Common use of Mechanism of Determination of the Exchange Ratio. Valuations Clause in Contracts

Mechanism of Determination of the Exchange Ratio. Valuations. The proposed Exchange Ratio has been determined by the Parties subject to the approval by their respective shareholders meetings, taking into account, among others, the value ranges resulting from the application of the following valuation methods to both companies: a) the net present value of discounted cash flows of each company; b) the valuation multiples of comparable businesses; and c) the trade market value of the Class B Shares of Telecom Argentina and the Cablevisión shares, taking into account for the Cablevisión shares their implicit trade value incorporated in the trade market value of the Class B shares of Grupo Xxxxxx X.X. (CVH’s predecessor) as parent company of Cablevisión. Schedule III hereto explains the methodology of calculation of the Exchange Rate. The Exchange Ratio was considered fair from a financial standpoint, as of the date of the applicable opinion and in accordance to its terms, by two professional appraisers not related to any of the companies involved. For such purpose, Telecom Argentina hired XX Xxxxxx Securities LLC and Cablevisión hired LionTree Advisors LLC, two first tier international firms with expertise in merger transactions and a high specialization in the TIC Services (the “Independent Appraisers”), each of whom issued its respective Fairness Opinion on the Exchange Ratio for its consideration by Telecom Argentina’s Board of Directors, with respect to XX Xxxxxx Securities LLC, and by Cablevisión’s Board of Directors, with respect to LionTree Advisors LLC. For purposes of issuing their Fairness Opinions on the Exchange Ratio, the Independent Appraisers respectively applied the valuation methods that each of them generally applies in procedures similar to this, including, among others, the methods mentioned in a) to c) above.

Mechanism of Determination of the Exchange Ratio. Valuations. The proposed Exchange Ratio has been determined by the Parties subject to the approval by their respective shareholders shareholders’ meetings, taking into account, among others, the value ranges resulting from the application of the following valuation methods to both companies: a) the net present value of discounted cash flows of each company; b) the valuation multiples of comparable businesses; and c) the trade market value of the Class B Shares of Telecom Argentina and the Cablevisión shares, taking into account for the Cablevisión shares their implicit trade value incorporated in the trade market value of the Class B shares of Grupo Xxxxxx X.X. (CVH’s predecessor) as parent company of Cablevisión. Schedule Annex III hereto explains the methodology of calculation of the Exchange Rate. The Exchange Ratio was considered fair from a financial standpoint, as of the date of the applicable opinion and in accordance to its terms, by two professional appraisers not financial advisorsnot related to any of the companies involved. For such purpose, Telecom Argentina hired XX Xxxxxx Securities LLC and Cablevisión hired LionTree Advisors LLC, two first tier international firms with expertise in merger transactions and a high specialization in the TIC Services (the “Independent AppraisersValuation Experts”), each of whom issued its respective Fairness Opinion on the Exchange Ratio for its consideration by Telecom Argentina’s Board of Directors, with respect to XX Xxxxxx Securities LLC, and by Cablevisión’s Board of Directors, with respect to LionTree Advisors LLC. For purposes of issuing their Fairness Opinions on the Exchange Ratio, the Independent Appraisers respectively applied the valuation methods that each of them generally applies in procedures similar to this, including, among others, the methods mentioned in a) to c) above.