Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, 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, 31.8.2018  
C(2018)  5870 final  
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has been replaced by ranges of figures or a 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.   
PUBLIC VERSION  
To the notifying party:  
 
Subject : Case M.9041 -  HUTCHISON/WIND TRE  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of Council Regulation No 139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
1. INTRODUCTION  
(1) On 12 July 2018, the European Commission received a notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 
("the Merger Regulation") by which CK Hutchison Holdings Limited 
("Hutchison" or the "Notifying Party", Hong Kong) acquires within the meaning 
of Article 3(1)(b) of the Merger Regulation indirect sole control of the whole of 
Wind Tre S.p.A. ("Wind Tre", Italy) (the "New Transaction").3 The New 
Transaction is accomplished by way of purchase of shares.  Hutchison and Wind 
Tre are hereinafter referred to as  the "Parties".  
                                                 
1  OJ L 24, 29.1.2004, p. 1. 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').  
3  OJ C253, 19.07.2018, p. 46.  
 
2 2. THE PARTIES  AND THE NEW TRANSACTION  
(2) Hutchison  is a multi- national conglomerate headquartered in Hong Kong, active 
in five core businesses: ports and related services, retail, infrastructure, energy 
and telecommunications. The telecommunications  division includes interests in 
mobile and fixed operations in Austria, Denmark, Ireland, Italy, Sweden and the 
United Kingdom.  
(3) Wind Tre  is the largest mobile telecommunications operator in Italy with 
approximately 29 million mobile customers and over 2.7 million fixed line 
customers. Wind Tre is currently controlled by the Luxembourg based entity VIP -
CKH Luxembourg S.à. R.L. ("VIP -CKH"). VIP -CKH is a joint venture between 
Hutchison Europe Telecommunications S.à R.L. ("HET") and VEON 
Luxembourg Holdings ("V LH"). HET is an indirect wholly -owned subsidiary of 
Hutchison. VLH is an indirect wholly -owned subsidiary of VEON Ltd 
("VEON").  
(4) Pursuant to a share purchase agreement entered into on 3 July 2018, Hutchison 
will acquire, by means of an indirect subsidiary, all the shares in VIP -CKH and 
thus sole control over Wind Tre. The New Transaction will thus lead to a change 
from joint control to sole control by Hutchison over Wind Tre and it constitute s a 
concentration within the meaning of Article 3(1)(b) of the Merg er Regulation (the 
"Concentration").  
3. UNION  DIMENSION  
(5) In 20174, the  undertakings concerned have a combined aggregate world -wide 
turnover of more than EUR 5 000 million5 (Hutchison: EUR 45 083 million, 
Wind Tre: EUR 6  182 million).6 Each of them has an EU -wide turnover in excess 
of EUR 250 million (Hutchison: EUR [ …] million, Wind Tre: EUR 6 182 
million),  but they do not achieve more than two- thirds of their  aggregate EU -wide 
turnover within one and the same Member State. T he Concentration therefore has 
a Uni on dimension. 
4. COMPETITIVE ASSESSMEN T 
4.1. Introduction 
(6) Wind Tre was created in 2016 through a transaction by which HET and VLH 
contributed to a newly created joint venture ("JV") their respective Italian 
                                                 
4  The last financial year for which data were available at  the time of the notification.  
5  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).  
6  The Wind Tre turnover figures represent the full audited and p ublished Wind Tre 2017 turnover 
figures. The Hutchison 2017 turnover figures include its 50% share of Wind Tre turnover.  
 
3 telecommunication businesses H3G S.p.A. ("H3G")7 and WIND 
Telecomunicazioni S.p.A. ("WIND")8 (the "2016 Transaction").  
(7) The 2016 Transaction was assessed by the Commission in the decision related to 
case M.7758 – Hutchison 3G Italy / WIND / JV  ("the 2016 Clearance Decision") .9 
After an in -depth investig ation, the Commission found that the 2016 Transaction 
would have significantly impeded effective competition for the following reasons . 
(8) First, in the 2016 Clearance Decision, the Commission concluded that the 2016 
Transaction was likely to give rise to non- coordinated anti -competitive effects on 
the retail market for mobile telecommunications services in Italy. Those effects 
would have arisen from the reduction of the number of mobile network operators 
("MNOs") from four to three in a highly concentrated ma rket with high barriers to 
entry. The 2016 Transaction would have removed from the market an important 
competitive force, H3G, as well as the competitive constraint exerted by WIND. 
H3G and WIND closely competed on the market, and exerted a competitive 
constraint on each other and the other MNOs. Following the 2016 Transaction, 
the JV would have had a significant market share, and would not have had the 
incentive to compete on the market in the same way as H3G and WIND did 
before the 2016 Transaction separa tely. Furthermore, the other MNOs , TIM 
S.p.A. ("TIM") and Vodafone Italia S.p.A. ("Vodafone"), would also not have 
had the incentive to vigorously compete against the JV to counter the 
anticompetitive unilateral effects of the Transaction. Mobile virtual n etwork 
operators (" MVNOs ") might have had the incentive to compete, but would have 
lacked the ability to do it effectively , and would thus have been unable to replace 
the competitive constraint exerted by H3G and WIND , which the 2016 
Transaction would have  remove d. This would have result ed in significant price 
effects, which would not have been offset by buyer power or market entry. 
Therefore, the Commission conclude d that that the 2016 Transaction would have 
significantly impede d effective competition in the retail market for mobile 
telecommunications services in Italy as a result of horizontal non- coordinated 
effects.  
(9) Second, the Commission conclude d that the 2016 Transaction was likely to give 
rise to coordinated anticompetitiv e effects in the retail market for mobile 
telecommunications services in Italy. Indeed, the 2016 Transaction would have 
increased the likelihood that the three remaining MNOs would be able to 
coordinate their behaviour and raise prices in a sustainable way , even without 
entering into an agreement or resorting to a concerted practice within the meaning 
of Article 101 of the TFEU . In particular, the 2016 Transaction would have led to 
an overall alignment of incentives of the JV, TIM and Vodafone to coordinate  
their competitive behaviour. R eaching terms of coordination would have been 
possible and coordination would have been likely to be sustainable after the 2016 
Transaction. Therefore, the Commission conclude d that that the 2016 Transaction 
                                                 
7  H3G was active in Italy as a MNO, offering mobile telecommunications services under the "3" brand, 
including 2G, 3G and 4G services.  
8  WIND was active in Italy as an MNO, offering mobile telecommunications services under the 
"WIND" brand, including 2G, 3G and 4G services. In addition, WIND also offers fixed 
telecommunications services (including fixed -line voice, broadband and data services) in Italy under 
the "Infostrada" brand.  
9  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV . 
 
4 would have signif icantly impede d effective competition in the retail market for 
mobile telecommunications services in Italy also as a result of horizontal 
coordinated effects. In the 2016 Clearance Decision, t he Commission considered  
that the effects from coordination in the retail market for mobile 
telecommunications services in Italy would have materialise d in addition to the 
non-coordinated effects arising from the 2016 Transaction, leading to additional 
harm to consumers (over and above the harm implied by non -coordinat ed effects).  
(10) Third, the Commission concluded that the Transaction would have likely had 
anticompetitive effects in the wholesale market, by eliminating the important 
competitive constraints exerted by H3G and WIND in an oligopolistic market 
featuring a li mited number of players and high barriers to entry. According to the 
2016 Clearance Decision, those effects would have been particularly relevant 
with respect to MVNOs which were not contractually bound to an MNO in the 
short term and with respect to potential new entrants.  Therefore, the Commission 
concluded that the Transaction would have significantly impeded effective 
competition on the wholesale market in Italy due to non- coordinated effects.  
(11) The notifying parties to the 2016 Transaction (HET and VLH) offered 
commitments to address those concerns (the "2016 Commitments"). The 2016 
Commitments  consisted of a number of elements designed to allow the entry of a 
fourth MNO (the "New MNO") into the Italian market , that is: (1)  the transfer 
of spectrum and the option to acquire/co- locate on macro access sites;10 (2) an 
option to enter into a RAN sharing agreement; (3)  a national roaming agreement; 
and (4) an option for [ …] and the provision of additional services. Each of these 
elements is  described in turn below.  
(12) First, HET and VLH committed to transfer to the New MNO a total of 2x35 MHz 
of spectrum (the "Divestment Spectrum"), belonging to different frequency bands 
and to make available to the New MNO up to [ …] macro network sites (the 
"Divestment Sites"). The Divestment Spectrum and the Divestment Sites were to 
be released on a [ …] phased basis in accordance with the release plan attached to 
the 2016 Commitment, and the release of spectrum and sites had to be completed 
by […].11  
(13) Second, HET and VLH also com mitted to offer an option to enter with the New 
MNO into one -way (non -reciprocal) RAN sharing solution in the less densely 
populated areas of Italy (the "RAN Sharing Option"). The RAN Sharing Option 
would be made available for up to [ …] years at commercial  conditions to be 
agreed between HET, VLH and the New MNO.  
(14) Third, HET and VLH committed to enter into a transitional national roaming 
agreement on the network of H3G or WIND (Wind Tre, following the 
consolidation of H3G and WIND networks) for all technologies (i.e. 2G, 3G, 4G 
and, if and when commercially launched, 5G; the "National Roaming 
                                                 
10  The 2016 Commitments concerned exclusively assets held by the Italian subsidiaries of HET and 
VLH (H3G and WIND), which are now owned by Wind Tre.  
11 The […]  phased release of spectrum and transfer of rights to the New MNO to use the spectrum 
will be completed in its entirety by the following dates: (a) in relation to the 900MHz Spectrum by 
[…]; (b) in relation to the  1,800MHz Spectrum (block 1) by […] ; (c) in relation to the 1,800MHz 
Spectrum (block 2) by […] ; (d) in relation to the 2,100MHz Spectrum by […] ; and (e) in relation to 
the 2,600MHz Spectrum […] . 
 
5 Agreement") for an initial ter m of [ …] years, with an optional extension of a 
further […]-year term. The purpose of the National Roaming Agreement was to 
allow the New MNO to operate for a transitional period of time, whilst it is 
rolling out its network based on the Divestment Spectrum and the Divestment 
Sites.  The capacity offered under the National Roaming Agreement can also be 
used by the New MNO to offer wholesale access.  
(15) Finally, HET and VLH committed to […] to the New MNO to assist with the 
establishment and on- going operation of  the New MNO’s network and to offer an 
option to provide transitional services, such as backhaul, transmission, 
interconnection, and SIM procurement.  
(16) The 2016 Commitments were offered as fix -it-first solution: the New MNO 
selected by HET and VLH was Iliad  S.A. ("Iliad").  
(17) The 2016 Transaction was thus conditionally cleared on 1 September 2016. In the 
2016 Clearance Decision the Commission also approved Iliad as New MNO. 
(18) On 29 May 2018 Iliad started offering its services in Italy . 
(19) At the date of adoption of this Decision, the implementation of the 2016 
Commitments is on -going, in particular in relation to  the transfer of the 
Divestment Spectrum and Divestment Sites and the implementation of the 
National Roaming Agreement.  
(20) It is against this background that the Commission has assessed the effects of the 
New Transaction .  
4.2. Relevant markets  
(21) As mentioned in paragraphs (4) and (6), Wind Tre is  the result of the combination 
of the Italian telecommunication businesses of HET and VLH and the New 
Transaction consists in a  change of the quality of control exerted by Hutchison 
over Wind Tre, from joint control to sole control. Therefore , technically, no new 
horizontal overlaps  or vertical link s exist other than those r aised by the 2016 
Transaction. Thus, i n the  present case the Commission has investigated product 
and geographic market definitions for the relevant markets analysed in M.7758 – 
Hutchison 3G Italy / WIND / JV to assess whether any development has occurred 
since the adoption of the 2016 Clearance Decision which would justify departing 
from the definitions retained in the 2016 Clearance Decision.  
4.2.1. Retail mobile telecommunications services  
(22) Mobile telecommunications services to end customers or "retail mobile services" 
include services for national and international voice calls, SMS (including MMS 
and other messages), mobile internet with data services, access to content via the 
mobile networ k and retail international roaming services.  
(23) In past decisions, t he Commission has so far not segmented the overall retail 
mobile market further based on the type of service offered (voice calls, SMS, 
MMS, mobile Internet data services), or the type of ne twork technology used (2G, 
3G, 4G). Such market was considered distinct from the supply of retail fixed 
telecommunications services. The Commission has also considered a possible 
 
