Business Context and Reporting Period
This Form 6-K filing by Telecom Argentina S.A. (Telecom Argentina) dated March 11, 2026, serves as a notice of an Ordinary and Extraordinary General Shareholders' Meeting scheduled for April 29, 2026. The filing includes Board Minutes (No. 494) and Audit Committee Minutes (No. 328) detailing proposals for shareholder approval regarding the fiscal year ended December 31, 2025, and corporate governance matters for 2026.
Key Financial Metrics and Proposals
The filing focuses on balance sheet adjustments, compensation approvals, and audit fees rather than operational performance metrics like revenue or cash flow.
- Retained Earnings (Dec 31, 2025): Negative balance of AR$123,939,460,761.
- Voluntary Reserve Adjustment: Proposal to absorb the negative retained earnings and reclassify AR$115,492,131,831 from the "Voluntary Reserve" to "Contributed Surplus."
- Board of Directors Compensation (FY 2025): Total proposed allocation of AR$6,822,234,989.
- Supervisory Committee Compensation (FY 2025): Total proposed allocation of AR$470,003,765.
- Independent Auditor Fees (FY 2025): AR$1,735,224,000 (excluding VAT), comprising AR$1,198,104,000 for financial statement audits and AR$537,120,000 for Section 404 Sarbanes-Oxley certification.
- Audit Committee Budget (FY 2026): Proposed budget of AR$232,454,485.
Material Changes and Corporate Actions
The most significant material change proposed is a corporate reorganization involving a merger.
- Corporate Reorganization: Proposal to merge Teledifusora San Miguel Arcangel S.A. (TSMA) into Telecom Argentina S.A. as the surviving entity, effective January 1, 2026. This requires shareholder approval of the Preliminary Merger Agreement and related financial statements.
- Equity Restructuring: The filing proposes adjustments to the "Voluntary Reserve" and "Contributed Surplus" accounts to address the negative retained earnings balance.
- Auditor Continuity: Proposal to reappoint Price Waterhouse & Co. S.R.L. (PwC) as Independent Auditors for Fiscal Year 2026.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, revenue forecasts, or management commentary on market outlook for 2026. However, it highlights the following governance and procedural items:
- Dividend Policy: The Board seeks delegation of powers to withdraw from the "Voluntary Reserve" to distribute dividends in cash or in kind, contingent on future solvency and capital expenditure needs.
- Regulatory Compliance: The merger and financial adjustments are subject to approvals from regulatory entities and compliance with the General Corporate Law and CNV Rules.
- Meeting Logistics: Shareholders must register by April 23, 2026, to attend the meeting. Special meetings for Class "A" and Class "D" shares are required to address the merger item.
Investor Verification Checklist
- Verify the final approval of the merger with Teledifusora San Miguel Arcangel S.A. (TSMA) at the April 29, 2026, meeting.
- Confirm the impact of the negative retained earnings (AR$123.9 billion) on the company's ability to declare dividends in the future.
- Review the "Voluntary Reserve" balance post-adjustment to assess the buffer available for capital expenditures and solvency.
- Monitor the appointment of the new Supervisory Committee members for Fiscal Year 2026.
- Check for any regulatory delays or conditions attached to the corporate reorganization effective date.