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 -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 6.8.2021 
C(2021)  5960 final  
PUBLIC VERSION  
 
Allianz Holding eins GmbH  
Hietzinger Kai 101 -105 
1130 Vienna  
Austria  
Santander Bank Polska S.A.  
Al. Jana Pawła II 17  
00-854 Warsaw  
Poland 
Subject : Case M. 10326 – Allianz Holding / Santander / Aviva Companies / 
Santander Aviva Companies  
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004
1 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 14 July 2021, the Commission received notification of a proposed concentration 
pursuant to Article 4 of Council Regulation (EC) No 139/2004 (“EUMR”), by which Allianz Holding eins GmbH (“Allianz”, Austria) will acquire sole control within the 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’ Merger Regulation ’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the replacement of  
‘Community’  by ‘Un ion ’ and ‘common market ’ by ‘internal market ’. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 meaning of A rticle 3(1)(b) of the Merger Regulation over Aviva Towarzystwo 
Ubezpieczeń Na Życie S.A. (“Aviva Life”, Poland), Aviva Towarzystwo 
Ubezpieczeń Ogólnych S.A. (“Aviva GI”, Poland), and Aviva Investors Poland 
Towarzystwo Funduszy Inwestycyjnych S.A. (“Aviva I nvestors”, Poland) (together 
“the Aviva Companies”), as well as , together with Santander Bank Polska S.A. 
(“Santander”, Poland), joint control within the meaning of Article s 3(1)(b) and 3(4) 
of the Merger Regulation over Santander Aviva Towarzystwo Ubezpie czeń Na 
Życie S.A. (“Santander Aviva Life”, Poland) and Santander Aviva Towarzystwo 
Ubezpieczeń S.A. (“Santander Aviva GI”, Poland) (together “the Santander Aviva 
Companies”) (“the Transaction”).3 The Aviva Companies and the Santander Aviva 
Companies are h ereinafter together referred to as “the Target Companies”.  
(2) The Aviva Companies are currently solely controlled by Aviva Group  Holdings Ltd 
(“Aviva”, UK), and the Santander Aviva Companies are jointly controlled by Aviva 
International Holdings Ltd (“Aviva I nternational”) and Santander. Aviva and Aviva 
International are both part of the Aviva Group, controlled by Aviva plc of the UK. Post-Transaction, Allianz will obtain sole control over the Aviva Companies . In 
addition, Allianz will replace Aviva International as a jointly controlling shareholder 
of the Santander Aviva Companies, which will thus be jointly controlled by 
Santander and Allianz. Allianz and Santander are hereinafter together referred to as 
“the Notifying Parties”. Allianz, Santander a nd the Target Companies are hereinafter 
together referred to as “the Parties”.  
1. T
HE PARTIES  
(3) Allianz  is a holding company incorporated under the laws of Austria. Allianz is part 
of the Allianz Group (controlled by Allianz SE of Germany), which provides 
finan cial services mainly in the field of life and non -life insurance and asset 
management services in over 70 countries, in particular in Europe. The Allianz 
Group is inter alia  active in Poland, where, through its subsidiaries, it conducts 
business activity i n particular in life and non -life insurance, as well as in asset 
management and pensions.  
(4) Santander  provides the full scope of banking services in Poland to personal 
customers, small and medium -sized companies and large corporations. Santander is 
part of S antander Group (controlled by Banco Santander, S.A of Spain), which is an 
international group of banking and financial companies.  
(5) The Aviva Companies  are currently controlled by Aviva, which is part of the Aviva 
Group (controlled by Aviva plc of the UK), w hich is an international insurance 
group that is active in providing insurance, asset management and pensions. The Aviva Companies offer life and non- life insurance, asset management and pensions 
in Poland, as well as life insurance and pensions in Lithuania.  
(6) The Santander Aviva Companies  are currently jointly controlled by Aviva  
International  and Santander. The Santander Aviva Companies offer life and n on-life 
insurance in Poland.  
                                                 
