COMPETITION COUNCIL. By re-editing of Competition Law no. 21/1996 the article 33 became 32;

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1 Decision no. 64 from 13.VIII.2008 regarding the economic concentration by which SC Realitatea Media SA will achieve the sole control over SC Telesport Intermedia SRL COMPETITION COUNCIL On the basis of: 1. 1.Competition law no.21/1996, republished in the Romanian Official Gazette, no.742, Part I from (hereinafter called law); 2. The Decree no. nr. 830/ on the appointment of the president of the competition council published in the Romanian Official Gazette no. 619 of ; 3. The Decree no. 1089/ on the appointment of a vice-chairman of the Plenum of the Competition Council, published in the Romanian Official Gazette no. 767 Part I of ; 4. The Decree no. 1088/ on the appointment of a member of the Plenum of the Competition Council, published in the Romanian Official Gazette no. 767 Part I of ; 5. The Decree no. 1087/ on the appointment of a member of the Plenum of the Competition Council, published in the Romanian Official Gazette no. 767 Part I of ; 6. The Decree no. 57/ on the appointment of the members of the Plenum of the Competition Council, published in the Romanian Official Gazette no. 143 Part I of ; 7. The Regulation of 29 March 2004 on the authorization of economic concentrations, published in the Romanian Official Gazette no. 280 Part I of , as subsequently modified and amended; 8. The Regulation of 26 March 2004 on organization, functioning and procedure of the Competition Council, published in the Romanian Official Gazette no. 288 Part I of , as subsequently modified and amended; 9. The Guidelines of 29 April 2004 on calculation of turnover in the cases of anticompetitive practices stipulated in Art. 5(1) of the Competition Law no. 21/1996 and in economic concentrations cases, published in the Romanian Official Gazette no. 440 Part I of ; 10. The Guidelines of 26 March 2004 on relevant market definition with a view to determining the significant market share, published in the Romanian Official Gazette no. 288 Part I of ; 11. The Guidelines of 26 March 2004 on application of the provisions of Art of the Competition Law no. 21/1996 regarding calculation of the authorization fee for economic concentrations, published in the Romanian Official Gazette no. 288 Part I of ; 12. The notification of the economic concentration submitted by SC Realitatea Media SA, registered at the Competition Council under no. RS 21/ , which became effective at The Note of the Commission responsible with mergers and antitrust (Gh.O/845/ ). 1 By re-editing of Competition Law no. 21/1996 the article 33 became 32; 1

2 Taking into account that: 1.Through the address registered at the Competition Council under no. RS - 21/ , SC Realitatea Media SA 2 (hereinafter referred to as Realitatea Media) submitted the notification for the economic concentration realized by achieving the sole control over the undertaking SC Telesport Intermedia SRL 3 (hereinafter referred to as Telesport Intermedia); 2. The notification became effective at ; 3. The acquirer, Realitatea Media, is controlled by BLUELINK COMUNICAZIONE Ltd. Cyprus 4 with 54,998645% from the joint stock value. BLUELINK COMUNICAZIONE Ltd. Cyprus is controlled by Mr. Vintu Sorin Ovidiu 5. BLUELINK COMUNICAZIONE Ltd. Cyprus does not own any participation in other companies and does not develop any activity on the Romanian territory. Realitatea Media has as main object of activity activities of television programming and broadcasting ( NACE code 602), in practice being involved in television activities that consist mainly in production and broadcasting of reportages, news, informative programs, advertising, etc., within Realitatea TV television programming and broadcasting service ( Realitatea TV Channel ) and within The Money Channel television programming and broadcasting service ( TMC Channel ). At present, the group that Realitatea Media is a part of develops activities mainly in the fields of written press, advertising and radio. The undertaking Romantica Television SRL 6 (hereinafter referred to as Romantica), whose main object of activity is activities of television programming and broadcasting (NACE code 602), is also a part of Realitatea Media Group. Romantica is involved in television activities, consisting in activities of production and broadcasting within Romantica television programming and broadcasting service (Romantica Channel); 4. The acquired undertaking, Telesport Intermedia, has as main object of activity activities of television programming and broadcasting (NACE code 602). In practice, Telesport is involved in television activities, consisting mainly in: programs broadcasting (live or recorded); production and broadcasting of sport news; production and broadcasting of sport shows, advertising, all within Telesport television programming and broadcasting service ( Telesport Channel ). Telesport does not own any participation in other undertakings; 5. Prior to the notified economic concentration, the structure of ownership of SC Telesport Intermedia SRL was the following: Mr. Horaţiu Nicolau 7-97% of the shares of Telesport Intermedia and Ms. Neagu Gabriela-Aurora 8-3% of the shares of Telesport Intermedia. 