Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxell es, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229- 64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels,  07.12.2021  
C(2021) 9240 final  
PUBLIC VERSION 
 
NN Group N.V.  
Schenkkade 65 
2595 AS The Hague  
Netherlands  
Subject : Case M.10447 - NN / METLIFE GREECE / METLIFE POLAND  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041  and Article 57 of the Agreement on the European 
Economic Area2 
Dear Sir or Madam,  
(1) On 29 October 2021, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (“EUMR”), by which NN Group N.V. (together with its subsidiaries, "NN", or the 
"Notifying Party", the Netherlands), acquires within the meaning of Article 3(1)(b) 
sole control of the whole of MetLife Life Insurance S.A. (together with its subsidiary MetLife Mutual Fund Company, "MetLife Greece") and of MetLife Towarzystwo 
Ubezpieczeń na Życie i Reasekuracji S.A. (together with its subsidiaries (i) MetLife 
Towarzystwo Funduszy Inwestycyjnych S.A.; (ii) MetLife Powszechne 
Towarzystwo Emerytalne S.A., and (iii) MetLife Services sp. z o.o., "MetLife 
                                                 
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.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’). 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are shown thus […]
. Where possible the 
information omitted has been replaced by ranges of figures or a general description.
 
 
 
2 Poland") by way of purchase of shares (“the Transaction”)3. MetLife Greece and 
MetLife Poland are together referred to as “the Target” and together with NN as the 
“Parties”.  
1. THE PA RTIES  
(2) NN is a financial services company listed on the Euronext Amsterdam with a 
presence in 20 countries, including several European countries and Japan. NN offers 
retirement services, pensions, insurance, investments, and banking services. NN is 
inter al ia active in Poland, in life insurance and asset management, and in Greece, in 
life and health insurance. 
(3) MetLife Greece is active in the provision of life and health insurance in Greece.  
(4) MetLife Poland is active in the provision of life insurance and asse t management in 
Poland. 
2. THE OPERATION  AND THE CONCENTRATI ON 
(5) By virtue of two separate share purchase agreements, one for MetLife Greece and 
one in MetLife Poland (“SPA”), both signed on 4 July 2021 by NN Continental 
Europe Holdings B.V., which holds NN's insurance activities in Europe , and 
MetLife EU Holding Company Limited, the Target’s current owner, NN will acquire 
sole control of MetLife Greece4 and of MetLife Poland5. 
(6) The Notifying Party notes that pursuant to Article 5(2) of EUMR , the Proposed 
Transa ction constitutes a single concentration as it concerns transactions entered into 
between the same undertakings which take place within a two -year period.6 
(7) The Transaction therefore constitutes a concentration under Article 5(2) of the 
EUMR.  
3. UNION  DIMENSIO N 
(8) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million7 (NN: EUR 14 864 million; Target : EUR […]  
million) . Each of NN and the Target  has a  Union-wide turnover in excess of 
EUR  250 mill ion (NN: EUR […] million; Target: EUR […] million) , but they do not 
achieve more than two-thirds of their aggregate U nion-wide turnover within one and 
the same Member State. The notified operation therefore has a U nion dimension.  
                                                 
3  Publication in the Official Journal of the European Union No C 453 , 09.11.2021, p. 5.  
4  MetLife Mutual Fund Company, an entity owned for 90% and w holly controlled by MetLife Greece.  
5  MetLife Towarzystwo Funduszy Inwestycyjnych S.A., MetLife Powszechne Towarzystwo Emerytalne 
S.A. and MetLife Services sp. z o.o., all 100% owned by MetLife Poland;  
6  Point 50 of the Jurisdictional Notice confirms tha t Article 5(2) of EUMR also applies to "simultaneous 
transactions between the same parties”.  
7  Turnover calculated in accordance with Article 5 of EUMR.  
 
 
3 4. COMPETITIVE ASSESSMEN T 
4.1. Activities of the Parti es 
(9) The Transaction results in horizontal overlaps  in life insurance , pension products  
and insurance distribution in Greece and Poland, as well as in asset management in  
Poland. 
(10) Regarding life insurance in Greece and pension products  in Greece and Poland, the 
Transaction gives rise to horizontally affected markets i n certain plausible 
segmentations , which may constitute separate market s.  
(11) Regarding the horizontal overlaps in the insurance distribution sector in Greece , as 
well as in t he life insurance, insurance distribution and asset management sectors  in 
Poland, the Transaction does not give rise to any horizontally affected markets under  
any plausible market definition.8 Moreover, the market investigation did not give 
rise to any suggestion that the Transaction would raise serious doubts as to its 
compatibility with the internal market in any of these markets in either Greece, or Poland.
9  Therefore, these markets will not be further assessed in this decision.  
(12) The Transaction also results in vertical relationships  between the Parties' life 
insurance and pension products activities on the one hand and their limited activities 
either upstream (in reinsurance), or downstream (in life insurance distribution and 
asset management)  on the other.  
(13) The Commission takes note that in Poland pension products, by law, cannot  be 
distributed through indirect distribution channels by third parties.10 Each  pension 
products provide r has to distribute its own products and cannot distribute the 
products of another pension products providers . Therefore , no vertical link arises 
between pension products and insurance distribution in Poland.  
(14) Moreover, the Commission takes note that all pen sion funds active in the affected 
segment in Poland carry out the management of assets of those pension funds 
exclusively in -house .11 Therefore , to date no real market exists in which asset 
managers compete for asset management mandates from pension funds or, vice versa, where pension funds seek third party asset management services  in Poland. 
The emergence of such a market in the future is highly unlikely given the regulatory 
changes  (discussed in section 4.3.1.3  below), which means  that the affect ed pensions 
fund market segment in Poland will likely cease to exist . 
(15) The Parties’ activities in the  relevant upstream and downstream markets are 
negligible: reinsurance worldwide [0-5]%; insurance distribution in Greece [0-5]%, 
respectively . 
(16) Nevertheless, t he Transaction would result in these markets being vertically affected 
given that in several potentially narrower market s in the are a of life and health 
                                                 
8  Form CO, Sections 6.5, 6.6, 6.7, 6.14, 6.15, 6.16, 6.17 and 6.18.  
9  Replies to Q1 – Questionnaire  to competitors -  Greece, questions 11 and 19, Q2 – Questionnaire to 
corporate customers -  Greece, question 20 and Q3 Questionnaire to competitors – Poland question 8.  
10  Form CO paragraph 94.  
11  Form CO paragraphs 208 & 221- 222.  
 
