Competition Law Executive Regulation

Article (1) Definitions

The definitions set forth in Federal Decree by Law No. (36) of 2023 Regarding the Regulation of Competition shall apply to this Resolution. Save as otherwise provided therein, the following expressions shall have the meanings assigned to each of them, unless the context requires otherwise: Decree by Law: Federal Decree by Law No. (36) of 2023 Regarding the Regulation of Competition. Parties to the Economic Concentration: The Undertakings participating, or intending to participate, in an Economic Concentration transaction. Interested Parties to the Economic Concentration: The parties affected by the Economic Concentration, including competitors, customers, suppliers, distributors, and stakeholders.

Article (2) Controls for Determining the Ability of a Dominant Position to Exercise Influence Likely to Cause Harm in the Relevant Market

1. Subject to Article (6) of the Decree by Law, a Dominant Position shall be established through the Undertaking's ability to exercise influence likely to cause harm in the Relevant Market, as follows:     a. The existence of strong indicators demonstrating the Undertaking's technological superiority, business model, significance of its financial resources, or geographical concentration, enabling it to impose conditions and exercise control over the Relevant Market in a manner affecting competition. The mere benefit derived by Undertakings from technological superiority resulting from innovation, investment, research, or development shall not, in itself, constitute a Dominant Position unless accompanied by an ability to influence the market in a manner that harms competition or restricts market entry or consumer choice. Any conduct resulting in the reduction of available choices or the imposition of unfair prices shall constitute an abusive practice and a violation of the provisions of the Decree by Law.     b. The existence of strong indicators demonstrating the Undertaking's ability to operate independently of market pressures, including pressures exerted by existing or potential competitors, customers, or consumers, thereby reducing the effectiveness of competition.     c. The inability of competitors to limit or counteract the Undertaking's influence in the market in a manner that prevents the maintenance of an effective level of competition within the market.     d. The possibility that the Undertaking, by virtue of its market position, may impede, restrict, or distort competition in the Relevant Market, thereby reflecting the absence of effective constraints upon it.     e. The extent to which the Undertaking's practices, Agreements, or Economic Concentration transactions affect consumer choice and the quality, availability, and fair pricing of products or services. Practices that restrict such choices or result in the imposition of unfair prices shall be deemed prejudicial to competition and in violation of the provisions of the Decree by Law. 2. An Undertaking's ability to exercise influence within the Relevant Market shall be inferred from one or more of the following factors:     a. The significance of the Undertaking's market share in the Relevant Market, even where such share does not exceed the percentage referred to in Paragraph (a) of Clause (2) of Article (6) of the Decree by Law;     b. The significance of the Undertaking's sales within the domestic market, whether in terms of volume, customer dependence, or economic weight;     c. The Undertaking's economic or market power in the Relevant Market, including its financial capability or strategic market position;     d. The Undertaking's activities in multiple markets or adjacent markets, where such presence strengthens its influence in the Relevant Market;     e. The extent of actual or potential competition within the Relevant Market and its ability to constrain the Undertaking's conduct;     f. The availability and substitutability of alternative products or services within the Relevant Market;     g. The Undertaking's pricing conduct compared with market benchmarks, where such conduct reflects pricing power rather than normal market responses;     h. The existence of barriers to entry into, or exit from, the Relevant Market, including structural, legal, or economic barriers; and     i. The existence of exclusive or long-term relationships with customers or suppliers that may contribute to strengthening the Undertaking's market power.

Article (3) Controls Governing the Prohibition of Offering or Applying Predatory Prices

