أسئلة قانونية إماراتية عامةمرسوم بقانون اتحادي في شأن تنظيم المنافسة

Article (1) Definitions For the purpose of applying the provisions of this Decree-Law, the following words and expressions shall have the meanings assigned thereto respectively, unless the context requires otherwise: The State : The United Arab Emirates. The Ministry : The Ministry of Economy. The Minister : The Minister of Economy. Relevant Authority : The competent local authority. Sectoral Regulatory Agencies : The federal authorities empowered, under their governing legislation, to regulate, monitor or supervise a certain economic sector in the State. Competition : Carrying out economic activities according to the market mechanisms without affecting or restricting such mechanisms,

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Federal Decree-Law of 2023 Regarding Regulating Competition 2 which would cause harms to trade, development and consumer's interest. Relevant Market : A market which consists of two elements; namely: - Relevant Products: Products comprising each goods or service or a set of all goods or services which are regarded, by reason of their prices, characteristics and intended use, as interchangeable or substitutable in terms of meeting a certain need of consumers. - Relevant Geographic Area: A physical or digital place where the supply and demand of a product or service converge and where the conditions of competition are similar or homogeneous. Economic Activity : Every activity that is basically related to production, distribution or supply of products and goods or provision of services in the State. Undertaking : Any person that engages in an economic activity, its associated person or any association of such persons, regardless of its legal form, including the head office of the undertaking or branches of its representative office. Agreements : Agreements, arrangements, consortia or practices between two or more undertakings, any cooperation among undertakings, or decisions made by associations of undertakings, whether they are written or verbal, explicit or implicit, public or confidential. Dominant Position : A position that any undertaking holds, making it capable, either individually or in collaboration with other undertakings, of controlling or influencing the Relevant Market. Economic Concentration : Any act resulting in complete or partial transfer (merger or acquisition) of the ownership or usufruct rights of property, rights, equity, shares or obligations of an undertaking to

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Federal Decree-Law of 2023 Regarding Regulating Competition 3 another, empowering the Undertaking or a group of undertakings to directly or indirectly control another undertaking or group of undertakings. The Committee : The Competition Regulatory Committee under the provisions of this Decree-Law.

Article (4) Exclusions The following shall be excluded from the application of the provisions of this Decree-Law: 1. Any agreement, practice or conduct related to a specific good or service which another law containing provisions related to the development of rules and procedures for considering anti-competitive practices and cases of exemption and related to the economic concentrations charges a Sectoral Regulatory Agency with developing the competition rules thereof, unless such Sectoral Regulatory Agency requests in writing the Ministry to undertake this matter, in whole or in part, and the Ministry agrees to the same; 2. Undertakings owned by the Federal Government, as determined by a Cabinet resolution, at the Minister's proposal and after coordination with the Relevant Authority; and 3. Undertakings owned by a government of an emirate, which carry out their activities in such emirate, as determined by a resolution by the local government.

Article (5) Restrictive Agreements 1. There shall be prohibited agreements between undertakings, whose subject, purpose or impact is to distort, lessen,, prevent or restrict competition, and which lead to: a. Setting selling or purchasing prices of goods or services, directly or indirectly, by increasing, decreasing or fixing prices, contrary to the market price, in a manner that negatively affects competition; b. Determining the conditions of sale, purchase or service performance and the like; c. Collusive tendering or bidding in auctions, tenders, Dutch auctions and other supply offers; d. Freezing or limiting production, development, distribution or marketing operations or other economic activities; e. Collusive refusal to purchase from a specific undertaking(s) or sell or supply to a specific undertaking(s), and preventing or obstructing the exercise of their activity; and f. Restricting the free flow of goods and services to/from a specific market, including the

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Federal Decree-Law of 2023 Regarding Regulating Competition 5 unlawful concealment or storage or preventing the trade of goods, or otherwise fabricating the abundance of goods to be traded in an unreal price. 2. Subject to the provisions of Federal-Decree Law No. (3) of 2022 Regulating Commercial Agencies, and any other replacement law, there shall be prohibited agreements between undertakings that would distort, lessen, restrict or prevent competition, particularly agreements that are intended to: a. Share markets or segment customers on the basis of geographical areas, distribution centers, type of customers or seasons and periods, or on any other basis that negatively affects competition; and b. Take actions to obstruct the entry of undertakings to the market, exclude them from the said market or obstruct accession to existing agreements or business alliances.