 
4 insurance in Greece and of pension products  in Greece  and Poland the combined 
market shares of the Parties are above 30%  
4.2. Market definitions 
4.2.1. Life and health insurance (Greece)  
4.2.1.1. Product market definition   
(17) In previous decisions, the Comm ission distinguished between three broad categories 
of insurance products: (i) life insurance, (ii) non- life insurance and 
(iii) reinsurance.12 The Commission also considered the definition of a downstream 
market for insurance distribution,13 upstream market s for asset management14 and 
pension administration,15 and considered assistance services as distinct from the 
provision of non- life insurance products.16 The Transaction leads to horizontally 
affected markets in relation to life insurance.  
(A) Commission’s deci sional practice  
(18) As regards the product market definition for life insurance products, from a  demand-
side perspective  the Commission distinguished between the following product 
categories in its decisional practice: (i)  pure risk protection products, (ii) pension 
products17, and (iii) savings/investment products.18  
(19) In certain decisions, the Commission also distinguished between life insurance for 
individuals and for group customers.19 Furthermore, a distinction between unit -
linked life insurance products on the one hand and non-unit -linked life insurance 
products on the other hand20 was considered as well , depending on the product and 
country in question. In M.4701 – Generali / PPF Insurance Business , the 
Commission looked at unit -linked savings  and investment products.21 In M.8257 –  
NN Group / Delta Lloyd, the Commission discussed a separate market for unit -
linked insurance for certain pension products and savings and investment products.22 
                                                 
12  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
paragraph  7; Case M.9531 –  Assicurazioni Generali/Seguradoras Unidas/AdvanceCare, paragraph  9; Case 
M.7478 – Aviva/Friends Life/Telenet, paragraph 23; Case M.6883 – Canada Life/Irish Life, paragraph 16.  
13  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
paragraph  7. 
14  Case M.8257 – NN Group/Delta Lloyd, paragraphs. 108- 115; Case M.6812 SPFI/Dexia, paras. 30- 33. 
15  Case M.8 257 – NN Group/Delta Lloyd, paragraphs 78- 81. 
16  Case M.9531 – Assicurazioni Generali/Seguradoras Unidas/AdvanceCare, paragraph  9. 
17  The product market definitions for pension products in Greece and in Poland are further discussed in 
sections 4.3.1.2 and 4.3.1.3 below. 
18  Case M.9796 – Uniqa/Axa (I nsurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
paragraph  8; Case M.7478 – Aviva/Friends Life/Telenet, paragraph  13 and further cases cited therein.  
19  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Po land and Slovakia), 
paragraph  8; Case M.8837 – Blackstone/Thomson Reuters F&R Business, paragraph  29. 
20  Unit-linked policies do not offer any form of guarantees, whereas non -unit-linked policies include certain 
guarantees in respect of the value of the capital accumulated over the period up to retirement, and the risk is therefore not entirely with the members.  
21  Case M.4701 – Generali / PPF Insurance Business , paragraphs 18 et seq.  
22  Case 8257 – NN Group / Delta Lloyd, paragraphs 17 et seq. 
 
 
5 In M.9796 – Uniqa / Axa, a plausible market for index-linked and unit -linked life 
insurance was assessed  for Slovakia.23 
(20) In some cases, the Commission has considered additional segmentations of the life 
insurance sector, including based on national insurance classifications.24 
(21) However, from a supply- side perspective, the Commission has recognised that the 
conditions for the provision of life insurance covering different risk types are quite similar and most large insurance companies are active in several risk types, which 
suggests that many different types of life insurance could be included in the same 
relevant product market.
25  
(22) In past practice , the Commission considered health insurance as a potential separate 
market within non-life insurance.26 In previous decisions, the Commission further 
took specifics of national health insurance markets into account. Specifically for 
Belgium, it considered a separate market for accident and health insurance without 
further segmentation.27 With respect to Irel and, the Commission defined and 
assessed a separate market for health insurance without further segmentation.28 
(23) The Commission has ultimately always left open the definition of the relevant 
product market for life insurance. 
(B) Notifying Party’s submissions  
(24) The Notifying Party argues that the relevant product market is the market for savings 
and investment products  and that the latter should not be segmented further.29 
(25) The Notifying Party explains that under the national legal framework implementing the Solvency II Directive (i.e. the Greek Insurance Act ) and according to decisional 
practice of the Hellenic Competition Council (“HCC”), health insurance is included 
in the segment of pure risk protection products and therefore in the overall life insurance market.
30  
(C) Commission’s assessment  
(26) The market investigation provided evidence confirming the Notifying Party’s claim  
that a further sub-segmentation of the life insurance market may not be relevant in 
the case of the Greek insurance sector. The overwhelming majorit y of c ompetitors 
responding to the market investigation indicate d that most insurers offer all types of 
                                                 
