|
Title
of Each Class of Securities
to be Registered
|
Amount
to be Registered |
Proposed
Maximum
Offering Price Per Unit (1) |
Proposed
Maximum Aggregate Offering Price (2) |
Amount
of
Registration Fee |
|
American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing five Class B Ordinary Shares, nominal
value
P$1.00 each of Telecom Argentina S.A.
|
50,000,000
|
$0.05
|
$2,500,000
|
$267.50
|
| (1) |
Each
unit represents one American Depositary
Share.
|
| (2) |
Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on
the basis of the maximum aggregate fees or charges to be imposed
in
connection with the issuance of American Depositary Receipts evidencing
American
Depositary Shares.
|
| Item Number and Caption |
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|||
| (1) | Name and address of Depositary |
Introductory
paragraph, bottom of Face of American Depositary Receipt
|
||
| (2) | Title of American Depositary Receipts and identity of deposited securities |
Face
of American Depositary Receipt, top center
|
||
| Terms of Deposit: | ||||
| (i) |
Amount
of deposited securities represented by one unit of American Depositary
Shares
|
Face
of American Depositary Receipt, upper right corner
|
||
| (ii) |
Procedure
for voting, if any, the deposited securities
|
Paragraph
(12)
|
||
| (iii) |
Collection
and distribution of dividends
|
Paragraphs
(4), (5), (7) and (10)
|
||
| (iv) |
Transmission
of notices, reports and proxy soliciting material
|
Paragraphs
(3), (8) and (12)
|
||
| (v) |
Sale
or exercise of rights
|
Paragraphs
(4), (5) and (10)
|
||
| (vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
|
Paragraphs
(4), (5), (10) and (13)
|
||
| (vii) |
Amendment,
extension or termination of the Deposit Agreement
|
Paragraphs
(16) and (17)
|
||
| (viii) |
Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
|
Paragraph
(3)
|
||
| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(1), (2), (4), and (5)
|
||
| (x) |
Limitation
upon the liability of the Depositary
|
Paragraph
(14)
|
||
| (3) | Fees and Charges |
Paragraph
(7)
|
||
|
Item
Number and Caption
|
Location
in Form of American Depositary
Receipt Filed Herewith as Prospectus |
|||
| (b) |
Statement
that Telecom Argentina S.A. is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended,
and,
accordingly, files certain reports with the Securities and Exchange
Commission
|
Paragraph
(8)
|
|
(a)
|
The
Depositary hereby undertakes to make available at the principal office
of
the Depositary
in the United States, for inspection by holders of the American
Depositary
Receipts, any reports and communications received from the issuer
of
the
deposited securities which are both (1) received by the Depositary as
the holder of
the deposited securities, and (2) made generally available to the
holders of the underlying
securities by the issuer.
|
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
|
|
By: |
JPMORGAN
CHASE BANK, N.A., as Depositary
|
|
| By: | /s/Joseph M. Leinhauser | ||
| Name: | Joseph M. Leinhauser | ||
| Title: | Vice President | ||
| Telecom Argentina S.A. | ||
| By: /s/Amadeo Ramón Vázquez | ||
| Name: Amadeo Ramón Vázquez | ||
| Title: Chairman of the Board of Directors |
|
Name
|
Title:
|
|
| /s/Carlos Felices | Chief Executive Officer | |
| Carlos Felices | ||
| /s/Valerio Cavallo | Controller, Principal Accounting Officer and Chief Financial Officer | |
| Valerio Cavallo | ||
| /s/Amadeo Ramón Vázquez | Chairman of the Board of Directors | |
| Amadeo Ramón Vázquez | ||
| /s/Gerardo Werthein | Vice Chairman of the Board of Directors | |
| Gerardo Werthein | ||
| /s/Oscar Carlos Cristianci | Director | |
| Oscar Carlos Cristianci | ||
| /s/Raúl Antonio Miranda | Director | |
| Raúl Antonio Miranda | ||
| /s/Julio Pedro Naveyra | Director | |
| Julio Pedro Naveyra | ||
| /s/Jorge Alberto Firpo | Director | |
| Jorge Alberto Firpo | ||
| /s/Scott A. Ziegler | Authorized Representative in the United States | |
| Scott A. Ziegler | ||
| Exhibit Number |
||
| (a)(3) |
Form
of American Depositary Receipt
|
|
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
| (e) |
Rule
466 Certification
|