# Official Journal C 23/2023

| | ISSN 1977-091X |
| --- | --- |
| Official Journal
  of the European Union | C 23 |
| | |
| English edition | Information and Notices | Volume 6623 January 2023 |

ISSN 1977-091X

Official Journal

of the European Union

C 23

English edition

Information and Notices

Volume 6623 January 2023

---

| Contents | page |
| --- | --- |
| | II   Information |
| | JOINT DECLARATIONS |
| | European ParliamentCouncilEuropean Commission |
| 2023/C 23/01 | European Declaration on Digital Rights and Principles for the Digital Decade | 1 |

Contents

page

II   Information

JOINT DECLARATIONS

European ParliamentCouncilEuropean Commission

2023/C 23/01

European Declaration on Digital Rights and Principles for the Digital Decade

1

---

| | IV   Notices |
| --- | --- |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2023/C 23/02 | Euro exchange rates – 20 January 2023 | 8 |
| 2023/C 23/03 | Summary of Commission Decision of 19 January 2022 rejecting its jurisdiction within the meaning of Articles 1 and 4 of Council Regulation (EC) No 139/2004 (Case C.1887 — Mediaset — Article 265 Invitation to Act)
  (notified under document C(2022) 307)

   (
  1
  ) | 9 |
| 2023/C 23/04 | Notice concerning the application of the Registered Exporter system of the European Union by Côte d’Ivoire and Madagascar under, respectively, the EU - Côte d’Ivoire stepping-stone Economic Partnership Agreement and the EU – Eastern and Southern Africa interim EPA | 19 |

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2023/C 23/02

Euro exchange rates – 20 January 2023

8

2023/C 23/03

Summary of Commission Decision of 19 January 2022 rejecting its jurisdiction within the meaning of Articles 1 and 4 of Council Regulation (EC) No 139/2004 (Case C.1887 — Mediaset — Article 265 Invitation to Act)
  (notified under document C(2022) 307)

   (
  1
  )

(notified under document C(2022) 307)

1

9

2023/C 23/04

Notice concerning the application of the Registered Exporter system of the European Union by Côte d’Ivoire and Madagascar under, respectively, the EU - Côte d’Ivoire stepping-stone Economic Partnership Agreement and the EU – Eastern and Southern Africa interim EPA

19

---

| | V   Announcements |
| --- | --- |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2023/C 23/05 | Prior notification of a concentration (Case M.10959 – SATS / TEMASEK / PH 243WFS) (
  1
  ) | 20 |
| | OTHER ACTS |
| | European Commission |
| 2023/C 23/06 | Publication of an application for the modification of traditional terms in the wine sector pursuant to Articles 28(3) and 34 of Commission Delegated Regulation (EU) 2019/33 supplementing Regulation (EU) No 1308/2013 of the European Parliament and of the Council as regards applications for protection of designations of origin, geographical indications and traditional terms in the wine sector, the objection procedure, restrictions of use, amendments to product specifications, cancellation of protection, and labelling and presentation Landwein, Qualitätswein, Kabinett/Kabinettwein, Spätlese/Spätlesewein, Auslese/Auslesewein, Strohwein, Schilfwein, Eiswein, Ausbruch/Ausbruchwein, Trockenbeerenauslese, Beerenauslese/Beerenauslesewein | 22 |
| 2023/C 23/07 | Publication of the amended single document following the approval of a minor amendment pursuant to the second subparagraph of Article 53(2) of Regulation (EU) No 1151/2012 | 24 |

V   Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2023/C 23/05

Prior notification of a concentration (Case M.10959 – SATS / TEMASEK / PH 243WFS) (
  1
  )

1

20

OTHER ACTS

European Commission

2023/C 23/06

Publication of an application for the modification of traditional terms in the wine sector pursuant to Articles 28(3) and 34 of Commission Delegated Regulation (EU) 2019/33 supplementing Regulation (EU) No 1308/2013 of the European Parliament and of the Council as regards applications for protection of designations of origin, geographical indications and traditional terms in the wine sector, the objection procedure, restrictions of use, amendments to product specifications, cancellation of protection, and labelling and presentation Landwein, Qualitätswein, Kabinett/Kabinettwein, Spätlese/Spätlesewein, Auslese/Auslesewein, Strohwein, Schilfwein, Eiswein, Ausbruch/Ausbruchwein, Trockenbeerenauslese, Beerenauslese/Beerenauslesewein

22

2023/C 23/07

Publication of the amended single document following the approval of a minor amendment pursuant to the second subparagraph of Article 53(2) of Regulation (EU) No 1151/2012

24

---

| | |
| --- | --- |
| | (1)   Text with EEA relevance. |

---

(1)   Text with EEA relevance.

1

| EN | |
| --- | --- |

EN

---

II Information

JOINT DECLARATIONS

European Parliament Council European Commission

| 23.1.2023 | EN | Official Journal of the European Union | C 23/1 |
| --- | --- | --- | --- |

23.1.2023

EN

Official Journal of the European Union

C 23/1

---

European Declaration on Digital Rights and Principles for the Digital Decade

(2023/C 23/01)

The European Parliament, the Council and the Commission solemnly proclaim the following joint Declaration on Digital Rights and Principles for the Digital Decade

Preamble

Whereas:

| (1) | The European Union (EU) is a ‘union of values’, as enshrined in Article 2 of the Treaty on European Union, founded on respect for human dignity, freedom, democracy, equality, the rule of law and respect for human rights, including the rights of persons belonging to minorities. Moreover according to the Charter of fundamental rights of the European Union, the EU is founded on the indivisible, universal values of human dignity, freedom, equality and solidarity. The Charter also reaffirms the rights as they result, in particular, from international obligations common to the Member States. |
| --- | --- |

(1)

| (2) | The digital transformation affects every aspect of people’s lives. It offers significant opportunities for a better quality of life, economic growth and sustainability. |
| --- | --- |

(2)

| (3) | The digital transformation also presents challenges for our democratic societies, our economies and for individuals. With the acceleration of the digital transformation, the time has come for the EU to spell out how its values and fundamental rights applicable offline should be applied in the digital environment. The digital transformation should not entail the regression of rights. What is illegal offline, is illegal online. This Declaration is without prejudice to ‘offline policies’, such as having access to key public services offline. |
| --- | --- |

(3)

| (4) | The Parliament has made several calls for the establishment of ethical principles guiding the EU’s approach to the digital transformation, as well as ensuring the full compliance with fundamental rights such as data protection, the right to privacy, non-discrimination and gender equality, and with principles such as consumer protection, technological and net neutrality, trustworthiness and inclusiveness. It has also called for a strengthened protection of users’ rights in the digital environment, as well as workers’ rights and the right to disconnect (1). |
| --- | --- |

(4)

| (5) | Building on previous initiatives such as the ‘Tallinn Declaration on eGovernment’ and the ‘Berlin Declaration on Digital Society and Value-based Digital Government’, the Member States have called, through the ‘Lisbon Declaration – Digital Democracy with a Purpose’, for a model of digital transformation that strengthens the human dimension of the digital ecosystem with the Digital Single Market at its core. Member States have called for a model of digital transformation that ensures that technology assists in addressing the need to take climate action and protect the environment. |
| --- | --- |

(5)

| (6) | The EU vision for digital transformation puts people at the centre, empowers individuals and fosters innovative businesses. The Decision on the ‘Digital Decade Policy Programme 2030’ sets out the concrete digital targets based on four cardinal points (digital skills, digital infrastructures, digitalisation of businesses and of public services). The EU way for the digital transformation of our societies and economy encompasses in particular digital sovereignty in an open manner, respect for fundamental rights, rule of law and democracy, inclusion, accessibility, equality, sustainability, resilience, security, improving quality of life, the availability of services and respect of everyone’s rights and aspirations. It should contribute to a dynamic, resource efficient, and fair economy and society in the EU. |
| --- | --- |

(6)

| (7) | This Declaration spells out shared political intentions and commitments, and recalls the most relevant rights in the context of the digital transformation. The Declaration should also guide policy makers when reflecting on their vision of the digital transformation: putting people at the centre of the digital transformation; supporting solidarity and inclusion, through connectivity, digital education, training and skills, fair and just working conditions as well as access to digital public services online; restating the importance of freedom of choice in interactions with algorithms and artificial intelligence systems and in a fair digital environment; fostering participation in the digital public space; increasing safety, security and empowerment in the digital environment, in particular for children and young people, while ensuring privacy and individual control over data; promoting sustainability. The various chapters of this Declaration should form a holistic reference framework and should not be read in isolation. |
| --- | --- |

(7)

| (8) | This Declaration should also serve as a reference point for businesses and other relevant actors when developing and deploying new technologies. Promoting research and innovation is important in this respect. Special attention should also be given to SMEs and start-ups. |
| --- | --- |

(8)

| (9) | The democratic functioning of the digital society and economy should be further strengthened, in full respect of the rule of law, effective remedies and law enforcement. This Declaration does not affect lawful limits on the exercise of rights, in order to reconcile them with the exercise of other rights, or necessary and proportionate restrictions in the public interest. |
| --- | --- |

(9)

| (10) | This Declaration notably builds on primary EU law, in particular the Treaty on European Union, the Treaty on the Functioning of the European Union, the Charter of Fundamental Rights of the European Union, as well as on secondary law and the case-law of the Court of Justice of the European Union. It also builds on and complements the European Pillar of Social Rights. It has a declaratory nature and, as such, does not affect the content of legal rules or their application. |
| --- | --- |

(10)

| (11) | The EU should promote the Declaration in its relations with other international organisations and third countries, including by reflecting these rights and principles in its trade relations, with the ambition that the principles guide international partners towards a digital transformation that puts people and their universal human rights at the centre throughout the world. The Declaration should notably serve as a reference for activities in the context of international organisations, such as the realisation of the Agenda 2030 for Sustainable Development, as well as the multistakeholder approach to Internet governance. |
| --- | --- |

(11)

| (12) | The promotion and implementation of the Declaration is a shared political commitment and responsibility of the EU and its Member States within their respective competences and in full compliance with EU law. The Commission will regularly report to the Parliament and the Council on the progress made. The Member States and Commission should take into account the digital principles and rights as laid down in this Declaration when cooperating in view of achieving the general objectives as set out in the Decision on the ‘Digital Decade Policy Programme 2030’. |
| --- | --- |

(12)

Declaration on Digital Rights and Principles for the Digital Decade

We aim to promote a European way for the digital transformation, putting people at the centre, built on European values and EU fundamental rights, reaffirming universal human rights, and benefiting all individuals, businesses, and society as a whole.

We therefore declare:

CHAPTER I

Putting people at the centre of the digital transformation

| 1. | People are at the centre of the digital transformation in the European Union. Technology should serve and benefit all people living in the EU and empower them to pursue their aspirations, in full security and respect for their fundamental rights.
  We commit to:






  a) | strengthening the democratic framework for a digital transformation that benefits everyone and improves the lives of all people living in the EU; |
| --- | --- | --- |

1.

We commit to:

a)

strengthening the democratic framework for a digital transformation that benefits everyone and improves the lives of all people living in the EU;

| b) | taking necessary measures to ensure that the values of the EU and the rights of individuals as recognised by EU law are respected online as well as offline; |
| --- | --- |

b)

taking necessary measures to ensure that the values of the EU and the rights of individuals as recognised by EU law are respected online as well as offline;

| c) | fostering and ensuring responsible and diligent action by all actors, public and private, in the digital environment; |
| --- | --- |

c)

fostering and ensuring responsible and diligent action by all actors, public and private, in the digital environment;

| d) | actively promoting this vision of the digital transformation, also in our international relations. |
| --- | --- |

d)

actively promoting this vision of the digital transformation, also in our international relations.

CHAPTER II

Solidarity and inclusion

| 2. | Technology should be used to unite, and not divide, people. The digital transformation should contribute to a fair and inclusive society and economy in the EU.
  We commit to:






  a) | making sure that the design, development, deployment and use of technological solutions respect fundamental rights, enable their exercise and promote solidarity and inclusion; |
| --- | --- | --- |

2.

We commit to:

a)

making sure that the design, development, deployment and use of technological solutions respect fundamental rights, enable their exercise and promote solidarity and inclusion;

| b) | a digital transformation that leaves nobody behind. It should benefit everyone, achieve gender balance, and include notably elderly people, people living in rural areas, persons with disabilities, or marginalised, vulnerable or disenfranchised people and those who act on their behalf. It should also promote cultural and linguistic diversity; |
| --- | --- |

b)

a digital transformation that leaves nobody behind. It should benefit everyone, achieve gender balance, and include notably elderly people, people living in rural areas, persons with disabilities, or marginalised, vulnerable or disenfranchised people and those who act on their behalf. It should also promote cultural and linguistic diversity;

| c) | developing adequate frameworks so that all market actors benefiting from the digital transformation assume their social responsibilities and make a fair and proportionate contribution to the costs of public goods, services and infrastructures, for the benefit of all people living in the EU. |
| --- | --- |

c)

developing adequate frameworks so that all market actors benefiting from the digital transformation assume their social responsibilities and make a fair and proportionate contribution to the costs of public goods, services and infrastructures, for the benefit of all people living in the EU.

Connectivity

| 3. | Everyone, everywhere in the EU, should have access to affordable and high-speed digital connectivity.
  We commit to:






  a) | ensuring access to high-quality connectivity, with available Internet access, for everyone wherever in the EU, including for those with low income; |
| --- | --- | --- |

3.

We commit to:

a)

ensuring access to high-quality connectivity, with available Internet access, for everyone wherever in the EU, including for those with low income;

| b) | protecting and promoting a neutral and open Internet where content, services, and applications are not unjustifiably blocked or degraded. |
| --- | --- |

b)

protecting and promoting a neutral and open Internet where content, services, and applications are not unjustifiably blocked or degraded.