3  Publication in the Official Journal of the European Union No C 291 , 21.7.2021, p. 5– 6. 
 
3 2. THE TRANSACTION  
(7) Pursuant to a Share Purchase Agreement, dated 26 March 2021, Allianz will acquire: 
(i) sole control over the Aviva Companies, which are currently under sole control of 
Aviva; and (ii) joint control over the Santander Aviva Companies by acquisition of direct stakes in each of these companies, which would cause Alli anz to replace 
Aviva International as the jointly controlling shareholder  (alongside Santander) . 
(8) Allianz will purchase all of the issued shares in the capital of each of the Aviva 
Companies and will therefore acquire sole control over these companies and t heir 
subsidiaries.  
(9) With respect to the joint control over the Aviva Santander Companies, post -
Transaction Allianz will hold a 51% share (formerly held by Aviva  International ), 
while Santander will retain a 49% share in each of these companies. Pursuant to the 
Shareholder s Agreement s
4, the supervisory boards of both Santander Aviva 
Companies (the “Boards”) will be composed of members appointed by Allianz and Santander
5, and each of the Notifying Parties will obtain veto rights over a number 
of Board Reserved Mat ters6. The Board Reserved Matters include the approval and 
amendment of the annual budget, any increase or decrease by 5% in the operational expenses budget, and capital expenditures or investments in capital goods other than 
in the ordinary course of business and for a value exceeding […] in total in any 
financial year. […]. Therefore, the Notifying Parties will jointly control the 
Santander Aviva Companies.  
(10) The Santander Aviva Companies are existing companies, which started their 
operations in 2008, and have their own management responsible for day -to-day 
operations, employees and all other assets required to operate independently. 
[Confidential information relating to the activities of the Santander Aviva 
Companies ]. [Confidential information relating to the activities of the Santander 
Aviva Companies ]. Therefore, the Santander Aviva Companies constitute  full-
function joint venture s and will remain so post -Transaction. 
(11) The acquisition of sole control over the Aviva Companies and the acquisition of 
joint control over the Santander Aviva Companies are interrelated and 
interdependent transactions. Both elements of the Transaction were agreed in the same agreement and are interdependent (i.e. one transaction will not be  carried out 
without the other )
7, and the change in the market structure is brought about by the 
whole Transaction together. The Transaction therefore constitutes a single concentration constituting the acquisition of control within the meaning of Article 
3(1)(b).  
                                                 
4  Shareholders agreements refer to two agreements between Santander and Allianz, annexed to the Share 
Purchase Agreement, that govern the two Santander Aviva Companies –  “Shareholders Agreement – Life 
Company"  that govern Santander Aviva Life  and “ Shareho lders Agreement – Non-Life Company"  that 
govern Santander Aviva GI . 
5  [Confidential information relating to the control structure of the Santander Aviva Companies]  
6  [Confidential information relating to the control structure of the Santander Aviva Compa nies]  
7  See Clause 6.4 of the Share Purchase Agreement (Annex 5.1 (1) to the Form CO).  
 
4 3. UNION  DIMENSION  
(12) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million (Allianz Group: EUR 142 508 million; Santander 
Group: EUR […]; the Target Companies: EUR […]).  Each of them has an EU -wide 
turnover in excess of EUR 250 mi llion ( Allianz Group: EUR […]; Santander Group: 
EUR […]; the Target Companies: EUR […]). The Target Companies achieve  more 
than two- thirds of their  aggregate EU -wide turnover in Poland, but Allianz Group 
and Santander Group do not.  
(13) Therefore, the notified concentration has an EU dimension pursuant to Article 1(2) 
of the Merger Regulation.  
4. RELEVANT MARKETS  
(14) Both Allianz and the Target Companies are active in the provision and direct 
distribution of life and non- life insurance services, as well as in asset man agement 
and pensions in Poland.8 
(15) The large majority of  horizontal and vertical overlaps arising from the Transaction is  
non-affected  and thus not discussed further in this Decision.9 The Transaction only 
gives rise to horizontally affected markets  in certain segments of the markets for life 
insurance and pensions in Poland. Specifically , in the following segments of life 
insurance: Class 3, Class 4 to individuals, Class 5 to individuals  (see para graph  
(21)), and in open pension funds in Poland (pension funds that operate in the second 
pillar of the Polish pension system , see para graphs  (32) to (34) ). 
(16) The remainder of this Section therefore discusses market definitions in the life 
insurance and pension sector s. 
4.1. Life insurance 
4.1.1. Product market definition  
4.1.1.1. Previous Commission decisions  
(17) In its decisional practice, the Commission consistently identifies three categories of 
insurance services: life insurance; non -life insurance and reinsurance.10 
(18) With respect to the provision of life insurance, the Commission has in addition considered that life in surance products could be distinguished based on further 
criteria.  
                                                 