1. For the purposes of Clause (1) of Article (8) of the Decree by Law, the controls governing the prohibition of offering or applying predatory selling prices to consumers shall be as follows:     a. Prices falling below the average variable cost or marginal cost shall be deemed predatory, unless the Undertaking is able to demonstrate that such pricing is justified by legitimate economic reasons unrelated to eliminating, restricting, or preventing competition.     b. Prices exceeding the average variable cost or marginal cost, but remaining below the average total cost, shall be deemed predatory where clear evidence exists of an anti-competitive plan or intent aimed at eliminating a competitor, restricting its activities, or preventing its entry into the market. 2. The Ministry or the Concerned Authority, as the case may be, shall assess and prohibit predatory pricing after considering the controls referred to in Clause (1) of this Article and the extent of their impact on the market and the freedom of competition, on a case-by-case basis and in accordance with the following discretionary criteria:     a. Assessing whether the Undertaking engaging predatory pricing holds a Dominant Position in the Relevant Market, given that predatory pricing may constitute an abuse of a Dominant Position.     b. Comparing the prices offered by the Undertaking with the prices of similar or substitute products or services in the Relevant Market.     c. Comparing the prices offered by the Undertaking with the costs of producing, processing, marketing, or distributing products, or providing services, in the Relevant Market.     d. Verifying whether the prices offered, together with other objective factors, indicate that their purpose or effect is any of the following:         1. Excluding existing or potential competition in the Relevant Market, or in a substantial part thereof.         2. Preventing the entry or expansion of competitors.         3. Disciplining existing competitors.     e. Considering the extent to which the Undertaking is capable of increasing its selling prices after a specified period following the exclusion, disciplining, or deterrence of its competitors, provided that the Ministry or the Concerned Authority, as the case may be, shall determine the appropriate period in accordance with the nature of the Relevant Market.     f. When assessing predatory prices, the Ministry or the Concerned Authority, as the case may be, shall take into account the potential future impact on consumers, including the risk of monopolization and the possibility of subsequently increasing prices in a manner that reduces the choices available to consumers or imposes unfair prices upon them.     g. Assessing the duration of the application of predatory pricing, the extent to which such pricing is applied to all products or services, specific customers, or particular geographical areas, and the causal link between such pricing and the achievement of any of the outcomes provided for in this Article.     h. Considering any objective and legitimate commercial justifications submitted by the Undertaking for the predatory pricing, including:         1. Promotional or introductory offers for new products or services.         2. Seasonal offers.         3. Clearance of obsolete or perishable inventory.         4. Matching a competitor's price (within the framework of legitimate competition).         5. Achieving genuine cost efficiencies by the Undertaking.

Article (4) Documents and Controls Relating to Exemption Notifications

1. For the purposes of Clause (2) of Article (9) of the Decree by Law, Undertakings wishing to obtain an exemption for their Agreements or practices from the application of Articles (5), (6), (7), and (8) of the Decree by Law shall attach to the notification submitted to the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, the following documents:     a. A copy of the Agreements for which exemption is sought, or a written description of the practices for which exemption is sought, as the case may be.     b. A detailed written description of the products or services related to the Agreements or practices.     c. The memorandum of association or articles of association of the concerned Undertaking.     d. A copy of the business license of the concerned Undertaking.     e. The audited financial statements of the concerned Undertaking for the last three (3) financial years preceding the date of submission of the application.     f. Identification of the headquarters and existing and future branches of the concerned Undertaking within the State, if any.     g. A written report on the economic dimensions of the exemption application, including a study of the Relevant Market affected by the Agreements or practices forming the subject matter of the exemption application, with particular reference to their positive effects on the market.     h. A detailed report establishing that the Agreements or practices forming the subject matter of the exemption application are necessary to promote economic development, improve the Undertaking's performance and competitiveness, enhance production or distribution systems, or achieve specific benefits for consumers.     i. The total sales of the concerned Undertaking in the Relevant Market(s) within the State during the last three (3) financial years preceding the date of submission of the application.     j. A statement setting out the names of the shareholders or partners of the concerned Undertaking, as the case may be, together with the percentage of their shares or stakes.     k. A list of the names of the members of the board of directors, board of managers, or manager, as the case may be. 2. For the purposes of Clause (5) of Article (9) of the Decree by Law, the controls governing exemption notifications shall be as follows:     a. The notification and the documents attached thereto shall be submitted to the Ministry or the Concerned Authority, as the case may be, by the concerned Undertaking, signed by its legal representatives pursuant to a duly authenticated special power of attorney, and accompanied by proof of payment of the fees relating to the exemption application, if any.     b. Where the practices or Agreements that are the subject matter of the exemption application involve more than one Undertaking, one Undertaking may submit the notification on behalf of the other concerned Undertakings, provided that it is duly authorized thereby in accordance with the controls stipulated in Paragraph (a) of this Clause.     c. The notification may be submitted by electronic mail or through any other means specified by the Ministry or the Concerned Authority, as the case may be.     d. The notification shall be submitted in either Arabic or English. The data and documents attached thereto shall be submitted in the language in which they were originally prepared, together with a translation into English or Arabic where they have been prepared in another language.     e. Undertakings wishing the data contained in the notification and documents to be treated as confidential information shall mark such data and documents as “Confidential” and shall submit non-confidential summaries sufficient to enable an adequate understanding of the content of the confidential information, which shall be marked “Non-Confidential”.     f. The concerned Undertaking shall submit a written undertaking not to engage in the practices or Agreements that are the subject matter of the exemption application until the issuance of the reasoned decision by the Minister, based on the recommendation of the Committee, in accordance with Article (10) and Clause (4) of Article (17) of the Decree by Law.