Digital education, training and skills

| 4. | Everyone has the right to education, training and lifelong learning and should be able to acquire all basic and advanced digital skills.
  We commit to:






  a) | promoting high-quality digital education and training, including with a view to bridging the digital gender divide; |
| --- | --- | --- |

4.

We commit to:

a)

promoting high-quality digital education and training, including with a view to bridging the digital gender divide;

| b) | supporting efforts that allow all learners and teachers to acquire and share the necessary digital skills and competences, including media literacy, and critical thinking, to take an active part in the economy, society, and in democratic processes; |
| --- | --- |

b)

supporting efforts that allow all learners and teachers to acquire and share the necessary digital skills and competences, including media literacy, and critical thinking, to take an active part in the economy, society, and in democratic processes;

| c) | promoting and supporting efforts to equip all education and training institutions with digital connectivity, infrastructure and tools; |
| --- | --- |

c)

promoting and supporting efforts to equip all education and training institutions with digital connectivity, infrastructure and tools;

| d) | giving everyone the possibility to adjust to changes brought by the digitalisation of work through up-skilling and re-skilling. |
| --- | --- |

d)

giving everyone the possibility to adjust to changes brought by the digitalisation of work through up-skilling and re-skilling.

Fair and just working conditions

| 5. | Everyone has the right to fair, just, healthy and safe working conditions and appropriate protection in the digital environment as in the physical work place, regardless of their employment status, modality or duration. |
| --- | --- |

5.

| 6. | Trade unions and employers’ organisations play an important role in the digital transformation, particularly in relation to the definition of fair and just working conditions, including with regard to the use of digital tools at work.
  We commit to:






  a) | ensuring that everyone is able to disconnect and benefit from safeguards for work-life balance in a digital environment; |
| --- | --- | --- |

6.

We commit to:

a)

ensuring that everyone is able to disconnect and benefit from safeguards for work-life balance in a digital environment;

| b) | ensuring that, in the working environment, digital tools do not put workers’ physical and mental health at risk in any way; |
| --- | --- |

b)

ensuring that, in the working environment, digital tools do not put workers’ physical and mental health at risk in any way;

| c) | ensuring respect for workers’ fundamental rights in the digital environment, including their right to privacy and the right to associate, right of collective bargaining and action, as well as protection against unlawful and unjustified surveillance; |
| --- | --- |

c)

ensuring respect for workers’ fundamental rights in the digital environment, including their right to privacy and the right to associate, right of collective bargaining and action, as well as protection against unlawful and unjustified surveillance;

| d) | ensuring that the use of artificial intelligence in the workplace is transparent and follows a risk-based approach and that corresponding prevention measures are taken to maintain a safe and healthy working environment; |
| --- | --- |

d)

ensuring that the use of artificial intelligence in the workplace is transparent and follows a risk-based approach and that corresponding prevention measures are taken to maintain a safe and healthy working environment;

| e) | ensuring in particular that human oversight is guaranteed in important decisions affecting workers, and that workers are generally informed that they are interacting with artificial intelligence systems. |
| --- | --- |

e)

ensuring in particular that human oversight is guaranteed in important decisions affecting workers, and that workers are generally informed that they are interacting with artificial intelligence systems.

Digital public services online

| 7. | Everyone should have online access to key public services in the EU. Nobody is to be asked to provide data more often than necessary when accessing and using digital public services.
  We commit to:






  a) | ensuring that people living in the EU are offered the possibility to use an accessible, voluntary, secure and trusted digital identity that gives access to a broad range of online services; |
| --- | --- | --- |

7.

We commit to:

a)

ensuring that people living in the EU are offered the possibility to use an accessible, voluntary, secure and trusted digital identity that gives access to a broad range of online services;

| b) | ensuring wide accessibility and re-use of public sector information; |
| --- | --- |

b)

ensuring wide accessibility and re-use of public sector information;

| c) | facilitating and supporting seamless, secure and interoperable access across the EU to digital public services designed to meet people’s needs in an effective manner, including and in particular digital health and care services, notably access to electronic health records. |
| --- | --- |

c)

facilitating and supporting seamless, secure and interoperable access across the EU to digital public services designed to meet people’s needs in an effective manner, including and in particular digital health and care services, notably access to electronic health records.

CHAPTER III

Freedom of choice

Interactions with algorithms and artificial intelligence systems

| 8. | Artificial intelligence should serve as a tool for people, with the ultimate aim of increasing human well-being. |
| --- | --- |

8.

| 9. | Everyone should be empowered to benefit from the advantages of algorithmic and artificial intelligence systems including by making their own, informed choices in the digital environment, while being protected against risks and harm to one’s health, safety and fundamental rights.
  We commit to:






  a) | promoting human-centric, trustworthy and ethical artificial intelligence systems throughout their development, deployment and use, in line with EU values; |
| --- | --- | --- |

9.

We commit to:

a)

promoting human-centric, trustworthy and ethical artificial intelligence systems throughout their development, deployment and use, in line with EU values;

| b) | ensuring an adequate level of transparency about the use of algorithms and artificial intelligence, and that people are empowered to use them and are informed when interacting with them; |
| --- | --- |

b)

ensuring an adequate level of transparency about the use of algorithms and artificial intelligence, and that people are empowered to use them and are informed when interacting with them;

| c) | ensuring that algorithmic systems are based on adequate datasets to avoid discrimination and enable human supervision of all outcomes affecting people's safety and fundamental rights; |
| --- | --- |

c)

ensuring that algorithmic systems are based on adequate datasets to avoid discrimination and enable human supervision of all outcomes affecting people's safety and fundamental rights;

| d) | ensuring that technologies such as artificial intelligence are not used to pre-empt people’s choices, for example regarding health, education, employment, and their private life; |
| --- | --- |

d)

ensuring that technologies such as artificial intelligence are not used to pre-empt people’s choices, for example regarding health, education, employment, and their private life;

| e) | providing for safeguards and taking appropriate action, including by promoting trustworthy standards, to ensure that artificial intelligence and digital systems are, at all times, safe and used in full respect for fundamental rights; |
| --- | --- |

e)

providing for safeguards and taking appropriate action, including by promoting trustworthy standards, to ensure that artificial intelligence and digital systems are, at all times, safe and used in full respect for fundamental rights;

| f) | taking measures to ensure that research in artificial intelligence respects the highest ethical standards and relevant EU law. |
| --- | --- |

f)

taking measures to ensure that research in artificial intelligence respects the highest ethical standards and relevant EU law.

A fair digital environment

| 10. | Everyone should be able to effectively and freely choose which online services to use, based on objective, transparent, easily accessible and reliable information. |
| --- | --- |

10.

| 11. | Everyone should have the possibility to compete fairly and innovate in the digital environment. This should also benefit businesses, including SMEs.
  We commit to:






  a) | ensuring a safe and secure digital environment based on fair competition, where fundamental rights are protected, users rights and consumer protection in the Digital Single Market are ensured, and responsibilities of platforms, especially large players and gatekeepers, are well defined; |
| --- | --- | --- |

11.

We commit to:

a)

ensuring a safe and secure digital environment based on fair competition, where fundamental rights are protected, users rights and consumer protection in the Digital Single Market are ensured, and responsibilities of platforms, especially large players and gatekeepers, are well defined;

| b) | promoting interoperability, transparency, open technologies and standards as a way to further strengthen trust in technology as well as consumers’ ability to make autonomous and informed choices. |
| --- | --- |

b)

promoting interoperability, transparency, open technologies and standards as a way to further strengthen trust in technology as well as consumers’ ability to make autonomous and informed choices.

CHAPTER IV

Participation in the digital public space

| 12. | Everyone should have access to a trustworthy, diverse and multilingual digital environment. Access to diverse content contributes to a pluralistic public debate and effective participation in democracy in a non-discriminatory manner. |
| --- | --- |

12.

| 13. | Everyone has the right to freedom of expression and information, as well as freedom of assembly and of association in the digital environment. |
| --- | --- |

13.

| 14. | Everyone should be able to access information on who owns or controls the media services they are using. |
| --- | --- |

14.

| 15. | Online platforms, particularly very large online platforms, should support free democratic debate online. Given the role of their services in shaping public opinion and discourse, very large online platforms should mitigate the risks stemming from the functioning and use of their services, including in relation to misinformation and disinformation campaigns, and protect freedom of expression.
  We commit to:






  a) | continuing safeguarding all fundamental rights online, notably the freedom of expression and information, including media freedom and pluralism; |
| --- | --- | --- |

15.

We commit to:

a)

continuing safeguarding all fundamental rights online, notably the freedom of expression and information, including media freedom and pluralism;

| b) | supporting the development and best use of digital technologies to stimulate people's engagement and democratic participation; |
| --- | --- |

b)

supporting the development and best use of digital technologies to stimulate people's engagement and democratic participation;

| c) | taking proportionate measures to tackle all forms of illegal content, in full respect for fundamental rights, including the right to freedom of expression and information, and without establishing any general monitoring obligations or censorship; |
| --- | --- |

c)

taking proportionate measures to tackle all forms of illegal content, in full respect for fundamental rights, including the right to freedom of expression and information, and without establishing any general monitoring obligations or censorship;

| d) | creating a digital environment where people are protected against disinformation and information manipulation and other forms of harmful content, including harassment and gender-based violence; |
| --- | --- |

d)

creating a digital environment where people are protected against disinformation and information manipulation and other forms of harmful content, including harassment and gender-based violence;

| e) | supporting effective access to digital content reflecting the cultural and linguistic diversity in the EU; |
| --- | --- |

e)

supporting effective access to digital content reflecting the cultural and linguistic diversity in the EU;

| f) | empowering individuals to make freely given, specific choices and limiting the exploitation of vulnerabilities and biases, namely through targeted advertising. |
| --- | --- |

f)

empowering individuals to make freely given, specific choices and limiting the exploitation of vulnerabilities and biases, namely through targeted advertising.

CHAPTER V

Safety, security and empowerment

A protected, safe and secure digital environment

| 16. | Everyone should have access to digital technologies, products and services that are by design safe, secure, and privacy-protective, resulting in a high level of confidentiality, integrity, availability and authenticity of the information processed.
  We commit to:






  a) | taking further measures to promote the traceability of products and make sure only products which are safe and compliant with EU legislation are offered on the Digital Single Market; |
| --- | --- | --- |

16.

We commit to:

a)

taking further measures to promote the traceability of products and make sure only products which are safe and compliant with EU legislation are offered on the Digital Single Market;

| b) | protecting the interests of people, businesses and public institutions against cybersecurity risks and cybercrime including data breaches and identity theft or manipulation. This includes cybersecurity requirements for connected products placed on the single market; |
| --- | --- |

b)

protecting the interests of people, businesses and public institutions against cybersecurity risks and cybercrime including data breaches and identity theft or manipulation. This includes cybersecurity requirements for connected products placed on the single market;

| c) | countering and holding accountable those that seek to undermine, within the EU, security online and the integrity of the digital environment or that promote violence and hatred through digital means. |
| --- | --- |

c)

countering and holding accountable those that seek to undermine, within the EU, security online and the integrity of the digital environment or that promote violence and hatred through digital means.

Privacy and individual control over data

| 17. | Everyone has the right to privacy and to the protection of their personal data. The latter right includes the control by individuals on how their personal data are used and with whom they are shared. |
| --- | --- |

17.

| 18. | Everyone has the right to the confidentiality of their communications and the information on their electronic devices, and not to be subjected to unlawful online surveillance, unlawful pervasive tracking or interception measures. |
| --- | --- |

18.

| 19. | Everyone should be able to determine their digital legacy, and decide what happens with their personal accounts and information that concerns them after their death.
  We commit to:






  a) | ensuring that everyone has effective control of their personal and non-personal data in line with EU data protection rules and relevant EU law; |
| --- | --- | --- |

19.

We commit to:

a)

ensuring that everyone has effective control of their personal and non-personal data in line with EU data protection rules and relevant EU law;

| b) | ensuring effectively the possibility for individuals to easily move their personal and non-personal data between different digital services in line with portability rights; |
| --- | --- |

b)

ensuring effectively the possibility for individuals to easily move their personal and non-personal data between different digital services in line with portability rights;

| c) | effectively protecting communications from unauthorised third party access; |
| --- | --- |

c)

effectively protecting communications from unauthorised third party access;

| d) | prohibiting unlawful identification as well as unlawful retention of activity records. |
| --- | --- |

d)

prohibiting unlawful identification as well as unlawful retention of activity records.

Protection and empowerment of children and young people in the digital environment

| 20. | Children and young people should be empowered to make safe and informed choices and express their creativity in the digital environment. |
| --- | --- |

20.

| 21. | Age-appropriate materials and services should improve experiences, well-being and participation of children and young people in the digital environment. |
| --- | --- |

21.

| 22. | Specific attention should be paid to the right of children and young people to be protected from all crimes, committed via or facilitated through digital technologies.
  We commit to:






  a) | providing opportunities to all children and young people to acquire the necessary skills and competences, including media literacy and critical thinking, in order to navigate and engage in the digital environment actively, safely and to make informed choices; |
| --- | --- | --- |

22.