6. For the purposes of this operation, namely for Realitatea Media SA to achieve the sole control over SC Telesport Intermedia SRL, have been concluded two contracts as follows: 2 Headquarter: Bucharest, Piata Presei Libere no. 1, Corp A4, floor 2, room 28, district 1, registered at Bucharest Trade Register under no. J40/6736/2001, Unique Registering Code: R , phone 021/ , 021/ , fax: 021/ ; 3 Headquarter :Bucharest, Calea Floreasca no. 167Bis, floor 6, room. 2, district 1, registered at Bucharest Trade Register under no. J40/3366/2002, Unique Registering Code: ; 4 Headquarter: Nicosia 4, Agias Elenis Street, Flat/Office501, PC 1510, Cyprus, registered under no. HE ; 5 Mr. Sorin Ovidiu Vintu identifies himself with [...]; 6 Headquarter: Bucharest, Dr. Capşa Ştefan no. 11 Street, floor 1, room 1, district 5; registered at Trade Register under no. J40/3408/2007, Unique Registering Code ; 7 Mr. Horaţiu Nicolau identifies himself with [...]; 8 Ms. Neagu Gabriela Aurora identifies herself with [...]; 2

3 a) The Shares Sale-Purchase Contract, concluded at between Horaţiu Nicolau and Neagu Gabriela-Aurora acting as sellers and Realitatea Media SA acting as buyer, contract by which Realitatea Media SA obtains 25% of the shares of SC Telesport Intermedia SRL. Through this contract Horaţiu Nicolau has sold and Realitatea Media has bought 22% of the shares of al SC Telesport Intermedia SRL. Through the same contract Neagu Gabriela Aurora has sold and Realitatea Media has bought 3% of the shares of al SC Telesport Intermedia SRL. As a result of this operation the structure of ownership of SC Telesport Intermedia SRL is: Horaţiu Nicolau - 75% of the SC Telesport Intermedia SRL shares; Realitatea Media SA - 25% of the SC Telesport Intermedia SRL shares. b) The Shares Sale-Purchase Bilateral Promise, concluded at between Horaţiu Nicolau acting as seller and Realitatea Media SA and Sorin Enache 9 as buyers, contract through which Horaţiu Nicolau undertake to sell and Realitatea Media SA and Sorin Enache undertake to buy all the shares owned by the seller. As a result of the transaction s completion, the structure of SC Telesport Intermedia SRL ownership will be as follows: Realitatea Media SA - 99,95% of the SC Telesport Intermedia SRL shares; Sorin Enache 0,05% of the SC Telesport Intermedia SRL shares. At the date of the transaction s finalization, the parties shall conclude, on the basis of Shares Sale-Purchase Bilateral Promise, a Shares Sale-Purchase Contract (whose content has already been submitted to the Competition Council). The audiovisual licenses, as these are defined by the Law no. 504/2002, that are owned by SC Telesport Intermedia SRL, will be transferred to Realitatea Media SA simultaneously with the transfer of the property rights concerning the shares of SC Telesport Intermedia SRL; 7. The operation through which Realitatea Media achieves the sole control over Telesport Intermedia represents an economic concentration according to the article art.10 alin.(2) lit.b) of the Competition law no.21/1996, republished; 8. The cumulated turnover achieved in 2007 (the financial year prior to the economic concentration) by the involved parties is cumulatively in accordance with the threshold conditions stipulated by art.14 of the law, meaning that it exceeds the ROL equivalent of EUR 10,000,000 and there are at least two undertakings involved in the operation, whose turnover on the Romanian territory exceeds the ROL equivalent of EUR 4,000,000; thus, the economic concentration is subject to the Competition Council s control, according to the provisions of art.15 of the law; 9. According to art.1 of Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation), this economic concentration doesn t have community dimension, unfulfilled the threshold conditions in order to be notified at the European Commission; 10. As regards the relevant markets on which the economic concentration operation takes place, taking into account both the analysis that was carried out and the community case law (practice), for the purposes of the assessment of this economic concentration operation, the product relevant markets are: -the market for pay television broadcasting; -the market for television advertising; -the market for sport broadcasting rights. The geographic market for the identified relevant product markets is national. 9 Mr. Sorin Enache identifies himself with [...]; 3