8  The Aviva Companies also have some limited activities in life insurance and pensions in Lithuania, but 
these do not g ive rise to any affected markets and are thus no t further discussed in this Decision.  
9  The non- affected horizontal overlaps arise in the markets for non- life insurance, insurance distribution and 
asset management in Poland. In each of these overlaps, the combined market shares of the Parties does not 
exceed 20% under any plausible market definition. In addition, the vertical links between the Parties’ activities in the provision of reinsurance, insurance, insurance distribution and asset management in 
Poland result in a small number of non- affected ver tical markets.   
10  See recently, Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insurance, Asset 
Management and Pensions –  Czechia, Poland and Slovakia), recital 7; Commission decision of 26 
September 2019, Case M.9432 – Allianz Holdings/Legal and General Insurance, recitals 7 ff.  
 
5 (19) First, the Commission has considered segmenting the life insurance market 
according to the purpose served by the product, distinguishing between: (i) pure risk 
protection products; (ii) pension products and (iii) savings and investment products 
(sometimes grouping the latter  two).11  
(20) Second, the Commission has previously considered whether the life -insurance 
market would appropriately be segmented between life insurance for individuals and 
life insurance for group/corporate customers.12  
(21) Third, the Commission has considered distinguishing between life insurance 
products base d on the type of risk covered.13 When considering potential 
segmentation based on the type of risk covered, the Commission’ s approach has 
varied from case to case, based on insurance classifications used by the regulatory 
framework applicable at national level. Specifically in relation to the insurance sector in Poland, the Commission has considered a possible segmentation of the life 
insurance market on the basis of the classification under the Polish Insurance Act 
(“PIA”).
14  Based on the PIA the following groups could be potentially 
distinguished:  
(a) Class 1 -  Life insurance;  
(b) Class 2 -  Dowry insurance, children provision;  
(c) Class 3 -  Life insurance, if connected with insurance capital fund;  
(d) Class 4 -  Pension insurance; and  
(e) Class 5 -  Accident and sickness insurance, if they supplement the above 
insurance.  
(22) However, the Commission has recognised with regard to life insurance that from  a 
supply side perspective, the conditions for insurance of different risk types are quite similar and most large insurance companies are active in several risk types and that this suggests that many different types of life insurance could be included in t he 
same relevant product market.
15  
                                                 
11  See recently, Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insurance, Asset 
Management and Pensions – Czechia, Poland and Slovakia), recital 8; Commission decision of 20 July 
2018, Ca se M.8837 - Blackstone/Thomson Reuters F&R Business, recital 29; Commission decision of 7 
April 2017, Case M.8257 - NN Group/Delta Lloyd, recital 12.  
12  See recently, Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insurance, Asset 
Management  and Pensions – Czechia, Poland and Slovakia), recital 8; Commission decision of 20 July 
2018, Case M.8837 - Blackstone/Thomson Reuters F&R Business, recital 29; Commission decision of 7 
April 2017, Case M.8257 - NN Group/Delta Lloyd, recital 12.  
13  See recently, Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insurance, Asset 
Management and Pensions – Czechia, Poland and Slovakia), recital 8; Commission decision of 20 July 
2018, Case M.8837 - Blackstone/Thomson Reuters F&R Business, recital 2 9; Commission decision of 7 
April 2017, Case M.8257 - NN Group/Delta Lloyd, recital 12.  
14  See Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insurance, Asset Management and 
Pensions – Czechia, Poland and Slovakia), recital 9; Commission dec ision of 19 November 2012, Case 
M.6743 - Talanx International/Meiji Yasuda Life Insurance Company/Hdi Poland, recitals 22 ff.  
15  See Commission decision of 3 October 2007, Case M.4844 – Fortis / ABN Amro Assets, recital 71; 
Commission decision of 28 August  2006, Case M.4284 –  AXA / Winterthur, recitals 9 and 10.  
 