We commit to:

a)

providing opportunities to all children and young people to acquire the necessary skills and competences, including media literacy and critical thinking, in order to navigate and engage in the digital environment actively, safely and to make informed choices;

| b) | promoting positive experiences for children and young people in an age-appropriate and safe digital environment; |
| --- | --- |

b)

promoting positive experiences for children and young people in an age-appropriate and safe digital environment;

| c) | protecting all children and young people against harmful and illegal content, exploitation, manipulation and abuse online, and preventing the digital space from being used to commit or facilitate crimes; |
| --- | --- |

c)

protecting all children and young people against harmful and illegal content, exploitation, manipulation and abuse online, and preventing the digital space from being used to commit or facilitate crimes;

| d) | protecting all children and young people against illegal tracking, profiling and targeting, in particular for commercial purposes; |
| --- | --- |

d)

protecting all children and young people against illegal tracking, profiling and targeting, in particular for commercial purposes;

| e) | involving children and young people in the development of digital policies that concern them. |
| --- | --- |

e)

involving children and young people in the development of digital policies that concern them.

CHAPTER VI

Sustainability

| 23. | To avoid significant harm to the environment, and to promote a circular economy, digital products and services should be designed, produced, used, repaired, recycled and disposed of in a way that mitigates their negative impact on the environment and on society and avoids premature obsolescence. |
| --- | --- |

23.

| 24. | Everyone should have access to accurate, easy-to-understand information on the environmental impact and energy consumption of digital products and services, their reparability and lifetime, allowing them to make responsible choices.
  We commit to:






  a) | supporting the development and use of sustainable digital technologies that have minimal negative environmental and social impact; |
| --- | --- | --- |

24.

We commit to:

a)

supporting the development and use of sustainable digital technologies that have minimal negative environmental and social impact;

| b) | incentivising sustainable consumer choices and business models, and fostering sustainable and responsible corporate behaviour throughout global value chains of digital products and services, including with a view to combating forced labour; |
| --- | --- |

b)

incentivising sustainable consumer choices and business models, and fostering sustainable and responsible corporate behaviour throughout global value chains of digital products and services, including with a view to combating forced labour;

| c) | promoting the development, deployment and active use of innovative digital technologies with a positive impact on the environment and climate, in order to accelerate the green transition; |
| --- | --- |

c)

promoting the development, deployment and active use of innovative digital technologies with a positive impact on the environment and climate, in order to accelerate the green transition;

| d) | promoting sustainability standards and labels for digital products and services. |
| --- | --- |

d)

promoting sustainability standards and labels for digital products and services.

---

(1)  2020/2216(INI); 2020/2018(INL); 2020/2019(INL); 2020/2022(INI); 2020/2012(INL); 2020/2014(INL); 2020/2015 (INI); 2020/2017 (INI); 2019/2186(INI); 2019/2181(INL); 2022/2266 (INI)

---

IV Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 23.1.2023 | EN | Official Journal of the European Union | C 23/8 |
| --- | --- | --- | --- |

23.1.2023

EN

Official Journal of the European Union

C 23/8

---

Euro exchange rates (1)

20 January 2023

(2023/C 23/02)

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,0826 |
| JPY | Japanese yen | 140,86 |
| DKK | Danish krone | 7,4391 |
| GBP | Pound sterling | 0,87600 |
| SEK | Swedish krona | 11,1655 |
| CHF | Swiss franc | 0,9962 |
| ISK | Iceland króna | 154,30 |
| NOK | Norwegian krone | 10,7135 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 23,922 |
| HUF | Hungarian forint | 395,88 |
| PLN | Polish zloty | 4,7100 |
| RON | Romanian leu | 4,9258 |
| TRY | Turkish lira | 20,3566 |
| AUD | Australian dollar | 1,5619 |
| CAD | Canadian dollar | 1,4583 |
| HKD | Hong Kong dollar | 8,4775 |
| NZD | New Zealand dollar | 1,6852 |
| SGD | Singapore dollar | 1,4311 |
| KRW | South Korean won | 1 336,47 |
| ZAR | South African rand | 18,5770 |
| CNY | Chinese yuan renminbi | 7,3425 |
| IDR | Indonesian rupiah | 16 367,67 |
| MYR | Malaysian ringgit | 4,6395 |
| PHP | Philippine peso | 58,958 |
| RUB | Russian rouble | |
| THB | Thai baht | 35,455 |
| BRL | Brazilian real | 5,6271 |
| MXN | Mexican peso | 20,4865 |
| INR | Indian rupee | 87,8170 |

Currency

Exchange rate

USD

US dollar

1,0826

JPY

Japanese yen

140,86

DKK

Danish krone

7,4391

GBP

Pound sterling

0,87600

SEK

Swedish krona

11,1655

CHF

Swiss franc

0,9962

ISK

Iceland króna

154,30

NOK

Norwegian krone

10,7135

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

23,922

HUF

Hungarian forint

395,88

PLN

Polish zloty

4,7100

RON

Romanian leu

4,9258

TRY

Turkish lira

20,3566

AUD

Australian dollar

1,5619

CAD

Canadian dollar

1,4583

HKD

Hong Kong dollar

8,4775

NZD

New Zealand dollar

1,6852

SGD

Singapore dollar

1,4311

KRW

South Korean won

1 336,47

ZAR

South African rand

18,5770

CNY

Chinese yuan renminbi

7,3425

IDR

Indonesian rupiah

16 367,67

MYR

Malaysian ringgit

4,6395

PHP

Philippine peso

58,958

RUB

Russian rouble

THB

Thai baht

35,455

BRL

Brazilian real

5,6271

MXN

Mexican peso

20,4865

INR

Indian rupee

87,8170

---

(1)  Source: reference exchange rate published by the ECB.

---

| 23.1.2023 | EN | Official Journal of the European Union | C 23/9 |
| --- | --- | --- | --- |

23.1.2023

EN

Official Journal of the European Union

C 23/9

---

Summary of Commission Decision

of 19 January 2022

rejecting its jurisdiction within the meaning of Articles 1 and 4 of Council Regulation (EC) No 139/2004 (1)

(Case C.1887 — Mediaset — Article 265 Invitation to Act)

(notified under document C(2022) 307)

(Text with EEA relevance)

(2023/C 23/03)

(1)

On 19 November 2021, the European Commission (‘Commission’) received an invitation to act (‘Invitation to Act’) from MFE – MEDIAFOREUROPE N.V., formerly Mediaset N.V., (‘Mediaset’, Netherlands), pursuant to Article 265 TFEU, requesting the Commission to decide on whether it has jurisdiction to review the proposed concentration concerning Télévision Française 1 S.A. (‘TF1’, France) and Métropole Télévision S.A. (‘M6’, France) (‘Transaction’).

1.   THE PARTIES AND THE TRANSACTION

THE PARTIES AND THE TRANSACTION

| (2) | TF1 is solely controlled by Bouygues S.A. (‘Bouygues’), which holds a participation of 43,7 % in TF1. Bouygues is active in the construction, telecommunications and media sectors. TF1 has, as its main activity, directly or through its subsidiaries, the wholesale supply of television channels. TF1 also operates other activities related to its main activity as a television broadcaster, including the production of audio-visual and cinematographic content, the acquisition of audio-visual rights, the marketing of advertising space, the editing and distribution of DVDs and music CDs, the development of antenna derived products and the development of digital and interactive services. |
| --- | --- |

(2)

TF1 is solely controlled by Bouygues S.A. (‘Bouygues’), which holds a participation of 43,7 % in TF1. Bouygues is active in the construction, telecommunications and media sectors. TF1 has, as its main activity, directly or through its subsidiaries, the wholesale supply of television channels. TF1 also operates other activities related to its main activity as a television broadcaster, including the production of audio-visual and cinematographic content, the acquisition of audio-visual rights, the marketing of advertising space, the editing and distribution of DVDs and music CDs, the development of antenna derived products and the development of digital and interactive services.

| (3) | M6 is solely controlled by RTL Group S.A. (‘RTL’), which holds a participation of 48,26 % in M6 and which is, in turn, solely controlled by Bertelsmann SE & Co. KGaA (‘Bertelsmann’), which holds a participation of 76,28 % in RTL. M6 has, as its main activity, directly or through its subsidiaries, the wholesale supply of television channels. In addition, M6 operates a series of activities linked to its main activity as a television broadcaster including the production of audio-visual and cinematographic content, the acquisition of audio-visual rights, the marketing ofadvertising space, the editing and distribution of DVDs and music CDs, the development of antenna derived products and the development of digital services. Finally, M6 controls the radio group RTL France, which has several licences to broadcast radio programmes in France and develops various activities linked to the operation of these radio services. |
| --- | --- |

(3)

M6 is solely controlled by RTL Group S.A. (‘RTL’), which holds a participation of 48,26 % in M6 and which is, in turn, solely controlled by Bertelsmann SE & Co. KGaA (‘Bertelsmann’), which holds a participation of 76,28 % in RTL. M6 has, as its main activity, directly or through its subsidiaries, the wholesale supply of television channels. In addition, M6 operates a series of activities linked to its main activity as a television broadcaster including the production of audio-visual and cinematographic content, the acquisition of audio-visual rights, the marketing ofadvertising space, the editing and distribution of DVDs and music CDs, the development of antenna derived products and the development of digital services. Finally, M6 controls the radio group RTL France, which has several licences to broadcast radio programmes in France and develops various activities linked to the operation of these radio services.

| (4) | [Description of the Transaction]. After the Transaction, Bouygues will hold approximately 30 % of the capital of the Merged Entity, while Bertelsmann, via RTL, will hold approximately 16 % of the capital of the Merged Entity. |
| --- | --- |

(4)

[Description of the Transaction]. After the Transaction, Bouygues will hold approximately 30 % of the capital of the Merged Entity, while Bertelsmann, via RTL, will hold approximately 16 % of the capital of the Merged Entity.

2.   FACTS AND PROCEDURE

FACTS AND PROCEDURE

| (5) | On 17 May 2021, TF1, M6, Bouygues and RTL announced having signed an agreement to enter into exclusive negotiations to merge the activities of TF1 and M6. On 17 May 2021, Bouygues and RTL signed two Memoranda of Understanding. These Memoranda of Understanding were followed on 8 July 2021 by the signing of a Framework Agreement between Bouygues and RTL and a Business Combination Agreement between TF1 and M6 (‘Agreements’). Bouygues and RTL also agreed on a draft shareholders’ agreement to be entered into when the Transaction closes (‘SHA’). |
| --- | --- |

(5)

On 17 May 2021, TF1, M6, Bouygues and RTL announced having signed an agreement to enter into exclusive negotiations to merge the activities of TF1 and M6. On 17 May 2021, Bouygues and RTL signed two Memoranda of Understanding. These Memoranda of Understanding were followed on 8 July 2021 by the signing of a Framework Agreement between Bouygues and RTL and a Business Combination Agreement between TF1 and M6 (‘Agreements’). Bouygues and RTL also agreed on a draft shareholders’ agreement to be entered into when the Transaction closes (‘SHA’).

| (6) | On 29 October 2021, the French Competition Authority (‘ADLC’) sent a questionnaire to several market participants, including Mediaset, seeking their views on the Transaction. In the introduction to the questionnaire, the ADLC refers to the fact that ‘[t]he questionnaire concerns the proposed merger between TF1 and [M6]. The [Merged Entity] is solely controlled by [Bouygues]’. In view of this, the introduction of the market test states that ‘[t]he [Transaction] is subject to the approval of the [ADLC], which is, in France, the independent administrative authority responsible for competition regulation’. |
| --- | --- |

(6)

On 29 October 2021, the French Competition Authority (‘ADLC’) sent a questionnaire to several market participants, including Mediaset, seeking their views on the Transaction. In the introduction to the questionnaire, the ADLC refers to the fact that ‘[t]he questionnaire concerns the proposed merger between TF1 and [M6]. The [Merged Entity] is solely controlled by [Bouygues]’. In view of this, the introduction of the market test states that ‘[t]he [Transaction] is subject to the approval of the [ADLC], which is, in France, the independent administrative authority responsible for competition regulation’.

| (7) | On 19 November 2021, Mediaset sent the Invitation to Act to the Commission. In particular, Mediaset submits that, contrary to the ADLC’s conclusion, the Merged Entity will be jointly controlled by Bouygues and Bertelsmann and will therefore have an EU dimension. |
| --- | --- |

(7)

On 19 November 2021, Mediaset sent the Invitation to Act to the Commission. In particular, Mediaset submits that, contrary to the ADLC’s conclusion, the Merged Entity will be jointly controlled by Bouygues and Bertelsmann and will therefore have an EU dimension.

