Appendix D. European Commission Confidentiality Waiver

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APPENDIX D

EUROPEAN COMMISSION

CONFIDENTIALITY WAIVER1

WAIVER

1. On behalf of Company X and Company Y we confirm that each

of X and Y agree to waive the confidentiality restrictions which

govern the European Commission under EC Council Regulation

139/04 and other applicable laws (hereinafter referred to as “the

confidentiality rules”) to the extent necessary to permit the

European Commission to disclose, for the purpose of its

enquiries and analysis into the proposed merger/acquisition

between X and Y (hereinafter referred to as the “proposed

transaction”), to [competition authority B] any information

obtained from Company X and/or Y during the course of its

enquiry into the proposed transaction.

2. A corresponding waiver has or will be submitted to

[competition authority B], enabling that authority to share

information, obtained from Company X or Y during the course

of its enquiry into the proposed transaction and which would

otherwise be subject to the confidentiality rules of that

jurisdiction, with the European Commission.

3. Specifically Company X and Y agree that the staff of the

European Commission may share with [competition authority

B] any documents, statements, data and information, supplied

by Company X and /or Y, as well as the Commission’s own

internal analysis that contain or refer to X and Y’s materials that

would otherwise be prevented by the confidentiality rules.

CAVEAT

4. This letter does not constitute a waiver by X or Y of their rights

under the confidentiality rules with respect to the protection

1. The form is available at

ec.europa.eu/competition/mergers/legislation/npwaivers.pdf.