or reduced use of, our products and services, damage our reputation and brands, and divert management’s attention from operating our business. Additionally, as a result of the adoption of new technologies such as Gen AI, the Company could be subject to threats that are increasingly difficult to detect and prevent, considering the development of new attack vectors as well as the improvement of existing ones. The adoption of AI could increase the threat of undetectable attack vectors, which may expose us to cybersecurity vulnerabilities and, in turn, affect our business. For more information regarding risks related to AI, see “—Artificial intelligence presents risks that could adversely affect our business, results of operations and financial condition.” ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 32 Table of Contents Artificial intelligence presents risks that could adversely affect our business, results of operations and financial condition. We increasingly rely on AI technologies, including Gen AI and automated decision-support tools, across several areas of our operations to, among other things, enhance our features for new and existing products, and create greater operation efficiencies. AI systems may produce inaccurate, biased or harmful outputs, release confidential information, infringe on intellectual property rights or result in failures in automated processes, that could adversely affect customer interactions, service quality, or internal decision-making. Misuse or overreliance on AI tools by employees may lead to unintended operational or compliance issues. As we expand the use of AI and rely on third-party AI platforms, we are exposed to the possibility that AI providers may not comply with current or rapidly changing regulatory and industry standards, particularly regarding privacy and data protection resulting in operational disruptions, the loss of intellectual property, exposure of confidential or proprietary information, security breaches, and diminished service quality. The regulatory landscape governing AI is rapidly evolving, and new laws and regulations may introduce compliance challenges, increase our costs or subject us to government enforcement actions or civil litigation. While, as of the date hereof, we have not identified any security breaches or other AI-related challenges, any of these risks, individually or combined, could lead to reputational damage, financial impacts, operational disruptions or legal liability, and could adversely affect our results of operations and financial condition. The impacts of climate change could pose risks of damage to our infrastructure and cause disruptions in our operations, which may affect our financial results. Extreme weather events caused by climate change may damage our infrastructure, disrupt our ability to build and maintain parts of our networks, affect our suppliers in providing the necessary products and services to ensure the quality and coverage of our networks, or require us to incur costs to enhance the climate resilience of our infrastructures. Any of these situations could delay our network deployment plans, disrupt service to our customers, increase our costs, and negatively impact on our operational results. Although we do not currently consider the potential losses or costs associated with the physical effects of climate change to be significant, it remains difficult to accurately and precisely forecast future impacts due to the dynamic nature of climate change and its effects on the environment and we cannot guarantee that such losses or costs will not become significant in the future. Stakeholders’ evolving expectations regarding our ESG practices may impose additional costs or expose us to new risks. Customers, regulators, investors, and other stakeholders are increasingly focused on the ESG practices of companies across all sectors. Concerns about these issues may lead to new or heightened legal and/or regulatory requirements. The market shows great interest in constantly evolving ESG trends. We work proactively to respond to ESG requirements and understand the expectations of our stakeholders. However, our corporate reputation could be damaged if we fail to adapt or meet these changing expectations, or if we do not respond adequately to growing concern about ESG issues, regardless of whether or not there is a legal obligation to do so. Operational risks could adversely affect our reputation and our profitability. Telecom faces significant digital security risks and challenges, operating in an environment attractive to cybercriminals, due to the high volume of data and transactions. This necessitates robust prevention, detection, and control measures to mitigate the risks of internal and external fraud, including the loss or misuse of confidential information. Telecom also prioritizes physical security across all Company sites, as well as of its employees. To this end, we are tasked with implementing measures to protect employee health and safety, including preventing illnesses, accidents and other life-threatening hazards. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 33 Table of Contents Additionally, our infrastructure is geographically dispersed, with both internal and external equipment. Consequently, it is exposed to risks of vandalism, fires, electrical discharges, and physical hazards arising from extreme weather events, such as high temperatures, heatwaves, severe storms and floods. These risks can result in physical injuries to people, damage to assets, material damage to property and building and service interruptions. The evolution of technology challenges us to maintain continuous updating and review of key redundancies to ensure the availability of the service we provide to society. Ensuring the availability of our services drives the constant review of vulnerabilities and design of contingency al long – term mitigation actions. Simultaneously, while we update key systems, unforeseen delays or problems may occur that could involve reviewing end-to-end processes, designing controls, and monitoring indicators to minimize the impact on operations and customer experience. In addition, we manage tax, legal, regulatory, compliance, competition, process, labor, and economic-financial risks. Telecom’s suppliers are contractually obligated to comply with all applicable laws and regulations, including those related to tax, labor, social security, anti-corruption, money laundering, health and safety, and environmental standards. They are also required to adhere to Telecom’s Code of Ethics and Conduct for Third Parties and ensure their employees and subcontractors do the same. Despite our efforts to monitor supplier compliance, we cannot guarantee that all regulations will be fully adhered to, which could expose Telecom to labor and commercial contingencies. Telecom has risk management practices at the highest levels including a Risk Management Committee designed to detect, manage and monitor the evolution of risks. However, the Company can give no assurances that these measures will be successful in effectively mitigating the operational risks we face, and such failures could have a material adverse effect on its results of operations and could damage our reputation. Any failure by a strategic supplier to comply with its legal and contractual obligations could adversely affect our operations and any action or restriction by a foreign government against a strategic supplier could adversely affect our reputation. We rely on strategic suppliers of equipment and materials to provide us with equipment and materials that we need in order to expand and to operate our business. As a result, we are exposed to risks associated with these suppliers, including restrictions of production capacity for equipment and materials, availability of equipment and materials, delays in delivery of equipment, materials or services, and price increases. If these suppliers fail to provide equipment, materials or services to us on a timely basis or otherwise in compliance with the terms of our contracts with these suppliers, we could experience disruptions or declines in the quality of our services, which could have an adverse effect on our revenues and results of operations. Telecom’s suppliers of goods and services are contractually obliged to comply with applicable laws and regulations (including tax, labor, social security, anti-corruption, money laundering standards, etc.). Despite these legal safeguards, as well as monitoring efforts by Telecom, we cannot ensure that our suppliers will comply with all applicable standards. As a result, our financial condition and reputation could be adversely affected. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 34 Table of Contents In particular, trade tensions between the United States and major trading partners, particularly with China, continue to escalate following the introduction of a series of tariffs and export controls by the United States and its trading partners. The U.S. Government is urging other countries to avoid the operations of Chinese companies in their territories, citing concerns regarding potential use of the equipment for espionage. The U.S. Congress and certain regulatory agencies have raised concerns about American companies purchasing equipment and software from Chinese telecommunications companies, including concerns relating to alleged violations of intellectual property rights and potential national security risks. For example, on May 16, 2019, the U.S. government placed Huawei Technologies Co. Ltd (“Huawei”), one of our strategic suppliers in our mobile and fixed telephone networks, and its affiliates on the Entity List, which effectively banned U.S. companies from selling to the Chinese telecoms company without U.S. government’s approval. During 2024 and 2025, the U.S. government expanded export restrictions applicable to Huawei and other Chinese technology companies, including by tightening licensing policies, extending restrictions to certain affiliates and subsidiaries and issuing guidance relating to advanced semiconductors and the enforcement environment for companies that might use or trade such technologies internationally. We cannot predict whether additional restrictions targeting Huawei or other Chinese technology suppliers, including restrictions that would prevent us from acquiring supplies from Huawei or other Chinese technology suppliers in the future, will be adopted or predict the impact that such restrictions may have on our operations. Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies. Telecom has outstanding borrowings that contain several restrictive covenants that impose significant operating and financial restrictions on it and may limit Telecom’s ability to engage in acts that may be in its long-term best interests, representing 12.2% of total consolidated borrowings. These agreements governing its indebtedness include covenants restricting, among other things, Telecom’s ability to: ● incur or guarantee additional debt; ● enter into sale and leaseback transactions; ● create liens on its assets to secure debt; and ● merge or consolidate with another person or sell or otherwise dispose of all or substantially all of its assets. A breach of any covenant contained in the indentures governing Telecom’s notes or the agreements governing any of its other indebtedness could result in a default under those agreements. If any such default occurs, the holders of such indebtedness may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding amounts, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. If any of Telecom’s debt, including its notes, were to be accelerated, its assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration. For more information about compliance with covenants see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity—Compliance with Covenants.” We may be adversely affected by fluctuations in interest rates. We are exposed to the fluctuations of interest rates applicable to our indebtedness indexed to variable interest rates. See Note 27 to our Consolidated Financial Statements. We may also incur additional variable-rate debt in the future. Increases in interest rates on variable-rate debt would increase the Company’s interest expense, which would negatively affect our financial costs and cash flows. We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition, results of operations and cash flow. As of December 31, 2025, our total indebtedness, including accrued interest, was P$5,436,615 million, which represents a 43.6% increase compared to our total indebtedness, including accrued interest, as of December 31, 2024. 59.8% of our debt is scheduled to mature in the next three years, including 29.7% scheduled to mature in 2026. For more information, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Borrowings Developments during 2025.” ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 35 Table of Contents There is no assurance that we will be able to extend the maturity or otherwise refinance our outstanding indebtedness, or that we may be required to agree to refinancing terms that may be materially less favorable than the terms of our current loans and notes. Any amendment to or refinancing of our indebtedness could result in higher interest rates and may require us to comply with more burdensome restrictive covenants, which may have a material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. If we are unable to refinance our debt in favorable terms, we may be forced to reduce or delay capital expenditures or research and development expenditures, seek additional equity capital, restructure our debt, curtail or eliminate our cash dividend to stockholders, or sell assets. Non-payment of our obligations or any other default under any of our debt instruments could, in turn, result in a default and acceleration of our other outstanding debt obligations, which would have a further material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. See “—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends” and Notes 14 and 27 to our Consolidated Financial Statements. We may not obtain the benefits we expect from the acquisition of TMA in the anticipated timeframe. We have incurred in substantial amount of debt and have devoted significant resources toward the Acquisition, and we cannot assure that we will obtain the benefits we expect. Our failure to obtain these benefits may have an adverse effect on our financial condition and results of operations. The expected synergies and benefits from the Acquisition may not materialize as anticipated, or may take longer to achieve, due to difficulties in merging business operations and integrating technology platforms. Additionally, the financial burden of the Acquisition, including the US$1,170 million in debt financing, may impact our ability to make other strategic investments, increase our leverage, or affect our financial flexibility. If we fail to integrate the acquired business effectively, we may not achieve the expected cost savings, revenue growth, or competitive advantages, which could have a material adverse effect on our financial condition and results of operations. For more information on our financial position, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity.” For more information on the Acquisition, see Note 29 to our Consolidated Financial Statements Risks Relating to Telecom Argentina’s Shares and ADSs The New York Stock Exchange (“NYSE”) and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading and/or delist Telecom’s ADSs and Class B common shares, respectively, upon occurrence of certain events relating to Telecom’s financial situation. The NYSE and/or the BYMA may suspend and/or cancel the listing of Telecom’s ADSs and Class B common shares, respectively, in certain circumstances, including upon the occurrence of certain events relating to Telecom’s financial situation. For example, the NYSE may decide such suspension or cancellation if Telecom’s equity becomes negative. The NYSE may in its sole discretion determine on an individual basis the suitability for continued listing of an issuer in the light of all pertinent facts. Some of the factors mentioned in the NYSE Listed Company Manual, which may subject a company to suspension and delisting procedures, include: “unsatisfactory financial conditions and/or operating results,” “inability to meet current debt obligations or to adequately finance operations,” and “any other event or condition which may exist or occur that makes further dealings or listing of the securities on the NYSE inadvisable or unwarranted in the opinion of NYSE.” We cannot assure you that the NYSE and/or BYMA will not commence any suspension or delisting procedures in light of Telecom’s financial situation, including if Telecom’s equity becomes negative. A delisting or suspension of trading of Telecom’s ADSs or Class B common shares by the NYSE and/or BYMA, respectively, could adversely affect Telecom’s results of operations and financial conditions and cause the market value of Telecom’s ADSs and Class B common shares to decline. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 36 Table of Contents Under Argentine corporate law, shareholder rights may be fewer or less well defined than in other jurisdictions. Our corporate affairs are governed by our bylaws and by Argentine corporate law, which differ from the corporate regulatory framework that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, your rights under Argentine corporate law to protect shareholders’ interests relating to actions by our Board of Directors may be fewer and less well defined than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets may not be as highly regulated or supervised as the U.S. securities markets or markets in some of the other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our Shares and ADSs at a potential disadvantage. Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares and/or the ADSs. In 2013, 2017 and 2018, the Argentine legislature modified the Argentine income tax law in a way that impacted the income tax treatment of income derived from the sale, exchange or other disposition of shares and other equity interest (including ADSs), bonds and other securities of Argentine companies. Some of these modifications lead to potentially varying treatment depending on factors such as whether the transaction involved an Argentine non-resident and the source of income. For more information see “Item 10 Additional Information – Taxation.” Consequently, holders of our Class B Shares, including in the form of ADSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences of owning our Class B Shares or the ADSs. There can be no assurances regarding the impact of any future modifications to Argentine income tax law on the tax treatment of our Class B Shares and/or the ADSs. Our shareholders may be subject to liability under Argentine law for certain votes of their securities. Under Argentine law, a shareholder’s liability for losses of a company is limited to the value of his or her shareholdings in the company. However, shareholders who have a conflict of interest with us and who do not abstain from voting at the respective shareholders’ meeting may be liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to the law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders. The voting rights of investors with respect to the ADSs are limited by the terms of the deposit agreement. The depositary will be treated by us for all purposes as a shareholder with respect to the shares underlying ADSs. A holder of ADRs representing the shares being held by the depositary will not have direct shareholder rights and may exercise voting rights with respect to the Class B shares represented by the ADRs only in accordance with the deposit agreement relating to ADSs. While our direct shareholders will be able to exercise their voting rights either by attending the meeting in person or by proxy, ADR holders may only exercise their voting rights by either withdrawing the shares underlying their ADRs in time for the meeting or instructing the depositary (upon receipt of a notice of the meeting from the depositary) on how to vote the Class B shares represented by their ADRs. Due to these procedural steps involving the depositary, the process for exercising voting rights may take longer for ADR holders than for holders of Class B shares. If no such instructions are received, the depositary shall vote the Class B shares represented by ADSs in accordance with the recommendations Telecom Argentina’s Board of Directors made to all holders of shares, unless the depositary is prohibited from doing so by any applicable provision of Argentine law. The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value. The trading price of our Class B Shares is likely to be highly volatile and may be subject to wide fluctuations in response to factors, many of which are beyond our control. The market price of our ADSs decreased by approximately 8% in 2025, increased by approximately 79% in 2024 and increased by approximately 39% in 2023. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 37 Table of Contents The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our Class B Shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in the markets in which we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our Class B Shares and the ADSs, also affecting our estimates of recoverability of our long live assets. In particular, currency fluctuations could impact the value of an investment in Telecom Argentina. Although Telecom Argentina’s ADSs listed on the NYSE are U.S. dollar-denominated securities, they do not eliminate the currency risk associated with an investment in an Argentine company. Future sales of substantial amounts of Telecom Argentina Class B Shares and ADSs, or the perception that such future sales may occur, may depress the price of Telecom Argentina Class B Shares and ADSs. Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition. Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of the Class B Shares underlying the ADSs. On September 1, 2019, the Argentine government issued Executive Decree No. 609/19 (as amended) which, inter alia, reinstated certain foreign currency exchange restrictions, most of which had been progressively repealed as from 2015. Decree No. 609/19 was further regulated, amended and complemented by several regulations issued by the BCRA (included, but not limited to, Communication “A” 6844, as further amended, supplemented and restated). Since then, the Argentine government implemented monetary and foreign exchange control measures that included restrictions on the transfer of funds abroad, including dividends, without prior approval by the BCRA or fulfillment of certain requirements. In line with the restrictions that were in place in the past, the BCRA issued new regulations setting forth certain limitations on the flow of foreign currency into and from the Argentine foreign exchange market, aimed both at generating economic stability and supporting the country’s economic recovery. On April 30, 2020, the BCRA issued Communication “A” 7001 (as amended by Communication “A” 7030 and Communication “A” 7042 and as further amended and supplemented from time to time) setting forth certain limitations on the transfer of securities into and from Argentina. Pursuant to Communication “A” 7001 access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad (for any purpose) shall be subject to BCRA’s prior approval, if the individual or entity seeking access to the Argentine foreign exchange market has sold securities which settled in foreign currency or transferred any such securities to foreign depositaries during the immediately preceding 90 calendar days. Further, Communication “A” 7001 sets forth that the individual or entity must undertake not to perform any such sale or transfer during the succeeding 90 days after such access. In these cases, the Depositary for the ADSs may hold ADS holders’ Argentine Pesos and may cannot convert them into foreign currency. In addition, Communication “A” 7106 placed certain restrictions on foreign exchange transactions carried out by individuals, specifically with regards to payments with credit cards in foreign currency or with debit cards made abroad. Under Communication “A” 7106, it was also established that non-residents are not allowed to sell securities executed abroad in the local stock market in exchange for foreign currency. We cannot predict how the current restrictions on foreign transfers of funds may change after the date hereof and whether they may limit our ability to fulfill our commitments in general and, in particular, our obligations underlying the ADSs. In addition, any future adoption by the Argentine government of restrictions to the movement of capital out of Argentina may affect the ability of our foreign shareholders and holders of ADSs to obtain the full value of their Class B Shares and ADSs and may adversely affect the market value of the ADSs. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 38 Table of Contents Trading of Telecom Argentina’s Class B Shares in the Argentine securities markets is limited and could experience further illiquidity and price volatility. Argentine securities markets are substantially smaller, less liquid and more volatile than major securities markets in the U.S. In addition, Argentine securities markets may be materially affected by developments in other emerging markets, particularly other countries in Latin America. Our Class B Shares underlying ADSs are less actively traded than securities in more developed countries and, consequently, an ADS holder may have a limited ability to sell the Class B Shares underlying ADSs upon withdrawal from the ADSs facility in the amount and at the price and time that it may desire. This limited trading market may also increase the price volatility of the Class B Shares underlying the ADSs. Holders of ADSs may be adversely affected by currency devaluations and foreign exchange fluctuations. If the Peso exchange rate falls relative to the U.S. dollar, the value of the ADSs and any distributions made thereon from the depositary could be adversely affected. Cash distributions made in respect of the ADSs may be received by the depositary (represented by the custodian bank in Argentina) in Pesos, which will be converted into U.S. dollars and distributed by the depositary to the holders of the American Depositary Receipts (“ADRs”) evidencing those ADSs if in the judgment of the depositary such amounts may be converted on a reasonable basis into U.S. dollars and transferred to the United States on a reasonable basis, subject to such distribution being impermissible or impracticable with respect to certain ADR holders. In addition, the depositary will incur foreign currency conversion costs (to be borne by the holders of the ADRs) in connection with the foreign currency conversion and subsequent distribution of dividends or other payments with respect to the ADSs. The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder. Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States, and such investments are generally considered to be more speculative in nature. The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. The ten largest companies in terms of market capitalization represented approximately 68.11% of the aggregate market capitalization of the BYMA as of December 31, 2025. Accordingly, although shareholders are entitled to withdraw the Class B Shares underlying the ADSs from the depositary at any time, the ability to sell such shares on the BYMA at a price and time shareholders might want may be substantially limited. We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets. Trading in the Class B Shares underlying ADSs or ADSs in the United States and Argentina, respectively, will use different currencies (U.S. dollars on the NYSE and Pesos on the BYMA), and take place at different times (resulting from different trading platforms, different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of the Class B Shares underlying ADSs on these two markets may differ due to these and other factors. Any decrease in the price of the Class B Shares underlying ADSs on the BYMA could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy the Class B Shares underlying ADSs to take advantage of any price differences between the markets through a practice referred to as “arbitrage.” Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying Class B Shares for trading on the other market without effecting necessary procedures with the depositary. This could result in time delays and additional costs for holders of ADSs. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 39 Table of Contents As a foreign private issuer, we will not be subject to U.S. proxy rules and will be exempt from filing certain reports under the Securities Exchange Act of 1934. As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act of 1934 (the “Exchange Act”) related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as domestic companies whose securities are registered under the Exchange Act, and we are generally exempt from filing quarterly reports with the SEC under the Exchange Act. In addition, we would lose our foreign private issuer status if a majority of our directors or executive officers are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would have to present our financial statements under US GAAP and may also be required to modify certain of our policies to comply with corporate governance practices applicable to U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. If we do not file or maintain a registration statement and no exemption from the Securities Act registration is available, U.S. holders of ADSs may be unable to exercise preemptive rights granted to our holders of Class B Shares underlying ADSs. Under the GCL, if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to a proportional number of shares of the same class to maintain their existing ownership percentage (see Section 194 of Argentine Corporations Law). Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, known as accretion rights. According to our Bylaws, in the case of a capital increase through the issuance of all four of our classes of common stock (Class A Shares, Class B Shares, Class C Shares and Class D Shares), accretion rights of the holders of each class shall be limited to the shares of the same class for which there has been no subscription. Also if, after accretion rights have been exercised within the Class B Shares and Class C Shares, there are any unsubscribed shares, such unsubscribed Class B Shares or Class C Shares may be subscribed by the shareholders of the rest of our classes of common stock, with no distinction, in proportion to the shares of common stock for which such shareholder has subscribed on such occasion. Upon the occurrence of any future increase in our Class B Shares, U.S. persons (as defined in Regulation S under the Securities Act) holding our Class B Shares underlying ADSs or ADSs may be unable to exercise preemptive and accretion rights granted to our holders of Class B Shares underlying ADSs in connection with any future issuance of our Class B Shares underlying ADSs unless a registration statement under the Securities Act is effective with respect to both the preemptive rights and the new Class B Shares underlying ADSs, or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file or maintain a registration statement relating to any preemptive rights offerings with respect to Telecom Argentina’s Class B Shares underlying ADSs, and we cannot assure that we will file or maintain any such registration statement or that an exemption from registration will be available. Unless those Class B Shares underlying ADSs or ADSs are registered or an exemption from registration applies, a U.S. holder of Telecom Argentina’s Class B Shares underlying ADSs or ADSs may receive only the net proceeds from those preemptive rights and accretion rights if those rights can be assigned by the ADS depositary. If the rights cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of shares or ADSs located in the U.S. may be diluted proportionately upon future capital increases. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 40 Table of Contents Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors. We are a “foreign private issuer” within the meaning of the NYSE corporate governance standards. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Argentine practices concerning corporate governance and intend to continue to do so. For example, according to Argentine securities law, our audit committee, unlike the audit committee of a U.S. issuer, will only have an “advisory” and/or “supervisory” role, such as assisting our board of directors with the evaluation, the performance and independence of the external auditors and exercising the function of our internal control. Accordingly, holders of our ADSs will not have the same protections afforded to shareholders of U.S. companies that are subject to all of the NYSE corporate governance requirements. We are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liability claims against us, our directors, officers and certain experts. We are organized under the laws of Argentina. A significant portion of our and our subsidiaries’ assets are located outside the U.S. Furthermore, almost all of our directors and officers and some advisors named in this Annual Report reside in Argentina. Investors may not be able to effect service of process within the U.S. upon such persons or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the U.S. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the U.S., including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in an Argentine court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. In addition, a portion of our assets is not subject to attachment or foreclosure, as they are used for the performance of the public service we provide. In accordance with Argentine law, as interpreted by the Argentine courts, assets which are necessary for the provision for an essential public service may not be attached, whether preliminarily or in aid of execution. Prior to any enforcement in Argentina, a judgment issued by a U.S. court will be subject to the requirements of 517 through 519 of the Argentine Federal Civil and Commercial Procedure Code if enforcement is sought before federal courts or courts with jurisdiction in commercial matters of the Autonomous City of Buenos Aires. Those requirements are: (1) the judgment, which must be valid and final in the jurisdiction where rendered, was issued by a competent court in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property which was transferred to Argentine territory during or after the prosecution of the foreign action; (2) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against foreign action; (3) the judgment must be valid in the jurisdiction where rendered, and its authenticity must be established in accordance with the requirements of Argentine law; (4) the judgment does not violate the principles of public policy of Argentine law; and (5) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court. Any document in a language other than Spanish, including, without limitation, the foreign judgment and other documents related thereto, requires filing with the relevant court of a duly legalized translation by a sworn public translator into the Spanish language. CVH, and through CVH, GC Dominio, have the ability to determine the outcome of any shareholder decision relating to significant matters affecting us. CVH owns Class D Shares representing 28.16% of Telecom Argentina’s total capital stock. GC Dominio owns 26.44% of the total capital stock of CVH, which represents 64.24% of the voting stock and votes of CVH. FTL owns Class A Shares representing 20.83% of the total capital stock of Telecom Argentina and, as of December 31, 2025 also owned Class B Shares in the form of ADSs representing 9.2% of total stock of Telecom Argentina. On February 10, 2026 FTL, as selling shareholder, completed a secondary offering of 4,050,549 ADSs, representing 20,252,745 Class B shares of the Company. In connection with the offering, FTL granted the underwriters a 30-day option to purchase up to 607,582 additional ADSs representing 3,037,910 Class B shares of the Company, which option was exercised in full. In the aggregate, the transaction included 23,290,655 Class B shares of the Company (representing 1.08% of Telecom Argentina’s total capital stock) and reduced FTL’s ownership interest in Telecom Argentina, in the form of ADSs accordingly. ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 41 Table of Contents On April 15, 2019, FTL, CVH and VLG Argentina (currently merged and absorbed by CVH) entered into the Voting Trust Agreement (as defined below) pursuant to which FTL and VLG Argentina contributed certain shares to the Voting Trust (as defined below). Except in respect of certain veto matters, the co-trustee appointed by CVH must vote all the shares contributed to the Voting Trust on all matters presented for vote generally to Telecom Argentina stockholders, in the same manner that CVH votes its shares in Telecom Argentina or as instructed by CVH. For more information about the Voting Trust, see “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement.” Through its ownership of Telecom Argentina Class D Shares and pursuant to the arrangements resulting from the Telecom Shareholders’ Agreement and the Voting Trust, CVH, as a general matter, has the ability to determine the outcome of any action requiring our shareholders’ approval (except for veto matters). In addition, our bylaws provide Class A and Class D Shares, and the directors appointed by Class A and Class D Shares, with veto powers, with respect to certain matters relating to us. See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement.” We conducted transactions with the shareholders of Nortel and/or Sofora, including FTL and its affiliates in the past, and with CVH and its affiliates as of January 1, 2018. Certain decisions concerning our operations or financial structure may present conflicts between our interests and those of our shareholders. Nevertheless, all of our related-party transactions are made on an arm’s-length basis. Related-party transactions involving Telecom Argentina that exceed 1% of its shareholders’ equity are subject to a prior approval process established by Law No. 26,831, Telecom’s Bylaws and the Rules of the Executive Committee to verify that the agreement could reasonably be considered in accordance with normal and customary market practice. See “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions.” ​ ​ ​ ​ PART I - ITEM 3 KEY INFORMATION TELECOM ARGENTINA S.A. 42 Table of Contents