Article (5) Examination of the Exemption Notification

1. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall examine the notification as follows:     a. Conducting a formal examination of the notification and the documents submitted pursuant to Article (4) of this Resolution within ten (10) working days, and upon the completion of which a notice shall be issued to the concerned Undertakings confirming that the formal examination of the exemption application has been completed.     b. Conducting a substantive review of the application for approval of the exemption in accordance with Article (6) of this Resolution within forty (40) working days, extendable for a further ten (10) working days, in order to assess the extent to which the concerned Undertakings have complied with the following procedures:         1. Providing prior notification to the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, of the Agreements or practices for which exemption is sought.         2. Demonstrating that such Agreements or practices satisfy the requirements referred to in Clause (1) of Article (9) of the Decree by Law. 2. When examining the application for approval of the exemption, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may require the concerned Undertakings or other concerned parties to provide any additional data or information it deems necessary for deciding on the application. 3. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may require parties that it considers likely to be affected by the exemption to submit their views and supporting information regarding the exemption application within a period not exceeding fifteen (15) working days from the date on which they are notified. 4. The competent organizational unit within the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall:     a. Prepare a report concerning the application for approval of the exemption, setting out all facts and procedures relating thereto, the data upon which it is based, and a legal and economic assessment thereof, particularly with regard to its effects on the level of competition in the Relevant Market, together with a recommendation regarding the proposed decision on the application.     b. Submit the report prepared pursuant to Paragraph (a) of this Clause to the Committee, which shall in turn submit its recommendations regarding the granting of the exemption to the Minister, the decision-making authority within the Concerned Authority or the Sectoral Regulatory Authority, as the case may be, or any person authorized by any of them, within a period not exceeding fifteen (15) working days from the date of receipt of the report.

Article (6) Consideration of the Application for the Grant of an Exemption in Respect of Agreements or Practices

1. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall examine the Agreements or practices that are the subject matter of the application for approval of the grant of an exemption and assess the extent of their positive or negative impact on the overall balance of the Relevant Market and the proper functioning of its mechanisms in accordance with the principles of free competition. 2. Such Agreements or practices may be exempted from the prohibitions set out in the Decree by Law where it is clearly and substantially established that they enhance overall economic efficiencies in a manner that benefits the broader ecosystem within the Relevant Market. 3. The assessment of whether an Agreement or practice substantially enhances economic efficiency shall be based on factors including the following:     a. Definition of the Relevant Market.     b. The nature of the practices under review and the nature of the infringement associated therewith.     c. The substitutability of the products and services provided by the concerned Undertakings covered by the exemption application with products and services available in the Relevant Market, taking into account the prevailing prices therein.     d. Determination of the commercial catchment area of the Undertakings concerned by the exemption application.     e. The market shares of the concerned Undertakings.     f. The extent to which the concerned Undertakings enjoy a Dominant Position and monopolize the Relevant Market.     g. The likelihood of countervailing buyer power among customers in the Relevant Market.     h. The level of actual or potential competition in the Relevant Market.     i. The effect of the practices on the entry of economic establishments into, or their exit from, the Relevant Market.     j. The extent of their impact on consumer interests.     k. The impact on small and medium enterprises operating in the Relevant Market.

Article (7) Controls Governing the Notification and Examination of Proposed Amendments to Previously Exempted Practices

1. The concerned Undertakings shall notify the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, of any proposed amendment to Agreements or practices that have previously been granted an exemption, within thirty (30) days from the date of preparation of the proposed amendment, in accordance with the same controls that are stipulated in Article (4) of this Resolution. 2. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall examine the notification relating to the proposed amendment in accordance with the same controls referred to in Article (5) of this Resolution.

Article (8) Controls Governing the Minister's Decisions Concerning Amendments to Exempted Agreements or Practices

Without prejudice to the provisions of Article (10) of the Decree by Law, approval of a proposed amendment to Agreements or practices in respect of which a decision has been issued by the Minister approving the exemption of such Agreements or practices from the application of Articles (5), (6), (7), and (8) of the Decree by Law shall be granted by virtue of an amendment decision to the original decision pursuant to which the exemption was previously granted.

Article (9) Controls Governing the Duration of the Exemption and Periodic Review Procedures

1. The decision issued by the Minister, or the person authorized thereby, concerning an application for exemption of Agreements or practices from the application of Articles (5), (6), (7), and (8) of the Decree by Law shall specify its conditions, if any, the date on which it enters into force and expires, and its geographical scope where necessary. 2. The exemption may be extended prior to its expiry upon a reasoned written application submitted by the concerned Undertaking at least three (3) months before the expiry date of the exemption granted thereto. 3. The Minister may, sua sponte, and upon the recommendation of the Committee based on the report prepared by the competent organizational unit within the Ministry for this purpose, issue a decision extending the exemption.

