EUROPEAN COMMISSION PUBLIC VERSION

To the notifying party:

Dear Sir/Madam, Subject:Case M.7680 – DCC GROUP/ BUTAGAZ

Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 and Article 57 of the Agreement on the European Economic Area (1)On 28 July 2015, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which DCC ENERGY, controlled by DCC group ("DCC" or the "Notifying Party", Ireland), will acquire within the meaning of Article 3(1)(b) of the Merger Regulation sole control over the undertaking BUTAGAZ S.A.S. ("Butagaz", France, together with DCC, the "Parties") which is currently 100% owned by SOCIETE DES PETROLES SHELL S.A.S, ultimately owned and controlled by SHELL PETROLEUM N.V by way of purchase of shares (the "Transaction"). 1.THE PARTIES (2)DCC is a publicly listed company headquartered in Dublin, Ireland. It operates across four divisions: DCC TECHNOLOGY (previously SERCOM), DCC HEALTHCARE, DCC ENVIRONMENTAL, and DCC ENERGY. (3)DCC ENERGY is active in the sale, marketing and distribution of oil and liquid petroleum gas (“LPG”) in Europe. It supplies heating oil, transport fuels and fuel oils including LPG to domestic, commercial, agricultural and industrial customers, as well as on a wholesale level to smaller distributors, in the United Kingdom, Ireland, Denmark, Sweden, Austria, Norway, Belgium, the Netherlands, and Germany. DCC ENERGY is also active in the sale of fuel cards in various European countries. (4)In France, DCC ENERGY just recently entered the market for the retail distribution of motor fuel through the acquisition of various assets formerly operated by ESSO SAF. Prior to that transaction, DCC ENERGY had not been active in France, with the very limited exception of its subsidiary BENEGAS - based in the Netherlands - which achieves non-significant LPG sales to a limited number of industrial clients in France. (5)BUTAGAZ is active in the sale of LPG in France to both domestic and industrial customers. More particularly, it sells propane and butane in cylinders in small bulk, and in large bulk. BUTAGAZ also sells automotive LPG (used as a fuel for transportation). 2.THE OPERATION AND THE CONCENTRATION (6)The Transaction consists in the acquisition of sole control of Butagaz by DCC through the acquisition of all the issued shares of Butagaz. (7)The Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) of the Merger Regulation. 3.EU DIMENSION (8)The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million [DCC: EUR […] million; Butagaz: EUR […] million]. Each of them has a EU-wide turnover in excess of EUR 250 million [DCC: EUR […] million; Butagaz: EUR […] million], but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State.

(9)The Transaction therefore has an EU dimension pursuant to article 1(2) of the Merger Regulation. 4. MARKET DEFINITION 4.1.Introduction (10)The Transaction concerns various markets involving the distribution of LPG in France. 4.2.Non-Retail Sales of Refined Oil Products, in particular LPG. (11)In past decisions, the Commission has found that non-retail sales of refined oil products constitute a separate product market. Non retail sales are wholesale sales made to independent resellers, retailers not integrated upstream, large industrial customers and to commercial users. The Commission has also found it appropriate to segment the market for non-retail sales of refined oil products by type of product. Therefore, it has regarded the non-retail sales of different types of refined oil products (i.e. unleaded gasoline, diesel, domestic heating oil, heavy heating oil, and LPG) as distinct product markets. (12)With particular reference to LPG, the Commission has considered a further segmentation of the market for the non-retail sales of LPG into two distinct market segments, namely (i) LPG sold in bulk and (ii) LPG sold in cylinders, ultimately leaving this question open. In addition to the above two plausible product markets, in a recent decision the French Competition Authority also identified a plausible market for (iii) the non-retail sales of LPG autogas (automotive LPG). (13)The Notifying Party agrees with the above segmentations of the product market definition and submits that indeed LPG autogas cannot be used for non-automotive purposes. However it claims that this question can ultimately be left open. (14)As to the geographic scope of the market, the Commission has considered in previous decisions that the relevant markets for the non-retail sales of refined oil products are national or sub-national in scope. […]. In relation to the non-retail sale of LPG, the Commission has previously explained that the relevant geographic market is likely national in scope. With regard to the geographic scope of the market for the non-retail sale of automotive LPG identified by the French Competition Authority, the latter similarly concluded that this is national in scope as the majority of contracts are with large oil or retail groups and the prices are negotiated nation-wide. (15)In any event, the exact market definition can be left open, as under none of the plausible market definitions the Transaction raises serious doubts as to its compatibility with the internal market. 