3.   EU DIMENSION

EU DIMENSION

3.1.   The legal background

The legal background

| (8) | Within the meaning of Article 4(1) of the Merger Regulation, the Commission has exclusive jurisdiction to assess concentrations with a Union dimension. Article 1 of the Merger Regulation sets two alternative sets of thresholds for determining whether a concentration has a Union dimension. |
| --- | --- |

(8)

Within the meaning of Article 4(1) of the Merger Regulation, the Commission has exclusive jurisdiction to assess concentrations with a Union dimension. Article 1 of the Merger Regulation sets two alternative sets of thresholds for determining whether a concentration has a Union dimension.

| (9) | Within the meaning of Article 1(2) of the Merger Regulation, a concentration has a Union dimension where (i) the combined aggregate worldwide turnover of all the undertakings concerned is more than EUR 5 000 million; and (ii) the aggregate Union-wide turnover of each of at least two of the undertakings concerned is more than EUR 250 million, unless each of the undertakings concerned achieves more than two-thirds of its total turnover in the Union within a single Member State. |
| --- | --- |

(9)

Within the meaning of Article 1(2) of the Merger Regulation, a concentration has a Union dimension where (i) the combined aggregate worldwide turnover of all the undertakings concerned is more than EUR 5 000 million; and (ii) the aggregate Union-wide turnover of each of at least two of the undertakings concerned is more than EUR 250 million, unless each of the undertakings concerned achieves more than two-thirds of its total turnover in the Union within a single Member State.

| (10) | A concentration which does not meet the thresholds laid down in Article 1(2) of the Merger Regulation shall have a Union dimension within the meaning of Article 1(3) where: (i) the combined aggregate worldwide turnover of all the undertakings concerned is more than EUR 2 500 million; (ii) in each of at least three Member States, the combined aggregate turnover of all the undertakings concerned is more than EUR 100 million; (iii) in each of at least three Member States included for the purpose of point (ii), the aggregate turnover of each of at least two of the undertakings concerned is more than EUR 25 million; and (iv) the aggregate Union-wide turnover of each of at least two of the undertakings concerned is more than EUR 100 million; unless each of the undertakings concerned achieves more than two-thirds of its aggregate Union-wide turnover within one and the same Member State. |
| --- | --- |

(10)

A concentration which does not meet the thresholds laid down in Article 1(2) of the Merger Regulation shall have a Union dimension within the meaning of Article 1(3) where: (i) the combined aggregate worldwide turnover of all the undertakings concerned is more than EUR 2 500 million; (ii) in each of at least three Member States, the combined aggregate turnover of all the undertakings concerned is more than EUR 100 million; (iii) in each of at least three Member States included for the purpose of point (ii), the aggregate turnover of each of at least two of the undertakings concerned is more than EUR 25 million; and (iv) the aggregate Union-wide turnover of each of at least two of the undertakings concerned is more than EUR 100 million; unless each of the undertakings concerned achieves more than two-thirds of its aggregate Union-wide turnover within one and the same Member State.

| (11) | For the purpose of determining jurisdiction, the undertakings concerned are those participating in a concentration, i.e. a merger or an acquisition of control as foreseen in Article 3(1) of the Merger Regulation (2). |
| --- | --- |

(11)

For the purpose of determining jurisdiction, the undertakings concerned are those participating in a concentration, i.e. a merger or an acquisition of control as foreseen in Article 3(1) of the Merger Regulation (2

| (12) | In the context of the acquisition of sole control, the undertakings concerned are both the acquiring undertaking and the target undertaking (3). |
| --- | --- |

(12)

In the context of the acquisition of sole control, the undertakings concerned are both the acquiring undertaking and the target undertaking (3

| (13) | In the context of the acquisition of joint control over a newly created joint venture where one undertaking contributes a pre-existing subsidiary or a business over which it previously exercised sole control, the undertakings concerned are each of the companies acquiring control of the newly set-up joint venture. In this case, the turnover of the contributed subsidiary or business forms part of the turnover of the initial parent company (4). |
| --- | --- |

(13)

In the context of the acquisition of joint control over a newly created joint venture where one undertaking contributes a pre-existing subsidiary or a business over which it previously exercised sole control, the undertakings concerned are each of the companies acquiring control of the newly set-up joint venture. In this case, the turnover of the contributed subsidiary or business forms part of the turnover of the initial parent company (4

3.2.   Turnover

Turnover

| (14) | In 2020, Bouygues had a worldwide turnover of EUR 34 700 million, a turnover of EUR [turnover figure] million in the Union and a turnover of EUR [turnover figure] million in France. Bouygues thus achieves more than two-thirds of its total turnover in the Union in France. |
| --- | --- |

(14)

In 2020, Bouygues had a worldwide turnover of EUR 34 700 million, a turnover of EUR [turnover figure] million in the Union and a turnover of EUR [turnover figure] million in France. Bouygues thus achieves more than two-thirds of its total turnover in the Union in France.

| (15) | In 2020, Bertelsmann achieved a worldwide turnover of EUR 17 300 million, a turnover of EUR [turnover figure] million in the Union and EUR [turnover figure] million in France. Thus, Bertelsmann does not achieve more than two-thirds of its total turnover in the Union in France. |
| --- | --- |

(15)

In 2020, Bertelsmann achieved a worldwide turnover of EUR 17 300 million, a turnover of EUR [turnover figure] million in the Union and EUR [turnover figure] million in France. Thus, Bertelsmann does not achieve more than two-thirds of its total turnover in the Union in France.

| (16) | In 2020, M6 achieved a worldwide turnover of EUR 1 274 million, a turnover of EUR [turnover figure] million in the Union and a turnover of EUR [turnover figure] million in France. M6 thus achieves more than two-thirds of its total turnover in the Union in France. |
| --- | --- |

(16)

In 2020, M6 achieved a worldwide turnover of EUR 1 274 million, a turnover of EUR [turnover figure] million in the Union and a turnover of EUR [turnover figure] million in France. M6 thus achieves more than two-thirds of its total turnover in the Union in France.

| (17) | The Commission notes that irrespective of whether the turnovers of (i) Bouygues and M6; or, (ii) Bouygues and Bertelsmann are taken into account, the thresholds laid down in Article 1(2)(a) and (b) are exceeded. However, by taking into account only Bouygues’s and M6’s turnover, the Transaction would not have a Union dimension, since Bouygues and M6 achieve more than two-thirds of their turnover in the Union in France. Taking into account the turnover of Bouygues and Bertelsmann, the Transaction would have a Union dimension, since Bertelsmann does not achieve more than two-thirds of its turnover in the Union in France. |
| --- | --- |

(17)

The Commission notes that irrespective of whether the turnovers of (i) Bouygues and M6; or, (ii) Bouygues and Bertelsmann are taken into account, the thresholds laid down in Article 1(2)(a) and (b) are exceeded. However, by taking into account only Bouygues’s and M6’s turnover, the Transaction would not have a Union dimension, since Bouygues and M6 achieve more than two-thirds of their turnover in the Union in France. Taking into account the turnover of Bouygues and Bertelsmann, the Transaction would have a Union dimension, since Bertelsmann does not achieve more than two-thirds of its turnover in the Union in France.

| (18) | It is therefore necessary to determine which undertakings are concerned by the Transaction. |
| --- | --- |

(18)

It is therefore necessary to determine which undertakings are concerned by the Transaction.

3.3.   The undertakings concerned by the transaction

The undertakings concerned by the transaction

| (19) | The ADLC and Bouygues consider that the Merged Entity will be solely controlled by Bouygues (5). In this case, the undertakings concerned would be Bouygues and M6 and the concentration would not have a Union dimension. |
| --- | --- |

(19)

The ADLC and Bouygues consider that the Merged Entity will be solely controlled by Bouygues (5

| (20) | On the contrary, Mediaset argues that the Merged Entity will be jointly controlled by Bouygues and Bertelsmann (6). In that case, the undertakings concerned would be Bouygues and Bertelsmann (7) and the concentration would have a Union dimension. |
| --- | --- |

(20)

On the contrary, Mediaset argues that the Merged Entity will be jointly controlled by Bouygues and Bertelsmann (6

7

| (21) | In order to determine the scope of the undertakings concerned by the Transaction, it is first necessary to determine the nature of the control which will be exercised over the Merged Entity. |
| --- | --- |

(21)

In order to determine the scope of the undertakings concerned by the Transaction, it is first necessary to determine the nature of the control which will be exercised over the Merged Entity.

3.3.1.   The nature of control over the Merged Entity

The nature of control over the Merged Entity

3.3.1.1.   Introduction on the governance structure of the Merged Entity

Introduction on the governance structure of the Merged Entity

| (22) | After the Transaction, Bouygues will hold approximately 30 % of the capital of the Merged Entity, while Bertelsmann, via RTL, will hold approximately 16 % of the capital of the Merged Entity. |
| --- | --- |

(22)

After the Transaction, Bouygues will hold approximately 30 % of the capital of the Merged Entity, while Bertelsmann, via RTL, will hold approximately 16 % of the capital of the Merged Entity.

| (23) | With regards to the general meeting of the Merged Entity (‘General Meeting’), Article 2.5 of the SHA provides that Bouygues and Bertelsmann shall, prior to any General Meeting, agree on a common position on all items on the agenda. In the event of disagreement, Bertelsmann will, in principle, have to vote following the direction of Bouygues. |
| --- | --- |

(23)

With regards to the general meeting of the Merged Entity (‘General Meeting’), Article 2.5 of the SHA provides that Bouygues and Bertelsmann shall, prior to any General Meeting, agree on a common position on all items on the agenda. In the event of disagreement, Bertelsmann will, in principle, have to vote following the direction of Bouygues.

| (24) | The board of directors of the Merged Entity (‘Board of Directors’) will be composed of 12 members. Bouygues will have the right to appoint 4 directors, including the Chief Executive Officer and Chairman of the Board of Directors (‘CEO’), (8) and to propose 2 independent directors. Bertelsmann will have the right to appoint 2 directors, including the Vice-Chairman of the Board of Directors and to propose [number of independent directors proposed by Bertelsmann]. In accordance with Article 2.1.4 of the SHA, decisions by the Board of Directors are adopted by a majority of the votes casted. In the event of parity, the CEO shall have a casting vote. Article 2.1.2 of the SHA provides that Bouygues and Bertelsmann will have to agree on a common position on all items on the agenda of the Board of Directors. In the event of disagreement, Bertelsmann will, in principle, have to vote following the direction of Bouygues. |
| --- | --- |

(24)

The board of directors of the Merged Entity (‘Board of Directors’) will be composed of 12 members. Bouygues will have the right to appoint 4 directors, including the Chief Executive Officer and Chairman of the Board of Directors (‘CEO’), (8

3.3.1.2.   Mediaset’s arguments

Mediaset’s arguments

| (25) | Mediaset considers that the Merged Entity will be jointly controlled by Bouygues and Bertelsmann for the following reasons. |
| --- | --- |

(25)

Mediaset considers that the Merged Entity will be jointly controlled by Bouygues and Bertelsmann for the following reasons.

| (26) | First, Mediaset submits that the structure of the Transaction leads to the conclusion that Bouygues and Bertelsmann will have joint control over the Merged Entity. In particular, according to Mediaset, Bouygues will be unable to solely control the Merged Entity as it will only control 30 % of the share capital of the Merged Entity. Mediaset points out that, after the conclusion of the Transaction, Bertelsmann (through RTL) will hold 16 % of the capital of the Merged Entity. Bertelsmann will therefore be the second largest shareholder of the Merged Entity. |
| --- | --- |

(26)

First, Mediaset submits that the structure of the Transaction leads to the conclusion that Bouygues and Bertelsmann will have joint control over the Merged Entity. In particular, according to Mediaset, Bouygues will be unable to solely control the Merged Entity as it will only control 30 % of the share capital of the Merged Entity. Mediaset points out that, after the conclusion of the Transaction, Bertelsmann (through RTL) will hold 16 % of the capital of the Merged Entity. Bertelsmann will therefore be the second largest shareholder of the Merged Entity.

| (27) | Second, Mediaset submits that Bertelsmann will be a key and strategic shareholder of the Merged Entity. Mediaset considers that it is apparent, in particular, from an interview with Thomas Rabe, President and Director-General (‘CEO’) of Bertelsmann and Olivier Roussat, Director-General (‘DG’) of Bouygues, that Bouygues and Bertelsmann consider themselves to be long-term partners, with a shared view of the markets (9). This was reflected in a presentation to investors in which TF1 and M6 claimed that RTL will remain a long-term strategic shareholder (10). According to Mediaset, this is further evidenced by the implementation of a concerted action within the meaning of Article L.233-10 of the French Commercial Code (11). The existence of such a concerted action is, moreover, an indication used by the ADLC in assessing the nature of the control exercised by one or more undertakings over another undertaking (12). |
| --- | --- |

(27)

Second, Mediaset submits that Bertelsmann will be a key and strategic shareholder of the Merged Entity. Mediaset considers that it is apparent, in particular, from an interview with Thomas Rabe, President and Director-General (‘CEO’) of Bertelsmann and Olivier Roussat, Director-General (‘DG’) of Bouygues, that Bouygues and Bertelsmann consider themselves to be long-term partners, with a shared view of the markets (9

10

11

12

| (28) | Third, Mediaset considers that Bertelsmann will be significantly represented in the governance bodies of the Merged Entity (13). Mediaset notes that the first CEO of the Merged Entity would be Mr Nicolas de Tavernost, the current president of M6. Mediaset also notes that the number of directors granted to Bouygues and Bertelsmann individually (according to Mediaset, four and two directors respectively) does not allow Bouygues or Bertelsmann to act individually, as the Board of Directors will be composed of 12 directors (14). |
| --- | --- |

(28)

Third, Mediaset considers that Bertelsmann will be significantly represented in the governance bodies of the Merged Entity (13

14

| (29) | Finally, Mediaset claims that Bouygues and Bertelsmann have agreed on a common strategy, as substantiated in the press release and investor presentations (15). |
| --- | --- |

(29)

Finally, Mediaset claims that Bouygues and Bertelsmann have agreed on a common strategy, as substantiated in the press release and investor presentations (15

3.3.1.3.   The arguments of the ADLC and Bouygues

The arguments of the ADLC and Bouygues

| (30) | The ADLC and Bouygues consider that the Transaction is structured in such a way as to ensure that Bouygues has sole control over the Merged Entity (16). |
| --- | --- |

(30)

The ADLC and Bouygues consider that the Transaction is structured in such a way as to ensure that Bouygues has sole control over the Merged Entity (16

| (31) | With regard to the General Meeting, Bouygues stressed that, pursuant to Article 2.5 of the SHA, Bouygues and Bertelsmann will have to consult each other before any General Meeting in order to try to define a common position on each item on the agenda. In the event of a disagreement between Bouygues and Bertelsmann, the position proposed by Bouygues will prevail and Bertelsmann will be obliged to vote in favour of the decisions sought by Bouygues (17). An analysis of the historical participation rates in the General Meetings of TF1 and M6 would lead to the conclusion that the combined voting rights of Bouygues and Bertelsmann will give both undertakings a de facto majority at the General Meetings. |
| --- | --- |

(31)