6 segmentation of the overall retail market for mobile telecommunication servic es 
between pre- paid and post -paid services and between private customers and 
business customers, but it has considered that, for the purpose of assessing the 
transaction at stake,  these did not constitute separate product markets but 
represent rather market segments within an overall retail market.12 In particular, 
in case M.7758 – Hutchison 3G Italy / WIND / JV , the Commission concluded 
that, for the assessment of the effects of the 2016 Transaction, that there was an 
overall product market for the retail provision of mobile telecommunications 
services.13 
(24) From a geographical perspective, the Commission has in its previous decisions  
considered that the market for retail mobile telecommunications services is 
national in scope.14 In particular, in case M.7758 – Hutchison 3G Italy / WIND / 
JV, the Commission concluded that the geographic scope of the relevant product 
market for the assessment of the 2016 T ransaction was limited to the territory of 
Italy. 15  
(25) The evidence in the Commission's file has not revealed any  new development in 
the present case which might justify  departing from the conclusions reached with 
regard to the 2016 Transaction . 
(26) For the purposes of this Decision, the Commission therefore considers that th ere 
is an overall product market for the retai l provision of mobile telecommunications 
services , whose g eographical scope is national and limited to the territory of Italy . 
4.2.2. Wholesale services for access and call origination on mobile 
networks  
(27) MNOs sell access to their mobile network and the ability to make calls and 
exchange data traffic. MNOs that own mobile networks constitute the supply side, 
whereas MVNOs (which do not own a mobile network and thus seek access to 
one or more of the MNO netw orks in order to provide their mobile retail services) 
constitute the demand side of this market.  
(28) In previous cases, the Commission defined a single wholesale market including 
both access and call origination services on mobile networks, on the ground tha t 
MNOs generally supply these services jointly to MVNOs and both services are 
essential for MVNOs to be able to provide retail mobile communication services 
                                                 
12 Commission decision of 11 May 2016 in case M.7612 –  Hutchis on 3G UK / Telefonica UK ; 
Commission decision of 2 July 2014 in case M.7018 –  Telefónica Deutschland/E -Plus; Commission 
decision of 28 May 2014 in case M.6992 –  Hutchison 3G UK/Telefónica Ireland; Commission 
decision of 1 March 2010 in case M.5650 – T-Mobi le/Orange . 
13  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
recital  162. 
14 Commission decision of 11 May 2016 in case M.7612 –  Hutchison 3G UK / Telefonica UK ; 
Commission decision in case M.6497 – Hutchison 3G Aus tria/Orange Austria ; Commission decision 
in case M.5650 –  T Mobile/Orange UK ; Commission decision of 28 May 2014 in case M.6992 – 
Hutchison 3G UK/Telefónica Ireland; and Commission decision of 2 July 2014 in case M.7018 –  
Telefónica Deutschland/E -Plus.  
15  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
recital  166. 
 
7 to end users.16 In particular, in case M.7758 – Hutchison 3G Italy / WIND / JV , 
the Commission consi dered that there was a distinct wholesale market for access 
and call origination on mobile networks, which includes voice, SMS and data 
traffic.17 
(29) In previous cases, the Commission has considered the wholesale market for 
access and call origination to be na tional in scope due to regulatory barriers 
stemming from the fact that licenses granted to MNOs are generally national in 
scope.18 In particular, in case M.7758 –  Hutchison 3G Italy / WIND / JV , the 
Commission considered that the wholesale market for access  and call origination 
on public mobile networks was national in scope, that is to say limited to the 
territory of Italy. 19 
(30) The evidence in the Commission's file has not revealed any new development in 
the present case which might justify departing from the  conclusions reached with 
regard to the 2016 Transaction . 
(31) For the purposes of this Decision, the Commission therefore considers that the 
relevant product market is the wholesale market for access and call origination on 
mobile networks, which includes voic e, SMS and data traffic and that the relevant 
geographical scope of that market is national and limited to the territory of Italy . 
4.2.3. Wholesale international roaming services  
(32) In order for a provider of retail mobile services to be able to provide its end 
customers with telecommunication services outside their home country, it must 
enter into agreements with providers of wholesale international roaming services, 
which are primarily active in other national markets. Roaming agreements can be 
concluded with a  preferred foreign operator which offers tailor- made service 
conditions, as can be seen in particular in the creation of international roaming 
alliances. Wholesale roaming services are thus upstream to the retail market for 
mobile telecommunications servic es. 
(33) In previous decisions, the Commission has defined a separate wholesale market 
for international roaming services comprising both terminating calls and 
originating calls. 20 For originating calls while roaming, the foreign or visited 
mobile network is us ed to make phone calls when abroad and a wholesale 
roaming charge is paid by the home network to the visited network. For 
terminating calls, the call is routed by the home network to the visited mobile 
network and the home network pays for the internationa l carriage of the call and 
                                                 
16  Commission decision of 11 May 2016 in case M.7612 –  Hutchison 3G UK / Telefonica UK ; 
Commission decision of 20 September 2013 in Case M.6990 - Vodafone/Kabel Deutschland; 
Commission decision of 1 March 2010 in Case M.5650 -  T-Mobile/Orange . 
17  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
recital 175. 
18  Commission decision of 11 May 2016 in case M.7612 –  Hutchison 3G UK / Telefonica UK ; 
Commission decision of 20 September 2013 in Case M.6990 - Vodafone/Kabel Deutschland; 
Commission decision of 1 March 2010 in Case M.5650 -  T-Mobile/Orange . 
19  Commission decision of 1 September 2016 in case M.7758 –  Hutch ison 3G Italy / WIND / JV , 
recital  179. 
20 Commission decision of 12 December 2012 in case M.6497 -  Hutchison 3G Austria/Orange Austria, 
Commission decision of 1 March 2010 in case M.5650 -  T-Mobile/Orange.  
 
8 the normal termination charge to the visited network. Demand for wholesale 
international roaming services comes first from foreign mobile operators who 
wish to provide their own customers with mobile services outside their own 
network and also downstream from subscribers wishing to use their mobile 
telephones outside their own countries.21  
(34) In its previous decisions, the Commission has defined wholesale market for call 
termination as national in scope.22 
(35) Similar findings have been r eached by the Commission in case M.7758 – 
Hutchison 3G Italy / WIND / JV.23 
(36) The evidence in the Commission's file has not revealed any new development in 
the present case which might justify departing from the conclusions reached with 
regard to the 2016 Transaction . 
(37) For the purposes of this Decision, the Commission therefore considers that the 
relevant product market is the wholesale market for international roaming 
services, comprising both terminating calls and originating calls and that the 
geographica l market is national in scope.  
4.2.4. Wholesale services for mobile call termination  
(38) In order for an MNO to be able to deliver calls upon the  mobile network of 
another MNO , it must purchase wholesale termination services on the  network of 
the other MNO . MNOs  provide wholesale mobile call termination services to one 
another on the basis of interconnection agreements, upstream of the provision of 
retail mobile telecommunication services to end customers .  
(39) In its previous decisions, including in case M.7758 – Hutchis on 3G Italy / WIND / 
JV,24 the Commission has found that there are no substitutes for wholesale call 
termination on each individual mobile network, since the operator transmitting 
the outgoing call can reach the intended recipient only through the operator of the 
network to which that recipient is subscribed.25 Therefore, each individual mobile 
network constitutes a separate wholesale market for call termination.  
                                                 
21 Commission decision of 2 July 2014 in case M.7018 - Telefónica Deutschland/E -Plus; Commission 
decision of 28 May 2014 in case M.6992 -  Hutchison 3G UK/Telefónica Ireland; Commission decision 
of 12 December 2012 in case M.6497 -  Hutchison 3G Austria/Orange Austria; Commission decision 
of 1 March 2010 in case M.5650 -  T-Mobile/Orange .  
22 Commission decision of 2 July 2014 in case M.7018 -  Telefónica Deutschland/E -Plus; Commission 
decision of 3 July 2012 in case M.6584 -  Vodafone/Cable & Wireless ; Commission decision of 
1 March 2010 in case M.5650 - T-Mobil e/Orange . 
23  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , recitals 
184 and 187.  
24  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
Section  6.5.1.2.  
25  Commission Decision  of 2 July 2014 in Case M.7018 -  Telefónica Deutschland/E -Plus; Commission 
Decision of 12 December 2012 in Case M.6497 -  Hutchison 3G Austria/Orange Austria; Commission 
Decision of 1 March 2010 in Case COMP/M.5650 -  TMobile/O range; Commission decision of 
7 October 2016 in case M.8131 -  Tele2 Sverige / TDC Sverige.  
 
9 (40) In its previous decisions, including in case M.7758 – Hutchison 3G Italy / WIND / 
JV,26 the Commis sion has defined wholesale market for call termination as 
national in scope.27 
(41) The evidence in the Commission's file has not revealed any new development in 
the present case which might justify departing from the conclusions reached with 
regard to the 2016 Transaction . 
(42) For the purposes of this Decision, the Commission therefore considers that the 
relevant product market is the wholesale market for call termination on each 
individual mobile network and that the geographical market is national in scope.  
4.2.5. Wholes ale services for call termination on fixed networks  
(43) In its previous decisions, including in case M.7758 – Hutchison 3G Italy / WIND / 
JV,28 the Commission established that each individual fixed network constitutes a 
separate wholesale market for call termination.29 The Commission considered in 
its previous decisions that the geographic scope of each wholesale market for call 
termination should correspond to the dimensions of the operator’s network, which 
is limited to national borders due to regulatory barriers.30 
(44) The evidence in the Commission's file has not revealed any new development in 
the present case which might justify departing from the  conclusions reached with 
regard to the 2016 Transaction. 
(45) For the purposes of this Decision, the Commission therefore considers that the 
relevant product market is the wholesale market for call termination on each 
operator's  fixed network and that the geog raphical market is national in scope.  
4.2.6. Wholesale services for fixed backhaul  
(46) Backhaul services are the connections between the antennae in a mast and the 
switches in the core network and are used to ensure the proper functioning of a 
mobile network. Backhaul are general wired connections based on either (i) fibre 
optic cables or (ii) copper cables. Backhaul providers are primarily fixed 
operators who are able to provide fibre optic or copper cables from their fixed 
network.  
                                                 
26  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
Section  6.5.2.2.  
27 Commission decision of 2 July 2014 in case M.7018 -  Telefónica Deutschland/E -Plus; Commission 
decision of 3 July 2012 in case M.6584 -  Vodafone/Cable & Wireless ; Commission decision of 
1 March 2010 in case M.5650 - T-Mobile/Orange; Commission decision of 7 October 2016 in case 
M.8131 - Tele2 Sverige / TDC Sverige.  
28  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
Section  6.6. 
29 Commission decision of 20 September 2013 in case M.6990 - Vodafone/Kabel Deutschland; 
Commission decision of 3 July 2012 in case M.6584 -  Vodafone/Cable  & Wireless; Commission 
decision of 1 March 2010 in case M.5650 T -Mobile/Orange ; Commission decision of 7 October 2016 
in case M.8131 -  Tele2 Sverige / TDC Sverige.  
30 Commission decision of 20 September 2013 in case M.6990 - Vodafone/Kabel Deutschland; 
Com mission decision of 1 March 2010 in case M.5650 -  T-Mobile/Orange ; Commission decision of 
7 October 2016 in case M.8131 -  Tele2 Sverige / TDC Sverige.  
 
10 (47) In previous cases, the Commission has left open the product market definition for 
backhaul services.31  
(48) In case M.7758 – Hutchison 3G Italy / WIND / JV , the question of the exact 
product and geographic market definition for wholesale services for fixed 
backhaul was left open, as the 2016 T ransaction did not raise competition 
concerns under any poss ible product market definition.32 
(49) The evidence in the Commission's file has not revealed any new development in 
the present case which might justify departing from the approach taken with 
regard to  the 2016 Transaction. 
4.3. Impact of the New Transaction  
(50) As mentioned in Section 4.1., in the 2016 Clearance Decision the Commission 
found that the 2016 Transaction would have significantly impeded effective 
competition only in the market for retail mobile telecommunications services in 
Italy and in the wholesale m arket for access and call origination on public mobile 
networks in Italy, while any competition concerns was excluded in relation to the 
other relevant markets identified in Section 4.2.  
(51) As further explained in this Section, based on a first phase market investigation, 
the Commission considers that, other than the creation of Wind Tre and the 
commercial launch of Iliad, no significant change has occurred in the competitive 
landscape on the relevant markets in comparison to the competitive landscape 
assessed by the Commission in the 2016 Clearance Decision. Thus, in a scenario 
where the 2016 Commitments were not in place, the New Transaction would give  
rise to the same competition concerns as the 2016 Transaction.  
4.3.1. Retail mobile telecommunications services  
(52) The Commission considers that, other than the creation of Wind Tre and the 
commercial launch of Iliad, no significant change has occurr ed in the competitive 
landscape on the market for the provision of retail mobile telecommunications 
services in Italy.  
(53) First, no new MNO (other than Iliad) has entered the market and only a few 
MVNOs have  launched services since the adoption of the 2016 Cl earance 
Decision.  
(54) Second, most of the respondents to the market investigation in the present case 
consider ed that there has not been any material development in the Italian market 
for the provision of retail mobile telecommunications services (other than t he 
creation of the Wind Tre and the entry of Iliad) since the adoption of the 2016 
Clearance Decision.33 The only relevant fact s mentioned by respondents to the 
market investigation are  the entrance of Iliad  as a result of the 2016 Commitment  
and the launch of Ho.Mobile and Kena , respectively Vodafone's and TIM's low 
                                                 
31 Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland; case 
M.6584 – Vodafone/Cable & Wireless . 
32  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
Section  6.7. 
33  Responses to questionnaire to MNOs and MVNOs –  RFI 2, question 1.  
 
