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Annex II COMPLETE FORM OF NOTIFICATION OF CONCENTRATIONS Section 1 Description of concentration 1.

Provide a short description of the parties participating to the transaction, the form of the transaction (merger, acquisition of control, or creation of a joint venture), the fields of activity of the parties, markets on which the concentration is expected to have an impact, (to include the affected markets), and the justification of the concentration from the strategic and economical standpoint. [B&A to insert the description of the parties, form of the transaction, fields of activity] [ACS/Xerox SpA to insert information on the markets where the transaction is expected to have an impact and a summary of the outcome of the transaction from the strategic and economical point of view (i.e. what is expected to result from the transaction, its purpose] Section 2 Information on the parties 2.1 Information regarding the notifying party/parties: Provide information on the following items: 2.1.1. Name and address of the enterprise; [ACS/Xerox SpA to provide] 2.1.2 Type of economic activity of the enterprise; [ACS/Xerox SpA to provide] 2.1.3 Name, address, telephone/fax number and email address of the designated contact person; [ACS/Xerox SpA to provide] 2.1.4. Postal address of the noyifying parties (or each of the notifying parties) where should be submitted the documentation. Provide the name,

2. [Seller to insert as for the Seller] [Seller to insert for the Albanian subsidiaries] 2.telephone number and the e-mail address of the designated contact person (in Albania). [B&A to insert] 2.1 Name and address of the enterprise. Information regarding the other parties participating in the concentration: Provide information on each party to the concentration (except for the notifying party/parties): 2.2. who is authorized to receive the mail.2. [Seller to insert as for the Seller] [B&A to insert for the Albanian subsidiaries] .2 Type of economic activity of the enterprise.

2. [Seller to insert as for the Seller] [Seller to insert for the Albanian subsidiaries] . telephone/fax number and email address of the designated contact person.2.3 Name. address.

it should be stated whether a common representative has been designated.3. [B&A to insert] 2.3. by another party is made with the support of the former supervisory boards. 2.4. or the other organs that are legal representatives of that party. address.3. also indicating the name of the enterprise which they represent. (c) a short description on the economic and financial structure of the concentration. 2. Designation of representatives In the cases when the notifications are signed by the representatives of the enterprises. or a joint venture that performs all the functions of an independent economic entity. 2. . (d) the proposed or planned date of the main operations that aim at the realization of the concentration. If a joint notification has been made. such representatives must hold a written authorization. Name of the representative. Postal address of the representative (in Albania). [B&A to insert] Section 3 Detailed information on the concentration (ç) whether there is any public offer on the bonds issued by one party. provide clarification on the following: (a) whether the proposed concentration is a complete or partial merger. Provide the name. telephone number and the e-mail address of the designated contact person (in Albania). where should be submitted the correspondence and the documentation. In particular.2. Postal address of the participating parties (or each of the participating parties) where should be submitted the documentation.2.1.4. telephone/fax number and email address of the designated contact person. As regards the Albanian market. Describe the form of the concentration related to the notification. or a part of the later. 2. the proposed concentration is an indirect acquisition of control over the Targets. Provide data on each of the representatives authorized to act on behalf of the participating enterprises. direct or indirect acquisition of one or more enterprises. Name. who is authorized to receive the mail.3. Xerox SpA will purchase the shares hold (b) whether the subject of the concentration are enterprises in total or parts thereof. Address of the representative.3.

All companies. All companies or individuals that control the parties participating in the concentration. 3.1 turnover in the international market. in particular: .Technological innovations.1.1. Section 4 Ownership and control 4. 3.3 For each of the companies participating in the concentration submit the following data for the last financial year: 3.2.4 Describe the economic reasons of the concentration. This list should include: 4. .3.1 For each of the parties participating in the concentration submit a list of all enterprises belonging to the same group. .2 turnover in the internal market.Increasing the possibility of choice among products and / or services for consumers. 3.5 Describe and argue what are the resulting benefits to the customers after the implementation of concentration. controlled directly or indirectly: a) by the parties participating in concentration.Enhancing the quality of products and / or services.2 State the value of the transaction (purchase price or value of all property items included. after the completion of the concentration.3. b) by any of the undertakings set out in section 4. the nature and the extent of such support. active in affected markets (if any). as appropriate).(e) the proposed ownership and control structure.Declining prices of products and / or services. and (h) provide a list of the economic sectors involved with the realization of the concentration. 3.1 of this form. The data above should be accompanied by an audited balance sheet of the previous financial year. .1. .1. directly or indirectly. (g) financial support. 4. or any other form of support that is provided to the parties by any type of sources (to include the public authorities). 3.