With regard to the General Meeting, Bouygues stressed that, pursuant to Article 2.5 of the SHA, Bouygues and Bertelsmann will have to consult each other before any General Meeting in order to try to define a common position on each item on the agenda. In the event of a disagreement between Bouygues and Bertelsmann, the position proposed by Bouygues will prevail and Bertelsmann will be obliged to vote in favour of the decisions sought by Bouygues (17

de facto

| (32) | As regards the Board of Directors, Bouygues notes that Article 2.1.1 of the SHA provides that the Board of Directors of the Merged Entity will be composed of 12 members, half of which will be appointed by Bouygues, including its chairman with a casting vote (18). |
| --- | --- |

(32)

As regards the Board of Directors, Bouygues notes that Article 2.1.1 of the SHA provides that the Board of Directors of the Merged Entity will be composed of 12 members, half of which will be appointed by Bouygues, including its chairman with a casting vote (18

| (33) | Similarly to the preparation of the General Meetings, Bouygues states that the SHA mandates for a concertation between Bouygues and Bertelsmann prior to any meeting of the Board of Directors (19). In the event of disagreement between Bouygues and Bertelsmann, the position proposed by Bouygues will prevail and Bertelsmann must align its vote with Bouygues’ vote (20). Bertelsmann may only deviate from Bouygues’ position in exceptional circumstances. In particular, Article 2.1.2 of the SHA provides that Bertelsmann will not be required to follow Bouygues’s position if Bertelsmann or one of its representatives on the Board of Directors considers that the decision would be illegal or inconsistent with the corporate interest of the Merged Entity (21). Moreover, Bouygues submits that Article 2.1.4 contains a list of matters over which Bertelsmann will not be required to align its vote with the position of Bouygues, but this should concern only exceptional decisions likely to affect the value of the Merged Entity and designed to protect the interests of a minority shareholder (22). |
| --- | --- |

(33)

Similarly to the preparation of the General Meetings, Bouygues states that the SHA mandates for a concertation between Bouygues and Bertelsmann prior to any meeting of the Board of Directors (19

20

21

22

| (34) | Finally, Bouygues states that it will solely control all the strategic decisions of the Merged Entity, including the business plan and the budget, the investments and the appointment of the managers. In that regard, Bouygues points out that the facts relied on by Mediaset in order to conclude that there was a common strategy between Bouygues and Bertelsmann are based on press releases which do not contain the entire content of the Agreements and the SHA (23). |
| --- | --- |

(34)

Finally, Bouygues states that it will solely control all the strategic decisions of the Merged Entity, including the business plan and the budget, the investments and the appointment of the managers. In that regard, Bouygues points out that the facts relied on by Mediaset in order to conclude that there was a common strategy between Bouygues and Bertelsmann are based on press releases which do not contain the entire content of the Agreements and the SHA (23

3.3.1.4.   Commission’s assessment

Commission’s assessment

(A)   The legal background

| (35) | The Consolidated Jurisdictional Notice establishes that joint control exists where two or more undertakings or persons have the possibility to exercise decisive influence over another undertaking. By decisive influence, the Commission usually means the power to block decisions that determine the strategic commercial behaviour of an undertaking. Undertakings which acquire joint control of another undertaking must therefore reach a common understanding in determining the commercial policy of the joint venture and are required to cooperate (24). |
| --- | --- |

(35)

The Consolidated Jurisdictional Notice establishes that joint control exists where two or more undertakings or persons have the possibility to exercise decisive influence over another undertaking. By decisive influence, the Commission usually means the power to block decisions that determine the strategic commercial behaviour of an undertaking. Undertakings which acquire joint control of another undertaking must therefore reach a common understanding in determining the commercial policy of the joint venture and are required to cooperate (24

| (36) | The Commission uses several criteria to determine the existence of joint control. |
| --- | --- |

(36)

The Commission uses several criteria to determine the existence of joint control.

| (37) | While there may be joint control where two undertakings have equal voting or appointment rights in decision-making bodies, the Commission does not consider this a necessary condition. Therefore, there may be joint control even where there is no equality between the two parent companies in votes or in representation in decision-making bodies. This is particularly the case where minority shareholders have additional rights which allow them to veto decisions which are essential for the strategic commercial behaviour of the joint venture (25). Veto rights that give rise to joint control usually concern decisions on issues such as the budget, the business plan, major investments or the appointment of senior management. |
| --- | --- |

(37)

While there may be joint control where two undertakings have equal voting or appointment rights in decision-making bodies, the Commission does not consider this a necessary condition. Therefore, there may be joint control even where there is no equality between the two parent companies in votes or in representation in decision-making bodies. This is particularly the case where minority shareholders have additional rights which allow them to veto decisions which are essential for the strategic commercial behaviour of the joint venture (25

| (38) | Furthermore, the Commission considers that the joint exercise of voting rights may give rise to joint control. Thus, even in the absence of specific veto rights, two or more undertakings acquiring minority shareholdings in another undertaking may obtain joint control (26). This may be the case where the minority shareholdings together provide the means for controlling the target undertaking. Such concertation may result from a legally binding agreement or be demonstrated on the basis of factual circumstances, in particular when a strong common interest exists between the minority shareholders (27). |
| --- | --- |

(38)

Furthermore, the Commission considers that the joint exercise of voting rights may give rise to joint control. Thus, even in the absence of specific veto rights, two or more undertakings acquiring minority shareholdings in another undertaking may obtain joint control (26

27

| (39) | Finally, the Commission takes into account other factors, including the existence of a casting vote (28). For joint control to exist, there should not be a casting vote for one parent company only as this would lead to sole control of the company enjoying the casting vote (29). However, there may be joint control if, in practice, the relevance and effectiveness of that casting vote are limited (30). |
| --- | --- |

(39)

Finally, the Commission takes into account other factors, including the existence of a casting vote (28

29

30

(B)   Bertelsmann’s veto rights in the Merged Entity

| (40) | As explained in paragraphs (22)-(24) above and unless otherwise provided, Bertelsmann will have to vote in the same direction as Bouygues both at Board of Directors meeting and at the General Meeting. |
| --- | --- |

(40)

As explained in paragraphs (22)-(24) above and unless otherwise provided, Bertelsmann will have to vote in the same direction as Bouygues both at Board of Directors meeting and at the General Meeting.

| (41) | In exceptional circumstances, Article 2.1.4 of the SHA provides for a mechanism enabling Bertelsmann [...] to vote against a proposal for a set number of matters (31). The Commission considers that this mechanism is similar to a veto right for Bertelsmann on these matters. [Details on the SHA] (32). Thus, Bertelsmann will have a veto right on the matters listed in Article 2.1.4 of the SHA. |
| --- | --- |

(41)

In exceptional circumstances, Article 2.1.4 of the SHA provides for a mechanism enabling Bertelsmann [...] to vote against a proposal for a set number of matters (31

32

| (42) | First of all, Article 2.1.4 of the SHA contains a list of matters on which Bertelsmann will exceptionally have a veto right. This concerns in particular the amendment of the articles of association, the replacement of auditors, any change in the dividend distribution policy, any change in the governance rules, any increase in the share capital, a significant increase in debt and the commitment of the Merged Entity to any new business which does not fall within its object. With regard to these veto rights, the Commission notes that, in accordance with paragraph 66 of the Consolidated Jurisdictional Notice, these matters do not concern the strategic decisions of the Merged Entity. Bertelsmann’s veto right applies to matters that concern the existence of the Merged Entity and thus cannot, as such, confer on it joint control over the Merged Entity. Rather, these veto rights correspond to those normally granted to minority shareholders to protect their financial interests as investors in the joint venture. |
| --- | --- |

(42)

First of all, Article 2.1.4 of the SHA contains a list of matters on which Bertelsmann will exceptionally have a veto right. This concerns in particular the amendment of the articles of association, the replacement of auditors, any change in the dividend distribution policy, any change in the governance rules, any increase in the share capital, a significant increase in debt and the commitment of the Merged Entity to any new business which does not fall within its object. With regard to these veto rights, the Commission notes that, in accordance with paragraph 66 of the Consolidated Jurisdictional Notice, these matters do not concern the strategic decisions of the Merged Entity. Bertelsmann’s veto right applies to matters that concern the existence of the Merged Entity and thus cannot, as such, confer on it joint control over the Merged Entity. Rather, these veto rights correspond to those normally granted to minority shareholders to protect their financial interests as investors in the joint venture.

| (43) | Article 2.1.4 of the SHA also grants Bertelsmann veto rights in respect of certain types of investments. In particular, Bertelsmann will retain the right not to follow Bouygues’ proposal for (i) any investment, sale or acquisitions of shares, businesses and assets for an amount exceeding EUR [amount of the threshold] per transaction; (ii) any acquisitions of rights in audio-visual content exceeding EUR [amount of the threshold] per transaction per year; (iii) any commercial distribution arrangement exceeding EUR [amount of the threshold] per transaction per year; (iv) the creation of any joint venture or partnership, or other guarantee, for an amount exceeding EUR [amount of the threshold]; and any commencing of litigation concerning an amount exceeding EUR [amount of the threshold]. In this respect, the Commission notes that the thresholds set out in the SHA were never exceeded by M6 and very exceptionally by TF1 during the last ten years (33). Bertelsmann’s veto rights are therefore not such as to grant it a veto over the normal conduct of the Merged Entity’s business. Given the amounts set, these veto rights correspond to rights that ordinarily protect minority shareholders. |
| --- | --- |

(43)

Article 2.1.4 of the SHA also grants Bertelsmann veto rights in respect of certain types of investments. In particular, Bertelsmann will retain the right not to follow Bouygues’ proposal for (i) any investment, sale or acquisitions of shares, businesses and assets for an amount exceeding EUR [amount of the threshold] per transaction; (ii) any acquisitions of rights in audio-visual content exceeding EUR [amount of the threshold] per transaction per year; (iii) any commercial distribution arrangement exceeding EUR [amount of the threshold] per transaction per year; (iv) the creation of any joint venture or partnership, or other guarantee, for an amount exceeding EUR [amount of the threshold]; and any commencing of litigation concerning an amount exceeding EUR [amount of the threshold]. In this respect, the Commission notes that the thresholds set out in the SHA were never exceeded by M6 and very exceptionally by TF1 during the last ten years (33

| (44) | Thus, in light of the above, the Commission considers that Bertelsmann will not exercise joint control over the Merged Entity because of the veto rights set out in Article 2.1.4 of the SHA. |
| --- | --- |

(44)

Thus, in light of the above, the Commission considers that Bertelsmann will not exercise joint control over the Merged Entity because of the veto rights set out in Article 2.1.4 of the SHA.

| (45) | The first CEO of the Merged Entity will be appointed by Bouygues and Bertelsmann (34). He will be one of the four members of the Board of Directors appointed by Bouygues. During the Lock-up Period, (35) Bouygues may, following discussions with Bertelsmann but without the latter having a right to veto the final decision, dismiss the Merged Entity’s CEO. As regards the appointment of future CEOs, Bouygues will have to propose a list of [...] candidates [...]. Bertelsmann will be able to veto one of the candidates from the list (36). Bouygues will therefore have the final say on the choice [of the CEO], unless Bertelsmann considers that there are serious ethical concerns on the candidate (37). [...] (38). It follows that, both during and after the Lock-up Period, Bouygues will have the final say with regards to the appointment and dismissal of the CEO of the Merged Entity. Bertelsmann will only have a veto right on [...] and on the appointment of a candidate on whom Bertelsmann considers that there are serious ethical concerns. Furthermore, Bertelsmann will have no veto over the dismissal of the CEO. Thus, Bertelsmann’s veto rights in the process of appointing the Merged Entity’s CEO are akin to a right of consultation, compatible with rights usually granted to ordinarily protect the interests of minority shareholders. The Commission also notes that Bouygues will be able to remove the first CEO of the Merged Entity without delay. |
| --- | --- |

(45)

The first CEO of the Merged Entity will be appointed by Bouygues and Bertelsmann (34

35

36

37

38

| (46) | Thus, the Commission considers that Bertelsmann will not exercise joint control over the Merged Entity due to its participation in the appointment and resignation of the Merged Entity’s CEO. |
| --- | --- |

(46)

Thus, the Commission considers that Bertelsmann will not exercise joint control over the Merged Entity due to its participation in the appointment and resignation of the Merged Entity’s CEO.

| (47) | As regards the business plan and the budget, the Commission notes that Article 2.2.1 of the SHA establishes an audit committee responsible for the preparation of the budget and the business plan, which will be composed of a director appointed by Bouygues and a director appointed by Bertelsmann (39). [Bouygues and Bertelsmann will agree on the first business plan] (40). Moreover, future business plans, which Bertelsmann can only object to if it considers the latter to be inconsistent with the corporate interest of the Merged Entity, (41) will have to respect the revenue, synergies and investment targets agreed upon by Bouygues and Bertelsmann [...] (42). Thus, [with regards to future business plans, Bouygues will be able to force its decision on the Board of Directors due to its casting vote] (43). These future business plans and budgets constitute strategic decisions of the Merged Entity. |
| --- | --- |

(47)

As regards the business plan and the budget, the Commission notes that Article 2.2.1 of the SHA establishes an audit committee responsible for the preparation of the budget and the business plan, which will be composed of a director appointed by Bouygues and a director appointed by Bertelsmann (39

40

41

42

43

| (48) | Thus, the Commission considers that Bertelsmann will not exercise joint control over the Merged Entity because of the mechanism for discussing and adopting the Merged Entity’s future business plans and budgets. |
| --- | --- |

(48)

Thus, the Commission considers that Bertelsmann will not exercise joint control over the Merged Entity because of the mechanism for discussing and adopting the Merged Entity’s future business plans and budgets.

| (49) | Therefore, the Commission notes that Bertelsmann does not have veto rights over the strategic decisions of the Merged Entity. |
| --- | --- |

(49)

Therefore, the Commission notes that Bertelsmann does not have veto rights over the strategic decisions of the Merged Entity.