4 11. The market for pay television broadcasting The main difference between pay television and free access television is the different way through which these televisions are financed; free access televisions finance their activities from advertising and pay televisions finance themselves mainly through subscriptions, being a commercial relationship between the broadcaster and the spectator/subscriber. At the same time, the success of a free access television channel is assessed taking into account the viewer shares that were obtained, while the success of a pay television channel is assessed taking into account the number of subscribers. As a result of the assessment made having as criterion the subscriber fees, the aggregate market share of the involved undertakings (through the pay television channels they own) is bellow [ ] % and, therefore, the notified operation does not create or consolidate a dominant position on the relevant market which may have as effect the restriction, the prevention or the significant distortion of competition. However, the matter of a wide or narrow market definition can be left opened in this case, taking into account the fact that the economic concentration under analysis does not lead to the creation of a dominant position, even if we consider the product market as being the market for television channels in general (the aggregate market share 10 of the involved undertakings is [ ]%), or if we take into account as relevant market the market for the provision of sport content television channel (the market share 11 of Telesport is [ ] and there are no overlapping between the acquirer and the acquired). From a geographical point of view, the relevant market for the broadcasting of pay television channels is national because Telesport Intermedia owns the Telesport channel license, a satellite broadcast license which allows it to be received anywhere on the Romanian territory. Therefore the geographic market for the broadcasting of pay television channels is the entire Romanian territory. 12. The market for television advertising On this market the measure of success is given by the viewer share because those are in a direct relation with the prices for advertising that a television broadcaster may ask from its costumers. On this market, the undertakings market share (through the television channels that they own) based on incomes from advertising are bellow [ ]% and, therefore, the notified operation does not create or consolidate a dominant position on the relevant market which has as effect the restriction, the prevention or the significant distortion of competition. From a geographical point of view, the television advertising market is national because the advertising is targeted towards the Romanian consumers. Apart from that, the aim of televisions broadcasters is to attract as many television spectators as possible and an advertising volume as large as possible. The costumers for television advertising are extremely diverse and they consist mainly of undertakings. The involved television broadcasters have a national coverage and the television advertising is targeted towards spectators on the entire Romanian territory. 13. The market for sport broadcasting rights. Since, in general, sport events cannot be regarded as substitutable to another kind of television content, the relevant market defined for the purpose of analysis of the present economic concentration operation is the market for sport television broadcasting rights. On this market, in 2007, both the acquirer and the acquired acted as buyers and the acquired undertaking acted also as a seller. Therefore, in accordance with the Community case law, the market can be divided into the market for the acquisition of sport television broadcasting rights and the market for the re-sale of sport television broadcasting rights. 10 The market share is based on the viewer share; 11 The market share is based on the viewer share; 4

5 On the market for the acquisition of sport television broadcasting rights the broadcasters and sports rights intermediaries compete to buy rights from the original rights holders. According to the claims of the parties, on the market for the acquisition of sport television broadcasting rights Telesport Intemedia has a market share of aproximately [ ] % of the total sports broadcasting rights and the market share of Realitatea Media on this market did not exceed [ ]. These market shares, even aggregated, do not raise competition concerns. On the market for the re-sale of sport broadcasting rights, the broadcasters and/or sports rights intermediaries compete to sell the sport broadcasting rights to the broadcasters who will distribute these sport events to the final consumers (the spectators). On the basis of the Cession Contract concluded with the Professional Football League, Telesport Intermedia was the owner of the broadcasting rights for the national football championship between As regards those rights, Telesport acted as the only seller and other broadcasters (Antena 1, TVR, National TV and Kanal D) acted as buyers, Telesport Intermedia granting the broadcasting rights for some of the games played in the national football league. Telesport Intermedia did not re-sell other broadcasting rights concerning other sports. Realitatea Media did not re-sell sport broadcasting rights. Therefore, the operation submitted to Competition Council does not lead to the creation or strengthening of a dominant position which may have as effect the restriction, the prevention or the significant distortion of competition. However, the