6 (23) The Commission ultimately left open the precise product market definition for life 
insurance products for all plausible  segmentations mentioned above.16 
4.1.1.2. Notifying Parties’ view  
(24) The Notifying Parties note that none of the above segmentations of the market for 
life insurance reflect s the competitive dynamics in the market, and that it would be 
more appropriate to define a broader market for life insurance. Nevertheless, the 
Notifying Parties provide data on all plausible market delineation s and argue  that the 
precise product market definition should be left open because the proposed 
Transaction does not give rise to competition concerns under any plausible market 
delineation.17  
4.1.1.3. Commission’s assessment  
(25) The Commission’s investigation did not provide any indications that it would be 
appropriate for the Commission to depart from its previous decisional practice of  
segmenting the market for life insurance along the above mentioned criteri a. 
(26) In the presen t case, the question whether the market for life insurance should be 
further segmented on the basis of the purpose served by the product, customer type 
and/or different risks covered can be left open since the Transaction does not give 
rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA agreement under any of these plausible market definitions.  
4.1.2. Geographic market definition  
4.1.2.1. Previous Commission decisions  
(27) In previous cases, the Commission considered the market for life insurance and its segments to be national, due to national distribution channels, established market 
structures, fiscal constraints and specific regulatory systems among Member States. 
However, the exact geographic market definitio n has been left open.
18 
4.1.2.2. Notifying Parties’ view  
(28) The Notifying Parties do not contest that the relevant markets concerning life insurance services (including all potential delineations) are national in scope.  
4.1.2.3. Commission’s assessment  
(29) The Commission’s investig ation did not provide any indications that would require 
the Commission to depart from its previous decisional practice on the geographic scope of the markets for life insurance being national.  
                                                 
16  See recently, Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insurance, Asset 
Management and Pensions –  Czechia, Poland and Slovakia) , recital 8; Commission decision of 20 July 
2018, Case M.8837 - Blackstone/Thomson Reuters F&R Business , recital 29; Commission decision of 7 
April 2017, Case M.8257 - NN Group/Delta Lloyd , recital 12.  
17  Form CO, paragraph 93.  
18  See Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insura nce, Asset Management and 
Pensions – Czechia, Poland and Slovakia), recital 10; Commission decision of 7 April 2017, Case M.8257 
- NN Group/Delta Lloyd, recital 13 and cases cited.  
 
7 (30) For the purposes of this decision, therefore, the Commission considers the 
geographic scope of the market for life insurance (and its possible sub- segments) to 
be national in scope.  
4.2. Pensions – Open pension funds  
4.2.1. Product market definition  
4.2.1.1. Previous Commission decisions  
(31) As noted by the Commission in a previous case , the Polish pension system has a 
relatively complex and unique structure.19 Since 1999, it has had three pillars, each 
based on different types of pension. The first two pillars are based upon mandatory 
contributions from salaries . The first one is a mandatory  pay-as-you-go scheme 
based on notiona l defined contribution accounts and run by the state -owned Social  
Insurance Institutions (“ZUS”), while the second constitutes mandatory individual 
accounts.  The first two mandatory pillars are complemented by a  third pillar that 
includes voluntary occupational pension plans.  
(32) The second p illar was initially run by open pension funds  (“OFE”, Polish: otwarte 
fundusze emerytalne ). These are independent legal entities created and managed by a 
joint stock company that needs to obtain a permission from the Insurance and 
Pensio n Funds Supervisory Commission. 
(33) However, the system was significantly reformed in 2013 and further changes are 
planned in the near future. P ursuant to the reform of the Polish pension system in 
2013, cont ributions of OFE  participants (previously allocated to open pension funds 
only) were allocated towards ZUS, which manages the first pillar (unless the account 
holder decided to keep a part in the open pension fund). As a result, the market for 
OFEs decreas ed by nearly one half.  
(34) Additionally, in 2019, the government announced a plan to liquidate OFEs in its current form by transferring the remaining savings from OFEs either to ZUS or to 
personal voluntary schemes. The relevant draft bill has been passed by the Polish 
government to the Polish Parliament. Irrespective of whether the bill is eventually 
passed or not, OFEs are diminishing and ultimately all assets in OFEs will be 
liquidated . That is because according to the Polish Act of 13 October 1998 on Social  
Insurance System, OFEs are required to systematically transfer given participants’ assets to ZUS, starting from 10 years before such person’s retirement. Every year, 
the contributions received by OFEs are much smaller than contributions transferred 
to ZUS . The Parties therefore forecast that OFEs will disappear altogether in 30 –  40 
years  (or in the near future if the above -described bill is passed) .
20 
(35) The Commission has previously concluded that the exact market definition of the 
Polish pensions’ system ca n be left open. In a previous case , the market investigation 
had indicated that obligatory pensions (pillars one and two) and voluntary pensions 
                                                 
19  See Commission decision of 5 February 2008, Case M.4950 –  Aviva/Bank Zachodni , recital 21.  
20  Form CO, paragraph 161.  
 