(C)   Joint exercise of voting rights

| (50) | With regard to the General Meetings, apart from the reserved matters referred to in Article 2.1.4 of the SHA (discussed in paragraphs (42)-(44) above), Bertelsmann will not be able to oppose Bouygues. |
| --- | --- |

(50)

With regard to the General Meetings, apart from the reserved matters referred to in Article 2.1.4 of the SHA (discussed in paragraphs (42)-(44) above), Bertelsmann will not be able to oppose Bouygues.

| (51) | However, with regard to the Board of Directors, in addition to the reserved matters set out in Article 2.1.4 of the SHA and the appointment of the CEO of the Merged Entity (discussed in paragraphs (42)-(46) above), Bertelsmann has the right to object to any decision which Bertelsmann considers to be illegal or inconsistent with the corporate interest of the Merged Entity (Article 2.1.2 of the SHA). |
| --- | --- |

(51)

However, with regard to the Board of Directors, in addition to the reserved matters set out in Article 2.1.4 of the SHA and the appointment of the CEO of the Merged Entity (discussed in paragraphs (42)-(46) above), Bertelsmann has the right to object to any decision which Bertelsmann considers to be illegal or inconsistent with the corporate interest of the Merged Entity (Article 2.1.2 of the SHA).

| (52) | The corporate interest exception at Article 2.1.2 of the SHA is not subject to particular conditions. However, as explained by Bouygues, (i) the corporate interest exception is customary and not specific to the audio-visual sector; (ii) it is intended to apply only in extreme situations; (iii) since its objective is to avoid the personal civil and/or criminal liability of the directors appointed by Bertelsmann (44). As a result, the Commission considers that the corporate interest exception is limited in its material scope. |
| --- | --- |

(52)

The corporate interest exception at Article 2.1.2 of the SHA is not subject to particular conditions. However, as explained by Bouygues, (i) the corporate interest exception is customary and not specific to the audio-visual sector; (ii) it is intended to apply only in extreme situations; (iii) since its objective is to avoid the personal civil and/or criminal liability of the directors appointed by Bertelsmann (44

| (53) | It follows that Bertelsmann will not be able de jure to exercise decisive influence over the Merged Entity under the terms of the SHA. However, the Commission needs to assess whether the joint exercise of voting rights could also exist de facto. |
| --- | --- |

(53)

It follows that Bertelsmann will not be able de jure

de facto

| (54) | The Commission notes that Bertelsmann possesses the know-how in the audio-visual sector that goes beyond the activities of the Merged Entity. Moreover, even if Bertelsmann cannot impose its position, Bouygues and Bertelsmann will have to try to agree on a common voting position before each meeting of the Board of Directors or general assembly of the Merged Entity. In view of this, Bouygues and Bertelsmann may behave as a single entity in the decision-making bodies of the Merged Entity. In addition, the first CEO of the Merged Entity will continue to play a number of roles within Bertelsmann (45). |
| --- | --- |

(54)

The Commission notes that Bertelsmann possesses the know-how in the audio-visual sector that goes beyond the activities of the Merged Entity. Moreover, even if Bertelsmann cannot impose its position, Bouygues and Bertelsmann will have to try to agree on a common voting position before each meeting of the Board of Directors or general assembly of the Merged Entity. In view of this, Bouygues and Bertelsmann may behave as a single entity in the decision-making bodies of the Merged Entity. In addition, the first CEO of the Merged Entity will continue to play a number of roles within Bertelsmann (45

| (55) | However, the Commission notes that Bouygues has its own knowledge in the audio-visual sector and will not be dependent on Bertelsmann in that regard. Moreover, Bertelsmann will not have significant commercial relations with the Merged Entity (46). Finally, Bouygues retains the right to remove the CEO from the Merged Entity without Bertelsmann being able to oppose it. |
| --- | --- |

(55)

However, the Commission notes that Bouygues has its own knowledge in the audio-visual sector and will not be dependent on Bertelsmann in that regard. Moreover, Bertelsmann will not have significant commercial relations with the Merged Entity (46

| (56) | It follows that there is no evidence to support the existence of a strong common interest between Bouygues and Bertelsmann. |
| --- | --- |

(56)

It follows that there is no evidence to support the existence of a strong common interest between Bouygues and Bertelsmann.

| (57) | In the absence of such a common interest, the Commission considers that the possible emergence of shifting alliances between minority shareholders normally excludes an assumption of de facto joint control. In the present case, the Commission notes that it is possible that Bouygues and other minority shareholders may vote in a direction that is contrary to the position of Bertelsmann, both at the Board of Directors and the General Meeting. |
| --- | --- |

(57)

In the absence of such a common interest, the Commission considers that the possible emergence of shifting alliances between minority shareholders normally excludes an assumption of de facto

| (58) | Furthermore, the Commission notes that, in the event of disagreement between Bouygues and Bertelsmann, Bertelsmann is required to retain its shareholdings only during the Lock-up Period ([duration of the Lock-up Period]). At the end of that period, Bertelsmann will be able to sell its shares by giving Bouygues a pre-emption right for [amount of participations] of the shares. The remainder of the shares may be sold freely, [as long as the choice of the purchaser does not raise competition concerns]. Thus, in the event of disagreement, the Commission considers that the existence of the Merged Entity would not be affected. |
| --- | --- |

(58)

Furthermore, the Commission notes that, in the event of disagreement between Bouygues and Bertelsmann, Bertelsmann is required to retain its shareholdings only during the Lock-up Period ([duration of the Lock-up Period]). At the end of that period, Bertelsmann will be able to sell its shares by giving Bouygues a pre-emption right for [amount of participations] of the shares. The remainder of the shares may be sold freely, [as long as the choice of the purchaser does not raise competition concerns]. Thus, in the event of disagreement, the Commission considers that the existence of the Merged Entity would not be affected.

| (59) | Thus, the Commission concludes that the Agreements and the SHA do not give rise to a de facto joint exercise of voting rights in the Merged Entity. |
| --- | --- |

(59)

Thus, the Commission concludes that the Agreements and the SHA do not give rise to a de facto

(D)   The existence of a casting vote

| (60) | In any event, paragraph 82 of the Consolidated Jurisdictional Notice provides that the existence of joint control means that no casting vote is given to one of the parent companies, as this would result in sole control of the company with the casting vote. |
| --- | --- |

(60)

In any event, paragraph 82 of the Consolidated Jurisdictional Notice provides that the existence of joint control means that no casting vote is given to one of the parent companies, as this would result in sole control of the company with the casting vote.

| (61) | In the present case, Bouygues will control half of the Board of Directors, including the CEO, (47) which will have a casting vote. In that sense, Bertelsmann’s vote does not appear necessary to adopt a position of Bouygues on the Board of Directors, unless they are reserved matters within the meaning of Article 2.1.4 of the SHA (which are unable to grant joint control). Similarly, at the General Meeting, Bertelsmann will be able to oppose Bouygues’s position only on reserved matters within the meaning of Article 2.1.4 of the SHA (which are unable to grant joint control). |
| --- | --- |

(61)

In the present case, Bouygues will control half of the Board of Directors, including the CEO, (47

| (62) | Therefore, as a result of Bouygues’s casting vote, Bertelsmann will not have joint control over the Merged Entity. |
| --- | --- |

(62)

Therefore, as a result of Bouygues’s casting vote, Bertelsmann will not have joint control over the Merged Entity.

(E)   Sole control of the Merged Entity

| (63) | As indicated above, the Commission notes that Bouygues will have the power to appoint half of the Board of Directors of the Merged Entity. Due to the provisions of the French Commercial Code, (48) the CEO of the Merged Entity, who will be appointed by Bouygues, will have a casting vote in case of deadlock. In this sense, Bouygues will be able to impose its decisions on the Board of Directors of the Merged Entity. The Commission notes that these rights give Bouygues sole control over the Merged Entity. |
| --- | --- |

(63)

As indicated above, the Commission notes that Bouygues will have the power to appoint half of the Board of Directors of the Merged Entity. Due to the provisions of the French Commercial Code, (48

| (64) | Moreover, according to the provisions of Article 2.5 of the SHA and with the exception of matters reserved within the meaning of Article 2.1.4 of the SHA (which are unable to grant joint control), Bertelsmann will have to vote in the direction of Bouygues at the General Meetings. In this sense, Bouygues will effectively control about 46 % of the voting rights at the General Meeting of the Merged Entity. According to the historical consolidated statistics presented by Bouygues, this represents more than half of the voting rights actually represented at General Meetings (49). As a result, the Commission notes that Bouygues will also exercise de facto sole control over the Merged Entity. The following table shows the historical, consolidated statistics on the participation rate at the general meetings of TF1 and M6 since 2019.

  Table 1


  Historical consolidated statistics on the participation rate at the general meetings of TF1 and M6









  Year | Consolidated participation rate | Estimated rate of Bouygues’s shareholding | Bouygues’s shareholding in relation to the total consolidated participation rate |
| --- | --- | --- | --- | --- |
| 2021 | [...]% | 46 % | [More than half]% |
| 2020 | [...]% | 46 % | [More than half]% |
| 2019 | [...]% | 46 % | [More than half]% |
| Source: | Bouygues’s reply to RFI 1, question 3 |

(64)

Moreover, according to the provisions of Article 2.5 of the SHA and with the exception of matters reserved within the meaning of Article 2.1.4 of the SHA (which are unable to grant joint control), Bertelsmann will have to vote in the direction of Bouygues at the General Meetings. In this sense, Bouygues will effectively control about 46 % of the voting rights at the General Meeting of the Merged Entity. According to the historical consolidated statistics presented by Bouygues, this represents more than half of the voting rights actually represented at General Meetings (49

de facto

Table 1

Table 1

Historical consolidated statistics on the participation rate at the general meetings of TF1 and M6

Historical consolidated statistics on the participation rate at the general meetings of TF1 and M6

Year

Consolidated participation rate

Estimated rate of Bouygues’s shareholding

Bouygues’s shareholding in relation to the total consolidated participation rate

2021

[...]%

46 %

[More than half]%

2020

[...]%

46 %

[More than half]%

2019

[...]%

46 %

[More than half]%

Source:

Source:

Bouygues’s reply to RFI 1, question 3

| (65) | Thus, the Commission considers that Bouygues will have sole control of the Merged Entity, both in law and in fact. |
| --- | --- |

(65)

Thus, the Commission considers that Bouygues will have sole control of the Merged Entity, both in law and in fact.

(F)   Conclusion on the nature of the control over the Merged Entity

| (66) | For the reasons set out above, the Commission considers that the Merged Entity will be exclusively controlled by Bouygues. |
| --- | --- |

(66)

For the reasons set out above, the Commission considers that the Merged Entity will be exclusively controlled by Bouygues.

3.3.2.   Conclusion on the undertakings concerned by the Transaction

Conclusion on the undertakings concerned by the Transaction

| (67) | The Commission considers that, due to the exclusive nature of Bouygues’ control over the Merged Entity, the undertakings concerned by the Transaction are Bouygues (including TF1) as acquiring undertaking and M6 as target undertaking. |
| --- | --- |

(67)

The Commission considers that, due to the exclusive nature of Bouygues’ control over the Merged Entity, the undertakings concerned by the Transaction are Bouygues (including TF1) as acquiring undertaking and M6 as target undertaking.

3.4.   Conclusion on the EU dimension of the Transaction

Conclusion on the EU dimension of the Transaction

| (68) | Since both Bouygues and M6 achieve more than two-thirds of their turnover in France, the Commission considers that Transaction does not constitute a concentration with a Union dimension. |
| --- | --- |

(68)

Since both Bouygues and M6 achieve more than two-thirds of their turnover in France, the Commission considers that Transaction does not constitute a concentration with a Union dimension.

4.   CONCLUSION

CONCLUSION

| (69) | The Commission does not have jurisdiction to assess the Transaction. |
| --- | --- |

(69)

The Commission does not have jurisdiction to assess the Transaction.

| (70) | This Decision shall be notified to Mediaset and published in the Official Journal, excluding any confidential information or business secrets. |
| --- | --- |

(70)

This Decision shall be notified to Mediaset and published in the Official Journal, excluding any confidential information or business secrets.

---

(1)  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision.

1

(2)  Consolidated Notice on the Commission’s jurisdiction under the Merger Regulation (OJ C 95, 16.4.2008, p. 1), paragraph 129 (‘Consolidated Jurisdictional Notice’).

2

(3)  Consolidated Jurisdictional Notice, paragraph 134.

3

(4)  Consolidated Jurisdictional Notice, paragraph 139.

4

(5)  See the analysis by the ADLC of the applicability of the Merger Regulation to the Transaction of 3 December 2021, p. 7 and Bouygues’s Observations, Annex 1, page 7.

5

(6)  Invitation to Act, page 2-5.

6

(7)  Including M6.

7

(8)  The first CEO of the Merged Entity will be Nicolas de Tavernost, the current President of M6.

8

(9)  Invitation to Act, page 3.

9

(10)  Invitation to Act, page 3.

10

(11)  Invitation to Act, page 3.

11

(12)  Invitation to Act, page 3.

12

(13)  Invitation to Act, page 3.

13

(14)  Invitation to Act, pages 3-4.

14

(15)  Invitation to Act, page 4.

15

(16)  See the analysis of the applicability of the Merger Regulation to the ADLC Transaction of 3 December 2021, p. 7 and Bouygues’s response to the Commission’s request for observations (‘Bouygues’s Observations’), Annex 1, page 4.

16

(17)  Bouygues’s Observations, Annex 1, page 3.