11 cost brands launched on 22 June 2018 and 30 March 2017. Respondents, 
including Tiscali and PosteMobile, highlight ed how the launch of Vodafone's and 
TIM's low -brand offerings was in reaction to  Iliad's entrance in the market.  
(55) Few respondents  to the market investigation , including Poste Italiane S.p.A. 
("Poste Mobile") and Fastweb S.p.A. ("Fastweb"), the largest MVNOs in the 
Italian market , consider that Iliad, Ho.Mobile and Kena's  entrance is cr eating a 
distortion on the market due to the fact that these new players benefit from 
artificial wholesale access conditions that are not replicable by other MVNOs.34 
In this respect the Commission notes that, first, Ho.Mobile and Kena  are 
effectively second brands of MNOs and should be considered as such. Second, 
Iliad's wholesale access conditions are set forth in the 2016 Commitments 
precisely with a view to allowing Iliad to compete aggressively. Third , the fact 
that certain MVNOs a re unable to effectively compete with the MNOs due to 
their access conditions is a separate issue, which the Commission already noted in 
the 2016 Clearance Decision .35 
(56) Thus, it appears that, other than the creation of Wind Tre and the entry of Iliad as 
a result of the 2016 Commitments, the conditions of competition in the retail 
mobile market in Italy have not significantly changed since the adoption of the 
2016 Clearance Decision. 
(57) However, in the absence of Iliad’s entry and development as New MNO (which 
requires the full implementation of the 2016 Commitments , which is scheduled to 
occur over a long period of time36), the combination of Wind’s and H3G’s would 
likely result in the anticompetitive effects predicted in the 2016 Decision .  
(58) In fact, the Commissio n considers that, if the 2016 Commitments were not 
confirmed (ensuring the full development of a competitive  New MNO) , the New 
Transaction would raise serious doubts as to its compatibility with the internal 
market with regard to the market for the provisi on of retail mobile 
telecommunications services on the basis of the same findings discussed in 
Section 7.3 of the 2016 Clearance Decision. In part icular, as discussed in 
Section  4.1., the Commission considers that , if the 2016 Commitments were not 
confirme d, the New Transaction would likely give rise to both horizontal 
coordinated and non- coordinated anti -competitive effects on th at market since, in 
the absence of the 2016 Commitments, the anticompetitive effects of the 2016 
Transaction would likely materialise .  
(59) Nonetheless , the Commission considers that the New Transaction will not raise 
additional competition concerns not identified in the 2016 Clearance Decision 
(and addressed by the 2016 Commitments).  
(60) In this respect , the Commission notes that, first, the fact that the company 
combining Wind’s and H3G’s activities is jointly or solely controlled does not 
change the nature and breath of the competition problems stemming from the 
combination of Wind’s and H3G’s activities.  
                                                 
34  Responses to questionnaire to MNOs and MVNOs –  RFI 2.  
35  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
Section  7.3.2.4.c)ii.  
36  Some of the obligations foreseen in the 2016 Commitments could last more than […]  years.  
 
12 (61) Second, following the announcement of Iliad's entry and the implementation of 
the 2016 Commitments  until the date of adoption of this Decision, mobile prices 
have continued to decline and competition among mobile operators ha s 
intensified.37  
(62) In fact, data compiled by the Italian t elecommunications regulatory authority, 
Autorità per le Garanzie nelle Comunicazioni ("AGCOM"), shows that, following 
the creation of Wind Tre and the announcement and the first phase of 
implementation of the 2016 Commitments (leading to Iliad’s entry in the Italian 
market), existing MNOs have continued to compete aggressively against each 
other and the MVNOs. The continuously declining mobile prices are inter alia 
reflected in average consumer prices on telecoms services reaching a historical 
low in 2017 ( as shown in Figure 1)38, while at the same time data usage and 
demand strongly increased (as shown in Figures 2 and 3) and the general 
consumer price index has also increased.  
Figure  1: Evolution of telecom consumer prices index comp ared to general 
consumer price index in Italy (2010 – 2017)  
 
Source: AGCOM 2018 Annual Report, Figure 3.1.1. (available at: 
https://www.agcom.it/documents/10179/11258925/Relazione+annuale+2018/24dc1cc0- 27a7- 4ddd- 9db2-
cf3fc03f91d2)  
Note: 2010=100  
                                                 
37  See also paragraph (82)  of this Decision on the price pressure exerted by the largest MVNOs.  
38  In the 2016 Clearance Decision the Commission found that price was the most important parameter  of 
competition in the Italian retail mobile market, see Commission decision of 1 September 2016 in case 
M.7758 – Hutchison 3G Italy / WIND / JV , Section 7.3.1.3.b). 

 
13 Figure  2: Evolution of data traffic (March 2014 to March 2018)  
 
Source:  AGCOM's quarterly updates, 2/2018, page 15 (available at: 
https://www.agcom.it/documents/10179/11373550/Documento+generico+20 -07-2018/d5191177- 1864-
43d5 -86d8- a0b3fd8fa687?version=1.0).  
(63) The competitive nature of the Italian mobile telecommunications market, even 
prior to Iliad’s entry, is also reflected by the increased number of consumers 
switching their mobile provide r, as shown by the mobile number portability data 
(MNP) published by AGCOM. Such data shows an upward trend between 2013 
and 2017, and show an all -time peak in 2017. 

 
14 Figure  3: Evolution of number of subscriptions and customer switching (March 
2014 to March 2018)  
 
Source: AGCOM's quarterly updates, 2/2018, page 16 (available at: 
https://www.agco m.it/documents/10179/11373550/Documento+generico+20- 07-2018/d5191177- 1864-
43d5 -86d8- a0b3fd8fa687?version=1.0).  
(64) The above data still not report the impact of the entry of Iliad, occurred on 29 
May 2018. Nonetheless they reflect the fact that even the mere announcement of 
the entry of Iliad has preserved the competitive nature of the Italian retail mobile 
market. Indeed, the other players undertook several competitive measures in 
response to the announcement of such entry.  
(65) The entry of Iliad has been perceived as significantly aggressive in the market, as 
shown by the responses to the market investigation,39 but also analyst reports and 
press coverage.40 The other MNOs reacted strongly to Iliad’s market entry offer 
by doubling or tripling the data allowances inc luded in their respective 
underground offers compared to previous years, while keeping prices consistent 
as shown by Figure 4 below illustrating MNOs' offers in June 2018. 
                                                 
39  Responses to questionnaire to MNOs and MVNOs –  RFI 2.  
40  For example, Moodys's research  report "Italian mobile operators feel the heat from French newcomer 
Iliad" of 18 July 2018 states: "Iliad will exacerbate competition in Italy, a credit negative for all mobile 
companies operating there. French telecoms company Iliad launched its mobile s ervice in Italy in May 
2018. As a result, we expect the mobile service revenues of existing operators to decline on average by 
4%-6% annually for the next 18 months. Challenger companies that compete in lower -cost segments 
will be most affected. While the largest mobile operators say that they will not undercut Iliad, in an 
effort to protect their higherpriced customer bases, their significant price cuts and sales promotions 
since Iliad's entry, on top of the sharp price per Gigabyte (Gb) declines of up to 60% over the last 
year, increase the risk of a price war ." 

 
15 Figure  4: Comparison of MNOs' offers in June 2016, 2017 and 2018 to Iliad's offer  
2016 
[…] 
Source: Parties' response to RFI 1, Figure 4.  
(66) Consumer uptake of Iliad’s offer has been rapid with Iliad reporting that it has 
already reached 1 million customers within the first two months of operation, 
which corresponds to a market share of approximately 1,4% in the pre- paid 
segment based on 2017 subscriber numbers.41 
(67) Thus, the conditions of competition in the retail mobile market in Italy do not 
appear to have degraded during the implementation of the 2016 Commitments  
until the date of adoption of this Decision. 
(68) Third , most of the respondents to the market investigation consider ed that, if the 
2016 Commitments were confirmed, the New Transaction would have a neutral 
or positive  impact on the retail mobile market.42 Only one r espondent, Fastweb, 
consider ed that the New Transaction would have an impact on the Italian retail 
mobile telecommunications market. In particular, Fastweb considers  that the 
removal of VEON as shareholder from the decision- making process may increase 
the risk of coordination in the Italian retail mobile telecommunications markets. 
First, the New Transaction would facilitate Wind Tre reaching terms of 
coordination with Iliad. Second, since Iliad is only focused on the low -end of the 
market, the remaining MN Os will have the ability and incentive to coordinate 
better than they did before on the remaining of the market. Third, according to 
Fastweb, the New Transaction will increase Hutchison’s incentives to coordinate 
with its competitors in the other European markets where it operates, namely the 
UK, Sweden, Denmark, Austria and Ireland.43  
(69) In this regard, the Commission notes that, first, it is not clear why the removal of 
VEON as shareholder of Wind Tre would increase the risk of coordination in the 
Italian ma rket. Indeed , Wind Tre is a full function joint venture, independent from 
an operational and financial perspective from its shareholders. Therefore, 
assuming that Fastweb's claim is based on a reduction of the number of players 
who would coordinat e their m arket behaviour , Wind Tre's incentive to coordinate 
with the other market players would be the same irrespective of its ownership 
structure.  
(70) Second, as explained in Section 4.2.1. there is no segmentation of the  market for 
retail mobile telecommunications services based on different price points (such as 
"low -cost" vs "high- cost")  and, as described also in the 2016 Clearance Decision, 
price is the most important parameter of competition for customers choosing 
retail mobile services in Italy .44 Therefore, aggressive pricing would benefi t all 
customers in th e retail mobile telecommunications  market , thereby  disrupt ing a 
possible  coordination.  
                                                 
41  Parties' response to RFI 1.  
42  Responses to questionnaire to MNOs and MVNOs –  RFI 2, questions 2 and 5.  
43  Fastweb's submission of 23 August 2018.  
44  See footnote 38.  
 
16 (71) Third , the launch of low -cost brands by TIM and Vodafone in reaction to Iliad's 
entry  shows that the MNOs in the market  perceive Iliad as a threat and they are 
reacting to its entrance in order to defend their customer base. To the contrary, no 
attempt to search a new " equilibrium with Vodafone and TIM " with respect to the 
"higher spending segment " could be identified.  
(72) Finally, with respect to Fastweb's claim that the New Transaction will increase 
Hutchison’s incentives to coordinate with its competitors in the other European 
markets, the Commission note that  in no other market outside Italy Vodafone, 
TIM and Iliad are all present and Vodafone competes against Hutchison only  in 
Ireland  and the UK. Thus , the risk of coordination on retail markets different 
other than the Italian retail mobile market where WindTre is active is unlikely to 
increase as a result of the New Transaction.  
4.3.2. Wholesale services for access and call origination on mobile 
networks  
(73) The Commission considers that, other than the creation of Wind Tre and the 
commercial launch of Iliad, no significant change has occurred in the competitive 
landscape on the m arket for the provision of wholesale access and call origination 
services on mobile networks in Italy.  
(74) First, no new MNO (other than Iliad) has entered the market and sta rted offering 
wholesale access and call origination services in Italy, neither have th e competent 
Italian authorities  modified the regulatory framework concerning the provision of 
those services.  
(75) Second, most of the respondents to the market investigation in the present case 
consider ed that there has not been any material development in the  Italian market 
for the provision of wholesale access and call origination services on mobile 
networks (other than the creation of the Wind Tre and the entry of Iliad) since the 
adoption of the 2016 Clearance Decision.45  
(76) A few MVNO respondents explained that the re is still little competition in the  
market for wholesale access and call origination , that new MVNOs have 
difficulties to obtain an access agreement in Italy and that no new MVNO  has 
entered the market since 1 September 2016 and small MVNOs ha ve exited the 
market since th at same date.46 
(77) In this respect, the Commission notes that the difficulties in obtain ing an access 
agreement in Italy from MVNOs were not merger specific in themselves already 
at the time the Commission assessed the 2016 Transacti on. Indeed, the results of 
the market investigation in case M.7758 -  Hutchison 3G Italy / WIND / JV  
indicated that MVNOs are rarely approached by MNOs unless the MVNO takes 
the initiative to a negotiation or announces its intentions.47 As explained in the 
2016 Clearance Decision, MNOs provide wholesale access in order to make use 
of spare capacity and the possibility to generate incremental revenue; however, 
                                                 
45  Responses to questionnaire to MNOs and MVNOs –  RFI 2, question 3.  
46  Responses to questionnaire to MNOs and MVNOs –  RFI 2, question 3.  
47  Commission decision of 1 Septem ber 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
recital  1225.  
 