23  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
paragraphs  15 et seq.  
24  Case M.1712 – Generali/INA, paragraphs 9 et seq . and Case M.2768 -  Generali/Banca Intesa/JV, 
paras  11-19. 
25  Case M.7478 Aviva/Friends Life/Tenet, paragraphs 15 -22 and Case M.4844 – Fortis/ABN Amro Assets, 
paragraph  71; Case M.4284 – AXA/Winterthur, paragraphs  9 to 10.  
26  Case M.4284 – Axa/Winterthur, paragraph 8 and further cases cited therein.  
27  Case M.6217 – Baloise Holding / Nateus / Nateus, para 39; Case M.4284 – Axa/Winterthur, paragraph 14.  
28  Case M.8010 – Irish Life / Aviva Health / GloHealth, paragraphs 10 et seq.  
29  Response to RFI 4, paras. 2 et seq.  
30  Opposed to considering health insurance as part of non -life insurance, as  appropriate in other countries. 
Form CO, paras. 289 et seq. 
 
 
6 life insurance, and that therefore competition would primarily take place at the 
overall level of life insurance.31  
(27) Similarly, customers of pure risk protection group life insurance in Greece32 that 
provided an opinion on this question in the market investigation considered that competition takes place primarily on the overall pure risk protection life insurance 
market, and not at the level of individual  risk types (e.g. health, credit, term -life and 
whole -life).  
(28) As regards a potential segmentation of savings and investment life insurance 
products into unit -linked and non-unit linked products, the Commission notes that 
the Parties’ activities only overla p in the provision of unit -linked policies.
33 For the 
purpose s of this Decision, the Commission will assess an overall market for savings 
and investment life insurance products, as well as a plausible sub-segment of such 
unit-linked products.  
(29) In any event, for the purposes of the present decision, the exact scope of the product 
market definition for the supply of life insurance products can be left open, since the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under any of the plausible product market definitions  discussed in section (A)  
above . 
(30) Specifically concerning the inclusion of health insurance in the market of pure risk 
protection life insurance products, the Commission notes that it has assessed further 
potential segments of this market separately, including a potential segment for health 
insurance as part of non-life insurance. The Commission also notes that neither of 
the Parties is active in non -life insurance in Greece. The market investigation has 
given no indication that health insurance would be separate from overall life 
insurance in Greece.34 Therefore, the issue of whether health insurance is part of life -
insurance or of non-life insurance can be left open in the present case.  
4.2.1.2. Geographic market definition  
(31) The Commission typically considered that the sector for life insurance products and 
its segments are likely to be national in scope, as a re sult of national distribution 
channels, established market structures, fiscal constraints and specific regulatory 
systems among Member States.35 
(32) The Notifying Party does not contest the Commission’s previous findings.  
                                                 
31  See replies to Q1 -  Questionnaire to competitors – Greece, question 3.  
32  The Commission notes that customers of other affected markets in life insurance in Greece are 
individuals.  
33  Form CO , paragraph 397.  
34  See replies to Q1 -  Questionnaire to competitors – Greece, question 3.  
35  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  10. 
 
 
7 (33) The Commission’s market investigation did not reveal any reason to depart from its 
decisional practice in the present case. 36 Therefore, life and health insurance 
products and its segments are national in scope .  
4.2.2. Pension products - Private group pension insurance (Greece)  
4.2.2.1. Product market definition  
(A) Description of the Greek pensions’ system  
(34) The pension system in Greece is based on three 'pillars': (i) Pillar I, public social 
pension insurance  – a mandatory publicly managed PAYG (pay-as -you-go) system; 
Pillar II, private  occupational pension insurance  – supplementary, voluntary 
pensions managed by private professional funds; and (iii) Pillar III, private group 
pension insurance  – supplementary, voluntary pensions managed by private 
insurance companies with a license for provision of life insurance products. 37 
(35) The Notifying Party submits that i n Greece, unlike in many other countries, the 
second and third pillars of the pension system (i.e. the private voluntary pension 
insurance) are not well -developed. The current pension system is to a very 
significant extent based on Pillar I.  
(36) The Parties' activities with respect to pension products in Greece only overlap in  
Pillar III.  
(37) Within Pillar III  of the Greek pension system, Greek life insurance providers offer 
group pension fund products (also refe rred to as Deposit Administration Fund 
("DAF") contracts). DAF contracts are group pension fund plans where the 
contributions made are held in a special fund and managed by the insurer. Such 
contracts are offered only on a group basis and are typically ent ered into by 
employers for the benefit of employees. The contract of the group policy governs the 
rights of the employees to participate in the pension scheme, the amount and 
frequency of contributions and who is responsible for paying them (the employees,  
the employer or both), as well as the minimum retirement age and conditions of an early withdrawal, if any. The pension benefits are paid either in case of termination 
of employment or after reaching a retirement age provided for in the contract.  
(38) Under Greek law, DAF assets are held in separate deposit administration funds 
maintained by the insurance provider. Additionally, DAF contracts offer certain tax 
advantages, since contributions paid by employees and by employers on behalf of 
employees are exclude d from the calculation of the taxable income and pension 
benefits are taxed independently. Therefore, these products can be distinguished 
from “regular”  savings and investment products with a profit -sharing mechanism or 
with investment returns. 
(39) DAF contrac ts may be offered in the form of (i) defined contribution pension plans 
or (ii) defined benefit pension plans.  
                                                 
36  See replies to Q1 – Questionnaire to competitors -  Greece, questions 11 and 19, Q2 – Questionnaire to 
corporate customers -  Greece, question 20.  
37  See analysis of the pension system in Greece, Form CO, section 11.  
 