Article (6) Abuse of Dominant Position 1. Any undertaking which, either individually or in collaboration with other undertakings, holds a dominant position in the relevant market, or in a significant and influential part thereof, shall be prohibited from performing any act or conduct which constitutes such an abuse of position as its object or effect is to distort, lessen, restrict or prevent competition. Such acts and conducts may include: a. directly or indirectly imposing prices or conditions of reselling of goods or services; b. selling a good or providing a service at a price lower than its actual cost, with the aim of hindering competing undertakings from entering the relevant market, excluding them from such market, or inflicting losses thereon, which prevent them from continuing their activities; c. unjustifiably discriminating between costumers in identical contracts in relation to the prices or quality of goods and services or terms of their sale or purchase contracts; d. obliging a costumer not to deal with a competing undertaking; e. total or partial rejection of making a transaction in accordance with usual commercial terms without any justification or objective reason; f. unjustifiably refusing, limiting or hindering the sale or purchase of goods or services

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Federal Decree-Law of 2023 Regarding Regulating Competition 6 in a manner that leads to imposing unreal prices; g. making the conclusion of a contract or agreement for the sale or purchase of goods or services subject to acceptance by the other party of supplementary obligations related to other goods or services which, by their nature or according to commercial usage, have no connection with the subject of the original transaction or agreement; h. intentionally publishing incorrect information about products or their prices; i. reducing or increasing the supply of available quantities of a product in order to create artificial scarcity or abundance of supply; j. controlling or limiting production, markets or technological development; k. if an undertaking unjustifiably prevents or obstructs other undertakings from accessing its private networks, its facilities, or any physical or digital infrastructure it owns or exploits while the same is the only, basic, and economically feasible solution for practicing the economic activity or entering the relevant market. 2. The dominant position referred to in Clause (1) of this Article shall be established in any of the following cases: a. If the share of any undertaking, singly or in partnership with other undertakings, in the relevant market exceeds the percentage of the total transactions in the relevant market as determined by the Cabinet; b. When having the ability to influence, which would cause harm to the relevant market as indicated in the Executive Regulations of this Decree-Law. Article )7( Abuse of Economic Dependence Any undertaking shall be prohibited from performing any act or conduct, which constitutes an abuse of economic dependence in which a costumer has no alternative solutions for marketing or supply; particularly any act or conduct whose object or purpose is to: 1. directly or indirectly impose prices or conditions of reselling of goods or services; 2. unjustifiably discriminate between costumers in identical contracts in relation to the prices or quality of goods and services or terms of their sale or purchase contracts;

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Federal Decree-Law of 2023 Regarding Regulating Competition 7 3. obliging a costumer not to deal with a competing undertaking; 4. totally or partially reject making a transaction in accordance with usual commercial terms without any justification or objective reason; 5. unjustifiably refuse, limit or hinder the sale or purchase of goods or services in a manner that leads to imposing unreal prices; 6. make the conclusion of a contract or agreement for the sale or purchase of goods or services subject to acceptance by the other party of supplementary obligations related to other goods or services which, by their nature or according to commercial usage, have no connection with the subject of the original transaction or agreement; 7. control or limit production, markets or technological development.

Article (8( Prohibition of Predatory Pricing 1. In accordance with the controls established by the Executive Regulations hereof, setting or applying prices of selling to consumers which are excessively lower than the costs of production, manufacturing and marketing shall be prohibited when the goal or result of such practice is to drive an undertaking or one of its products out of the relevant market or to prevent such undertaking or one of its products from entering the relevant market. 2. Making general price cuts as provided for in Federal Law No. (15) of 2020 on Consumer Protection, as amended, and its Executive Regulations, or any other replacement law, or the liquidation of commercial shops shall be exempt from the provisions of Clause (1) of this Article. a. The Cabinet may, upon the Minister's proposal, exempt any price cuts or sales quotations that are excessively low, in line with the requirements of the economic status.