Article (10) Submission of an Application for Approval of an Economic Concentration Transaction

1. The Parties to the Economic Concentration shall submit an application for approval of the Economic Concentration transaction in accordance with the form prepared by the Ministry for this purpose, following coordination with the relevant authorities, accompanied by the following documents:     a. A copy of the memorandum of association or articles of association of the Parties to the Economic Concentration.     b. A copy of the business license of the Parties to the Economic Concentration.     c. A copy of the contract or agreement relating to the Economic Concentration transaction.     d. Audited financial statements for the last three (3) financial years of each of the Parties to the Economic Concentration and their branches.     e. A statement setting out the names of the founders, partners, or shareholders of each of the Parties to the Economic Concentration and the percentage of each person's contribution or shareholding, as the case may be.     f. Identification of the headquarters of the Parties to the Economic Concentration and their branches, if any, together with a statement of their contributions to the capital.     g. A copy of the receipt evidencing payment of the fee for submitting the application for approval of the Economic Concentration transaction.     h. A report concerning the economic dimensions of the Economic Concentration transaction, including:         1. A detailed study of the Relevant Market(s) forming the subject matter of the Economic Concentration transaction covering the last three (3) financial years preceding the date of submission of the application.         2. Identification of all competitors of the Parties to the Economic Concentration, together with the total sales thereof in the Relevant Market(s) within the State and their respective market shares during the last three (3) financial years preceding the application for approval of the Economic Concentration transaction.         3. Identification of the customers of the Parties to the Economic Concentration and the proportion of their dealings therewith within the State.         4. Identification of the markets likely to be affected by the Economic Concentration transaction.         5. Identification of the positive effects of the Economic Concentration transaction on the Relevant Market(s) and any commitments or measures proposed by the concerned Undertakings to mitigate any potential adverse effects, if any.         6. Identification of the extent to which the Economic Concentration transaction may affect the prices, quality, and availability of goods and services to consumers, in a manner ensuring that their choices are not adversely affected and that unfair prices are not imposed upon them.     i. Identification of the potential geographical scope of the activities of the Parties to the Economic Concentration.     j. A list of transactions related to, or having an impact upon, the Economic Concentration transaction, including, by way of example, acquisitions, mergers, or joint ventures completed during the three (3) years preceding the date of submission of the application. 2. The application for approval of the Economic Concentration transaction shall be submitted in Arabic or English in an electronically signed copy by a legal representative acting pursuant to a duly authenticated special power of attorney. 3. The data and documents accompanying the application for the Economic Concentration shall be submitted in their original language in which they were prepared, together with a translation into Arabic or English where such documents have been prepared in another language. 4. Undertakings wishing the data contained in the application for the Economic Concentration and accompanying documents to be treated as confidential information shall mark them as "Confidential" and shall provide non-confidential summaries sufficient to enable an adequate understanding of the content of the confidential information, which shall be marked "Non-Confidential".

Article (11) Parties Responsible for Submitting an Application for Approval of an Economic Concentration Transaction

The application for approval of an Economic Concentration transaction pursuant to Article (10) of this Resolution shall be submitted by the Parties to the Economic Concentration depending on the nature of the transaction, as follows: 1. In the case of an acquisition, the application shall be submitted by the acquiring Undertaking (the purchaser) or by its legal representative acting pursuant to a duly authenticated special power of attorney. 2. In the case of a merger or joint venture, the application shall be submitted by all parties concerned with the Economic Concentration transaction, or by an Undertaking authorized by the Undertakings concerned with the merger or joint venture pursuant to a duly authenticated special power of attorney.

Article (12) Withdrawal of an Application for Approval of an Economic Concentration Transaction

1. A Party to the Economic Concentration that has submitted an application for approval of an Economic Concentration transaction pursuant to Article (11) of this Resolution may, during the initial review period, withdraw the application after its submission, in which case the application shall be deemed cancelled. 2. Any fees collected in consideration of the submission of an application relating to an Economic Concentration transaction shall not be refunded by the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be.