17 because MNOs are vertically integrated and operate at both retail and wholesale 
level, there is a ris k that they will lose some of their retail subscribers to the 
MVNOs they host (so called "risk of cannibalization") . Thus, only if the MNOs 
and the MVNOs target different customer segments in the retail market, the risk 
of cannibalisation is lower, and MNO s may be more inclined to provide 
wholesale access to the MVNO.48 There is therefore no indication that the 
MVNOs ’ difficulties to obtain an access agreement in Italy are the result of the 
2016 Transaction, which was approved on the basis of Commitments des igned to 
eliminate competition concerns also on the wholesale market, through the 
development of a New MNO having the ability and the incentives to grant 
wholesale access to MVNOs . 
(78) Thus, it appears that , other than the creation of Wind Tre and the entry of  Iliad as 
a result of the 2016 Commitments, the conditions of competition in the wholesale 
mobile market  in Italy have not significantly changed since the adoption of the 
2016 Clearance Decision.  
(79) However, in the absence of Iliad’s entry and development as  New MNO (which 
requires the full implementation of the 2016 Commitments), the combination of 
Wind’s and H3G’s would likely result in the anticompetitive effects predicted in 
the 2016 Decision.  
(80) In fact, on the basis of the same findings discussed in Section 7.4 of the 2016 
Clearance Decision, the Commission considers that, if the 2016 Commitments 
were not confirmed (ensuring the full development of a New MNO , having the 
ability and the incentives to compe te also at the wholesale level ), the New 
Transaction would raise serious doubts as to its compatibility with the internal 
market also with regard to the market for the provision of wholesale access and 
call origination services on mobile networks. In particular, as discussed in 
Section  4.1., the Commission considers that , if the 2016 Commitments were not 
confirmed, the New Transaction would likely give rise to horizontal non-
coordinated anti -competitive effects on th at wholesale market since, in the 
absence of the 2016 Commitments, the anticompetitive effects of the 2016 
Transaction  would likely materialise .  
(81) Nonetheless the Commission considers that the New Transaction will not raise 
additional competition concerns not identified in the 2016 Clearance Decis ion 
(and addressed by the 2016 Commitments).  
(82) In this respect the Commission notes that, first, the fact that the company 
combining Wind’s and H3G’s activities is jointly or solely controlled does not 
change the nature and breath of the competition problem s stemming from the 
combination of Wind’s and H3G’s activities.  
(83) Second, most of the respondents to the market investigation considered that the 
New Transaction would only have a neutral impact on the market for the 
provision of wholesale access and call or igination services on mobile networks in 
Italy, with only a minority considering that the impact of the New Transaction 
                                                 
48  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
recitals  1226- 1228.  
 
18 could be negative .49 Among such minority , Transatel stated that the " full takeover 
of WINDTre  by H3G might change the governance of the 3rd Italian MNO and 
H3G shareholders vision might be actually to limit the wholesale business of H3G 
Italy in order to give more room to the retail business ." In this respect the 
Commission notes that the reductio n of the number of hosting MNOs from four to 
three and the creation of a larger player with less incentives to host MVNOs was 
in fact one of the elements underpinning the finding of competition concerns in 
the 2016 Clearance Decision and that the 2016 Comm itments aimed at 
remedying.  
(84) Finally , similar to its assessments in the 2016 Clearance Decision,50 the 
Commission considers that it is not necessary to take a view on whether the New 
Transaction raises serious doubts as to its compatibility with the internal market 
due to horizontal  coordinated effects on the wholesale market , as the 
commitments  offered by the Notifying Party  on 9 August 2018 would address 
such coordinated effects , as the 2016 Commitments did.51 
4.3.3. Conclusion 
(85) In light of the above, the Commission considers that, if the 2016 Commitments 
were not confirmed, the New Transaction would raise serious doubts as to its 
compatibility with the internal market with regard to the market for the provision 
of retail mobile telecommunications services on the bas is of the same findings 
discussed in Section 7.3 of the 2016 Clearance Decision as well as with regard to 
the market for the provision of wholesale access and call origination services on 
mobile networks on the basis of the same findings discussed in Secti on 7.4 of the 
2016 Clearance Decision. 
5. COMMITMENTS  
(86) In order to remove the serious doubts arising from the New Transaction described 
in Section 4, on 9  August 2018 the Notifying Party submitted commitments 
pursuant to Article 6(2) of the Merger Regulation ( the " New Commitments"), 
which are annexed to this D ecision and form an integral part thereof.  
(87) In particular, since the 2016 Commitments ha ve not yet been fully implemented, 
Hutchison has committed to fully comply, or to procure full compliance from any 
of its group companies, with the 2016 Commitments and to take full and sole 
responsibility for the implementation of the 2016 Commitments.  
(88) The Commission considers that the New  Commitme nts entered into by  Hutchison  
are sufficient to eliminate the serious doubts as to the compatibility of the New 
Transaction with the internal market.  
                                                 
49  Responses to questionnaire to MNOs and MVNOs –  RFI 2, question 4.  
50  Commission decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , 
Sectio n 7.4.2.  
51  The 2016 Commitments allow Iliad to offer wholesale access to MVNOs in Italy, which in the 2016 
Decision was considered sufficient to remove the concerns on the wholesale market (see Commission 
decision of 1 September 2016 in case M.7758 –  Hutchison 3G Italy / WIND / JV , Section 8.6.1.6.c).  
 
19 (89) First, as described in Section 4.3.1 and 4.3.2, the market investigation has  shown  
that there have  been no significant changes to the market s for the provision of 
wholesale and retail mobile services in Italy since the adoption of the 2016 
Clearance Decision other than the creation of Wind Tre and the entry of Iliad.52  
(90) Second, as described in Section 4.3.1 and 4.3.2 , no new competition concerns 
arise from the New Transaction . 
(91) Third, the Commission considers that there is no need to modify the 2016 
Commitments since (i) their implementation is on track and all the main 
milestones laid down in the 2016 Commitment s have been achieved so far53 and 
(ii), as indicated above, the entry of Iliad following the first phase of 
implementation of the 2016 Commitments is maintaining effective competition in 
the relevant markets.    
(92) In this respect , the Commission notes that  the Italian competition authority, the 
Autorità Garante della Concorrenza e del Mercato,  also considered  that the 2016 
Commitments had a beneficial effect on the Italian retail mobile 
telecommunications market both in terms of price and quality and such m easures 
should be confirmed in the Commission's decision assessing  the New 
Transaction.54  
(93) As regards the wholesale market, the Commissio n notes that, since 
1 September  2016 there has been new MVNOs launches. In particular, Nextus 
Telecom – hosted by TIM – launched its services in November 2016, Rabona 
Mobile in 2017 and Welcome Italia in 2018, both of them hosted by TIM. 
Moreover, ENEL is expected to launch its own MVNO by the end of 2018. 
Further, there have been migrations of MVNOs fr om one network to another 
(e.g. Optima previously hosted on the Hutchinson network moved in 2017 on 
Vodafone network).55  
(94) Further the Commission notes that there has been a continuous increase of the 
total market size of the wholesale market in terms of subscribers before and a fter 
the 2016 Transaction, as shown by the data of the analys t firm Busacca & 
Associati, presented in Table 5 below.  
                                                 
52  TIM expressed the concern that the National Roaming Agreement could distort competition providing 
conditions w hich under normal commercial negotiation would not be available to an incoming new 
operator nor to another access seeker (i.e. MVNO), see response to questionnaire to MNOs and 
MVNOs – RFI 2, question 5. In this respect the Commission notes that the commerc ial conditions of 
the National Roaming Agreement aim at granting the New MNO a cost structure similar to the cost 
structure and incentives to offer wholesale access of the other MNOs during the transitional period 
when it is rolling out its network. In par ticular, in the first […] during which the New MNO enjoys a 
capacity based price model, the New MNO the incentives to aggressively acquire new customers (as 
Iliad's entry as shown) as well as to offer wholesale access to the extent it has not used its capacity 
commitment. This is precisely the same economics which drive an MNO's decision to offer wholesale 
access. See Commission decision of 1 September 2016 in case M.7758 – Hutchison 3G Italy / WIND / 
JV, recitals 1223 -1228 and Section 8.6.1.6.c).  
53  Grant Thornton, Status of implementation report to the European Commission pursuant the case 
M.7758 of 24 August 2018.  
54  Autorità Garante della Concorrenza e del Mercato, Observations on the M.9041 –  Hutchison / Wind 
Tre case.  
55  Vodafone's response to questionnaire to MNOs and MVNOs –  RFI 2, question 3, and Parties' response 
to RFI 1.  
 
20 Table 5: Evolution of total market size and m arket shares in wholesale market for 
access and call origination on pu blic mobile networks in Italy  
(subscriptions , 2014- 2017)  
 2014  2015  2016  2017  
mln Share  mln Share  mln Share  mln Share  
Tre Wind  […] [10-
20]% […] [30-40]%  […] [30-40]%  […] [20-
30]% 
TIM […] [10-
20]% […] [10-20]% […] [10-20]% […] [30-
40]% 
Vodafone  […] [60-
70]% […] [50-60]% […] [50-60]% […] [30-
40]% 
Total  […] 100%  […] 100%  […] 100%  […] 100%  
Source: Busacca & Associati  (Parties' reply to RFI 1 and 2016 Clearance Decision).  
(95) A similar increase in the number of subscribers of MVNOs (represented in terms 
of number of SIM cards) is also constantly reported by AGCOM, in its quarterly 
updates on key developments in the telecommunications sector.56  
(96) Thus, it appears that the implemen tation of the 2016 Commitments has preserve d 
the conditions of competition in the wholesale mobile market in Italy  as in the 
pre-2016 Transaction scenario. 
(97) Fourth, no evidence in the Commission's file suggests that Hutchison is less likely 
or able to imple ment the Commitment than Hutchison and VEON together.  
(98) Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakin gs concerned comply with the commitments 
they have entered into vis-à-vis the Commission with a view to rendering the 
concentration compatible with the internal market.  
(99) The achievement of the measure that gives rise to the change of the market is a 
condit ion, whereas the implementing steps which are necessary to achieve this 
result are generally obligations on the parties. Where a condition is not fulfilled, 
the Commission's decision declaring the concentration compatible with the 
internal market no longer  stands. Where the undertakings concerned commit a 
breach of an obligation, the Commission may revoke the clearance decision in 
accordance with Article 6(3)(b) of the Merger Regulation. The undertakings 
                                                 
56 See in particular update 1/2017, pages 8 -10 (available at: 
https://www.agcom.it/documents/10179/7278186/Studio- Ricerca+20 -03-2017/ff456794- 5ad4- 47cd-
ad5c -4099d84a2f5c?version=1.0), 2/2017, pages 12- 14 (available at: 
https://www.agcom.it/documents/10179/8144896/Studio- Ricerca+20 -07-2017/d784816b- 708d- 471b-
adc3 -82337ce08b98?version=1.0), 3/2017, pages 8- 10 (available at: 
https://www.agcom.it/documents/10179/8772724/Studio -Ricerca+23 -10-2017/46e00143- f550- 44ef-
8089- 05d16113b0a5?version=1.2), 4/2017, pages 8- 10 (available at: 
https://w ww.agcom.it/documents/10179/9315395/Documento+generico+11- 01-2018/30d3e2fa -2f9e-
4c14- be41- 6ffa278593f5?version=1.0), 1/2018, pages 9- 11 (available at: 
https://www.agcom.it/documents/10179/10293149/Studio- Ricerca+16 -04-2018/1c205715- a147- 43fa-
a9a1 -f778690fe65b?version=1.4), and 2/2018 (the last available at the time of adoption of this 
Decision), pages 12 -14 (available at: 
https://www.agcom.it/documents/10179/11373550/Documento+generico+20- 07-2018/d5191177-
1864- 43d5- 86d8- a0b3fd8fa687?ve rsion=1.0).   
 