Copies of all analysis. in each case. provide: 4. A list of each company.3. graphs or diagrams to show structure and control of enterprises. identify the name of another company and positions held by members in these bodies.3 The required information in this section may be illustrated by the use of the organization charts. who are also members of management or supervisory boards of a company that is active in other affected markets. identify the holder and state the percentage owned.4.2. Section 5 Enclosed documentation The notifying parties must provide the following documentation: 5.2. of the companies active in markets affected by definition in Section 6. shareholders capital or other securities. This documentation includes assessments in .2. other person (s) exercising similar functions which have been delegated or assigned. 5. or meeting of shareholders.3 The required information in this section may be illustrated by the use of the organization charts. 5. 4. 4. graphs or diagrams to enable better explanations. or latest versions of all documents about concentration.2. Copies of the final. 4. In connection with the parties to the concentration and each undertaking or person identified in response to Section 4. 4.2 In the case of a public offer.1. if it is unavailable at the time of notification. or designed by a member (s) of the board of directors.1. 5. 4.4. a copy of the bid documents. acquisition of control or through a public offer.1.2. must be specified the type and means of control. in each case. reports. Give details on the purchases made during the last three years by groups identified in Section 4. supervisory board. should be sent as soon as possible and no later than when it was sent to shareholders. carried out through an agreement between parties in concentration. in order to make an evaluation and analysis of the concentration. the members of management or supervisory boards. studies. and.3 Copies of reports and the latest annual accounts for all parties to the concentration. observations and any documents comparable to.2 Regarding the requirements set forth in paragraphs a) and b) above. A list of all other companies that are active in affected markets (affected markets are defined in Section 6) in which group companies or persons individually or jointly have 10% or more voting rights.1.

who has prepared each of these documents. 5. competitors (actual or potential). 76 of the Competition Commission. Relevant geographic markets: Relevant geographic market consists of areas where companies participating in the concentration are included in the offer and demand of products (goods / services) concerned. which are seen as negotiable or substitutable by the customer. caa.1. effective competition conditions. using the above definition and considering. the name and position of each individual. for example. the reasons for concentration. and / or overall conditions in the market. price and purpose of their use.2. cross price elasticity of demand or other factors necessary for the definition of product markets. adopted through Decision No. because the conditions of competition are very different from those expansion into other geographical markets. . where conditions of competition are sufficiently homogeneous and can be distinguished from neighboring geographic areas. Relevant product markets: A relevant product market comprises all those products (goods and / or services). Section 6 Definitions of the market2 Relevant product markets and geographic market determine the area within which is to be assessed the market power of the new entity resulting from the concentration. conditions of competition. Factors for assessing the relevant product market include the analysis of why some products are included in these markets and why others are excluded. because of its characteristics. 2 For more details see the Guideline ´On the definition of relevant marketµ. in some cases.relation to parts of the market. indicate (if not shown the document itself) the date of preparation. The notifying party or parties must provide the data required. price.5 For each of these documents. published in www. by taking into consideration the following definitions: 6. A relevant product market may. which have echnical or physical characteristics very similar and are exchangeable between them. ability to increase sales or expand into other products. consist of a number of special products. substitutability.

letter (a)). as well as alternative definitions of the relevant products and geographic markets possible on the basis of which: (a) two or more of the parties in the concentration are engaged in economic activities in the same product market and where the concentration would lead to a combined market share of 15% or more. letter (b)). 6. describe the relevant product and geographic markets affected by the announced transaction. (Based on Section III. whether or not there are existing relations provider / purchaser between parties in concentration. consumer preferences. (Based on Section III. 6. neighboring markets). which is also engaged another party which is part of the concentration.3 On the basis of the above definitions. Markets related to affected markets within the meaning of paragraph 6. for example. and horizontal. which are linked closely with the affected markets (markets of the upper. is 25% or more. affected markets consist of relevant product markets and geographic markets. Affected markets For the purposes of the information requested in this Form. which is at the upper or lower level of that product market. in which the notified transaction could have a significant impact.Factors taken into account for assessing the relevant geographic market include: the nature and characteristics of the products concerned. lower level. where: (a) one of the parties in the concentration has a market share greater than 15% and each of the other parties in the concentration is a potential competitor in that market. particularly if has plans to enter a market or has developed or pursued such plans in the course of the last two years.3. . These are vertical relationships. A party can be considered as a potential competitor. the presence of entry barriers. These are horizontal relationships. and where any part of market. significant changes in market shares of the enterprises operating in neighboring geographical areas or significant price changes. be that individual or combined at any level. (b) one or more of the parties in concentration are involved in economic activities in a product market. (b) one of the parties in the concentration has a market share greater than 25% and each of the other parties in the concentration has important intellectual property rights over the market.4.