 
8 (40) In the case of plans offered on a defined benefit basis, the benefit is defined in the 
contract on the basis of factors such as the employee's s alary and life tables. In 
defined benefit plans, the contribution is not predefined, but is recalculated annually 
through an actuarial valuation study.  
(41) In the case of plans offered on a defined contribution basis, the contribution is 
defined in the contra ct as a percentage of the employee's salary, and the benefit is not 
predefined but calculated on the basis of the accumulated amount of contributions 
plus any investment returns. 
(42) A further distinction can also be made  (i) between accumulation versus 
decumulation products38 ); and (ii) between  products with fixed annuities  
(guaranteeing the payment of a certain regular amount) versus   products with 
variable annuities (with no guaranteed level of benefits) 39. 
(B) Notifying Party’s submissi ons 
(43) The Notifying Party submits40 that for a number of years, DAF policies offered on 
the Greek market are predominantly defined contribution policies . Since t he interest 
of companies for defined benefit DAF policies  is negligible such policies are not 
curre ntly offered on the Greek market.41 Thus, the Notifying Party submits that for 
an assessment of competitive dynamics with respect to DAF, a sub-segmentation 
between defined benefit and defined contribution policies is irrelevant. 42 
(44) Moreover, the Notifying P arty considers43 that any further sub-segmentation of DAF 
into (i) accumulation versus decumulation products and into (ii) products with variable annuities versus products with fixed annuities is not appropriate . Firstly , in 
the Greek market DAF policies are offered with fixed annuities and/or with an option for a lump sum withdrawal .
44 Secondly, no stand-alone decumulation DAF 
products and no DAF policies with variable annuities are offered on the Greek 
market . Finally , there is no overlap between the Parties with respect to DAF policies 
with annuities , since there are no DAF policies with an annuity option in NN 
Greece's existing portfolio).  
(45) Consequently, the Notifying Party c onclude s that it is not necessary to further sub-
segment DAF in the context of the proposed transaction, because there is no active 
                                                 
38  The accumulation phase is the period during which an active scheme member pays contribu tions into 
his/her pension while the decumulation phase is the payment out of the pension after retirement age, via 
an annuity.  
39   A fixed annuity, while a variable annuity offers no guaranteed level of benefits.  
40  Form CO, paragraphs 261, 262 and 264.  
41  Such policies have not been issued since 2015. To the extent that there are still any running defined benefit DAF policies, these correspond to existing policies rather than new business.  
42  This general market trend is confirmed by the Parties' DAF busi nesses: [Descritpion of NN Greece's DAF 
business] , which in 2020 corresponded to merely [0 -5]% of  NN's GWP in DAF. In 2020 approximately 
[90-100]%  of MetLife's GWP corresponded to defined contribution DAF schemes and merely [10 -20]%  
to defined benefit DAF schemes. [Description of MetLife's DAF business] . 
43  Form CO, paragraphs 261, 262 and 264.   
44  The overwhelm ing majority of participants select the pay out of a lump sum when they reach retirem ent 
age (which means that there is no d ecumulation phase and no fixed or variable annuity).  
 
 
9 overlap between the Parties with regard to DAF and because such sub-segmentations 
are not relevant in the context of the Greek market.45  
(46) The Notifying Party also submits t hat occupational pension funds within Pillar II 
exert a competitive pressure on DAF products.46 
(C) Commission’s assessment  
(47) In responses to the market  investigation competitors of the Parties confirmed that 
DAF group pension fund products are mainly accumulation, fixed annuity 
products.47 For example one competitor sai d that “… Accumulation products 
dominate the Greek Market… ”. 
(48) Moreover, the Commission notes that the majority of both competitors and 
customers of the Parties consider that Pillar II products and Pillar III products 
closely compete with each other and therefore can be seen as belonging to the same market.
48 For exa mple one competitor said that “…The way that the Greek 
Insurance market works Pillar II ( OPFs ) and Pillar III ( Group Life  Saving and 
Investment products ) although with different tax incentives, compete with each other …”.  A customer concluded that “…We consider that the products offered 
under the two Pillars belong to the same market… ”.  
(49) In any event, the Commission conside rs that, for the purposes of the present 
decision, the exact scope of the product market definition for the supply of pension 
products in Greece (that is if there is an overall market, composed of Pillars II and 
III, or if each of Pillars II and III is a s eparate market ) can be left open, since the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under any plausible product market definition.  
4.2.2.2. Geographic market definition  
(50) The Commission typically considered that the sector for pension products are likely 
to be national in scope, as a result of national distribution channels, established 
market structures, fiscal constraints and specific regulatory systems among Member States.
49 
(51) The Notifying Party does not contest the Commission’s previous findings.  
                                                 
45  Form CO, paragraphs 265 -  267.  
46  Form CO, paragraph 265. Pillar II’s purpose is to provide an additional (occupational) pension on top of 
the one provided by the mandatory public social pension insurance. It is provided by specialised institutions, under the supervision of the Greek government. The insured person has to pay the contributions determined by the providers and has the right to request the termination of its membership if it has been insured for at least one year. Benefits are provided in kind or in cash and are distributed either in a one -off payment or periodically. The benefits provided as one -off paym ent are exem pt from tax, 
whereas periodical payments are subject to applicable income tax rate. The Parties have no activities in Pillar II.  
47  See replies to Q1 -  Questionnaire to competitors – Greece, questions 13 and 13.1.  
48  See replies to Q1 -  Questionnaire to competitors – Greece, questions 12 and 12.1, as well as replies to Q2 
- Questionnaire to customers – Greece, questions 13 and 13.1.  
49  Case M.9796 – Uniqa/Axa (Insurance, Asset Management and Pensions – Czechia, Poland and Slovakia), 
para.  10. 
 