21 concerned may also be subject to fines and periodic penalty payments under 
Articles 14(2) and 15(1) of the Merger Regulation.  
(100)  In accordance with the basic distinction between conditions and obligations 
described above, Section B (including Annexes 1 to 9) of Annex 1 to the New 
Commitments, constitute condit ions attached to this D ecision, as only through full 
compliance therewith can the structural changes in the relevant markets be 
achieved. Sections C to F of Annex 1 to the New Commitments constitute 
obligations, as they concern the implementing steps which  are necessary to 
achieve the modifications sought in a manner compatible with the internal market.   
(101)  As a consequence  of the entry into force of the New Commitments , VEON will 
be released from all of its obligations under the 2016 Commitments.  
6. CONCLUSION  
(102)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market, subject to full compliance with the conditions in Section B 
(including Annexes 1 to 9) of Annex 1 to the New Commitments annexed to the 
present decision and with the obligations contained in the other sections of the 
said commitments. This D ecision is adopted in application of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merge r Regulation and Article 57 of the EEA 
Agreement.  
For the Commission 
(Signed ) 
Margrethe VESTAGER  
Member of the Commission 
 
 
ANNEX 1  
 
 
 European Commission 
DG Competition  Place Madou 1  
1210 Saint -Josse -ten-Noode  
 
 
 
 
 
CASE M.9041 
HUTCHISON /  WIND TRE  
 
COMMITMENTS TO THE EUROPEAN COMMISSION  
9 August  2018 
  
 
On 18 July 2016, in case M.7758, Hutchison Europe Telecommunications S.À R.L. 
(HET ) and VimpelCom Luxembourg Holdings S.À R.L., which has since been 
renamed VEON Luxembourg Holdings ( VLH ), jointly entered into certain 
Commitments ( the 2016 Commitments , attached in Annex 1) vis -à-vis the European 
Commission ( Commission ) with the view to rendering the creation of a joint ve nture, 
Hutchison 3G Italy Investments S.À R.L., which has since been renamed VIP -CKH 
Luxembourg S.à. R.L. ( VIP-CKH ), compatible with the internal market and the 
functioning of the EEA Agreement . The Commission cleared the creation of a joint 
venture, Hutch ison 3G Italy Investments S.À R.L. , subject to full compliance with the 
2016 Commitments ( the 2016 Clearance Decision ). 
 
On 3 July 2018, CK Hutchison Holdings Limited, which indirectly wholly owns and 
controls HET, and VEON Ltd, which indirectly wholly owns and controls VLH 
(together with other companies in their respective corporate groups) agreed that HET 
would acquire the entirety of VLH’s shareholding in VIP -CKH (the Transaction ).  
Accordingly, HET will obtain sole control of VIP-CKH and VLH will cease being a 
shareholder in VIP-CKH . 
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the Merger 
Regulation ), HET hereby enters into the following commitment ( the Commitment) 
vis-à-vis the Commission with the view to renderi ng the Transaction compatible with 
the internal market and the functioning of the EEA Agreement:  
HET commits to fully comply, or to procure full compliance from any of its group 
companies, with the 2016 Commitments.  
 
2   
Thus, HET will take full and sole responsibility for the implementation of the 2016 
Commitments and, as of the closing of the Transaction, releases VLH from all of its 
obligations under the 2016 Commitments.  
This Commitment shall take effect upon the date of adoption of the Commission’s  
Decisi on pursuant to Article 6(2)  of the Merger Regulation to declare the 
concentration in case M.9041 compatible with the internal market and the functioning 
of the EEA Agreement (the Decision ). 
 
This text shall be interpreted in the light of the Decision, in the general framework of 
Union law, in particular in light of the Merger Regulation, and by reference to the 
Commission Notice on remedies acceptable under Council Regulation (EC) No 
139/2004 and under Commission Regulation (EC) No 802/2004 (the Remedies 
Notice). Annex 1 shall also be interpreted in light of the 2016 Clearance Decision . 
 
 
 
 
EXECUTED by Hutchison Europe Telecommunications S.À R.L.  
 
 
…………………………………… 
duly authorised for and on behalf of  
Hutchison Europe Telecommunications S.À R.L.  
 
 
 
3  Annex 1  
 
European Commission 
DG Competition Place Madou 1 
1210 Saint -Josse -ten-Noode  
  
CASE M.7758 
HUTCHISON EUROPE TELECOMMUNICATIONS S.À R.L/  
VIMPELCOM LUXEMBOURG HOLDINGS S.À R.L  
COMMITMENTS TO THE EUROPEAN COMMISSION  
18 July 2016  
Pursuant to Article 8(2) and 10(2) of Council Regulation (EC) No 139/2004 (the 
Merger Regulation ), Hutchison Europe Telecommunications S.À R.L.  and 
VimpelCom Luxembourg Holdings S.À R.L.  (together the Parties ) hereby enter into 
the following commitments (the Commitments ) vis-à-vis the E uropean Commission 
(the Commission ) with the view to rendering the creation of a joint venture, 
Hutchison 3G Italy Investments S.À R.L.  (H3GII ), (the Concentration ) compatible 
with the internal market and the functioning of the EEA Agreement.  
The Commitments shall take effect upon the date of adoption of the Decision (the 
Effective Date).  
This text shall be interpreted in the light of the Commission’s Decision pursuant to 
Article 8(2) of the Merger Regulation to declare the Concentration compatible with 
the internal market and the functioning of the EEA Agreement (the Decision ), in the 
gene ral framework of Union law, in particular in light of the Merger Regulation, and 
by reference to the Commission Notice on remedies acceptable under Council 
Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 
(the Remedies Notice).  
A. DEFINITIONS  
1. For the purpose of the Commitments, the following terms shall have the 
following meaning:  
2G National Roaming Services : has the meaning given in paragraph 21.  
3G/4G MOCN Services : has the meaning given in paragraph 21.  
[the most densely populated area] : means an area to be agreed between the 
Parties and the New MNO and corresponding to the most densely -populated 
areas of Italy […] .  
Affiliated Undertakings : means any undertakings controlled by the Parties 
and/or by the ultimate parents of the Parties, whereby the notion of control 
shall be interpreted pursuant to Article 3 of the Merger Regulation and in light 
of the Commission Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between 
undertakings.  
Annual Capacity Commitment:  has the meaning given in paragraph 22(f)(ii). 
 
4  Capacity Commitment : has the meaning given in paragraph 22( f)(ii).  
Closing : means the completion of the Concentration whereby the Parties 
create a joint venture, H3GII.  
Co-location Sites : means macro access network sites owned by the Parties (or 
their Affiliated Undertakings) on which the Parties co -locate with the New 
MNO in accordance with the Co -location Agreement.  
Confidential Information : means any business secrets, know -how, 
commercial information, or any other information of a proprietary n ature that 
is not in the public domain. 
Conflict of Interest: means any conflict of interest that impairs the Monitoring 
Trustee’s objectivity and independence in discharging its duties under the 
Commitments.  
[…]: […] . 
Divestment Spectrum : means:  
• the 2x5MH z spectrum block ( […]) on the 900 MHz frequency 
currently held by […]  (the 900MHz Spectrum );  
• the 2x5MHz spectrum block ( […]) or, with the consent of the New 
MNO,  the 2x5MHz spectrum block ( […]) on the 1800 MHz frequency 
currently held by […]  (the 1800 MHz  Spectrum Block 1 );  
• the 2x5MHz spectrum block ( […]) on the 1800 MHz frequency 
currently held by […]  (the 1800 MHz Spectrum Block 2 and together 
with the 1800MHz Spectrum Block 1, the 1800MHz Spectrum );  
• the 2x5 MHz spectrum block ( […]) on the 2100 MHz FDD  frequency 
currently held by […]  (the 2100MHz Spectrum Block 1);  
• the 2x5 MHz spectrum block ( […]) on the 2100 MHz FDD frequency 
currently held by […]  (the 2100MHz Spectrum Block 2 and together 
with the  2100MHz Spectrum Block 1, the  2100MHz Spectrum ); and  
• the two 2x5MHz spectrum blocks ( […]) on the 2600 MHz frequency 
currently held by […]  (the 2600MHz Spectrum ).  
Effective Date: means the date of adoption of the Decision. 
Extended Sites : means […] Sites in the [least densely populated area]  
(comprising approximately […] Transfer Sites and approximately […] Co-
location Sites) or such lower number to which the Monitoring Trustee does not 
object in accordance with paragraph 12.  More particularly, the Extended Sites 
will be located within the least densely populated areas  of Italy […].  
Extended Term : has the meaning given in paragraph 22(b) . 
Fast Track Dispute Resolution Mechanism : has the meaning given in 
paragraph 24.  
Further Sites : means […] Sites in the [least densely populated area]  
(comprising approximately […] Transfer Sites and approximately […] Co-
 
5  location Sites)  or such lower number to which the Monitoring Trustee does not 
object in accordance with paragraph 12.  
H3G : means H3G S.p.A., a joint stock company with a sole shareholder 
incorporated under the laws of Italy, whose registered office is at Via 
Leonardo Da Vinci 1, 20090 Trezzano sul Naviglio, Milan, Italy and 
registered with the Register of Enterprises of Milan with tax code and 
registration number 02517580920. 
H3GII : means a joint venture company, Hutchison 3G Italy Investments S.À 
R.L., which upon Closing will be jointly controlled by HET and VIP, the 
holding companies of H3G and WIND.  
HET : means Hutchison Europe Telecommunications S.À R.L. , a société à 
responsabilité limitée  incorporated under the laws of the Grand Duchy of 
Luxembourg, having its  registered office at 7, rue du Marché- aux-Herbes, L -
1728 Luxembourg, Grand Duchy of Luxembourg, registered with the 
Luxembourg Trade and Companies’ Register under number B74649.  
Indemnified Party : has the meaning given in paragraph 51.  
Initial Sites : means […] Sites in the [most densely populated area]  
(comprising approximately […] Transfer Sites and approximately […] Co-
location Sites)  or such lower number to whic h the Monitoring Trustee does not 
object in accordance with paragraph 10.  
Initial Term : has the meaning given in paragraph 22(b) . 
[least densely populated area] : means an area to be agreed between the Parties 
and the New MNO and corresponding to the least densely popula ted areas of 
Italy […]  (i.e. all areas in Italy excluding the [most densely populated area] ). 
Monitoring Trustee : means one or more natural or legal person(s) who is/are 
approved by the Commission and appointed by the Parties, and who has/have 
the duty to monitor the Parties’ compliance with the conditions and obligations 
attached to the Decision.  
Monitoring Trustee Proposal : has the meaning given in paragraph 27.  
Network : means (as the context requires) the H3G or WIND publicly available 
cellular radio access network (including that of the combined business as it is 
consolidated post -Closing) in Italy from time to time.  For the avoidance of 
doubt, the 2G National Roaming Services and 3G/4G MOCN Services shall be 
provided on the publicly available cellular radio access network operated or 
used by WIND in Italy ( including that of H3G as it is consolidated with 
WIND post-Closing ) and, once the consolidat ion has been completed, on the 
consolidated network.  
New MNO:  means Iliad S.A. a société anonyme  incorporated under the laws 
of France, having its registered office at 16, rue de la Ville l’Evêque, 75008 
Paris, France and registered in Paris in the Trade and Companies Register 
under no. 342 376 332 (or an Affiliated Undertaking).  
New MNO Agreements : has the meaning given in paragraph 5(a).  
RAN Sharing : has the meaning given in paragraph 18. 
Ready for Service Date: has the meaning given to it in paragraph 22(a) . 
 