3. describe what products and in what geographic market space would have an impact the notified concentration. submit the following information: 7. and documents to confirm the calculations. paragraph III. and. . in which is operating another party involved in concentration. which is a neighboring market closely linked to the product market. or they belong to a range of products that is generally purchased from the same category of customers for the same final use. b) upon the judgment of the notifying parties. Identify the resources used for the calculations.4. the volume) of all competitors (including importers) who have at least a share of 5% in the geographic market. as appropriate. Indicate the basis for calculations and sources as appropriate and submit documents to confirm these calculations. when the relevant geographic market is different. address. 7. 7. Product markets are closely linked neighboring markets where either products are complementary to each other. affected product markets. as well as an assessment of market share for each of the parties to the concentration.(c) one of the parties to the concentration is operating in a product market. 7. and for each of the last three financial years: a) in the territory of Albania. fax number and e-mail the designated contact person for competitors identified in 7. telephone number. Provide the name. Unaffected Markets In the case when there are no affected markets in the meaning of section 6.3 An assessment of market share in value (and where possible. Section 7 Information on affected markets For each of the relevant.2 Sales in value and volume. and where individual or combined market shares of the parties in one of these markets is 25% or more.5.1 An estimate of the total market size in terms of sales value and volume (units). 6.

(b) an assessment of the measure of any quota. provide the contacts of the executive director) for each of these providers.7.1. as follows: (a) describe the distribution systems prevailing in the market and their importance. To . telephone number. address. or just sell through local distribution facilities. To do this. for example. Section 8 General conditions in the affected markets 8. 7. The way in which the parties to the concentration produce. consider.6. Structure of supply in affected markets 8. Provide an estimate of the overall value and volume and source of imports from outside the territory of Albania and identify the following: (a) the ratio of these imports that come from groups who belong to the parties in the concentration. Explain which are the distribution channels and service networks that exist in the affected markets. fax number and e-mail the designated contact person and in cases where no such person has been designated.2.8 The nature and extent of vertical integration for each of the parties to the concentration compared with their largest competitors. 7. and. if they produce in-country. (b) other non-tariff barriers on trade. 7. tariff or non-tariff barriers to trade affecting these imports and (c) an assessment of the extent to which transportation and other expenses that influence on these imports. where possible. maintenance and repair) prevailing and their importance in these markets.5. set prices and sell products and / or services. Give name.7. To what extent distribution was conducted by third parties and / or companies belonging to the same group as the parties identified in Section 4? (b) describe service networks (for example. The extent of the influence that the following cost items exerted over trade between Albania and other countries: (a) transportation and other expenses. Identify the five largest providers of the parties in the concentration and the individual parts purchases from each of these providers (of raw materials or goods used for production purposes of the relevant products).

or network effects. fax number and e-mail of the contact person for each of these customers. expansion. (d) role of the transition costs (in terms of time and spending) to consumers if passed from one supplier to another. if this was different during the last three years. Explain the structure of demand in terms of: (a) phases of markets in terms of. . ensuring a wide range of products. (g) the importance of exclusive distribution contracts and other types of long-term contracts. in the sense of loyalty to the brand. (c) the role and product differentiation in terms of attributes or quality and the measure in which the products of the parties to the concentration are close substitutes. Provide name. If yes.4. identify the location and capacity of production facilities of each of the parties in the concentration on the affected markets. (b) the importance of customer preferences. please specify. Identify the five biggest independent customers of parties in each affected market and their individual share of total sales for these products. maturity and decline. and. which belong to each of these customers. 8. for example. give a forecast of projected sales and market share of parties in the concentration during the three to five years ahead. If you think that there is another important factor on the supply side. provide pre and after sales services. As appropriate. address.7. (e) degree of concentration or distribution of customers. (f) segmentation of customers into different groups with a description of "typical customer" for each group. what proportion of that capacity belongs to each of the parties in the concentration and what are their respective rates of capacity utilization. for example.3. or one of the competitors have products that can enter the market in the near future. 8. Give an assessment of the production capacity or of service provision capacity in the national market and / or relevant geographic market. and forecast growth rate of demand. Structure of demand in affected markets 8. During that period.5.6. or have plans to expand (or contract) production or sales capacity. early. 8.what extent these services were performed by third parties and / or companies belonging to the same group as the parties identified in Section 4? 8. telephone number. Determine if one of the parties in the concentration.