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Article (9) Exemptions 1. Agreements or practices which the relevant undertakings prove to be necessary for promoting economic development, improving the undertakings' performance and competitiveness, developing production or distribution systems or brining certain benefits to the consumer, provided that they do not result in: a. Imposing limitations or restrictions that go beyond what is necessary to achieve the objectives mentioned in Clause (1) of this Article; b. Completely eliminating competition in the relevant market or a significant part thereof. 2. The relevant undertakings shall give the Ministry notice of the agreements or practices referred to in Clause (1) of this Article on the form designated for this purpose, and attach the documents determined by the Executive Regulations of this Decree-Law. 3. The exemption referred to in Clause (1) of this Article shall be granted by a reasoned resolution of the Minister or his authorized representative, based on the Committee's recommendation, in accordance with Article (10) of this Decree-Law. 4. The relevant undertakings shall notify the Ministry of any draft amendment to the agreements or practices referred to in Clause (1) of this Article, for which they are previously granted an exemption, within (30) thirty days from the date of drafting such amendment. 5. The Executive Regulations of this Decree-Law shall lay down the rules of giving notices and documents to be attached to the application for obtaining an exemption or draft amendment.

Article (10) Exemption Resolution issued by the Minister 1. The Minister or his authorized representative shall issue the resolution referred to in Clause (1) of Article (9) of this Decree-Law within (90) ninety days, and such period may be extended for another (45) forty-five days from the date of receiving the notice which shall meet the required conditions and contain the required documents. Failure to issue a

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Federal Decree-Law of 2023 Regarding Regulating Competition 9 resolution by the Minister regarding the expiration of the said period shall be deemed as a rejection of such agreements or practices. 2. Upon completion of the formal examination of the application and the supporting data and documents, the Ministry shall a notice of the fulfillment of the formal requirements of the application. 3. The Ministry shall examine the application to verify whether the conditions stipulated in Clauses (1) and (2) of Article (9) of this Decree-Law are met. 4. The Minister or his authorized representative may specify the duration of the exemption issued under this Article or make such exemption subject to periodic review. 5. The Minister or his authorized representative may issue a reasoned resolution on the notices given in accordance with the provisions of Article (9) of this Decree-Law as follows: a. Approving or rejecting agreements or practices and their amendments; b. Approving the enforcement of agreements or practices and their amendments, provided that the relevant undertakings commit to implement the conditions and obligations determined by the Minister or his authorized representative. 6. The Minister or his authorized representative shall issue a resolution cancelling the approval of the exemption in any of the following cases: a. If it becomes clear that the circumstances and reasons for which the approval has been issued no longer exist. b. If the relevant undertakings fail to fulfill the conditions and requirements based on which the approval has been granted. c. If it becomes clear that the information based on which the approval has been issued is misleading or incorrect.

Article (11) Exemption of Certain Contract Categories Categories of contracts and related economic activities, which are necessary for promoting economic development, improving the undertakings' performance and competitiveness, developing production or distribution systems or brining certain benefits to the consumer,

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Federal Decree-Law of 2023 Regarding Regulating Competition 10 may be exempt from the application of the provisions of Articles (5), (6), (7) and (8) of this Decree-Law, by virtue of a resolution of the Minister or his authorized representative in coordination with the Relevant Authority, provided that they do not result in completely eliminating competition in the relevant market or a significant part thereof.

Article (12) Conditions of Economic Concentration 1. In order to complete economic concentration operations that would affect the level of competition in the relevant market, and in particular create or strengthen a dominant position, the relevant undertakings shall submit an application on the form designated for this purpose to the Ministry at least (90) ninety days prior to the completion thereof and shall attach the required documents, if any of the following conditions is met: a. The total value of annual sales of such undertakings in the relevant market, for the last fiscal year, shall exceed the amount determined by the Cabinet, upon the Minister's proposal. b. The total share of such undertakings shall exceed the percentage of the total transactions in the relevant market during the last fiscal year, as determined by the Cabinet. 2. The Executive Regulations of this Decree-Law shall establish the controls of submitting the application for economic concentration, the documents to be attached thereto, and its examination mechanisms.