Article (13) Mechanisms for Examining an Economic Concentration Application

1. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall conduct a formal examination of the application for approval of the Economic Concentration transaction and the supporting documents within ten (10) working days, which may be extended for a similar period. Upon completion of such examination, a notice shall be issued to the Parties to the Economic Concentration confirming completion of the formal examination of the application. 2. Subject to Article (14) of the Decree by Law, where the required documents are incomplete or insufficient information has been submitted, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may request the submission of additional documents within a period to be specified thereby, provided that such period does not exceed ten (10) working days from the date of notification. 3. Following notification of the Parties to the Economic Concentration pursuant to Clause (1) of this Article, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall conduct a substantive review of the application to assess its positive or negative impact on the overall balance of the Relevant Market and the proper functioning of its mechanisms in accordance with the principles of free competition, based on evaluative criteria for the assessment of Economic Concentration transactions, including the following:     a. The type and nature of the proposed Economic Concentration.     b. The branches of the Parties to the Economic Concentration and any undertakings financially and economically affiliated therewith, if any.     c. The activities of the Parties to the Economic Concentration and their branches.     d. The market shares of the Parties to the Economic Concentration and the identification of their principal customers and the customers' shares within the Relevant Market(s).     e. Identification of the competitors of the Parties to the Economic Concentration and their market shares in the Relevant Market(s).     f. The extent to which the economic concentration is likely to result in the creation of a Dominant Position for the parties thereto in the Relevant Market upon completion of the Economic Concentration transaction.     g. The extent to which the products and services provided by the Parties to the Economic Concentration may be substituted by products and services available in the Relevant Market.     h. The price levels of products or services in the Relevant Market.     i. The likelihood that the Economic Concentration transaction may affect the prices of the relevant products or services and consumer interests.     j. Measuring the degree of concentration in the Relevant Market(s), before and after the Economic Concentration transaction.     k. The likelihood that the Economic Concentration transaction may affect the entry of new economic establishments into the relevant market(s), expansion therein, or their exit therefrom.     l. The extent to which there are legal restrictions on the conduct of the economic activities concerned by the Economic Concentration transaction.

Article (14) Verification Procedures in Respect of an Economic Concentration Transaction

1. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may invite the Parties to the Economic Concentration or the Interested Parties in the Economic Concentration to attend meetings for the purpose of verifying the Economic Concentration transaction. Such meetings shall be subject to the following controls:     a. The Parties to the Economic Concentration referred to in Clause (1) of this Article shall be heard, and the proceedings thereof shall be recorded in minutes prepared for this purpose.     b. The minutes of the meeting shall include the date and place of preparation thereof, its subject matter, the statements made, the identities, and capacities of the concerned parties, and the names of the persons responsible for preparing the minutes.     c. All attendees at the meeting shall sign the minutes thereof after reviewing them. Where any attendee refuses to sign, such refusal shall be recorded in the minutes together with the reason therefor, if any. 2. Where the verification of the Economic Concentration transaction requires the conduct of field investigations, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may enter the premises of the Parties to the Economic Concentration and examine all records, documents, and files, including electronic documents and files, and may request samples thereof where necessary, provided that such actions are documented in minutes prepared for this purpose in accordance with the controls set forth in Clause (7) of Article (23) of this Resolution.

Article (15) Period and Controls Governing the Submission of Views by Interested Parties in an Economic Concentration Transaction

Without prejudice to the provisions of Article (13) of the Decree by Law, the period and controls governing the submission of views by Interested Parties in an Economic Concentration transaction shall be as follows: 1. Interested Parties in the Economic Concentration, pursuant to Clause (4) of Article (13) of the Decree by Law, may submit their opinions within a period not exceeding fifteen (15) working days from the date on which they are invited by the Ministry to do so, provided that the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, has first published the basic information relating to the Economic Concentration transaction on its website. 2. Any Interested Party in the Economic Concentration, pursuant to Clause (5) of Article (13) of the Decree by Law, shall have the right to submit to the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, any data or documents relating to the Economic Concentration transaction submitted thereto, within a period not exceeding fifteen (15) working days from the date on which the Ministry publishes the basic information relating to the Economic Concentration transaction on its website. 3. Any party wishing to submit its opinion pursuant to Clause (5) of Article (13) of the Decree by Law and the provisions of this Article shall bear the burden of proving that it is an Interested Party and that it is affected by the Economic Concentration transaction. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall review the data submitted thereby and take the appropriate decision as to whether such interest exists and has been established. No submission shall be considered unless such interest and effect are proven. 4. Any supporting documents, evidence, or materials submitted to the Ministry, the Concerned Authority, or the Sectoral Regulatory Body, as the case may be, pursuant to the provisions of this Article in relation to the Economic Concentration transaction, shall be relevant and material to the verification process and to the decision intended to be taken in respect thereof. 5. The supporting documents, evidence, or materials referred to herein shall be submitted in a single copy bearing the signature and details of the submitter or the submitter's representative acting pursuant to a duly authenticated special power of attorney, through electronic mail or any other means specified by the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be.