6  Request : has the meaning given to it in paragraph 25. 
Response : has the meaning given to it in paragraph 25. 
Sites : means the Initial Sites, the Further Sites and the Extended Sites as the 
context requires all of wh ich shall be macro access network sites.  
Transfer Sites:  means macro access network sites which the Parties will divest 
to the New MNO in accordance with the Commitment in Section B.II.  The 
assets/rights to be available at each Transfer Site consist of ( i) the transfer of a 
ground lease or site use agreement for the Transfer Site (including any rights 
and obligations arising from such lease or agreement, and if applicable, any 
construction permits or agreements allowing the use of any such Transfer 
Sites) , but excluding any permits relating to the operation of active equipment ; 
and (ii)  the transfer of title to the applicable passive equipment owned by the 
Parties at the Transfer Site.  For the avoidance of doubt, radio base station 
equipment, microwave tr ansmission equipment, and any other electronic 
equipment which carries traffic shall not be transferred to the New MNO.  
VIP: means VimpelCom Luxembourg Holdings S.À R.L. , a société à 
responsabilité limitée  incorporated under the laws of the Grand Duchy of 
Luxembourg, having its registered office at 15, rue Edward Steichen, L -2540 
Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg 
Trade and Companies’ Register under number B199019. 
WIND : means Wind Telecomunicazioni S.p.A, a joint stock company with a 
sole shareholder incorporated under the laws of Italy, whose registered office 
is at Via Cesare Giulio Viola, 48 Rome, 00148, Italy and registered with the 
Register of Enterprises of Rome with  tax code and registration number 
05410741002. 
B. NEW MNO COMMITMENT  
2. The Parties commit to (i)  divest the Divestment Spectrum to the New MNO in 
accordance with paragraphs 6 and 7; (ii)  divest the Initial Sites and/or co -
locate with the New MNO on the Initial Sites in accordance with  paragraphs 9 
and 10; (iii)  divest and/or co- locate with the New MNO in respect of the 
Further Sites and the Extended Sites  in accordance with  paragraphs  11 and 12, 
unless the New MNO enters RAN Shar ing with the Parties in accordance with 
paragraphs 18 to 20; (iv)  provide the 2G National Roaming Services and the 
3G/4G MOCN Services to the New MNO in accordance with paragraph 22; 
and (v)  offer […] to the New  MNO in accordance with paragraph 23.  With 
respect to (ii) and (iii) the Parties commit to comply with the procedure and 
terms set out in paragraphs 13 to 17. 
3. Subject to paragraph 8 below, in order to maintain the structural effect of the 
Commitments, the Parties shall, for a period of 10 years after Closing, not 
acquire, whether directly or indirectly,  the possibility o f exercising influence 
(as defined in paragraph 43 of the Remedies Notice, footnote 3) over the 
whole or part of  the New MNO’s activities in the mobile telephony sector in 
Italy and/or otherwise acquire the Divestment Spectrum or the Sites unless, 
followin g the submission of a reasoned request from the Parties showing good 
cause and accompanied by a report from the Monitoring Trustee, the 
Commission finds that the re -acquisition of some or all of the Sites or the 
 
7  Divestment Spectrum does not undermine the e ffectiveness of the 
Commitments.  
4. The Concentration shall not be implemented before the Parties have entered 
into the New MNO Agreements and the Commission has approved the New 
MNO Agreements.  
5. The Parties shall be deemed to have complied with the Commitme nts in 
Section B upon the Parties (and/or their respective Affiliated Undertakings) 
having:  
(a) entered into the following agreements with the New MNO:  
(i) the Framework and Transfer Agreement;  
(ii) the Co -location Agreement; 
(iii) the National Roaming Agreement; and  
(iv) the RAN Shar ing Agreement,  
(together the New MNO Agreements ); 
(b) transferred and released the Divestment Spectrum to the New MNO in 
accordance with the dates indicated in paragraph 6; 
(c) divested to the New MNO or entered into site specific agreements for 
co-location with the New MNO on the Initial Sites by […]  in 
accordance with paragraphs 9 and 10;  
(d) either (i)  divested to the New MNO or entered into co- locatio n with the 
New MNO on the Further Sites and Extended Sites in accordance with 
paragraphs 11 and 12; or (ii)  enabled the Network for the provision of 
RAN Sharing in accordance with paragraph 18; and 
(e) enabled the Network for the provision of the 2G National Roaming 
Services and 3G/4G MOCN Services to the New MNO by the Ready 
for Service Date in accordance with paragraph 22(a) .    
B.I: Divestment Spectrum  
6. The Parties commit to divest the Divestment Spectrum to the New MNO on a 
[phased ] basis substantially in accordance with the indicative spectrum release 
plan attached as Annex  1 (which may be modified from time to time in 
accordance with terms agreed between the Parties and the New MNO and 
approved by the Monitoring Trustee), subject to any adjustments required in 
order to obtain all necessary approvals required under applicable I talian 
legislation and regulation.  The [phased ] release of spectrum and transfer of 
rights to the New MNO to use the spectrum will be completed in its entirety 
by the following dates (subject to any changes to the release dates due to 
technical reasons wh ich are agreed between the Parties and the New MNO, 
communicated to the Monitoring Trustee and approved by the Commission) :  
(a) in relation to the 900MHz Spectrum by […] ; 
(b) in relation to the 1800MHz Spectrum ( Block 1) by […] ;  
 
8  (c) in rel ation to the 1800MHz Spectr um (B lock 2) by […] ; 
(d) in relation to the 2100MHz Spectrum (B lock 1 and Block 2) by […] ; 
and 
(e) in relation to the 2600MHz Spectrum by […] . 
7. […]. 
8. If following the transfer of the Divestment Spectrum  and before the end of the 
Initial Term:  
(a) the New MNO seeks to transfer more than […] % of the overall 
Divestment Spectrum (whether or not in the ordinary course of 
business) to any third party (excluding Affiliated Undertakings of the 
New MNO);  
(b) the New MNO seeks to transfer […] % (or less) of the overall 
Divestment Spe ctrum outside of the ordinary course of business to any 
third party (excluding Affiliated Undertakings of the New MNO); or  
(c) there is a combination or transfer of business or a sale of shares in the 
New MNO or any of its Affiliated Undertakings with or to a mobile 
network operator in Italy,  
the Parties shall have the right, subject to applicable approvals under Italian 
and/or EU law and the approval of the Monitoring Trustee, to […] .  […] .  
B.II: Sites  
[Most densely populated area]  
9. Subject to paragraph 10, the Parties commit to divest to the New MNO or to 
enter into co -location with the New MNO in respect of […] Initial Sites.  
10. The number of Initial Sit es can be reduced on a pro rata basis if  the New 
MNO:   
(a) obtains sites from a third party, provided that the New MNO obtains a 
total of approximately […]  macro access network sites (through 
acquisition or co- location from the Parties and/or third parties) lo cated 
in the [most densely populated area]  by […] ; or 
(b) enables technical solutions to achieve substantially the same coverage 
in the [most densely populated area]  as would be achieved with […] 
macro access network sites,  
in each case provided that the New MNO notifies the Monitoring Trustee in 
advance and the Monitoring Trustee does not object. 
[Least densely populated area]  
11. In respect of the [least densely populated area] , the Parties commit to either:  
(a) activate the RAN Sha ring with the New MNO in accordance with 
paragraph 18; or  
 
9  (b) subject to paragraph 12 , divest to the New MNO or enter into co-
location with the New MNO in respect of […]  Further Sites and […] 
Extended Sites.  
12. The number of Further Sites and the number of Extended Sites can be reduced 
on a pro rata basis if  the New MNO:  
(a) obtains sites from a third party, provided that (i)  the New MNO obtains 
a total of approximately […] macro access network sites (through 
acquisition or co- location from the Parties and/or third parties) located 
in the [least densely p opulated area]  by the last date on which the RAN 
Sharing option may be exercised by the New MNO in accordance with 
paragraph 19 below; and (ii)  the total number of  sites obtained from 
third parties (together with Sites obtained from the Parties) enables the 
New MNO to achieve in the [least densely populated area]  
substantially the same coverage that would be achieved with […] 
macro access network sites; or  
(b) enables t echnical solutions to achieve substantially the same coverage 
in the [least densely populated area]  as would be achieved with […] 
macro access network sites,  
in each case provided that the New MNO notifies the Monitoring Trustee in 
advance and the Monitor ing Trustee does not object. 
Terms of co -location 
13. The Parties commit to co -locate with the New MNO on Co- location Sites 
substantially in accordance with the following: 
(a) the New MNO shall have the right to install, operate, maintain and use 
its equipment in respect of Co -location Sites for the provision of 
current and future wireless and wireline communication services , 
provided that the New MNO shall not be permitted to operate any 
equipment, technology or spectrum except to the extent it is for its own 
sole use;  
(b) the Parties shall offer co -location on each Co- location Site for a term 
of […] years starting from the date of the relevant agreement in respect 
of the Co- location Site and, at the New MNO’s request, the Parties will 
discuss in good faith with the N ew MNO a possible extension on terms 
and conditions to be agreed; and  
(c) in consideration for co- location on each Co- location Sites, the New 
MNO shall pay a set -up fee covering the […]  in connection with co-
location and […] for each Co -location Site based on the rent, rates, 
energy, maintenance and other costs incurred by the Parties in respect 
of each Co -location Site.  
Process for making Sites available  
14. The Parties commit to making the Sites available for divestment or co -location 
in accordance with the indicative site release plan attached as Annex  2, which 
may be modified from time to time in accordance with terms agreed between 
 
10  the Parties and the New MNO and approved by the Monitoring Trustee.  The 
release of the Sites to the New MNO will be completed in its entirety by […] , 
subject to any change due to technical reasons which are agreed between the 
Parties and the New MNO, communicated to the Monitori ng Trustee and 
approved by the Commission .  
15. The procedure by which the Sites shall be made available for divestment or 
co-location shall be substantially in accordance with Annex 3 . 
Site suitability criteria and coverage  
16. The Sites shall meet the site suita bility criteria set out in Annex 4  save as 
otherwise requested by the New MNO and agreed between the Parties and the 
New MNO on a site by site basis . 
17. The Initial Sites, the Further Sites and the Extended Sites (or the RAN Sharing 
sites as defined in paragr aph 18) shall be capable of enabling the New MNO to 
provide outdoor coverage on the 900 MHz Spectrum for […]% of the Italian 
population ([…] % for in door)  provided the New MNO installs the appropriate 
equipment and takes the requisite steps needed to do so. 
B.III: RAN Sharing option  
18. The Parties commit to offer the New MNO an option to enter into a one -way 
radio access network ( RAN ) sharing solution cov ering a minimum of […] sites 
located in the [least densely populated area]  (RAN Sharing ) on substantially 
the following terms:  
(a) the RAN Sharing shall be based on a multi -operator radio access 
network (MORAN) architecture and the New MNO shall gain access 
to the Parties’ active network equipment at the sites (including 
antennas, base stations, backhaul and radio network controllers);  
(b) the RAN Sharing shall cover 3G and 4G technology, and, following 
commercial launch by H3GII, all future technologies (includin g 5G) as 
agreed between the Parties and the New MNO and subject to technical 
feasibility.  The RAN Sharing shall be provided using the Divestment 
Spectrum;  
(c) the RAN Sharing shall be activated on a [phased]  basis as 3G/4G 
MOCN Services are phased out;  
(d) the RAN Sharing shall be made available for a total term of […] from 
the date of initial activation and any extension shall be subject to terms 
to be agreed between the Parties and the New MNO;  
(e) the procedure by which macro access network sites shall be made 
available for RAN Sharing shall be as agreed between the Parties and 
the New MNO and shall be substantially in accordance with Annex 5 ; 
(f) in consideration for the RAN Sharing, the New MNO shall pay a set -
up fee and a contribution to on- going costs as set out i n Annex 6 ; 
 
11  (g) the New MNO may request a unilateral deployment of new 
technologies on the RAN Sharing macro access network sites and the 
Parties shall implement such unilateral requests subject to certain 
conditions to be further discussed and agreed from time to time 
between the Parties and the New MNO; and  
(h) the Parties shall ensure that  the technical specifications of the hardware 
and software used to implement the RAN Sharing at each macro access 
network site to provide mobile telecommunications car riers on the 
New MNO’s radio access network are substantially equivalent to the 
technical specifications of the hardware and software used by the 
Parties at that macro access network site to provide mobile 
telecommunications carriers on the Parties own rad io access network.  
This is subject to any differentiation due to: (i)  the spectrum holdings 
of the New MNO and the Parties; (ii)  the features, functionality and 
location of the New MNO’s and the Parties’ unilateral macro access 
network sites; and (iii)  any fault of the New MNO.  
19. The RAN Sharing option shall be exercisable by the New MNO at any time 
from […] until the later of: (i)  […]; and (ii)  […] . 
20. The number of sites referred to in paragraph 18 can be reduced on a pro rata 
basis , if the New MNO:  
(a) obtains sites from a third party  by the date referred to in paragraph 19, 
provided that the total number of sites obtained from third parties 
(together with Sites obtained from the Parties) enables the New MNO 
to achieve in the [least densely populated area]  substantially the same 
coverage that  would be achieved with [ …] macro access network sites; 
or 
(b) enables technical solutions to achieve substantially the same coverage 
in the [least densely populated area] as would be achieved with […]  
macro access network sites , 
in each case provided that the New MNO notifies the Monitoring Trustee in 
advance and the Monitoring Trustee does not object . 
B.IV: 2G National Roaming Services and 3G/4G MOCN Services  
21. The Parties commit to (or procure that one or more of their respective 
Affiliated Undertakings) enter into an agreement (the National Roaming 
Agreement ) to (i) provide 2G national roaming services to the New MNO to 
allow the New MNO’s customers to roam onto the Network ( 2G National 
Roaming Services ); and (ii)  implement and operate a 3G and 4G MOCN 
solution to link the Network and the New MNO’s core network  (3G/4G 
MOCN Services ). 
22. The 2G National Roaming Services and 3G/4G MOCN Services shall be 
provided on substantially the following terms:  
(a) the Network will be ready for the provision of 2G National Roaming 
Services and 3G/4G MOCN services to the New MNO as soon as 
 