 
10 (52) The Commission’s market investigation did not reveal any reason to depart from its 
decisional practice in the present case. 50 Therefore, DAF products in Greece  are 
national in scope.  
4.2.3. Pension products – Open pension funds (Poland)  
4.2.3.1. Product market definition  
(A) Commission’s decisional practice  
(53) As discussed in a recent Commission decision, the Polish pension system has a 
relatively complex and unique structure.51 Since 1999, it has had three pillars, each 
based on different types of pension. The first two pillars are based upon mandatory 
contributions from salaries.  
(54) The second pillar was initially run by  open pension funds (“OFE”, Polish:  otwarte 
fundusze emerytalne ). These are independent legal enti ties created and managed by a 
joint stock company52 that needs to obtain a permission from the Insurance and 
Pension Funds Supervisory Commission. The system was significantly reformed in 
2013. Pursuant to this reform, contributions of OFE participants (pre viously 
allocated to open pension funds only) were allocated towards the first pillar (unless 
the account holder decided to keep a part in the open pension fund). As a result, the market for OFEs decreased by nearly one half. 
(55) Additionally, in 2019, the government announced a plan to liquidate the OFE system 
in its current form by transferring the remaining savings from OFEs either to the first 
pillar, or to personal voluntary schemes. The market investigation in the recent case  
referred to in paragraph (52) above  confirmed that the importance of open pension 
funds is diminishing, and that they will ultimately be liquidated and cease to exist. 
53 
(56) The Comm ission has previously not concluded on the exact market definition of the 
Polish pension system. In the recent case  referred to above , the market investigation 
had indicated that obligatory pensions (pillars one and two) and voluntary pensions 
(pillar thre e) form two separate product markets, but the Commission ultimately left 
the market definition open.54 
(B) Notifying Party’s submissions  
(57)  The Notifying Party does not contest the Commission’s previous findings.  
                                                 
50  See replies to Q1 – Questionnaire to competitors -  Greece, questions 11 and 19, Q 2 – Questionnaire to 
corporate customers -  Greece, question 20 and Q3 Questionnaire to competitors – Poland question 8.  
51  Case M.10326 – Allianz Holding/Santander/Aviva Companies/Santan der Aviva Companies, 
paragraphs  31- 42. 
52  Pension fund societies (Pow szechne Towarzystwa Emerytalne, "PTEs")  
53  Case M.10326 – Allianz Holding/Santander/Aviva Companies/Santand er Aviva Companies, 
paragraphs  paras. 61 (c) and 62. 
54  Ibid paras. 37 -  38. 
 
 
11 (C) Commission’s assessment  
(58) The Commission’s market investigation did not reveal any reason to depart from its 
previous  decisional practice in the present case  and therefore it will consider the 
second pillar of the Polish pensions system in its analysis.  55 
4.2.3.2. Geographic market definiti on 
(59) In the past the Commission has considered that OFE pension products in Poland are 
national in scope. 56 
(60) The Notifying Party does not contest the Commission’s previous findings.  
(61) The Commission’s market investigation did not reveal any reason to depart from its 
decisional practice in the present case. 57 Therefore, OFE pension products in Poland 
are national in scope.  
4.2.4. Reinsurance   
4.2.4.1. Product market definition  
(62) The Commission held in previous decisions that reinsurance consists in providing insurance cover to a nother insurer for some or all of the liabilities assumed under its 
insurance policies, in order to transfer risk from the insurer to the reinsurer. The 
Commission has considered a separate market for reinsurance (distinguished from 
the markets for the provision of life and non-life insurance) but has left open the 
question of whether the reinsurance market should be further segmented between life 
and non-life reinsurance.
58  
(63) The Notifying Party does not contest the Commission’s previous findings.  
(64) The Commission considers that, for the purposes of the present decision, the exact 
scope of the product market definition for the supply of reinsurance can continue to 
be left open, since the Transaction does not raise serious doubts as to its 
compatibilit y with the internal market under any plausible product market definition  
(reinsurance overall or subsegmentations for life and non-life reinsurance).  
4.2.4.2. Geographic market definition  
(65) The Commission has consistently held in its decisional practice that the rel evant 
geographic market for reinsurance is worldwide in scope due to the need to pool risks on a global basis.
59 
(66) The Notifying Party does not contest the Commission’s previous findings.  
                                                 
55  See replies to Q3 -  Questionnaire to competitors – Poland.  
56  Case M .10326 – Allianz Holding/Santander/Aviva Companies/Santa nder Aviva Companies, 
paragraph  42. 
57  See replies to Q3 Questionnaire to competitors – Poland question 8.  
58  Case M.8257 – NN Group/Delta Lloyd, paras. 103 to 107.  
59  Case M.8257 – NN Group/Delta Llo yd, paragraphs. 105 to 107.  
 
 
12 (67) The Commission’s investigation did not reveal any reason to depart from  its 
previousdecisional practice in the present case. Therefore, the Commission will 
consider reinsurance as worldwide in scope. 
4.2.5.  Insurance distribution  
4.2.5.1. Product market definition  
(68) In previous cases, the Commission has analysed whether the market for insura nce 
distribution comprises only outward distribution channels or whether it should also 
be considered to include the sales force and office networks of the insurer (that is to 
say direct sales). This question was ultimately left open. The Commission has al so 
considered whether a distinction could be made between the markets for the 
distribution of life and non-life insurance products, but ultimately left open the 
relevant product market definitions 60 as well as whether there was a potential 
separate market for insurance broking. With regard to (non-life) insurance broking, 
the Commission has considered that it is appropriate to define separate relevant 
product markets for the supply of commercial risk brokerage (i) by type of 
underlying risk, and (ii) at lea st for certain risk types, by customer type (namely for 
sales to large multinational customers). 61– 
(69) The Notifying Party does not contest the Commission’s previous findings.  
(70) The Commission considers that, for the purposes of the present decision, the exact 
scope of the product market definition for the supply of insurance distribution can be 
left open, since the Transaction does not raise serious doubts as to its compatibility 
with the internal market under of the any plausible product market definitions 
discussed in paragraph 68 above .  
4.2.5.2. Geographic market definition  
(71) As regards the geographic scope of a potential market for insurance distribution, the 
Commission has previously considered insurance distribution to be national in scope 
but ultimately left the exact definition of the relevant geographic market open.62 For 
certain segments, in particular if they related to brokerage services in relation to large commercial or specialty risks, the Commission has considered such segments 
to be EEA -wide or worldwide in scope.
63 
(72) The Notifying Party does not contest the Commission’s previous findings.  
(73) The Commission’s investigation did not reveal any reason to depart from its 
previous approach in the present case. In any event, the Commission considers that, for the purpos es of the present decision, the exact scope of the geographic market 
definition for the provision of insurance distribution can be left open between  
national, EEA -wide and worldwide, since the Transaction does not raise serious 
                                                 
