1. The Decree no. 57/ regarding the appointment of the members of

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1 DECISION no. 215 from related to the economic concentration realized by Romanian GSM Holding SL Spain through achieving the sole control over S.C. Kahn International Advisers S.A. Bucharest THE PRESIDENT OF THE COMPETITION COUNCIL Having regarded to: 1. The Decree no. 57/ regarding the appointment of the members of the Plenum of the Competition Council; 2. The Decree no 1089/ regarding the appointment of a vicepresident of the Plenum of the Competition Council; 3. The Decree no 1087/ regarding the appointment of a member of the Plenum of the Competition Council; 4. The Competition Law no. 21/1996, republished, published in the Romanian Official Gazette no. 742 Part I, from ; 5. The Regulation on the organization, functioning an procedure of the Competition Council, published in the Romanian Official Gazette no. 288 from , subsequently modified and amended; 6. The Regulation concerning the authorization of economic concentrations, published in the Romanian Official Gazette no. 280 from ; 7. The Guidelines on calculation of turnover in the cases of anti-competitive practices stipulated in art. 5 paragraph.(1) of the Competition Law no. 21/1996 and in economic concentrations cases; published in the Romanian Official Gazette no. 440 Part I, from ; 8. The Guidelines on relevant market definition with a view to determining the significant market share, published in the Romanian Official Gazette no. 288 Part I, from ; 9. The Guidelines on application of the provisions of art of the Competition Law no. 21/1996 regarding calculation of the authorization fee for economic concentrations published in the Romanian Official Gazette no. 288 Part I, from ; 10. The documents from the case file RS 87/ with subsequent completions; 11. The Note of the Commission responsible with mergers and antitrust (AG/217/ ). 1 By republishing of Competition Law no. 21/1996 the article 33 became 32;

2 Tacking into account: 1. According to Amendment to a Subscription and shareholders agreement relating to Kahn International Advisers S.R.L. 2 concluded on the between Romanian GSM Holding SL 3, GED Eastern Fund II 4, a Spanish private equity fund, through its management company GED Capital Development S.A. S.G.E.C.R. 5, Mr. Florin Sorinel Stoica Merlusca 6, Mr. Adrian-Catalin Breaban 7 and Kahn International Advisers S.A. 8, an economic concentration operation was realized through qualitative change of the control over S.C. Kahn International Advisers S.A., by the shift from the joint control of Romanian GSM Holding S.L. and Mr. Florin Sorinel Stoica Merlusca to the sole control of Romanian GSM Holding S.L.; 2. The operation of acquiring the sole control over S.C. Kahn International Advisers S.A. by Romanian GSM Holding SL, represent a qualitative change of the control over S.C. Kahn International Advisers S.A. and it is an economic concentration in the meaning of art. 10 para. (2) lit. b) from Competition Law no. 21/1996, republished; 3. This economic concentration operation fulfilled the condition of thresholds stipulated in art. 14 of the Competition Law no. 21/1996, republished, in order to be notified to The Competition Council; 4. The notification file of the economic concentration realized by Romanian GSM Holding SL through achieving the sole control over SC Kahn International Advisers SA was registered at the Competition Council under no. RS 87/ The notification became effective on ; 5. Previous to this operation, on the relevant market, Romanian GSM Holding S.L. and Mr. Florin Sorinel Stoica Merlusca were holding joint control over S.C. Kahn International Advisers S.A., exercising indirectly, through this undertaking, joint control over the companies Dasimpex S.R.L. 9, Dasimpex GSM S.R.L. 10, Lexor 2 The legal form of this company was trasformed from S.R.L. to S.A.; 3 Registered office: Madrid, Cl.Marques de Riscal nr.12, 4, Spania. The certificate number of registration:43703, the date of registration certificate: , fiscal code:b ; 4 Registered office: str. Marques del Riscal nr.12.4 Izda, Madrid, Spania, registration code G ; 5 Registered office: str. Marques del Riscal nr.12.4 Izda, Madrid, Spania, registration code A ; 6 Romanian citizen, [...]; 7 Romanian citizen, [...]; 8 Registered office: str. Dealul Tugulea nr.25, bl.f8, sc.4, ap.65, Sector 6, Bucharest, registered at O.R.C. under no.j/40/567/ , C.U.I ; 9 Registered office: str. Titu Maiorescu nr.5, bl.f37, sc. C, ap.49, Piatra - Neamt, Neamt county, registered at O.R.C. Neamt under no.j27/228/1998, C.U.I ; 10 Registered office: str. Murelor nr.6, Ploiesti cod postal , Prahova county, registered at O.R.C. Prahova under no.j/29/56/ , C.U.I ; 2