12  practicable within […]  of Closing (the Ready for Service Date ), 
subject to any delays caused by acts or omissions of the New MNO;  
(b) the 2G National Roaming Services and 3G/4G MOCN Services shall 
be provided for an initial term ending at least […]  from the Ready for 
Service Date ( Initial Term ) with the option for the New MNO to 
prolong for a further […]  (Extended Term );  
(c) in considerati on for the provision of the 2G National Roaming Services 
and the 3G/4G MOCN Services the New MNO shall pay an initial set -
up fee […]  and, in addition, the fees described at paragraphs 22(e)(iii)  
and 22(f)(iii)- (iv) below;  
(d) the Parties shall provide the 2G National Roaming Services and 3G/4G 
MOCN Services in a manner that enables the quality of the radio 
access network services provided by the New MNO to its retail 
custome rs to be non- discriminatory and substantially equivalent to the 
corresponding quality of radio access network services provided by the 
Parties to the Parties’ retail customers on the Network.  […] ;  
(e) in relation to the 2G National Roaming Services:  
(i) the Part ies shall provide 2G voice and SMS and 2G data 
services operated from time to time on the Network to the New 
MNO;  
(ii) as from the […]  contract year, the New MNO shall be subject 
[…]; 
(iii) charges for 2G National Roaming Services shall be payable 
[…]; and  
(iv) the 2G Nat ional Roaming Services shall be provided on a 
national basis until the earlier of […] ; 
(f) in relation to the 3G/4G MOCN Services:  
(i) the 3G/4G MOCN Services shall cover 3G and 4G technology, 
and, following commercial launch by H3GII, all future 
technologies (inc luding 5G) as agreed between the Parties and 
the New MNO and subject to technical feasibility;  
(ii) the Parties shall make available a minimum of […]  million 
gigabytes ( Capacity Commitment) which the New MNO has 
agreed with the Parties to acquire during the fir st […]  years of 
the National Roaming Agreement as follows (each an Annual 
Capacity Commitment):  
[…];  
(iii) For the first […] , the following pricing structure for the 3G/4G 
MOCN Services shall apply:  
(A) a fixed fee agreed between the Parties and the New 
MNO for the Capacity Commitment.  For the avoidance 
 
13  of doubt, the fixed fee shall not vary in accordance […]  
served by the New MNO or the amount of data 
consumed […] served by the New MNO, in each case 
during the first […]  of the National Roaming 
Agreement .  No additi onal fee shall be charged for 
usage within the Capacity Commitment; 
(B) for the volumes exceeding the Capacity Commitment  a 
[…] per gigabyte;  
(C) for voice and SMS, […];  
in each case substantially in accordance with Annex  7; 
(iv) For the remaining term, the following p ricing structure for the 
3G/4G MOCN Services shall apply:  
(A) […] per gigabyte; and  
(B) for voice and SMS, a […];  
in each case substantially in accordance with Annex  7; 
(v) the New MNO shall be subject to overall 3G/4G capacity caps 
which shall be (during the […] ) set at a level above the 
applicable Annual Capacity Commitment and which shall be 
calculated on an annual basis as a percentage of Network 
capacity in accordance with the principles set out in Annex  7;  
(vi) as from the […]  contract year, the New MNO shall be subject 
to a 3G/4G consumption cap of […]  of the New MNO’s 
forecast traffic (subject to the overall capacity cap) in 
accordance with the principles set out in Annex  8, provided 
that (during the […] ) the consumption caps  shall be at least 
equal to the Annual Capacity Commitment .  In the […], no 
consumption cap will apply ; 
(vii) in the event that the New MNO […]  of its Annual Capacity 
Commitment in the […] contract year, it shall be entitled to 
[…] a proportion of the […]  Annual  Capacity Commitment into 
the immediately ensuing contract year as follows: (A)  at the 
end of the […]  contract year, no more than […]  of the Annual 
Capacity Commitment for the […]  contract year and (B)  at the 
end of the […]  contract year, no more than […]  of the Annual 
Capacity Commitment for the […]  contract year.  For the 
avoidance of doubt, there shall be no […]  Annual Capacity 
Commitments […] and in any subsequent contract year;  
(viii) […];  
(ix) 3G/4G MOCN Services shall initially be provided on a national 
geograp hic basis.  The New MNO may nominate macro access 
network sites on which the Parties shall withdraw 3G/4G 
MOCN Services (i.e. as the New MNO rolls out its own 
 
14  network).  […]  of such macro access network sites, the Parties 
shall […] to provide 3G/4G MOCN Se rvices on […]  in 
accordance with Annex  9 and the following:  
(A) if the New MNO […] , the Parties shall […] MHz 
spectrum on withdrawn macro access network sites 
during a […]  from the date of the availability of the 
[…]; or 
(B) if the New MNO does […] , the Parties will provide 
3G/4G MOCN Services on […] to the New MNO on 
withdrawn macro access network sites […] . 
(x) If the New MNO exercises the […]  option in accordance with 
paragraph 18, the Parties shall […]  in the [least densely 
populated area]  substantially in accordance with Annex  9. 
B.V: […]  
23. […].  
B.VI: Fast Track Dispute Resolution  
24. In the event that there is a dispute between the Parties and the New MNO as to 
the implementation of the Commitments in paragraphs 6 (including the 
relevant provisions of Annex  1), 14 (including the relevant provisions of 
Annex 2 ), 15 (including the relevant provisions of Annex 3 ), 16 (including the 
relevant provisions of Annex 4 ) and 17 of the Commitments, the New MNO 
shall have recourse to the following fast track dispute resolution mechanism 
(the Fast Track Dispute Resolution Mechanism ) for the sole purpose s of 
resolving matters of fact in relation to the implementation of these paragraphs 
of the Commitments .  
Pre-dispute escalation  
25. If the New MNO wishes to avail of the fast -track dispute resolution procedure, 
it shall send a written request to that effect ( the Request ) to the Parties, with a 
copy to the Monitoring Trustee.  In the Request, the New MNO shall set out in 
detail the reasons leading it to believe that the Parties have not properly 
implemented the Commitments referred to in paragraph 24 above.  If the 
Parties so wish, they shall provide a response ( Response ) by no later than […]  
working days following the receipt of the Request, with copies to the 
Monitoring Trustee.  
26. Within a reasonable period of time not exceeding […]  working days after 
receipt of the Request by the Parties (or Response by the New MNO, 
whichever is the later), t he New MNO and the Parties will use their best 
efforts to resolve through cooperation and consultation all differences of 
opinion and to settle all disputes underlying the Request.  If the settlement of 
the disputes fails within these […]  working days, the  CEOs of the Parties and 
a nominee of the New MNO may seek to resolve the matters in dispute within 
an additional […]  working days from expiry of the initial […] working days 
period. 
 
15  27. The Monitoring Trustee shall present to the New MNO and the Parties with its 
own proposal (the Monitoring Trustee Proposal ) for resolving the dispute 
within […] working days after receipt of the Request by the Monitoring 
Trustee, specifying in writing the action(s), if any, to be taken by the Parties in 
order to ensure compliance with the Commitments vis -à-vis the New MNO, 
and be prepared, if requested, to facilitate the settlement of the dispute.  To the 
extent the Parties and the New MNO have settled a dispute on the basis of the 
Monitoring Trustee Proposal and the Parties com ply with such settlement, the 
Parties shall be deemed not to be in breach of the Commitments.  
28. If the Parties and the New MNO have failed to resolve their differences under 
the process set out above, and provided that the CEOs of the Parties and the 
New MNO have not resolved the matters in dispute within […]  working days 
of the matter being escalated to them in writing by either party, the dispute 
resolution procedure below shall apply upon written notice by one party to the 
other  provided such notice is given within […] working days of the end of the 
[…] working day period specified in this paragraph.  
Dispute Resolution Procedure  
29. The Parties and the New MNO shall appoint a panel of experts (the Expert ) to 
determine any matter pursuant to paragraph 24 above.  
30. This panel shall comprise:  
(a) one expert appointed jointly by the Parties;  
(b) one expert appointed by the New MNO; and  
(c) one expert appointed by the two experts so appointed provided that if 
they fail to appoint the third expert within […] calendar days from 
their appointment, either the Parties or the New MNO may request the 
Monitoring Trustee to appoint the third expert, provided that each 
person so appointed shall be an independent, suitably qualified and 
experienced expert.  
31. The process shall be conducted in private and shall be confidential but under 
supervision of the Monitoring Trustee.  The language of the process sha ll be in 
English.  
32. The Expert shall act on the following basis:  
(a) the Expert shall act fairly and impartially;  
(b) each party shall submit to the Expert its brief and its submission in 
relation to the matter in dispute within […]  calendar days of the 
Expert's ap pointment;  
(c) the Expert shall decide the procedure to be followed within […]  
calendar days of their appointment, which may be the rules of 
arbitration of the London Court of International Arbitration;  
 
16  (d) the Parties and the New MNO shall assist and provide such  
documentation as the Expert reasonably requires to consider the 
matters referred to it in accordance with paragraph 24 by the New 
MNO;  
(e) decisions of the Expert shall be based on majority votes of the panel;  
(f) the Expert’s determination in relation to any matter pursuant to 
paragraph 24 shall be given within a maximum period of […] of the 
Expert’s appointment;  
(g) the Expert's determination in relation to any matter pursuant to 
paragraph 24 shall (save for manifest error or fraud) be final and 
binding on the Parties and the New MNO;  
(h) any challenge to the Expert’s determination in accordance with clause 
32(g)  shall be made in the Courts of England and Wales ; 
(i) each party shall carry out the actions required to comply with the 
obligations set out in the Expert’s determination in relation to any 
matter pursuant to paragraph 24 within any time -limits specified by the 
Expert; and  
(j) the Expert shall determine how and by whom the costs of the 
determination in relation to any matter pursuant to paragraph 24 
including the fees and expenses of the Expert are to be paid.  
33. The Commission shall be allowed and enabled to partic ipate in all stages of 
the fast -track dispute resolution procedure by:  
(a) receiving all written submissions (including documents and reports, 
etc.) made by the Parties and the New MNO to the procedure;  
(b) receiving all documents exchanged by the Expert with the  Parties and 
the New MNO to the procedure;  
(c) filing any written submissions; and  
(d) being present at the hearing(s) and being allowed to ask questions to 
the Parties and the New MNO.  
34. The Expert shall forward, or shall order the Parties and the New MNO to 
forward, the documents mentioned in paragraphs 33(a)  and 33(b)  to the 
Commission without delay.  
35. The Monitoring Trustee shall receive copies of:  
(a) all submissions made by the Parties and the New MNO in relation to 
the matters they wish to have resolved by the Expert, on the day when 
these have been submitted to the Expert;  
 
17  (b) all other d ocumentation provided by the Parties and the New MNO, on 
the day when these have been submitted to the Expert; and  
(c) the determination made by the Expert, on the day when the 
determination has been provided to the Parties and the New MNO.  
36. Following the final  transfer of Sites and the Divestment Spectrum in 
accordance with these Commitments the dispute procedure set out a bove shall 
no longer apply.  The  Fast Track Dispute Resolution Mechanism is without 
prejudice to any other rights and remedies that may be av ailable to the New 
MNO or the Parties as the case may be in respect of any breach of any of the 
New MNO Agreements. For the avoidance of doubt, the Expert shall have no 
authority to determine any liability (including any damages or other remedy) 
in relatio n to matters subject to the Fast Track Dispute Resolution Mechanism 
and any dispute on liability between the Parties and the New MNO shall be 
governed solely by the terms of the New MNO Agreements.  
C. RELATED COMMITMENTS  
[…] 
37. […]. 
D. MONITORING TRUSTEE  
Appointment procedure  
38. The Parties shall appoint a Monitoring Trustee to carry out the functions 
specified in paragraph 46 below.  The Parties commit not to c lose the 
Concentration before the appointment of a Monitoring Trustee.  
39. The Monitoring Trustee shall: (i) at the time of appointment, be independent 
of the Parties and their Affiliated Undertakings; (ii) possess the necessary 
qualifications to carry out its  mandate, for example have sufficient relevant 
experience as an investment banker or consultant or auditor; and (iii) neither 
have nor become exposed to a Conflict of Interest. 
40. The Monitoring Trustee shall be remunerated by the Parties in a way that does 
not impede the independent and effective fulfilment of its mandate.  
Proposal by the Parties  
41. No later than two weeks after the Effective Date, the Parties shall submit the 
name or names of one or more natural or legal persons whom the Parties 
propose to appoint as the Monitoring Trustee to the Commission for approval.  
The proposal shall contain s ufficient information for the Commission to verify 
that the person or persons proposed as Monitoring Trustee fulfil the 
requirements set out in paragraph 39 and shall include:  
(a) the full terms of the proposed mandate, which shall include all 
provisions necessary to enable the Monitoring Trustee to fulfil its 
duties under these Commitments; and  
(b) the outline of a work plan which describes how the Monitori ng Trustee 
intends to carry out its assigned tasks.  
 