8 (pillar three) for m two separate product markets , but the Commission ultimately left 
the market definition open.21 
4.2.1.2. Notifying Parties’ view  
(36) The Parties indicate that the exact definition of the pensions market in Poland can be 
left open in this case as no competition concerns arise irres pective of the approach 
taken.22 
4.2.1.3. Commission’s assessment  
(37) The Commission’s investigation did not provide any indications that it would be 
appropriate for the Commission to depart from its previous decisional practice of  
segmenting the market for pensions in Poland into obligatory (pillars one and two) 
and volunta ry pensions (pillar three).  
(38) In this case, the question whether the market for pensions should be further segmented can be left open since the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or the function ing of the EEA 
agreement under any of these plausible market definitions. 
4.2.2. Geographic market definition  
4.2.2.1. Previous Commission decisions  
(39)  In its previous case law, the Commission considered that that the market for pension 
products for Poland is national in sc ope, but left the final market definition open.
23 
4.2.2.2. Notifying Parties’ view  
(40) The Parties submit  that for the purposes of this Transaction, the relevant market for 
pensions is national in scope .24 
4.2.2.3. Commission’s assessment  
(41) The Commission’s investigation did not pr ovide any indications that would require 
the Commission to depart from its previous decisional practice on the geographic 
scope of the markets for pensions being national.  
(42) For the purposes of this decision, therefore, the Commission considers the 
geograph ic scope of the market for pensions (and its possible sub- segments) to be 
national in scope.  
                                                 
21  Commission decision of 5 February 2008, Case M.4950 –  AVIVA/Bank Zachodni , recital 21.  
22  Form CO, paragraph 167.  
23  See Commission decision of 29 July 2020, Case M.9796 – Uniqa/Axa (Insurance, Asset Mana gement and 
Pensions – Czechia, Poland and Slovakia), recital 20; Commission decision of 5 February 2008, Case 
M.4950 – AVIVA/Bank Zachodni, recital 24.  
24  Form CO, paragraph 169.  
 
9 5. COMPETITIVE ASSESSMEN T 
5.1. Introduction  
(43) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the i nternal market, by assessing whether 
they would significantly impede effective competition in the internal market or in a substantial part of it, in particular as a result of the creation or strengthening of a 
dominant position.  
(44) A merger giving rise to a significant impediment of effective competition may do so 
as a result of the creation or strengthening of a dominant position in the relevant 
market(s). Moreover, mergers in oligopolistic markets involving the elimination of the important competitive const raints that the parties previously exerted on each 
other, together with a reduction of competitive pressure on the remaining competitors, may also result in a significant impediment to effective competition, 
even in the absence of dominance.  
(45) The Commission  Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the “Horizontal Merger Guidelines”)
25 describe horizontal non-
coordinated effects as follows: “A merger may significantly impede effective 
competition in a market by removing i mportant competitive constraints on one or 
more sellers who consequently have increased market power. The most direct effect of the merger will be the loss of competition between the merging firms. For 
example, if prior to the merger one of the merging fir ms had raised its price, it 
would have lost some sales to the other merging firm. The merger removes this 
particular constraint. Non- merging firms in the same market can also benefit from 
the reduction of competitive pressure that results from the merger, since the merging firms’ price increase may switch some demand to the rival firms, which, in turn, may 
find it profitable to increase their prices. The reduction in these competitive 
constraints could lead to significant price increases in the relevant mar ket.”
26  
(46) The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant non- coordinated effects are likely to result from a merger, 
such as the large market shares of the merging firms, the fact that the merging fir ms 
are close competitors, the limited possibilities for customers to switch suppliers, or 
the fact that the merger would eliminate an important competitive force.27 That list 
of factors applies equally regardless of whether a merger would create or strength en 
a dominant position, or would otherwise significantly impede effective competition due to non- coordinated effects. Furthermore, not all of these factors need to be 
present for significant non- coordinated effects to be likely. The list of factors, each 
of which is not necessarily decisive in its own right, is also not an exhaustive list.
28   
(47) Finally, the Horizontal Merger Guidelines describe a number of factors, which could 
counteract the harmful effects of the merger on competition, including the likelihood 
of buyer power, the entry of new competitors on the market, and efficiencies.  
                                                 