Article (16) Period and Controls Governing Objections to an Economic Concentration Transaction

1. Subject to Paragraph (c) of Clause (1) of Article (14) of the Decree by Law, objections to an Economic Concentration transaction shall be governed by the following period and controls:     a. An objection application shall be submitted to the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, within a period not exceeding fifteen (15) working days from the date on which the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, publishes the basic information concerning the Economic Concentration transaction on its website.     b. The objection application, together with the supporting documents, evidence, and materials attached thereto, shall be submitted in a single copy bearing the signature and identifying particulars of the objector or their representative acting pursuant to a duly authenticated special power of attorney, through electronic mail or any other means specified by the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be.     b. The objection application shall be reasoned and supported by all documents, evidence, and materials justifying its submission. 2. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall examine the objection application as to form within a period not exceeding five (5) working days from the date of receipt thereof, for the purpose of verifying compliance with the formal requirements therefor. 3. Following substantive examination of the objection application and preparation of a report thereon, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall notify the objector within twenty (20) working days, commencing from the expiry of the period referred to in Clause (2) of this Article, which period may be extended by seven (7) working days, of either of the following:     a. Acceptance of the objection where it is founded on acceptable grounds and serious evidence warranting consideration thereof in the examination of the Economic Concentration application. In such case, the Parties to the Economic Concentration shall be notified of the accepted objection in order to submit their responses and defenses within a period not exceeding ten (10) working days from the date of such notification. Such responses and defenses shall bear the signature and identifying particulars of the submitter or the submitter's legal representative acting pursuant to a duly authenticated special power of attorney and shall be accompanied by any documents, evidence, or materials refuting the objection, if any.     b. Rejection of the objection where it is not founded on sufficient information or evidence to warrant consideration thereof in the examination of the Economic Concentration application. 4. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall resume examination of the application for approval of the Economic Concentration transaction in any of the following cases:     a. Rejection of the objection to the application for approval of the Economic Concentration transaction.     b. Acceptance of the response submitted in relation to the objection pursuant to Paragraph (a) of Clause (3) of this Article.     c. Expiry of the period prescribed in Paragraph (a) of Clause (3) of this Article without the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, receiving any response from the Parties to the Economic Concentration.

Article (17) Report on the Application for Approval of an Economic Concentration Transaction

1. Upon completion of the examination of the application for approval of an Economic Concentration transaction, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall prepare a report thereon containing the following:     a. A statement setting out all facts and procedures undertaken in relation to the application.     b. A statement identifying the parties concerned by the application, their branches, and their affiliated Undertakings.     c. The principal objective of the Economic Concentration transaction.     d. A study of the market(s) concerned by the application.     e. A legal and economic analysis of the Economic Concentration transaction.     f. An assessment of the Economic Concentration transaction and the extent of its positive or negative impact on the level of competition in the Relevant Market(s).     g. A recommendation regarding the proposed decision. 2. The report shall be submitted to the Minister or to the authority competent to issue the decision within the Concerned Authority or the Sectoral Regulatory Authority, as the case may be, within ten (10) days from the date of completion of the report referred to in Clause (1) of this Article, for the purpose of taking the appropriate decision concerning the application for approval of the Economic Concentration transaction.

Article (18) Monitoring of Economic Concentration Transactions

1. The failure of the Parties to the Economic Concentration to submit an application for approval of the Economic Concentration transaction shall not prejudice the right of the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, to examine and verify the Economic Concentration transaction, whether before or after its completion. In such case, the Parties to the Economic Concentration shall comply with the requirements imposed by the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, which shall also have the right to impose the administrative penalties resulting from failure to provide notification of the Economic Concentration transaction. 2. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may require the Parties to the Economic Concentration and the Interested Parties in the Economic Concentration to provide the necessary data, information, and documents, irrespective of whether the Undertakings concerned have submitted an application for approval of the transaction. The extent of the impact of the Economic Concentration transaction on the prices, quality, and availability of goods and services to consumers shall constitute one of the mandatory criteria for monitoring and assessment, in a manner ensuring that consumer choices are not adversely affected and that unfair prices are not imposed thereupon.

Article (19) Content of a Complaint Concerning a Violation of the Provisions of the Decree by Law

1. Any person having an interest, including consumers and government authorities, shall have the direct right to submit complaints concerning practices that may affect their rights or prejudice their interests. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall examine such complaints and take the necessary measures in respect thereof in accordance with the provisions of the Decree by Law and this Resolution. 2. A complaint concerning any violation of the provisions of the Decree by Law shall be submitted to the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, using the form prepared by the Ministry for this purpose in coordination with the relevant authorities and circulated to the Concerned Authorities and Sectoral Regulatory Authorities. Such form shall, at a minimum, include the following particulars:     a. The complainant party or parties.     b. The respondent party or parties.     c. Identification of the infringing practices and the relevant facts.     d. The legal provisions alleged to have been violated.     e. The evidence and supporting materials substantiating the complaint.     f. The actual or potential harm resulting from the infringing practices.     g. The final relief sought in the complaint.     h. The signature of the complainant or the complainant's legal representative.     i. The date of submission of the complaint.     j. A statement indicating whether the complaint has been submitted to any other authority within the State and the legal procedures taken in this regard, if any. 3. The complaint submitted pursuant to this Article shall be accompanied by:     a. The evidence and supporting materials substantiating the complaint.     b. A copy of the receipt evidencing payment of the complaint fee, if any; provided that complaints submitted directly by consumers and government authorities shall be exempt from this requirement.