17

(18)  Bouygues’s Observations, Annex 1, page 6.

18

(19)  Bouygues’s Observations, Annex 1, page 7.

19

(20)  Bouygues’s Observations, Annex 1, page 7.

20

(21)  Bouygues’s Observations, Annex 1, page 4.

21

(22)  Bouygues’s Observations, Annex 1, pages 7-8.

22

(23)  Bouygues’s Observations, Annex 1, page 9.

23

(24)  Consolidated Jurisdictional Notice, paragraph 62.

24

(25)  Consolidated Jurisdictional Notice, paragraph 65.

25

(26)  Consolidated Jurisdictional Notice, paragraph 74.

26

(27)  Consolidated Jurisdictional Notice, paragraphs 74-76.

27

(28)  Consolidated Jurisdictional Notice, paragraph 82.

28

(29)  Consolidated Jurisdictional Notice, paragraph 82.

29

(30)  Consolidated Jurisdictional Notice, paragraph 82.

30

(31)  This obligation does not extend to the independent directors proposed by Bouygues or Bertelsmann.

31

(32)  French Commercial Code, Article L.225-37.

32

(33)  Bouygues confirms that these thresholds have been exceeded only three times since 2011 by TF1, and have never been exceeded by M6. Furthermore, in response to RFI 1, Bouygues confirmed that, where relevant, consolidating historical data between groups TF1 and M6 does not lead to any further exceeding of the thresholds set out in Article 2.1.4 (see RFI 1, answer to question 2 and annex). Thus, the Commission considers that the thresholds are high enough not to give Bertelsmann a veto over the strategic decisions of the Merged Entity.

33

(34)  SHA, Article 2.3.

34

(35)  Article 3.2 of the SHA provides that, save in exceptional cases, Bertelsmann will have to retain its holdings in the Merged Entity for [a specific duration] (‘Lock-up Period’).

35

(36)  SHA, Article 2.3.

36

(37)  SHA, Article 2.1.2.

37

(38)  SHA, Article 2.3.

38

(39)  SHA, Article 2.2.1.

39

(40)  SHA, Article 2.2.1. In addition, in its reply to RFI 1 request for information, Bouygues confirmed that the Agreements give Bouygues the possibility to amend the business plan in the short term and revoke the first budget (see RFI 1, answer to question 5(b)).

40

(41)  SHA, Article 2.1.2.

41

(42)  SHA, Article 2.2.1.

42

(43)  See below, paragraph (61).

43

(44)  See RFI 1, answer to question 1.

44

(45)  Invitation to Act, page 3.

45

(46)  In its reply to RFI 1, Bouygues confirmed that intra-group relationships between M6 and Bertelsmann are intended to cease (see RFI 1, answer to question 4(b)). Bouygues points out, however, that the Merged Entity, as any other undertaking, could source content or services from Bertelsmann’s subsidiaries on market terms.

46

(47)  The General Court of the European Union has already held that, for the purposes of the Merger Regulation, independent representatives appointed by a shareholder will inevitably take into account the views of the person appointing them (see, judgment of the General Court of the European Union of 23 February 2006 in Case T-282/02 Cementbouw Handel & Industrie v Commission, paragraph 74). In the absence of evidence to the contrary, the Commission considers that the two independent members of the Merged Entity’s Board of Directors appointed by Bouygues will act in accordance with Bouygues’ interests.

47

Cementbouw Handel & Industrie v Commission

(48)  French Commercial Code, Article L.225-37.

48

(49)  See RFI 1, answer to question 3.

49

---

| 23.1.2023 | EN | Official Journal of the European Union | C 23/19 |
| --- | --- | --- | --- |

23.1.2023

EN

Official Journal of the European Union

C 23/19

---

Notice concerning the application of the Registered Exporter system of the European Union by Côte d’Ivoire and Madagascar under, respectively, the EU - Côte d’Ivoire stepping-stone Economic Partnership Agreement and the EU – Eastern and Southern Africa interim EPA

(2023/C 23/04)

This notice is issued for the information of customs authorities, importers and economic operators, which are involved in imports into the European Union of products originating in:

| — | Côte d’Ivoire under the EU-Côte d’Ivoire stepping-stone Economic Partnership Agreement (‘the stepping-stone EPA’); and |
| --- | --- |

—

Côte d’Ivoire under the EU-Côte d’Ivoire stepping-stone Economic Partnership Agreement (‘the stepping-stone EPA’); and

| — | Madagascar under the EU-Eastern and Southern Africa interim Economic Partnership Agreement (‘the EU-ESA iEPA’). |
| --- | --- |

—

Madagascar under the EU-Eastern and Southern Africa interim Economic Partnership Agreement (‘the EU-ESA iEPA’).

Complementing the notice 2022/C 452/06 of 29 November 2022, Côte d’Ivoire has notified the European Commission that, in accordance with its Circular No 2226/MBPE/DGD of 16 November 2022, exporters from Côte d’Ivoire are registered in the Registered Exporter system of the European Union (‘the REX system’). Therefore, as from 2 December 2022, products originating in Côte d’Ivoire shall, on importation into the EU, benefit from the preferential tariff treatment of the stepping-stone EPA only upon submission of an origin declaration made out, as provided for in Article 21 of Protocol No 1, by:

| (i) | an exporter from Côte d’Ivoire registered in the REX system, or |
| --- | --- |

(i)

an exporter from Côte d’Ivoire registered in the REX system, or

| (ii) | any exporter from Côte d’Ivoire, for any consignment consisting of one or more packages containing originating products, the total value of which does not exceed EUR 6 000. |
| --- | --- |

(ii)

any exporter from Côte d’Ivoire, for any consignment consisting of one or more packages containing originating products, the total value of which does not exceed EUR 6 000.

Following a notification made by Madagascar to the Customs Cooperation Committee of the EU-ESA iEPA activating Article 18(3) of Protocol 1 to the EU-ESA iEPA (1), and without prejudice to the exemptions laid down in Articles 18(2) and 29 of Protocol 1, as from 1 January 2023, products originating in Madagascar shall, on importation into the EU, benefit from the preferential tariff treatment of the EU-ESA iEPA only upon submission of an invoice declaration made out, as provided for in Article 23 of Protocol 1, by:

| (i) | an exporter from Madagascar registered in the REX system, or |
| --- | --- |

(i)

an exporter from Madagascar registered in the REX system, or

| (ii) | any exporter from Madagascar, for any consignment consisting of one or more packages containing originating products, the total value of which does not exceed EUR 6 000. |
| --- | --- |

(ii)

any exporter from Madagascar, for any consignment consisting of one or more packages containing originating products, the total value of which does not exceed EUR 6 000.

From that date, paragraphs 1(a) and (b) of Article 18 shall cease to apply for imports into the EU of originating products in Madagascar.

---

(1)  As amended by Decision 1/2020 of 14 January 2020 of the EU-ESA EPA Committee

---

V Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 23.1.2023 | EN | Official Journal of the European Union | C 23/20 |
| --- | --- | --- | --- |

23.1.2023

EN

Official Journal of the European Union

C 23/20

---

Prior notification of a concentration

(Case M.10959 – SATS / TEMASEK / PH 243WFS)

(Text with EEA relevance)

(2023/C 23/05)

1.

This notification concerns the following undertakings:

| — | WFS Global Holdings S.A.S. (‘WFS’, France), |
| --- | --- |

—

WFS Global Holdings S.A.S. (‘WFS’, France),

| — | SATS Ltd (‘SATS’, Singapore), controlled by Temasek Holdings (Private) Limited (‘Temasek’, Singapore). |
| --- | --- |

—

SATS Ltd (‘SATS’, Singapore), controlled by Temasek Holdings (Private) Limited (‘Temasek’, Singapore).

SATS, through SATS International SAS, will acquire within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of WFS.

The concentration is accomplished by way of purchase of shares.

2.

| — | WFS mainly provides cargo handling services (including warehousing and storage of cargo, freight related services, global logistics for air cargo shipping and cargo facilities management). In addition, WFS provides ground handling services (including ramp, baggage, and passenger services), and, outside the EEA, engineering and maintenance services for airport equipment and fuel infrastructure equipment in North America, |
| --- | --- |

—

WFS mainly provides cargo handling services (including warehousing and storage of cargo, freight related services, global logistics for air cargo shipping and cargo facilities management). In addition, WFS provides ground handling services (including ramp, baggage, and passenger services), and, outside the EEA, engineering and maintenance services for airport equipment and fuel infrastructure equipment in North America,

| — | SATS provides ground handling, cargo handling and other aviation related services mainly in Asia. It is ultimately controlled by Temasek, an investment company mainly active in Singapore and the rest of Asia. Its investments cover several industries, including financial services, transportation & industrials, telecommunications, media & technology, consumer & real estate, etc. Temasek also controls Singapore Airlines, an aviation company that provides air transport services for passengers and cargo, airport lounge services and technical, maintenance and repair services, as well as Gategroup, which provides, among others, in-flight catering services, retail on-board services, in-flight catering equipment and related services, airport lounges and airport retail services. |
| --- | --- |

—

SATS provides ground handling, cargo handling and other aviation related services mainly in Asia. It is ultimately controlled by Temasek, an investment company mainly active in Singapore and the rest of Asia. Its investments cover several industries, including financial services, transportation & industrials, telecommunications, media & technology, consumer & real estate, etc. Temasek also controls Singapore Airlines, an aviation company that provides air transport services for passengers and cargo, airport lounge services and technical, maintenance and repair services, as well as Gategroup, which provides, among others, in-flight catering services, retail on-board services, in-flight catering equipment and related services, airport lounges and airport retail services.

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved.

4.

Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:

M.10959 – SATS / TEMASEK / PH 243WFS

Observations can be sent to the Commission by email, by fax, or by post. Please use the contact details below:

Email: COMP-MERGER-REGISTRY@ec.europa.eu

Fax +32 22964301

Postal address:

| European Commission |
| --- |
| Directorate-General for Competition |
| Merger Registry |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

---

(1)  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

1

---

OTHER ACTS

European Commission

| 23.1.2023 | EN | Official Journal of the European Union | C 23/22 |
| --- | --- | --- | --- |

23.1.2023

EN

Official Journal of the European Union

C 23/22

---

Publication of an application for the modification of traditional terms in the wine sector pursuant to Articles 28(3) and 34 of Commission Delegated Regulation (EU) 2019/33 supplementing Regulation (EU) No 1308/2013 of the European Parliament and of the Council as regards applications for protection of designations of origin, geographical indications and traditional terms in the wine sector, the objection procedure, restrictions of use, amendments to product specifications, cancellation of protection, and labelling and presentation ‘Landwein’, ‘Qualitätswein’, ‘Kabinett/Kabinettwein’, ‘Spätlese/Spätlesewein’, ‘Auslese/Auslesewein’, ‘Strohwein’, ‘Schilfwein’, ‘Eiswein’, ‘Ausbruch/Ausbruchwein’, ‘Trockenbeerenauslese’, ‘Beerenauslese/Beerenauslesewein’

(2023/C 23/06)

This publication confers the right to object to the application in accordance with Articles 22(1) and 27(1) of Commission Implementing Regulation (EU) 2019/34 (1). Statements of objection must reach the Commission within two months from the date of this publication.

Modification request concerning the traditional term

‘Landwein’, ‘Qualitätswein’, ‘Kabinett/Kabinettwein’, ‘Spätlese/Spätlesewein’, ‘Auslese/Auslesewein’, ‘Strohwein’, ‘Schilfwein’, ‘Eiswein’, ‘Ausbruch/Ausbruchwein’, ‘Trockenbeerenauslese’, ‘Beerenauslese/Beerenauslesewein’

Date of receipt: 21 July 2022

Number of pages (including this page): 3

Language of request for modification: German

Dossier No: Ares(2022)5310562

Traditional terms for which the modification is requested: ‘Landwein’, ‘Qualitätswein’, ‘Kabinett/Kabinettwein’, ‘Spätlese/Spätlesewein’, ‘Auslese/Auslesewein’, ‘Strohwein’, ‘Schilfwein’, ‘Eiswein’, ‘Ausbruch/Ausbruchwein’, ‘Trockenbeerenauslese’, ‘Beerenauslese/Beerenauslesewein’.

Applicant: Bundesministerium für Land- und Forstwirtschaft, Regionen und Wasserwirtschaft

Full address (street number and name, town/city and postal code, country):

| Stubenring 1 |
| --- |
| 1010 Wien |
| Österreich |

Stubenring 1

1010 Wien

Österreich

Nationality: Austrian

Telephone, fax, email:

Tel. +43 171100602840

Email: abt-27@bml.gv.at

Description of the modification: The maximum yield per hectare has been deleted from the definition of the above-mentioned traditional terms.

Explanation of grounds for modification: Austria protects the traditional terms ‘Landwein’, ‘Qualitätswein’, ‘Kabinett/Kabinettwein’, ‘Spätlese/Spätlesewein’, ‘Auslese/Auslesewein’, ‘Strohwein’, ‘Schilfwein’, ‘Eiswein’, ‘Ausbruch/Ausbruchwein’, ‘Trockenbeerenauslese’ and ‘Beerenauslese/Beerenauslesewein’ by the Austrian Wine Law of 17 November 2009 (2). Those terms currently specify a maximum yield of 9 000 kg/ha. However, traditional terms may only be used in conjunction with a protected designation of origin or a protected geographical indication, the specifications of which must already define a maximum yield. It is therefore appropriate to delete the maximum yield mentioned in the definition of the above-mentioned traditional terms.

Name of signatory: Bundesministerium für Land- und Forstwirtschaft, Regionen und Wasserwirtschaft

---

(1)  OJ L 9, 11.1.2019, p. 46.