60  Case M.6957 –  IF P&C/Topdanmark, paragrahs. 22 to 29. Case M.1307 – Marsh & McLennan/Sedgwick, 
paragraph. 19.  
61  Cases M.9196 -  Marsh & McLennan Companies / Jardine Lloyd Thompson Group paragraphs 22 -23 &  
M.9829 – Aon / Willis Towers Watson, Sections 6.14 and 6.15. [decision to be published].  
62  Case M.8617 – Allianz/LV General Insurance Business, paragraph 25.  
63  Case M.9196 – Marsh & McLennan/Jardine Lloyd Thompson Group, paragrahs 41 and 49 to 51.  
 
 
13 doubts as to its compatibili ty with the internal market under any plausible 
geographic market definition. The Commission nevertheless notes that for the case at 
hand which concerns distribution of life and health insurance products and of 
pension products in Greece, the most plausible geographic market definition is 
national (Greece)  
4.3. Analytical framework  
(74) Unde r Articles 2(2) and 2(3) of EUMR, the Commission must assess whether a 
proposed concentration would significantly impede effective competition in the 
internal market or in a substantial part of it, in particular through the creation or 
strengthening of a dominant position.  
(75) A concentration can entail horizontal effects. In this respect, in addition to the creation or strengthening of a dominant position, the Commission Guidelines on the 
assessment of horizontal mergers under EUMR
64 (“the Horizontal Merger 
Guidelines”) distinguish between two main ways in which mergers between actual 
or potential competitors on the same relevant market may significantly impede effective competition,
65 namely (a) by eliminating important competitive constraints 
on one or more firms, which consequently would have increased market power, without resorting to coordinated behaviour (non- coordinated effects); and (b) by 
changing the nature of competition in such a way that firms that previously were not 
coordinating their behaviour are now significantly more likely to coordinate and 
raise prices or otherwise harm effective competition. A merger may also make 
coordination easier, more stable or more effective for firms, which were coordinating 
prior to the merger (coordinated effects).  Concentrations which, by reason of the 
limited market share of the undertakings concerned are not liable to impede effective competition may be presumed to be compatible with the internal market. An 
indication to this effect exists, in particular, where the market share of the 
undertakings concerned does not exceed 25 % either in the internal market or in a 
substantial part of it.
66 
(76) Furthermore, a concentration can entail vertical effects. The Commission Guidelines on the assessment of non-horizontal mergers  under EUMR
67 (the “Non- Horizontal 
Merger Guidelines”) also distinguish between two main ways in which non-horizontal mergers may significantly impede effective competition: (a) when they 
give rise to input and/or customer foreclosure (non-coordinated effe cts); and (b) 
when the merger changes the nature of competition in such a way that firms that 
previously were not coordinating their behaviour, are now more likely to coordinate 
to raise prices or otherwise harm effective competition (coordinated effects).
68 The 
Non-Horizontal Merger Guidelines distinguish two types of foreclosure: (a) where 
the merger is likely to raise the costs of downstream rivals by restricting their access 
to an important input (input foreclosure) and (b) where the merger is likely to foreclose upstream rivals by restricting their access to a sufficient customer base 
                                                 
64  Commission Guidelines on the assessment of horizontal mergers under the Merger Regulation, OJ C 31, 5 
February 2004, paragraphs 5–18.  
65  Ibid, paragraph 22.  
66  Ibid, paragraph 18.  
67  Commission Guidelines on the assessment of non -horizontal mergers under the Merger Regulation, OJ C 
265, 18 October 2008, paragraphs 6–25.  
68  Ibid, paragraphs 17- 19. 




 
 