Article (20) Controls Governing the Submission of Complaints

1. A complaint shall be submitted electronically or by any other means specified by the Ministry in coordination with the relevant authorities. It shall be signed by the complainant or by their legal representative acting pursuant to a duly authenticated power of attorney and shall be accompanied by the evidence and supporting materials in the language in which they were prepared, together with a translation into Arabic or English where they were prepared in another language. 2. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority shall maintain the confidentiality of any information submitted by a concerned party as confidential information or constituting trade secrets under the applicable legislation or pursuant to specific legal requirements, whether such party is the complainant, the respondent, or any other party related to the complaint. Such information shall be marked "Confidential" and shall not be disclosed except with the written consent of its owner or in accordance with the provisions of the applicable legislation. The concerned party shall provide non-confidential summaries thereof sufficient to permit an understanding of their substance, marked "Non-Confidential".

Article (21) Examination of the Complaint

1. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall examine the complaint as to form within a period not exceeding fifteen (15) working days from the date of receipt thereof, for the purpose of verifying compliance with all legal requirements prescribed under the Decree by Law and this Resolution. 2. Where the complaint does not satisfy the legal requirements, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall require the complainant to provide any data deemed necessary for examining the complaint within a period not exceeding fifteen (15) working days from the date of requesting completion of the required data or documents. 3. Where the complainant fails to provide the required data in accordance with Clause (2) of this Article, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may suspend the complaint examination procedures, extend the period referred to in Clause (2) of this Article where justified, or reject the complaint, as it deems appropriate. 4. Upon completion of the examination of the complaint, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall issue a notice to the complainant containing either of the following:     a. Acceptance of the complaint where sufficient information exists to initiate an investigation.     b. Rejection of the complaint in either of the following cases:         1. Insufficient information to initiate an investigation into the complaint.         2. The subject matter of the complaint does not fall within the competence of the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be. 5. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall notify the respondent of the complaint and provide a copy thereof within ten (10) working days from the date on which the complainant is notified of the acceptance of the complaint. Such notice shall specify the period granted to the respondent for submitting its response, which shall not exceed thirty (30) working days from the date of dispatch of the notice, while observing the confidentiality requirements set forth in Clause (2) of Article (20) of this Resolution. Investigation procedures shall thereafter be commenced in accordance with Article (23) of this Resolution.

Article (22) Closure of the Complaint

The complaint shall be closed as follows: 1. The complainant may withdraw the complaint by means of an express and unequivocal declaration to that effect, provided that such withdrawal is submitted in the same manner in which the complaint was filed and is duly signed by the complainant or their legal representative acting pursuant to a duly authenticated power of attorney. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall decide either of the following, provided that all parties to the complaint are notified of its decision:     a. Closing the complaint upon approval of the withdrawal.     b. Rejecting the withdrawal request where there are indicators and information demonstrating the existence of practices contrary to the rules of free and fair competition or affecting the overall balance of the market and the integrity of its mechanisms.     c. Rejecting the complaint where it determines that no grounds exist for further examination thereof due to the absence of any proven risk or effect on competition in the Relevant Market. 2. Any fees, if any, collected pursuant to the Decree by Law, this Resolution, and the resolutions issued in implementation thereof for the purpose of examining the complaint shall not be refunded in any of the cases referred to in this Article.