4.3.Retail Sales of Motor Fuels (in particular automotive LPG) in France (16)In past decisions, the Commission found that the retail supply of motor fuels constitutes a separate product market which exclusively relates to forecourt sales. This encompasses sales made at all service stations, both branded and unbranded, in- and outside an integrated retail network. (17)As regards the aggregation of diesel, gasoline and automotive LPG into an overall motor fuels market, the Commission previously noted that, although no demand-side substitutability exists between the different types of fuels (as customers must use the type of fuel appropriate to their vehicle), diesel and gasoline are always available at the distribution level at the same point of sales and therefore substitutable from a supply-side perspective. However, as regards the retail sales of automotive LPG, the Commission did consider whether this could constitute a separate relevant product market, being distinct from the sales of gasoline and diesel, ultimately however leaving this question open. (18)In past decisions, the Commission has also considered a segmentation of the overall market for the retail sales of motor fuels into motorway and non-motorway sales. This segmentation was however left open. (19)In previous Commission decisions, the geographic market for retail sales of motor fuels was generally defined as national in scope. However, in some cases the existence of a strong local element of the retail fuel market was highlighted, as vehicle owners usually resort to service stations in their vicinity. (20)In the case at hand, the exact definition of the relevant product and geographic markets can however be left open as the Transaction does not give rise to serious doubts as to its compatibility with the internal market under any plausible market definition. 5.Competitive assessment 5.1. Introduction and analysis regarding horizontal aspects, in particular of the market for non-retail sales of LPG. (21)Horizontally, the Parties activities overlap only with respect to the non-retail sales of bulk LPG in France. On this market, DCC achieved only insignificant sales via its subsidiary Benegas. In this market, the Parties' combined market share would not exceed [10-20]%, and the increment brought about by the Transaction would be limited to less than [0-5]% under any plausible market definition. (22)DCC does not sell LPG in any other format in France. In light of the above, the proposed Transaction will not give rise to horizontally reportable markets neither on the plausible market for the non-retail sale of LPG in bottles nor on the plausible market for the non-retail sale of LPG autogas, irrespective of the precise product and geographic market definition.

(23)Furthermore, contrary to DCC (see point 31 below), Butagaz does not have any retail sales of automotive LPG, so the Parties' activities do not horizontally overlap on this possible market, either. (24)Therefore, the Transaction does not appear to give rise to any horizontally affected markets as defined in the Commission Implementing Regulation (EC) No 139/2004. (25)Accordingly, the Transaction does not give rise to serious doubts as to its compatibility with the internal market as a result of possible non-coordinated horizontal effects occurring on the market for the non-retail sales of bulk LPG in France. 5.2. Vertical relationships (26)Some competitors to Butagaz voiced concerns about the possible detrimental effect of the Transaction on access to supply of LPG in the North of France as well as about a possible customer foreclosure scenario occurring on the downstream market for the retail sales of automotive LPG in France. In particular because of these concerns, the Commission has further investigated the possible competitive effects of the transaction. (27)As regards vertical relations, the only merger specific link generated by the transaction is between the upstream plausible market for the non-retail sale of automotive LPG where Butagaz is active and the downstream plausible market for the retail sale of motor fuels where DCC is active. If the relevant downstream market was to be further segmented in the sale of automotive LPG, the Transaction would not give rise to any vertically reportable market. In fact, as explained below, DCC is active on the retail sale of motor fuels but not in the retail sale of automotive LPG. (28)The Commission takes the view that the narrowest possible upstream reportable market in this case is the market for the non-retail sale of LPG autogas (see also, in this sense, the recent decision of the French Competition Authority mentioned above). Hence, the assessment will be carried out on that basis. (29)In the course of the market investigation, competitors voiced concerns that post Transaction: a.the combined entity may foreclose access to the downstream market for the retail sale of motor fuels to Butagaz's competing suppliers of automotive LPG; and, b.the economic conditions of access for Butagaz’s competitors to LPG (either from refineries or import terminals) in the north of France may be deteriorated, thereby hampering their ability to compete in the sale of LPG (bottles, bulk and automotive) at the non-retail level. 