18 This supports the Notifying Parties view that the combined market positions  of the 
Parties have been declining in the past years.76  
(80) Further, combined market share levels in each potential segment of the Greece life 
and health insurance market as laid out in Tables 1 and 2 above remain still moderate 
and do not exceed [30-40]%. This is also the case for a potential segment for health 
insurance, which, for the purpose of this decision, has been included in the Greek life 
insurance market. In all potential market segments, the merge d entity faces a number 
of competitors with a significant market position.  
(81) Secondly, the Parties are no t particularly close competitors in the Greek life and 
health insurance market or any potential segment thereof listed above, even though 
both companies  are relatively strong in the segments health insurance and savings 
and investment products . Based on market shares, the Commission notes a certain 
complementarity in the sense that NN appears to be relatively stronger in the 
provision of individual life i nsurance, while MetLife Greece  is relatively stronger in 
the provision of group life insurance.  
(82) The market investigation further confirmed that the Parties are not particularly close 
competi tors. The large majority of competitors state that NN and MetLife compete in 
the Greek life and health insurance market , but there would be other insurers who 
would compete just as strongly / closely. No competitor responding to the market 
investigation considered the Parties t o be particularly close  compe titors .77 Simil arly, 
no customer of group pure risk protection life insurance products in Greece 
responding to the market investigation indicated that NN and MetLife are 
particularly close competitors in this market or any of its potential segments.78 
(83) Thirdly , there will continue to be  sufficient alternative competitors  on the market  
that  customers can switch to. The presence of suitable alternative competitors is 
confirmed by the market shares  provided above  (see also paragraph (79) of this 
Decision ) and by the market investigation. Competitors responding to the market 
investigation rate at least two competitors at a comparable level as the Parties in terms of competitive strength (Ethniki and Eurolife), and attribute a considerable 
competitive strength to Generali / Axa and Interamerican.
79 The large majority of 
competitors further submit that sufficient competitive pressure would be exercised 
on the merged enti ty by remaining competitors post -Transaction.80 
(84) These findings were broadly confirmed by customers of group pure risk protection 
life insurance products in Greece responding to the market investigation, who rated the competitive strength of four competitors  at comparable levels to those of the 
Parties.
81 No customer of group pure life insurance products in Greece responding to 
                                                 
76  Form CO, Tables 14 to 19 and 22 to 39.  
77  See replies to Q1 – Questionnaire to competitors – Greece, question 8.  
78  See replies to Q2, – Questionnaire to customers – Greece, question 8.  
79  See replies to Q1 – Questionnaire to competitors – Greece, question 6.  
80  See replies to Q1 – Questionnaire to competitor s – Greece, question 7.  
81  See replies to Q2, – Questionnaire to customers – Greece, question 7. The Commission notes that group 
pure risk protection life insurance customers attribute significantly less competitive strength to NN than to 
MetLife, which is  in line with the market position of both Parties in group and individual life insurance 
respectively.  




 
 
23 Generalli/AXA, Eurolife, Allianz, Interamerican, Groupama and European 
Reliance).  
(101) Moreover, the Commission notes that [NN strategy for DAF products] (hence its 
[0-5]% in market share on a NWP basis in 2019 and 2020). Currently, the Notifying Party submits that NN's activities in this regard focus on managing a small closed-book portfolio.
92 
(102) Finally, the Notifying Part y submits that it will continue to face competitive 
pressure, from occupational pension funds within Pillar II as well . 
(103) Competitors responding to the market investigation indicated that MetLife Greece is 
the strongest competitor in the DAF market. They als o confirmed that Ethniki, 
Generalli/Axa, Eurolife  and Groupama are stronger competitors of Metlife Greece 
than NN is.93 Moreover, their responses clearly indicated that  enough competitive 
pressure will remain in the Greek DAF group pension fund products ma rket after the 
Transaction. 94 For exa mple one competitor said that “… Post-transaction, there will 
remain enough credible competitors to exert pressure on the combined entity …” 
Finally, none  of the  competitors that expressed a view  believes that the T ransaction 
would have a negative impact either on competition for the provision of DAF group pension fund products in Greece.
95 
(104) In the same vain, customers of the Parties indicated that they consider General i/Axa, 
Ethni ki and Intramerican as stronger compet itors to MetLife Greece than NN is.96 
Custome rs also consider that there will be sufficient competitors left after the 
Transaction for the provision of DAF group pension fund products in Greece.97 
Finally, all customers also consider that the T ransaction would not have a negative 
impact either on competition for the provision of DAF group pension fund products in Greece, or on themselves.
98 
(105) In light of the above considerations, the Commission concludes that the Transaction does not raise serious doubts as to i ts compatibility with the internal market or the 
functioning of the EEA agreement as a result of a horizontal effects in the market for DAF group pension fund products in Greece .  
4.4.1.3. Pension products  in Poland 
(106) The following section focusses on OFE pension products in Poland. The Parties are 
active only in this segment of the Greek pensions market, which is the only market affected by the Transaction  
                                                 
92  For the sake of completeness the Notifying Party notes that if a potenti al (existing) customer approaches 
NN and requests a DAF product, NN will [Descrition of NN sales policy and strategy for DAF products] , 
see Form CO fn 292.  
93  See replies to replies to Q1 – Questionnaire to competitors -  Greece, question 15.  
94  See replies  to replies to Q1 – Questionnaire to competitors -  Greece, question 16.  
95  See replies to replies to Q1 – Questionnaire to competitors -  Greece, questions 17 and 18.  
96  See replies to replies to Q2 – Questionnaire to customers -  Greece, question 16.  
97  See replies to replies to Q2 – Questionnaire to customers -  Greece, questions 17 and 18.  
98  See replies to replies to Q2 – Questionnaire to customers -  Greece, questions 17 and 18.  

 
 