Article (12) hereof within (90) ninety days, and such period may be extended for another (45) forty-five days from the date of receiving the complete application which shall meet

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Federal Decree-Law of 2023 Regarding Regulating Competition 11 the required conditions. During the said period, the relevant undertakings shall not perform any acts or procedures to complete economic concentration operations. The failure to issue a resolution by the Minister or his authorized representative shall be deemed as a rejection of the economic concentration operations. 3. The relevant undertakings may submit, on their own initiative, an undertaking to take measures intended to eliminate the harmful impact on competition resulting from an economic concentration when submitting the application or within a period not exceeding (30) thirty days from the date of receiving the complete application which shall meet the required conditions. 4. The Ministry may request stakeholders to express their opinion about the economic concentration by publishing its basic information on the Ministry's website. The Executive Regulations of this Decree-Law shall determine the time limit and controls of requesting the stakeholders to express their opinions. 5. Every stakeholder shall have the right to provide the Ministry with any data or documents concerning the economic concentration examined by the Ministry, and the Executive Regulations of this Decree-Law shall determine the time limit and controls of submitting such data and documents. 6. Every stakeholder shall have the right to file an appeal with the Ministry about an economic concentration examined by the Ministry. The Executive Regulations of this Decree-Law shall determine the time limit and controls of submitting such appeal. 7. The Ministry may request any additional information or documents related to the economic concentration.

Article (14) Interruption of Time Limits of Considering the Economic Concentration 1. Time limits of considering applications for approval of economic concentrations stipulated in Article (13) of this Decree-Law shall be interrupted in any of the following cases: a. When the Ministry requests the relevant undertakings to provide additional information to verify the economic concentration in accordance with the provisions

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Federal Decree-Law of 2023 Regarding Regulating Competition 12 of Clauses (4), (5) and (7) of Article (13) hereof; b. When the Ministry requests a technical opinion or additional information in accordance with the provisions of Clause (2) of Article (19) and Clause (2) of Article (20) hereof; or c. When an appeal is filed by a stakeholder in accordance with the provisions of Clause (6) of Article (13) hereof. 2. Time limits of considering the economic concentration shall begin to run again after the Ministry receives the data and information requested from the relevant undertakings or the Relevant Authorities in accordance with Clause (1) of this Article.

Article (15) Deciding on Applications for Economic Concentration 1. The Minister or his authorized representative may take a reasoned decision on applications for economic concentration submitted in accordance with the provisions of Articles (12) and (13) of this Decree-Law, as follows: a. Approving the economic concentration if it does not adversely affect competition or it has economic benefits that outweigh any adverse effects on competition; b. Approving the economic concentration, provided that the relevant undertakings pledge to implement the conditions and obligations pledged thereby or determined by the Minister for this purpose; c. Rejecting the economic concentration; d. Announcing that the conditions stipulated in Article (12) of this Decree-Law do not apply to the economic concentration. 2. The Minister or his authorized representative shall issue a resolution cancelling the approval referred to in Clause (1) of this Article if any of the cases referred to in Clause (6) of Article (10) of this Decree-Law is found.

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Article (17) Competences of the Competition Regulatory Committee The Competition Regulatory Committee shall have the following competences: 1. Proposing the general policy for protecting competition in the State, and presenting it to the Minister to take necessary actions; 2. Scrutinizing issues related to the application of the provisions of this Decree-Law, and making recommendations thereon to the Minister; 1. Proposing legislation and procedures of protecting competition, and presenting them to the Minister; 4. Making recommendations to the Minister on exempting practices in accordance with the provisions of Articles (9) and (10) of this Decree-Law; 5. Preparing an annual report on the Committee's activities to be presented to the Minister; and 6. Any other matters related to competition protection entrusted therewith by the Minister, or Federal Authorities or Relevant Authorities in the State.

Article (18) Competences of the Ministry The Ministry shall have the following competences related to competition affairs: 1. Implementing the competition policy in cooperation with the Relevant Authorities in the State; 2. Coordinating with the Relevant Authorities in the State to combat any form of activities or

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Federal Decree-Law of 2023 Regarding Regulating Competition 14 practices in breach of the provisions of this Decree-Law; 3. Preparing a register of notices and complaints; 4. Collecting information about, and investigating, anti-competitive practices, conducting investigations, based on a complaint or at its own initiative, addressing such practices in cooperation with the Relevant Authorities, and making recommendations to the Minister on the decisions to be taken in this regard to take the actions he deems appropriate; 5. Receiving complaints about decisions issued by the Minister or his authorized representative pursuant to this Decree-Law and taking appropriate actions thereon. 6. Conducting studies and collecting information and data related to competition in the markets and issuing reports thereon in cooperation with the Relevant Authorities; and 7. Any other tasks in relation to competition assigned thereto by the Cabinet.