18  Approval or rejection by the Commission 
42. The Commission shall have the discretion to approve or reject the proposed 
Trustee(s) and to approve the proposed mandate subject to any modifications it 
deems necessary for the Monitoring Trustee to fulfil its obligations.  If only 
one name is approved, the Parties shall appoint or cause to be appointed the 
person or persons concerned as Monitoring Trustee, in accordance with the 
mandate approved by the Commission.  If more than one name is approved, 
the Parties shall be free to choose the Monitoring Trustee to be appointed from 
among the names approved.  The Monitoring Trustee shall be appointed within 
one week of the Commission’s approval, in accordance with the ma ndate 
approved by the Commission.   
 New proposal by the Parties  
43. If all the proposed Monitoring Trustees are rejected, the Parties shall submit 
the names of at least two more natural or legal persons within one week of 
being informed of the rejection, in a ccordance with paragraphs 38 and 41 of 
these Commitments.  
Monitoring Trustee nominated by the Commission 
44. If all further proposed Monitoring Trustees are rejected by the Commission, 
the Commission shall nominate a Monitoring Trustee, whom the Parties shall 
appoint, or cause to be appointed, in accordance with a trustee mandate 
approved by the Commission.  The Monitoring Trustee shall also fulfil the 
requirements set out in paragraph 39.  
Functions of the Monitoring Trustee  
45. The Monitoring Trustee shall assume its specified duties and obligations in 
order to ensure compliance with the Commitments.  The Commission may, on 
its own initiative or at the request of the Monitoring Trustee or the Parties, 
give any orders or instructions to the Monitoring Trustee in  order to ensure 
compliance with the conditions and obligations attached to the Decision. 
Duties and obligations of the Monitoring Trustee  
46. The Monitoring Trustee shall:  
(a) propose in its first report to the Commission a detailed work plan 
describing how it intends to monitor compliance with the obligations 
and conditions attached to the Decision;  
(b) monitor compliance by the Parties with the conditions and obligations 
attached to the Decision.  In particular, the Monitoring Trustee shall 
specifically monitor co mpliance with the Commitments in paragraphs 
6, 15 and 18(e) ; 
(c) propose to the Parties such measures as the Monitoring Trustee 
considers necessary to ensure the Parties’ compliance with the 
conditions and obligations attached to the Decision;  
 
19  (d) provide to the Commission, sending the Parties a non- confidential 
copy at the same time, the following:  
(i) a written report in relation to the transfer of the Divestment 
Spectrum in accordance with paragrap h 6, to be provided 
within […] calendar days of the end of every […] from the 
appointment of the Monitoring Trustee until the Divestment 
Spectrum h as been transferred in full to the New MNO;  
(ii) a written report in relation to the Commitment to divest or co-
locate on Sites in accordance with paragraphs 9  to 12 and in 
respect of the making available of Sites in accordance with 
paragraphs 14 to 15, to be provided within […]  calendar days 
of the end of every […] from the appointment of the 
Monitoring Trustee until the Sites have been trans ferred to the 
New MNO or the Parties have entered into co- location on the 
Sites (as applicable);  
(iii) if the RAN Sharing option is exercised in accordance with 
paragraph 19, a written report in relation to the implementation 
of RAN Sharing in accordance with paragraph 18, to be 
provided within […]  calendar days of the end of every […] 
from the date on which the RAN Sharing option is exercised 
until the RAN Sharing has been activated […] ;  
(iv) a written report in relation to the implementation of the 2G 
National Roaming Services and 3G/4G MOCN Services , to be 
provided within […] calendar days of the end of every […] 
from the entering into of the National Roaming Agreement in 
accordance with paragraph 21 until the Ready for Service Date;  
(e) promptly report in writing to the Commission, sending the Parties a 
non-confidential copy at the same time, if it concludes on reasonable 
grounds that the Pa rties are failing to comply with these Commitments;  
(f) upon request in accordance with paragraph 3, provide a report to the 
Commission regarding the r e-acquisition of some or all of the Sites or 
Divestment Spectrum; 
(g) upon receipt of a request from the Parties (or the New MNO) referring 
to paragraphs 6, 8, 14, or 22(d) , communicate to the Parties (or the 
New MNO) and the Commission whether it grants its approval as 
provided for in those paragraphs;  
(h) assume the functions assigned to the Monitoring T rustee in relation to 
the Fast Track Dispute Resolution Mechanism in paragraphs 25, 27, 
30(c)  and 31. 
(i) assume the other functions assigned to the Monitoring Trustee under 
the conditions and obligations att ached to the Decision. 
47. The documents provided for above shall be prepared in English.  
 
20  Duties  and obligations of the Parties  
48. The Parties shall provide and shall cause its advisors to provide the Monitoring 
Trustee with all such co -operation, assistance and information as the Trustee 
may reasonably require to perform its tasks.  The Monitoring Trustee shall 
have full and complete access to any of the Parties’ books, records, documents, 
management or other per sonnel, facilities, sites and technical information 
necessary for fulfilling its duties under the Commitments and the Parties shall 
provide the Monitoring Trustee upon request with copies of any document.  
The Parties shall make available to the Monitoring  Trustee one or more offices 
on their premises and shall be available for meetings in order to provide the 
Monitoring Trustee with all information necessary for the performance of its 
tasks.  
49. The Parties shall provide the Monitoring Trustee with all adminis trative 
support that it may reasonably request.   
50. The Parties shall indemnify the Monitoring Trustee and its employees and 
agents (each an Indemnified Party ) and hold each Indemnified Party harmless 
against, and hereby agree that an Indemnified Party shall have no liability to 
the Parties for, any liabilities arising out of the performance of the Monitoring 
Trustee’s duties under the Commitments, except to th e extent that such 
liabilities result from the wilful default, recklessness, gross negligence or bad 
faith of the Monitoring Trustee, its employees, agents or advisors.  
51. At the expense of the Parties, the Monitoring Trustee may appoint advisors (in 
particul ar for corporate finance or legal advice), subject to the Parties’ 
approval (this approval not to be unreasonably withheld or delayed) if the 
Monitoring Trustee reasonably considers the appointment of such advisors 
necessary or appropriate for the performa nce of its duties and obligations 
under the mandate, provided that any fees and other expenses incurred by the 
Monitoring Trustee are reasonable.  Should the Parties refuse to approve the 
advisors proposed by the Monitoring Trustee the Commission may appro ve 
the appointment of such advisors instead, after having heard representations 
from the Parties.  Only the Monitoring Trustee shall be entitled to issue 
instructions to the advisors.  Paragraph 50 of these Commitments shall apply 
mutatis mutandis .   
52. The Parties agree that the Commission may share Confidential Information 
proprietary to the Parties with the Monitoring Trustee.  The Monitoring 
Trustee shall not disclose such information and the principles contained in 
Article 17  (1) and (2) of the Merger Regulation apply mutatis mutandis .  
53. At any point in time during its mandate the Monitoring Trustee shall be 
entitled to seek the expert advisory opini on of the Autoritá per le Garanzie per 
le Comunicazioni ( AGCOM ) on specific issues concerning: (i)  the Italian 
regulatory framework for mobile telecommunications, (ii)  market conditions 
in the Italian retail mobile telecommunications market, (iii)  the authorisation 
by MISE of the transfer of the Divestment Spectrum (pursuant to art 14 -ter of 
the Electronic Communications Code) and, where relevant, any implications 
of such authorisations regarding the release of the Divestment Spectrum , and 
(iv) questions re garding the laws and regulations applicable to radio frequency 
 
21  emissions at Sites .  To this end, the Monitoring Trustee shall be entitled to 
share Confidential Information proprietary to the Parties with AGCOM, 
provided that the Monitoring Trustee provides  the Parties with prior notice and 
a reasonable opportunity to make representations before sharing such 
information with AGCOM . 
54. The Parties agree that the contact details of the Monitoring Trustee are 
published on the website of the Commission's Directorate- General for 
Competition and they shall inform interested third parties of the identity and 
the tasks of the Monitoring Trustee.  
55. For a period of 10 years from the Effective Date the Commission may request 
all information from the Parties that is  reasonably necessary to monitor the 
effective implementation of these Commitments.  
Replacement, discharge and reappointment of the Monitoring Trustee  
56. If the Monitoring Trustee ceases to perform its functions under the 
Commitments or for any other good cause, including the exposure of the 
Trustee to a Conflict of Interest:  
(a) the Commission may, after hearing the Monitoring Trustee and the 
Parties, require the Parties to replace the Trustee; or  
(b) the Parties may, with the prior approval of the Commission, repl ace the 
Monitoring Trustee.  
57. If the Monitoring Trustee is removed according to paragraph 56 of these 
Commitments, the Monitoring Trustee may be requir ed to continue in its 
function until a new Monitoring Trustee is in place to whom the Monitoring 
Trustee has effected a full hand over of all relevant information.  The new 
Monitoring Trustee shall be appointed in accordance with the procedure 
referred to in paragraphs 38 to 44 of these Commitme nts.  
58. Unless removed according to paragraph 56 of these Commitments, the 
Monitoring Trustee shall cease to act as Monitoring Trustee only after the 
Commission has discharged it from its duties after all the Commitments with 
which the Monit oring Trustee has been entrusted have been implemented.  
However, the Commission may at any time require the reappointment of the 
Monitoring Trustee if it subsequently appears that the relevant remedies might 
not have been fully and properly implemented.  
E. THE REVIEW CLAUSE  
59. The Commission may extend the time periods foreseen in the Commitments in 
response to a request from the Parties or, in appropriate cases, on its own 
initiative.  Where the Parties request an extension of a time period, they shall 
submit a  reasoned request to the Commission no later than one month before 
the expiry of that period, showing good cause.  This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same 
time send a non- confidential copy of the re port to the Parties.  Only in 
exceptional circumstances shall the Parties be entitled to request an extension 
within the last month of any period.  
 
22  60. The Commission may further, in response to a reasoned request from the 
Parties showing good cause waive, modify or substitute, in exceptional 
circumstances, one or more of the undertakings in these Commitments.  This 
request shall be accompanied by a report from the Monitoring Trustee, who 
shall, at the same time send a non -confidential copy of the report to the  Parties.  
The request shall not have the effect of suspending the application of the 
undertaking and, in particular, of suspending the expiry of any time period in 
which the undertaking has to be complied with.   
F. ENTRY INTO FORCE  
61. The Commitments shall take effect upon the date of adoption of the Decision. 
 
EXECUTED by the Parties:  
 
…………………………………… 
duly authorised for and on behalf of  
Hutchison Europe Telecommunications S.À R.L.  
 
…………………………………… 
duly authorised for and on behalf of  
VimpelCom Luxembourg Holdings S.À R.L.   
 
  
 
23   
ANNEX 1: INDICATIVE SPECTRUM RELEASE PLAN  
 
[…] 
 
ANNEX 2: INDICATIVE SITE RELEASE PLAN 
 
[…] 
 
ANNEX 3 -  PROCESS FOR SELECTION AND RELEASE OF SITES  
 
[…] 
 
ANNEX 4 -  SITE SUITABILITY CRITERIA  
 
[…] 
 
ANNEX 5 -  RAN SHARING SITES  
 
[…] 
 
ANNEX 6 -  SET- UP FEES AND ONGOING COSTS FOR RAN- SHARING  
 
[…] 
 
ANNEX 7: CAPACITY AND FEES UNDER THE NATIONAL ROAMING 
AGREEMENT CAPACITY AND CONSUMPTION CAPS  
 
[…] 
 
ANNEX 8: FORECAST MECHANISM UNDER THE NATIONAL ROAMING 
AGREEMENT  
 
[…] 
 
ANNEX 9: MOCN REDUCTION PLAN  
 
[…]