25 shares above this increment. The Commission also notes that All ianz will acquire the 
joint venture Aviva has with Santander for OFE’ in Poland.,99 Thus , Aviva’s total 
market share would be around [20-30]% on an AuM basis and [20-30]% by the 
number of participants . 
(110) Competitors of the Parties in OFEs in Poland largely supported the argument that by 
virtue of various consecutive reforms of the Polish pension system the importance of 
the OFEs is diminishing and OFEs will most probably ultimately be liquidated and 
cease to exist in the foreseeable future. For example one respondent said that “the  
importance of OFE funds is diminishing due to various pension reforms in Poland” . 
Another stated that “…The reform, which was implemented in 2014, banned 
acquisition of new clients to OFE and introduced so called “zipper mechanism” , 
which over time will liquidate all assets of Open Pension Fund (OFE). On the other side current government plans the transformation of Open Pension Fund (OFE), 
what will probably contribute to faster liquidation of current system …”. 
(111) The Commission notes that competitors 
100 of the Parties believe that there will 
remain enough competitive pressure in the Polish OFE pension product market after the Transaction. One competitor said that “… After transaction there still will be 8 
competing OFEs, which still sho uld ensure enough competition, especially if we  take 
into consideration that there is no active acquisition of new clients to OFE by any of 
PTE’s…”, . Another stressed that “… OFE pensions product market is diminishing 
with OFE likely to be ultimately liquidated. Acquisition of new clients is very limited 
and the competition focused on investment performance. As the investment 
performance bonus as set out in the pensions legislation depends on relative 
performance versus other OFEs and as there is still number of other OFEs in the 
market, the transaction is not going to change this main competitive incentive… ”. 
(112) Finally, competitors of the Parties believe  
101 that the Transaction will have no 
impact on competition for the provision of OFE pension products in Pol and. As one 
respondent put it “ Open Pension Fund product is not actively sold. Open pension 
fund market is highly regulated and fees for the clients should not be influenced by the merger. ” 
(113) In light of the above considerations, the Commission concludes tha t the Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA agreement as a result of a horizontal effects in the market for 
pension products? in Poland.  
4.4.2. Vertical relationships  
4.4.2.1. Reinsurance (upstream) and life insurance in Greece and pension products  in 
Greece and Poland  (downstream) 
(114) On the upstream, NN is active in reinsurance with a market share below 1% (worldwide), while MetLife Greece and MetLife Poland are not. The merged entity 
                                                 
99  Case M.10326 – Allianz Holding/Santander/Aviva Companies/Santander Aviva Co mpa nies.  
100  See replies to question 5, Q3 -  Questionnaire to competitors – Poland.  
101  See replies to question 6, Q3 -  Questionnaire to competitors – Poland.  
 
 
26 would not have any ability for input fore closure due to m arginal upstream market 
shares.  
(115) On the downstream markets the combined market shares of the Parties are 
above  30% in five segments of life insurance  in Greece  (namely in life and he alth 
insurance overall ([30-40%]), life and health  insurance – individual policies 
([30-40%]), life and health insurance –  group policies ([30-40%]), pure (risk) 
protection products for whole and term life insurance ([30-40%]) and savings and 
investment products ([30-40%]), [30-40%] in pension  products in Greece and 
[30-40%] in pension products in Poland. 
(116) Given that reinsurance is provided on a global basis for various types of insurance, the markets listed in the previous paragraph  account only for a very small part 
(below 1%) of the overall customer base for reinsurance services.  
(117) Therefore , upstream competitors of the Parties in reinsurance will continue to have a 
large number of customers worldwide to provide their reinsurance services  to, 
should the merged entity choose to procure  for its reinsurance needs in-house. 
Moreover, no responding competitor, or customer, indicated that the Transaction 
would have a negative impact on the market for reinsurance worldwide.
 102 
(118) For the above reasons, the Commiss ion considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as regards the vertical 
links between  the upstream market for reinsurance worldwide and the downstream 
markets for life insurance in Greece and pension products in Greece and Poland.  
4.4.2.2. Life insurance and pension products  (upstream) and insurance distribution in 
Greece  (downstream)  
(119) On the upstream markets, the combined market shares of the Parties are above 30% 
in five segments of life insurance (namely in life and health insurance overall 
([30-40%]), life and health insurance – individual policies ( [30-40%]), life and 
health insurance  – group policies ([30-40%]), pure (risk) protection products for 
whole and term life insurance ([30-40%]) and savi ngs and investment products 
([30-40%]), and [30-40%] in pension products.  
(120) On the downstream  market for insurance distribution in Greece , the Parties do not 
distribute the insurance  products of their competitors . Therefore there is no risk of 
customer forec losure.  
(121) Regarding distribution of their own products, NN does so through exclusive 
channels – tied agents ( [70-80]%) and an exclusive cooperation with [Name of 
Bank] ([20-30]%),103 while MetLife Greece  does so  through tied agents ([40-50]%) 
and direct sales  ([30-40]%). So, less than 20% of its sales are through non-exclusive 
third-party channels (brokers and non-exclusive cooperation with banks). 104 
                                                 
102  See replies to Q1 – Questionnaire to competitors -  Greece, questions 11 and 19, Q2 – Questionnai re to 
customers -  Greece, questions 12 and 20 and Q3 – Questionnaire to customers -  Poland question 8.  
103  Form CO, table 42. 
104  Form CO, table 43. 
 
 
27 (122) The Notifying Party submits that the merged entity would not be able to pursue a 
strategy of input foreclosure vis -à-vis their own third party distributors by 
internalising the small part of their life insurance and pension products which is 
hitherto distributed via non-exclusive third-party channels, given the Parties combined position and remaining strong competi tors post -Transaction on the 
upstream markets.  
(123) The Commission observes that in the upstream market  of insurance the merged 
entity’s shares remain moderate (30-39%) and that in each plausible market a 
number of credible  insurance providers will remain. Moreover, no responding 
competitor, or customer indicated that the Transaction would have a negative impact on the market for insurance distribution in Greece.
105 
(124) For the above reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its  compatibility with the internal market as regards the vertical 
links between the upstream market s for life insurance and pension products in 
Greece  and the downstream market  for insurance distribution in Greece .  
5. CONCLUSION  
(125) For the above reasons, the European Commission has decided not to oppose the notified operation and to declare  it compatible with the internal market and with the 
EEA Agreement. T his decision is adopted in application of Article 6(1)(b) of EUMR  
and Article 57 of the EEA Agreement.  
For the Commission  
  
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
                                                 
105  See replies to Q1 – Questionnaire to competitors -  Greece, questions 11 and 19 and Q2 – Questionnaire to 
customers -  Greece, questions 12 and 20.