Article (19) Obligations of Ministry's Employees and Committee Members 1. For the purposes of applying the provisions of this Decree-Law, the Ministry's employees shall: a. take adequate measures to protect the confidentiality of information which the Ministry has access to or businesses provide to the Ministry, and the disclosure of which could cause serious harm to the commercial interests of the businesses or their owners or conflict with the public interest; and b. not disclose information to which the Ministry has access except to persons concerned or at the request of the Relevant Authorities. 2. Members of the Committee mentioned in Article (16) of this Decree-Law shall perform the obligations of the Ministry's employees set out in this Article.

Article (20) Requesting Technical Opinions 1. The Ministry may request the Relevant Authorities and Sectoral Regulatory Agencies to provide it with a technical opinion about: a. The practices and actions covered by the provisions of this Decree-Law, based on

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Federal Decree-Law of 2023 Regarding Regulating Competition 15 complaints filed therewith or under automatic investigative procedures; b. Applications for exemption or economic concentration of the relevant undertakings. 2. The Relevant Authority or Sectoral Regulatory Agencies, as the case may be, shall provide the Ministry with their opinions within one month from the date of receiving the request for a technical opinion in accordance with Clause (1) of this Article. 3. The Executive Regulations of this Decree-Law shall establish the controls of requesting technical opinions from the Relevant Authorities and Sectoral Regulatory Agencies.

Article (21) Coordination between the Ministry and Relevant Authorities 1. The Relevant Authority shall consider anti-competitive practices, related exemption applications, and applications for approval of economic concentration that would affect competition and the general balance of the relevant market at the Emirate level if the following two conditions are met: a. The relevant undertakings shall be situated only in the same emirate. b. The impact of such practices shall not go beyond the borders of the emirate. 2. Subject to Clause (1) of this Article, the Relevant Authority shall inform the Ministry of its consideration of anti-competitive practices, related exemption applications, and applications for approval of economic concentration. The Ministry may take part with the Relevant Authority in considering the same. 3. Subject to Clause (1) of this Article, the Relevant Authority shall consider anti-competitive practices, related exemption applications, and applications for approval of economic concentration in accordance with the same procedures and requirements stipulated in this Decree-Law and its Executive Regulations, and it shall inform the Ministry of any decision taken thereon. 4. The Executive Regulations of this Decree-Law shall establish the controls and procedures for considering anti-competitive practices, related exemption applications, and applications for approval of economic concentration by the Relevant Authorities.

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Article (22) Coordination between the Ministry and Sectoral Regulatory Agencies 1. Sectoral Regulatory Agencies having no law or bylaws regulating their own competition rules may consider anti-competitive practices, related exemption applications, and applications for approval of economic concentration that would affect competition and the general balance of the relevant sector, at a written request for undertaking such task to be submitted to the Ministry and subject to the approval thereof by the Ministry. The Ministry may take part with the Sectoral Regulatory Agency in considering the same. 2. The Sectoral Regulatory Agency shall consider the case set forth in Clause (1) of this Article in accordance with the same procedures and requirements stipulated in this Decree-Law and its Executive Regulations, and it shall inform the Ministry of any decision taken thereon. 3. The Executive Regulations of this Decree-Law shall establish the controls for considering anti-competitive practices, related exemption applications, and applications for approval of economic concentration by the Sectoral Regulatory Agencies.

Article (34) Complaints and Appeals about Decisions 1. Any stakeholder may file a written complaint about any decision issued pursuant to the provisions of this Decree-Law with the Minister, the chairman of the Relevant Authority or the chairman of the Regulatory Agency, as the case may be, within (15) fifteen working days from the date of being notified of the decision or procedure subject of the complaint. The complaint shall be accompanied by all supporting documents and papers. It shall be decided upon within (30) thirty days from its filing date, the decision issued thereupon shall be final, and failure to respond within the aforementioned period shall be regarded as a dismissal of the complaint. 2. The complainant may appeal the decision dismissing the complaint before the competent court within (30) thirty days from the date of being notified of this decision or the lapse of the time limit of deciding upon the complaint without giving notice to the complainant. 3. In all cases, no appeal shall be filed with the court unless a complaint about the decision is filed and a decision dismissing the complaint is issued or the time limit stipulated in Clause (2) of this Article elapses without giving notice to the complainant.

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