5.2.1.Vertical non-coordinated effects: non retail sales of automotive LPG – retail sales of automotive fuels (30)Regarding the downstream market, DCC is active on the market for the retail sales of automotive fuels via the network of petrol stations operated under the Esso brand ("Esso Petrol Stations"). These petrol stations are located both on motorways ([…] petrol stations) and off motorways ([…] petrol stations). Automotive LPG is currently sold only at Esso Petrol Stations located on motorways. (31)On the possible market for the retail sale of motor fuels, DCC holds an estimated market share of [0-5]%. If the relevant market was to be segmented into on-motorway and off-motorway, the estimated market share of DCC for the retail sale of motor fuels would be [10-20]% on-motorway and [0-5]% off-motorway. On a possible market for the retail sale of automotive LPG in France, the estimated market share of ESSO branded stations operated by ROC FRANCE under the agreement with CERTAS account for ca. [0-5]% in volume. (32)The Notifying Party claims that it is not active itself on the market for the retail sale of automotive LPG. This is because, unlike other motor fuels which are distributed at Esso Petrol Stations by ROC France on behalf of DCC under an agency relationship, automotive LPG is distributed by ROC France on its own behalf (ROC France sets the price independently and retains the profits), under the following contractual arrangements: a.According to an agreement entered into by ESSO SAF (as the lessor of ROC FRANCE) with PRIMAGAZ, ESSO SAF granted an exclusive right to PRIMAGAZ on the supply of automotive LPG to ROC FRANCE. This agreement has been transferred to DCC; b.Furthermore, according to an agreement entered into by ROC FRANCE with PRIMAGAZ, PRIMAGAZ sells automotive LPG to ROC FRANCE, which in turn sells it to motorists. (33)However, even if one were to consider that DCC is not itself active on the (possible) market for the retail sale of automotive LPG, DCC nevertheless (through its subsidiary CERTAS) has the exclusive right to choose the supplier of automotive LPG sold at Esso Petrol Stations in France. The contract currently in place with Primagaz for the supply of automotive LPG is due to expire in […]. In light of DCC's right to unilaterally decide the supplier of automotive LPG, the Commission takes the view that the contractual arrangement with ROC France does not preclude the Notifying Party to, post-transaction, engage in foreclosure behaviour. (34)In this respect, a competitor indicated that following the Transaction the combined entity may have the ability and incentive to foreclose access to the downstream market for the retail sale of motor fuels to competitors of Butagaz (customer foreclosure). The concern is that the combined entity would stop sourcing automotive LPG from Primagaz but instead would source it from Butagaz. (35)The Notifying Party takes the view that the merged entity will neither have the ability to foreclose access to the downstream market for retail sales of automotive LPG nor would it have the incentive to engage in such foreclosure behaviour. In particular, according to the Notifying Party it does not have any degree of market power on the downstream market for the retail sales of motor fuels, and thus the merged entity will not have the ability to foreclose access to the downstream market. (36)The Commission takes the view that, following the Transaction, the merged entity will not have the ability to foreclose access to the downstream market to Butagaz’ competitors.

(37)First, the Commission considers that the combined entity will not have any degree of market power on the downstream market irrespective of the exact scope of the relevant market and would hence not be able to significantly restrict access to such market. As stated above, the combined entity’s market share on a plausible market for the retail sales of motor fuels will be limited to [0-5]%. Even when limiting the perimeter of the relevant market to on-motorway sales, the combined entity will still have a limited market share ([10-20]%). Moreover, on the possible market for the retail sales of automotive LPG only, the ESSO branded stations operated by ROC FRANCE under the agreement with CERTAS account for ca. [0-5]% only of the total automotive LPG (being […] kT of a total estimated market of 89 kT in 2014) sold at the retail level in France. (38)Second, there appear to be sufficient alternatives on the downstream market for Butagaz’ competitors. On the market for the retail sale of motor fuels, in fact, there are a number of non-vertically integrated players, including large supermarket chains such as Auchan, Casino, Cora, Carrefour, Hyper U, Intermarché, and Leclerc selling automotive LPG at retail level. A number of these potential customers on the downstream market, such as ENI ([…] petrol stations, contract expiring in […]) and Shell ([…] petrol stations, contract expiring in […]), are currently supplied automotive LPG at non-retail level by Butagaz under contracts due to expire in the near future. (39)With regard to such non-vertically integrated players, it thus appears that competition will be open for the supply of automotive LPG (in particular with regard to ENI and Shell, following the expiry of the reseller agreement currently in place). Therefore, the Commission expects that post Transaction Butagaz' competitors will have access to a sufficiently large customer base to compete for in the near future. (40)Third, even if the merged entity was to attempt such a foreclosure, the Commission takes the view that this would not have such an impact on Primagaz as to substantially affect its cost structure. In fact, even if following the Transaction, Primagaz