(2)  Bundesgesetz über den Verkehr mit Wein und Obstwein (Weingesetz 2009).

---

| 23.1.2023 | EN | Official Journal of the European Union | C 23/24 |
| --- | --- | --- | --- |

23.1.2023

EN

Official Journal of the European Union

C 23/24

---

Publication of the amended single document following the approval of a minor amendment pursuant to the second subparagraph of Article 53(2) of Regulation (EU) No 1151/2012

(2023/C 23/07)

The European Commission has approved this minor amendment in accordance with the third subparagraph of Article 6(2) of Commission Delegated Regulation (EU) No 664/2014 (1).

The application for approval of this minor amendment can be consulted in the Commission’s eAmbrosia database.

SINGLE DOCUMENT

‘Mantecadas de Astorga’

EU No: PGI-ES-0311-AM01 – 19.2.2021

PDO ( ) PGI (X)

1.   Name

‘Mantecadas de Astorga’

2.   Member State or Third Country

Member State or Third Country

Spain

3.   Description of the agricultural product or foodstuff

Description of the agricultural product or foodstuff

3.1.   
  Type of product

Type of product

Class 2.3. Bread, pastry, cakes, confectionery, biscuits and other baker’s wares

3.2.   
  Description of product to which the name in (1) applies

Description of product to which the name in (1) applies

‘Mantecadas de Astorga’ are a confectionery product made by baking a mixture made from the following basic ingredients: all-purpose wheat flour, hen’s eggs, dairy butter, lard and sugar.

They must have the following morphological, organoleptic and physico-chemical characteristics:

| a) | Morphological


  Mantecadas are always made in small, open, square-shaped food-grade kraft paper cases with folded sides.
  When baked, the mixture rises to form a rounded shape with no hard edges that overflows the top of the case, forming a dripping effect known as the lágrima de la mantecada (mantecada tear). This part of the product may be dark brown but never burnt.
  The bottom of the case must be lightly browned but not burnt.
  After baking, each mantecada in its case must weigh between 25 g and 35 g. |
| --- | --- |

a)

Morphological

Morphological

Mantecadas are always made in small, open, square-shaped food-grade kraft paper cases with folded sides.

Mantecadas

When baked, the mixture rises to form a rounded shape with no hard edges that overflows the top of the case, forming a dripping effect known as the lágrima de la mantecada (mantecada tear). This part of the product may be dark brown but never burnt.

lágrima de la mantecada

mantecada

The bottom of the case must be lightly browned but not burnt.

After baking, each mantecada in its case must weigh between 25 g and 35 g.

mantecada

| b) | Organoleptic

  The top of the product must be firm, golden-brown and rounded, with grains of sugar visible on the surface.
  It must be possible to remove the case easily from the cake, maybe leaving a few dark-brown crumbs stuck to it, and it must not appear soaked in grease.
  The interior of the cake must be soft and spongy.
  The colour of the crumb may vary from light beige to yellow, depending on the colour of the butter and eggs used.
  The taste is predominantly sweet, with a strong taste and aroma of butter and eggs; the sugar on its surface must be perceptible when it is eaten. The fatty component of the mantecada creates a certain moistness in the mouth, which makes the product seem even fluffier. The inside of the cake is soft and smooth on the palate. |
| --- | --- |

b)

Organoleptic

Organoleptic

The top of the product must be firm, golden-brown and rounded, with grains of sugar visible on the surface.

It must be possible to remove the case easily from the cake, maybe leaving a few dark-brown crumbs stuck to it, and it must not appear soaked in grease.

The interior of the cake must be soft and spongy.

The colour of the crumb may vary from light beige to yellow, depending on the colour of the butter and eggs used.

The taste is predominantly sweet, with a strong taste and aroma of butter and eggs; the sugar on its surface must be perceptible when it is eaten. The fatty component of the mantecada creates a certain moistness in the mouth, which makes the product seem even fluffier. The inside of the cake is soft and smooth on the palate.

mantecada

| c) | Physico-chemical







  — | moisture content: at least 13 % and not more than 19 % |
| --- | --- | --- |

c)

Physico-chemical

Physico-chemical

—

moisture content: at least 13 % and not more than 19 %

| — | proteins: at least 6 % |
| --- | --- |

—

proteins: at least 6 %

| — | fat: at least 20 % and no more than 27 % |
| --- | --- |

—

fat: at least 20 % and no more than 27 %

| — | carbohydrates (glucose): at least 45 % |
| --- | --- |

—

carbohydrates (glucose): at least 45 %

| — | ash: no more than 1,70 % |
| --- | --- |

—

ash: no more than 1,70 %

| — | water activity (aw): at least 0,7 and no more than 0,9 |
| --- | --- |

—

water activity (aw): at least 0,7 and no more than 0,9

3.3.   
  Feed (for products of animal origin only) and raw materials (for processed products only)

Feed (for products of animal origin only) and raw materials (for processed products only)

‘Mantecadas de Astorga’ are made exclusively from the following ingredients in the stated proportions: all-purpose wheat flour with a strength of between 100 and 150 ergs and a P/L ratio of between 0,28 and 0,60 (30 % [± 4 %]), hen’s eggs in shell or pasteurised (23 % [± 3 %]), fat (23 % [± 3 %]) in the form of dairy butter and lard (6 %-7,8 %) and sugar in the form of white sugar (20 % [± 4 %]). Optionally, other minor ingredients may be added, such as honey, glucose syrup, dextrose, invert sugar or other, different types of sugar (no more than 3 % of the total sugar amount); also, butter flavour, humectants, raising agents, emulsifiers and permitted preservatives.

3.4.   
  Specific steps in production that must take place in the defined geographical area

Specific steps in production that must take place in the defined geographical area

All steps in production, namely aerating the fat, beating the eggs and sugar, preparing the mixture, piping, sprinkling of sugar on the surface and baking, take place in the geographical area defined in point 4.

3.5.   
  Specific rules concerning slicing, grating, packaging, etc. of the product to which the registered name refers

Specific rules concerning slicing, grating, packaging, etc. of the product to which the registered name refers

The product must be packaged in the same (registered) plant in which it is produced, in wooden crates, tins or cardboard boxes, either prepackaged or bulk packaged in plastic bags. The packaging may be closed in a number of different ways.

3.6.   
  Specific rules concerning labelling of the product to which the registered name refers

Specific rules concerning labelling of the product to which the registered name refers

Any packaging in which the product is dispatched for consumption must bear a numbered certification label that must include the EU’s PGI symbol and the name ‘Mantecadas de Astorga’, together with the PGI’s own logo.

The labels must be affixed at the packaging plant in such a way that they cannot be reused.

The PGI’s own logo is:

Image 1

4.   Concise definition of the geographical area

Concise definition of the geographical area

The product to be covered by the protected geographical indication ‘Mantecadas de Astorga’ is produced and packaged in the following municipalities in the province of León:

Astorga, Brazuelo, San Justo de la Vega and Valderrey.

5.   Link with the geographical area

Link with the geographical area

Protection has been sought for ‘Mantecadas de Astorga’ because of their reputation based on a particular production method and the traditional recipe, which are specific to the defined geographical area and are still used today.

To a large extent, human factors, notably the work of the cajilleras (casemakers), contributed to its popularity. These ladies made the cajillas, the paper cases that the mantecadas were typically baked in. In Astorga’s old walled city they are depicted in a mural, which was done in 2016 and is a copy of a photo taken in 1927, and which all visitors stop to photograph. It is evidence of the strong link between mantecadas and the town.

cajilleras

cajillas

mantecadas

mantecadas

The product’s characteristics are also due to its geographical origin, in terms of specific local knowledge, meaning that the traditional recipe is still used today. The use of butter is the most distinctive aspect of mantecada production and this is what distinguishes mantecadas from other types of Spanish sponge cake (bollos, bizcochos and magdalenas), which are usually made with other fats and/or oils, and gives them their yellow colour and characteristic buttery smell.

mantecada

mantecadas

bollos

bizcochos

magdalenas

What is also important is the recipe, which varies according to whether it is richer in eggs and butter, and each baker’s special knowledge of the perfect composition and method to use, which has been handed down through the generations to this day.

The final unique characteristic is the piping of the mixture into cases and baking at a moderate temperature to ensure that it overflows to form the ‘mantecada tear’.

mantecada

Recent references attesting to the reputation of ‘Mantecadas de Astorga’ include:

On 15 July 2021, the RTVE (Radiotelevisión Española) programme España Directo (34 m, 30 s) included a report on mantecadas, describing them as a sweet that had brought international fame to the Leonese city of Astorga and showing how they are made according to a recipe that is more than 200 years old and is still used today (https://www.rtve.es)/.

España Directo

mantecadas

The reputation of the mantecadas of León is also highlighted in an article in Condé Nast Traveler entitled ‘Por qué León debería ser Capital Gastronómica 2018’, published on 13 October 2017, arguing in favour of León: ‘because of its botillo del Bierzo, its cecina de León, its lechazo, its ternera del Bierzo, its mantecadas de Astorga, (...)’.

mantecadas

Condé Nast Traveler

botillo del Bierzo

cecina de León

lechazo

ternera del Bierzo

mantecadas de Astorga

It should be noted that the product is listed in various official catalogues of quality food products, such as the Inventario Español de Productos Tradicionales [Spanish Traditional Product Inventory], published by the Ministry of Agriculture, Fisheries and Food in 1996, and the Inventario de Productos Agroalimentarios de Calidad de Castilla y León [Inventory of high-quality agri-food products of Castile and Leon], published by the Government of the Autonomous Community of Castile and León (2001).

Inventario Español de Productos Tradicionales

Inventario de Productos Agroalimentarios de Calidad de Castilla y León

In 2006, a postmark to commemorate the second anniversary of the granting of PGI status to ‘Mantecadas de Astorga’ was issued by Correos, Spain’s universal postal service provider, carrying its own logo and symbol.

There are also many historical references to ‘Mantecadas de Astorga’:

The first bibliographical reference dates from the 18th century and indicates that one possible source of the recipe for ‘Mantecadas de Astorga’ could be Juan de la Mata, ‘confectioner to the Court, hailing from Matalavilla, in the municipality of Sil de Arriba, Montañas and the Kingdom of León and the diocese of Oviedo’, whose book Arte de Repostería [The Art of Confectionery], published in Madrid in 1747 by António Martín, contains the recipe. A more recent edition was published by La Olmeda, Burgos, in 1992.

Arte de Repostería

The records for 1805 held in the archives of the Astorga diocese refer to ‘Mantecadas de Astorga’ as a sweet eaten at Christmas, made by the confectioners Máximo Matheo and Francisco Calbo.

There are many references indicating that the recipe originated with a nun from the Sancti Spiritus Convent in Astorga, who later left the convent and popularised the product. According to some versions, she might have been María Josefa Gonzáles Prieto, who married Tomás Rubio on 9 November 1851.

The Diccionario Doméstico. Tesoro de las familias o Repertorio Universal de Conocimientos útiles [Domestic Dictionary, Family Thesaurus and Compendium of Useful Knowledge] by Don Balbino Cortés y Morales (1876) includes a recipe for ‘Mantecadas de Astorga’, referring to them as a famous sweet.

Diccionario Doméstico

Tesoro de las familias o Repertorio Universal de Conocimientos útiles

The 1891 Bailly-Bailliere Almanac, which refers to the city of Astorga on page 1495, talks of 12 mantecada factories there.

mantecada

The 1901 Riera Almanac refers to 11 mantecada factories in Astorga on page 1167.

mantecada

The new 1916 Bailly-Bailliere Almanac refers on page 3179 to nine mantecada producers in Astorga and even includes advertisements for two of them. Of Astorga it says that the city ‘is renowned for making chocolates and mantecadas’.

mantecada

mantecadas

According to the city’s Chamber of Commerce, the quantity of ‘Mantecadas de Astorga’ carried by the Spanish railways in 1930 (the Spanish Northern and Western railway company) was 188 710 kg.

Benito Pérez Galdós (1843-1920), in one of his most representative novels, Fortunata y Jacinta (1886-87), mentions Mantecadas de Astorga and La Maragatería:

Fortunata y Jacinta

Mantecadas de Astorga

| | ‘(...) From outside Jacinta could see barrels of olives in pyramids one story high, altars made of marzipan boxes, trophies of raisins and triumphant arches decked with clusters of dates. (...) Further away were mantecadas from Astorga blessed by his Holiness Pius IX. (...)’ |
| --- | --- |

‘(...) From outside Jacinta could see barrels of olives in pyramids one story high, altars made of marzipan boxes, trophies of raisins and triumphant arches decked with clusters of dates. (...) Further away were mantecadas from Astorga blessed by his Holiness Pius IX. (...)’

mantecadas

| | ‘(...) Don Pedro Manuel de Jáuregui (...). A native of the province of Leon, he received crates of eggs and other poultry products. (...) During the Christmas season, Jáuregui also received shipments of mantecadas from Astorga, and all the sales agents from La Maragatería who were in Madrid would go to his house for orders and payments. (...)’ |
| --- | --- |

‘(...) Don Pedro Manuel de Jáuregui (...). A native of the province of Leon, he received crates of eggs and other poultry products. (...) During the Christmas season, Jáuregui also received shipments of mantecadas from Astorga, and all the sales agents from La Maragatería who were in Madrid would go to his house for orders and payments. (...)’

mantecadas

Reference to publication of the product specification

Reference to publication of the product specification

https://www.itacyl.es/documents/20143/342640/1_%2830-09-20%29+3+-+Pliego+Mant++Modif.pdf/4cf68d91-ad5e-f535-f31f-1a901b22ee85?t=1603287920636

---

(1)  OJ L 179, 19.6.2014, p. 17.

1

---