25  OJ C 31, 5.2.2004, p. 5.  
26  Horizontal Merger Guidelines, paragraph 24.  
27  Horizontal Merger Guidelines, paragraphs 27 and following.  
28  Horizontal Merger Guidelines, paragraphs 24 -38. 


 
12 (b) The increment contr ibuted by Allianz  is limited, and always below 5%. Thus, 
the Transaction  is unlikely to cause significant change in the competitive 
landscape of individual segments of life insurance  in Poland;  
(c) Post-Transaction, in the relevant life insurance segments in P oland, the 
combined entity wo uld continue facing competitive  constraints from  several 
competitors  (see Table 2  above) , including : 
– In case of Class 3: PZU  ŻYCIE S.A., Nationale -Nederlanden TUnŻ 
S.A. and Open Life TU Życie S.A., a ll of which  have market shares  
higher than the increment brought by Allianz . 
– I n  c a s e  o f  C l a s s  4  a n d  o f  C l a s s  5 :  P Z U  Ż Y C I E  S . A . ,  Nationale -
Nederlanden  TUnŻ S.A. and TUnŻ WARTA S.A.  All of these have 
market shares higher than the increment brought by Allianz , with 
PZU ŻYCIE S.A  remaining a clear  market leader with a share above 
the combined entity’s share.  
(55) The market investigation fully confirmed the Parties’ view on the market shares  and 
the claim  that there will remain enough competitive pressure from competing 
insurers in the Polish life insurance market and all of its segments after the 
Transaction.32 Moreover, the majority of respondents indicated that the Parties either 
do not compete at all between them, or compete, but there are other insurers who 
also compete as strongly/closely.33 Finally, all of the respondents indicated that the 
Transaction will have either  neutral or positive effects on the Polish life insurance 
market.  
(56) In light of the above considerations, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market or  the 
functioning of the EEA agreement  in terms of its competition impact in the plausible 
marke ts for Class 3 life insurance products (or Class 3 life insurance for individuals 
and Class 3 life insurance for group customers), Class 4 life insurance products for 
individuals and Class 5 life insurance products for individuals in Poland. 
5.4. Open pension f unds (OFEs) in Poland  
(57) Allianz Group and the Target Companies are active in the second and the third pillar 
of the Polish insurance system. However, only the Parties’ activities in the second 
pillar (the Parties’ OFEs ) give rise to an affected market.34 
                                                 
32  See replies to Q1 -  Life insurance, question 3.  
33  See replies to Q1 -  Life insurance, question 4.  
34  The Parties are not active in the first pillar, and the plausible market combining the first and the second 
pillar of the Polish pension system is therefore not affected.  

 
14 (c) The seg ment for open pension funds is a diminishing market in Poland, 
which will cease to exist in the near future  due to reforms in the Polish 
pension system . In this respect, please see details in para graphs  (33) and (34) 
above.  
(62) The market investigation fully confirmed the confirmed the Parties’ view on the 
market shares  and the  claim  that the importance of open pension funds is 
diminishing , and that they will ultimately be liquidated and cease to exist.37 
Moreover, all of the competitors of the Parties consider that there will remain 
enough effective competitive pressure in the Polish open pension funds market after 
the Transaction.38 Consequently, the market investigation clearly indicated that the 
Transaction’s impact on competition for the provision of open pension funds in Poland will be neutral.
39 
(63) In light of the above considerations, the Commission concludes that the Transaction 
does not raise serious doubts as to its compatibility with the internal market or  the 
functioning of the EEA agreement  in terms of its competition impact in the plausible 
markets for open pension funds in Poland.  
6. CONCLUSION  
(64) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
                                                 
37  See replies to Q2 Pensions / open funds –  Competitors , question 2.  
38  See replies to Q2 Pensions / open funds –  Competitors, question 3.  
39  See replies to Q2 Pensions / open funds –  Competitors, question 4.