were to lose the contract for the non-retail supply of automotive LPG to the Esso Petrol Stations, it would only marginally reduce Primagaz’ total sales (and therefore demand) of LPG. This is because Primagaz’ sales of automotive LPG through the Esso Petrol Stations seem to constitute less than [0-5]% of the total volume of LPG sold by Primagaz. (41)In light of the above, the Commission takes the view that the combined entity will not have the ability to foreclose access to customers for Butagaz’ competitors on the market for the non-retail sale of automotive LPG in France. Therefore, the Commission considers that the Transaction does not give rise to serious doubts as to its compatibility with the internal market as a result of any foreclosure concerns arising on the vertically related possible markets for the retail sale of motor fuels and the upstream wholesale supply of automotive LPG. 5.2.2.Vertical non-coordinated effects: access to primary import depots for LPG – non retail sales of automotive LPG (42)In the course of the market investigation, some competitors voiced concerns as to the possible effect of the Transaction on access to sources of LPG for Butagaz' competitors on the market for the non-retail sale of automotive LPG, active in the North of France. In particular, one competitor expressed concerns that following the Transaction it would potentially be foreclosed from access to LPG from the Port Jerome refinery owned by ExxonMobil, while another competitor expressed the concern that its conditions of access to imported LPG at the Norgal import terminal (close to Le Havre) may be deteriorated. (43)In the north of France LPG (whether automotive LPG, LPG sold in bulk or in bottles) can be sourced from two main locations: the Norgal import terminal and the Port Jérôme refinery owned by ExxonMobil. (44)Norgal is a GIE (groupement d’intérêt économique) operating storage facilities for LPG volumes imported into France by sea at the seaport of Le Havre. Norgal's total storage capacity amounts to 90,000 m3. In the context of the French Competition Authority’s Decision n° 15-DCC-53 UGI/Totalgaz, UGI committed to sell to Butagaz a stake in Norgal. Butagaz will thereby become the third shareholder in the Norgal depot, together with UGI and Vitogaz. In particular, UGI and Butagaz entered into two letters of intent relating to the acquisition by Butagaz of a 18% stake in Norgal and Butagaz has been approved by the French Competition Authority as a suitable buyer. Following this acquisition, the shareholding in Norgal will be as follows: a.UGI France: 52.66%; b.Vitogaz: 20.94%; c.Butagaz: 18%; d.Finagaz: 8.40%. (45)According to the information collected in the course of the market investigation, usually ExxonMobil does not sell LPG out of the Port Jérôme refinery to third parties, with the exception of its sales to Primagaz. (46)The concerns voiced in the course of the market investigation regard mainly the possibility that post Transaction the merged entity may want to obtain exclusive access to supply out of the Port Jérôme refinery. The two main competitive concerns were the following: a.Butagaz would no longer have the incentive to import LPG at the Norgal import terminal, thus hampering Vitogaz' (and possibly Finagaz') possibility to source LPG at competitive conditions. In fact, as also indicated in decision 15-DCC-53 UGI/Totalgaz, Vitogaz alone does not have enough storage capacity in Norgal to be able to import LPG at the lowest cost per ton, i.e. using very large gas carriers. On the contrary, if Butagaz and Vitogaz were to jointly purchase LPG at Norgal, they would be able to import it via such very large gas carriers thus lowering the price per ton at which they could source LPG. b.Primagaz would be foreclosed from access to LPG at Port Jérôme and would not be in a position to import LPG at Norgal as all the shareholders at Norgal fully use the available storage capacity to satisfy their needs of LPG. As a result, Primagaz’s ability to compete in the north of France would be hampered. (47)The Notifying Party submits that these concerns are not well-founded. In particular, the Transaction will not change ExxonMobil’s incentives in a way that would lead it to supply Butagaz on an exclusive basis from Port Jérôme instead of supplying Primagaz. On the one hand, the Transaction will not significantly increase Butagaz’ needs of LPG. Also, Primagaz' purchases of LPG should not decline significantly post Transaction. Moreover, the Notifying Party claims that sourcing LPG from Port Jérôme instead of Norgal would entail less favourable economic terms of purchase for Butagaz than sourcing from Norgal; and that doing so would require using a pipeline owned by Primagaz to fill the trucks. (48)The Notifying Party also claims that following the acquisition of the 18% stake in Norgal referred above, it has all the incentive to source LPG from that source and not from other sources, such as Port Jérôme. (49)Finally, the Notifying Party claims that currently it does not plan to start any negotiation with ExxonMobil for the supply of LPG out of Port Jérôme. The Notifying Party states that it is currently negotiating with UGI France an agreement to purchase butane (around […] kT) and propane (around […]kT) from Norgal, […] in addition to the quantities that the 18% share it will acquire (due to the acquisition of Butagaz) will grant it.