Article (23) Investigation Procedures in Respect of the Complaint

1. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall investigate and inquire into the complaint within ninety (90) working days from the date on which the complainant is notified of its acceptance pursuant to Article (21) of this Resolution. Such period may be extended by thirty (30) working days for the purpose of uncovering practices suspected of violating the provisions of the Decree by Law, this Resolution, and the resolutions issued in implementation thereof, based on the data and information submitted by the parties to the complaint. 2. When investigating the complaint, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may request any additional data or documents from the parties related to the complaint that may assist in examining it. Such information shall be provided within a period not exceeding twenty (20) working days from the date of the request, which may be extended for a similar period, provided that this shall not impede the course and procedures of the investigation into the complaint. 3. Where the respondent fails to submit a response within the period specified in Clause (5) of Article (21) of this Resolution, or fails to provide the requested data or documents within the period prescribed in Clause (2) of this Article and in accordance with the provisions thereof, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall send a notice to the respondent including the following:     a. A requirement to provide the requested information within a period not exceeding ten (10) working days from the date of the notice.     b. A statement that failure to respond shall render the respondent liable to legal accountability pursuant to Article (27) of the Decree by Law.     c. That their refusal to respond to the requests of the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall entitle it to proceed with examination of the complaint based on the evidence and data submitted by the complainant. 4. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall not be bound by the requests, defenses, grounds, or names of the parties stated in the complaint, and may recharacterize the facts and undertake all investigative measures necessary to ensure the proper functioning of the market in accordance with the rules of free and fair competition. 5. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may take any measure it deems necessary for investigating the complaint, including holding meetings with the parties related to the complaint or any other persons whose participation is required to complete the investigation into the complaint. 6. The following procedures and controls shall be observed in the meetings referred to in Clause (5) of this Article:     a. The parties shall be heard by the employees vested with the capacity of judicial enforcement officers pursuant to Article (35) of the Decree by Law, based on minutes prepared for this purpose.     b. The minutes shall include the date, time, and place, and subject of the meeting, the nature of the practices and violations, the statements of the parties, their identities and capacities, and the names of the persons who prepared the minutes.     c. The parties shall be afforded the opportunity to review the minutes.     d. The minutes shall be signed by the employees referred to in Paragraph (a) of this Clause and by all attendees. Where any party refuses to sign, such refusal shall be recorded in the minutes. 7. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may conduct any field inquiries at the premises of infringing Undertakings, and may enter such premises, examine all records, documents, and files, including electronic documents and files, and take samples therefrom where necessary, through the employees vested with judicial enforcement capacity, subject to the following controls: a. The minutes shall contain the date, time, place, and subject of the inspection, and shall identify the practices and violations. b. Identification and capacity of the persons present at the time of the inspection. c. Statements of the persons interviewed. d. Names and capacities of the employees preparing the minutes. e. Identification of the documents and data reviewed. f. Persons present during the inspection shall be afforded the opportunity to review the minutes, which shall be signed by the persons who prepared them and by the persons present or their legal representatives. Any refusal to sign shall be recorded therein. 8. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may seek the assistance of one or more specialized experts, at the expense of the complainant, to provide a technical opinion regarding any act or practice alleged to violate the provisions of the Decree by Law, this Resolution, and the resolutions issued in implementation thereof, where justified for the purposes of the investigation. The expert shall provide an opinion through a report prepared for this purpose within the period specified by the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be.

Article (24) Investigation Report Concerning the Complaint

1. Based on the investigation procedures, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority shall prepare a preliminary investigation report concerning the complaint, containing:     a. A statement of all facts and procedures taken in relation to the complaint.     b. The allegations concerning the violations raised and the defenses submitted in respect thereof.     c. The legal and technical analysis of the alleged violations.     d. A study of the market(s) relevant to the complaint.     e. An examination of the challenges relating to anti-competitive practices raised and an assessment of the extent of their non-compliance with the Decree by Law, this Resolution, and the resolutions issued in implementation thereof.     f. Preliminary findings. 2. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall send a copy of the preliminary investigation report to the parties to the complaint, subject to the confidentiality requirements prescribed by applicable legislation, and they shall be afforded the opportunity to submit their responses thereto within a period specified by the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, provided that such period shall not exceed twenty (20) working days from the date of delivery thereof. 3. The parties to the complaint shall submit their responses to the preliminary investigation report to the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, through the means specified thereby. 4. The parties to the complaint, or their representatives acting pursuant to a duly authenticated legal power of attorney, may request copies of, or access to, non-confidential documents or data relating to the complaint. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, may reject such request where it conflicts with confidentiality requirements. 5. Upon expiry of the statutory period granted to the parties to the complaint pursuant to Clause (2) of this Article, the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall prepare the final investigation report, taking into account the responses submitted by the parties to the complaint to the preliminary investigation report and the findings reached during the investigation, within a period not exceeding twenty (20) working days from the expiry of the statutory period granted to such parties pursuant to Clause (2) of this Article, which may be extendable by ten (10) working days. 6. The final investigation report shall contain a recommendation regarding the proposed decision to be taken concerning the complaint. 7. The Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be, shall submit the final investigation report to the Minister or to the authority competent to issue the decision within the Concerned Authority or the Sectoral Regulatory Authority, as the case may be, within a period not exceeding ten (10) working days from the date of its preparation.