problem of a narrow market definition can be left open, taking into account the fact that the present economic concentration operation does not lead to the creation of a dominant position. Therefore, within the sports broadcasting rights, a bigger attention should be paid to football, which cannot be regarded as a substitute to other sports, mainly because of its popularity 12. Regarding football a distinction 13 has to be made between: -broadcasting rights for the events that take place intermittently, generally one time every 4 years (FIFA World Cup and the European Championship of Nations - it is highly possible that each one of this events may represent a separate market), and - broadcasting rights for the events that take place on regular bases during the whole year (games in the national league - especially First Division - and national cup, UEFA Champions League and UEFA Cup) - the market for broadcasting rights for the events that take place on regular bases. For the purposes of the assessment of this economic concentration operation, the relevant market is the market for sport broadcasting rights, a wider market definition (the general broadcasting rights market) or narrower market definition bears no relevance for this case. The geographical market for the market of sport broadcasting rights has a national dimension because the main broadcasting rights that are acquisitioned / re-sold in Romania are licensed to broadcasters on the basis of national territory, on this market the competition being for the right to broadcast the sport events to the Romanian final consumers; 14. In the economic concentration analysis were taken into account both the provisions of the Share Sale Purchase Agreement dated 10th of March 2008 between Horaţiu Nicolau and Neagu Gabriela-Aurora acting as sellers and Realitatea Media SA acting as buyer, of the Share Sale Purchase Bilateral Promise dated 10th of March 2008 between Horaţiu Nicolau acting as seller and Realitatea Media SA and Sorin Enache acting as buyers and of the Shares Sale-Purchase Contract in the final form agreed by parties and transmitted to the Competition Council, that is going to be concluded at the date of the finalization of the transaction on the basis of the Shares Sale-Purchase Promise, as well as the arguments presented by the parties in order to sustain the character of this particular operation; 12 COMP M Group Canal +/RTL/GJCD/JV; COMP M Sogecable/Canalsatélite Digital/Vía Digital; COMP/2876- Newscorp/Telepiu; 13 COMP/M Group Canal +/RTL/GJCD/JV, para. 21; 5

6 15. The notified economic concentration does not lead to the restriction, prevention or significant distortion of competition on the above identified relevant markets or on any part of those; Pursuant to art.21 para.2 of the Competition Law no. 21/1996, as republished, and to art. 8 para. 10 lett. b of the Regulation for the organization, operation and procedure of the Competition Council, as subsequently amended and supplemented, Decides Art. 1 Pursuant the provisions of the Art. 46 (1) b) of the Law, and the Regulation regarding the authorization of the economic concentrations, Competition Council issues the present non-objection decision regarding the economic concentration realized by Realitatea Media SA through achieving the sole control over SC Telesport Intermedia SRL, observing that, although the notified operation falls under the incidence of the law, there are no serious doubts regarding its compatibility with a normal competitive environment. Art. 2 Pursuant the provisions of the Art.32 par.(1) of the Law, SC Realitatea Media SA shall pay the authorization fee of the notified economic concentration. Art.3 The authorization fee, according to the provisions of the Guidelines on application of the provisions of art. 33 of the Competition Law no. 21/1996, with subsequent modifications and completions, regarding the calculation of the authorization fee for economic concentrations, calculated based on the turnover submitted by SC Realitatea Media SA 14, is amounted at (...) lei. Art.4 The amount of the authorization fee shall be paid within a term of maximum 30 days from the communication of the present Decision, to the State budget, through a treasury payment order, with the mention: for the authorization of the economic concentration. A copy of the payment order shall be sent without delay to the Competition Council. Art.5 The Competition Council s Decision can be challenged, according to the provisions of the Art. 47 (4) of the Law, within 30 days of its acknowledgement, at the Appeal Court of Bucharest, the administrative section. Art.6 The present decision enters into force at the date of its remittance. Art.7 The Service Directorate and the General Secretariat of the Competition Council shall supervise the enforcement of the present Decision. Art.8 The present Decision will be communicated by the General Secretariat of the Competition Council to SC Realitatea Media, through its legal representative: (...). Gheorghe Oprescu President 14 The addresses no.rg-4102/ , RG 4085/ and no. RG 4084/