3 S.R.L. 11, Dasino Telecom & IT S.R.L. 12 and GSM Land S.R.L. 13, companies that constitute the group controlled by S.C. Kahn International Advisers S.A.; 6. The product/service relevant markets on which the economic concentration operation takes place are the markets on which S.C. Kahn International Advisers S.A. and the companies within its group deploy their economic activities. Those product/service relevant markets are retail trade markets and wholesale trade markets and the market of business and management consulting services. The retail trade markets are the following: the post-pay mobile telephony products and services retail trade market, the pre-pay mobile telephony products and services retail trade market, the mobile telephones and accessories retail trade market. The wholesale trade markets are the following: the pre-pay mobile telephony products and services wholesale trade market, the post-pay mobile telephony products and services wholesale trade market, the mobile telephones and accessories wholesale trade market. The geographic relevant markets that correspond to the retail trading activities are local markets, constituted by each locality where S.C. Kahn International Advisers S.A., through the companies within its group, deploys its activities on the relevant products/services markets. These local markets are: Adjud, Alba Iulia, Alexandria, Arad, Avrig, Bacau, Baia Mare, Barlad, Bicaz, Bistrita, Botosani, Braila, Brasov, Bucharest, Buzau, Calarasi, Campina, Campulung, Campulung Moldovenesc, Cluj Napoca, Codlea, Comanesti, Covasna, Craiova, Curtea de Arges, Deva, Fagaras, Falticeni, Focsani, Galati, Gura Humorului, Horezu, Hunedoara, Iasi, Intorsura Buzaului, Lugoj, Medias, Odorheiul Secuiesc, Onesti, Oradea, Pascani, Piatra Neamt, Pitesti, Ploiesti, Pucioasa, Radauti, Ramnicu Valcea, Ramnicu Sarat, Resita, Roman, Rucar, Sebes, Sibiu, Sighisoara, Suceava, Slatina, Slobozia, Targoviste, Targu-Jiu, Targu-Mures, Targu Neamt, Targu Ocna, Tarnaveni, Timisoara, Tulcea, Vaslui, Urziceni, Vatra Dornei, Valenii de Munte. The geographic relevant market that corresponds to each of the wholesale trade activities deploys by S.C. Kahn International Advisers S.A., through the companies within its group, is the Romanian territory. Through the accomplishment of this economic concentration operation results a horizontal overlap between S.C. GED Capital S.R.L. 14 and S.C. Kahn International Advisers S.A. on the market of business and management consulting services. But, in consideration of both the type of this economic concentration operation (qualitative change of the control over S.C. Kahn International Advisers S.A.) and the turnover acquired by S.C. Kahn International Advisers S.A. and S.C. GED Capital 11 Registered office: str. Obor nr.3, parter, Piatra - Neamt, Neamt county, registered at O.R.C. Neamt under no.j27/254/ , C.U.I. R ; 12 Registered office: bdul. Traian, bl. A1, et. P, Piatra - Neamt, Neamt county, registered at O.R.C. Neamt under no.j27/757/2004, C.U.I. R ; 13 Registered office: str. Nicopole nr.56, bl.14, sc. D, ap.19, Brasov, Brasov county, registered at O.R.C. Brasov under no.j08/222/ , C.U.I. R ; 14 Registered office: str. Frumoasa nr.42a, sector 1 Bucharest, registered at O. R. C. under no.j40/3670/1997, C.U.I ; it belongs to GED group, as well as Romanian GSM Holding S.L.; 3

4 S.R.L. from the activities of business and management consulting services, it does not matter if the geographic market is define as local or national, because the analysis of the notified economic concentration operation does not lead to different conclusions, that is the economic operation does not lead to restriction, prevention or distortion of the competition on this relevant market; 7. The relevant markets are competitive, emergent and dynamic, in growth, the low level of the entry barriers allowing the entrance of the new competitors; 8. As regards this economic operation, accomplished through the qualitative change of the control over S.C. Kahn International Advisers S.A. and implicit over the companies S.C. Dasimpex S.R.L., S.C. Dasimpex GSM S.R.L., S.C. Lexor S.R.L., S.C. Dasino Telecom & IT S.R.L. and S.C. GSM Land S.R.L. that constitute the group controlled by S.C. Kahn International Advisers S.A., results that the change of the control over acquired company does not modify its positions on the relevant markets defined above. The notified economic concentration does not lead to restriction, prevention or distortion of the competition on the identified relevant markets or on any part of these markets; DECIDES Art.1 Pursuant to art.46 paragraph (1) letter b) of the Competition Law no. 21/1996, republished and the Regulation regarding the authorization of the economic concentrations, the present non-objection decision regarding the economic concentration realized by Romanian GSM Holding S.L. through achieving the sole control over S.C. Kahn International Advisers S.A., is issued. It has been found that, even that operation falls within the scope of the law, there are no serious doubts on the compatibility with a normal competition environment. Art.2 Romanian GSM Holding S.L., pursuant the provision of the art.32 paragraph (1) of the Competition Law no 21/1996, republished, shall pay the authorization fee of the notified economic concentration. Art.3 The authorization fee, according to the provisions of the Guidelines on application of the provisions of art.33 of the Competition Law no.21/1996 regarding calculation of the authorization fee for economic concentrations, based on the 4

5 turnover provided through address registered at the Competition Council under no. RG 7389/ is in sum of [...] RON. Art.4 The amount of the authorization fee shall be paid by S.C. Romanian GSM Holding S.L. within maximum 30 days from the communication of the present decision, to the State budget, through a treasury payment order, with the mention: for the authorization of the economic concentration. A copy of the payment order shall be sent without delay to the Competition Council. Art.5 The present decision enters into force at the date of its remittance towards the involved parties. Art.6 The Competition Council s decision can be contested, according to the provisions of the art. 47 paragraph (4) of the Competition Law no. 21/1996, reedited, within 30 days of its acknowledgement, before the Appeal Court of Bucharest, the Administrative Litigation Section. Art.7 The General Secretariat and Services Directorate of the Competition Council shall supervise the carrying on of the present decision. Art.8 The General Secretariat shall communicate the present decision to: Romanian GSM Holding S.L. Registered office: Cl. Marques de Riscal no. 12, 4, 28010, Madrid, Spania; Through representative [...] Mihai Berinde President 5