Explain why this entry is possible and give an estimate of the time within which this entry can occur. consider. making an assessment of entry from the geographical market standpoint. and an assessment of actual market share for each of these entries. are there companies (including those that currently operate only in markets outside the territory of Albania) that can enter the market? I f the answer is "Yes". (b) any legal or regulatory barrier to entry. During the last five years. institutions of central and local administration. 8. (e) the importance of economies of scale for production or distribution of products in the markets affected and (f) the right of access to sources of supply. 8:10 Describe the various factors affecting the affected markets. promotion. If one of the parties to the concentration has entered into an affected market in the last five years. the establishment of distribution systems. address. advertising. services. telephone number. fax number and e-mail it to the designated contact person. showing the market share of such competitor . state enterprises or similar bodies are important participants. phone number. as a source of demand. identify this / these companies by giving name. as well as barriers arising from product certification procedures. (d) the extent to which each of the parties to the concentration is dominant. give an analysis of market entry obstacles encountered. such as availability of raw materials and necessary infrastructure. etc. identify the entry and give the name. address. fax number and designated contact person. where possible. such as government authorization or standard setting in a particular form. By doing this. licensed or licensor of patents.(h) the extent to which public authorities. the following factors: (a) total entry costs (Research and Development. that is successful. or the need to have a verifiable record.9. know-how and any other intellectual property rights in these markets and any restrictions created by licensing of these rights. have there been any significant entries into any of the affected markets? If the answer is "Yes". Market entry 8. According to the judgment of the notifying parties.) on an equitable scale with a significant competitor. (c) any restrictions created by the existence of patents. . as well as from the product market standpoint. know-how and other rights in such markets.8. associated with the issue in question.

Give name. and long-term supply agreements. and.Research and development 8:11. to which belong the customers and suppliers of the parties in the concentration. Cooperation Agreements 8:12. (d) the cycle of innovation in these markets and the positioning of the parties in this cycle of innovation. distribution. (b) the direction of technological development for these markets for a suitable period (including developments in products and / or services. such as research and development agreements. Give name. and. Regarding trade associations (or groupings of enterprises) in the affected markets: (a) identify those in which members are parties to the concentration. specialization. telephone number. To do this. and agreements for the exchange of information . production processes. To what extent are cooperation agreements (horizontal. as appropriate. distribution systems. as follows: (a) trend and intensity of research and development in these markets and for the parties to the concentration. fax number and e-mail and contact person assigned to all trade associations listed above. telephone number. (c) The main innovations that are made in these markets and companies responsible for these innovations.). licensing. Trade Associations 8:14. address. vertical) present in the affected markets? 8:13. (b) identify the most important trade associations. address. joint production. fax number and e-mail and assigned contact person of all such trade associations as described above. consider. Give a description of the importance of research and development in the ability of a firm operating in market(s) to compete in the long term. . Explain the nature of research and development in the affected markets where operate the parties to focus. etc. Give details of the most important cooperation agreements where are involved the parties in the concentration in affected markets.

Describe how the proposed concentration would affect the interests of intermediate and end-customers and the development of technical and economic progress. or higher quality ones. please answer the following questions: . 9. (iv) why the party or parties can not reach a level of efficiency in the same scale through a different way than the proposed concentration in order not to cause competition concerns.3. letter d of Law. (iii) the extent to which consumers can benefit from efficiency and a detailed explanation of how this conclusion has been reached. (ii) If possible.Section 9 General market information 9. and. Having regard to Article 10. the associated risks. presentations of new products and improved products/services) that the parties anticipate will result from the proposed concentration in relation to any relevant product. show separately the fixed costs. If you want the Competition Authority to review especially if increased efficiency that can be obtained by the concentration can strengthen the ability and incentives of the unit after concentration. Determine steps that the partiers plan to take in order to achieve the efficiencies. to act in favour of competition in the consumer interest. If it is important. assess the degree of efficiency and a detailed explanation of how this scale is calculated. ongoing expenses and variable costs (in unit cost and total amount per year). time needed and associated costs. please submit a description and the accompanying documents regarding the resulting efficiencies (including fixed cost expenses. Section 8 Interactive effects of a joint venture 8. also submit an assessment of the importance of efficiency in relation to launching in the market of new products.1. For each alleged efficiency submit: (i) a detailed description on how the proposed concentration would allow the subject to achieve a new efficiency. For efficiencies that regard expenses.

Turnover of each parent company in the preceding financial year. All assessments made are identified true and are their best estimates based upon the facts and all opinions expressed are sincere. please explain your response. correct and complete copies that have been submitted iven true and complete documents as required by the form. If the answer is ´Noµ. (c) Regardless of the answer in letters (a) and (b) and in order to ensure the conduct of a full assessment of the issue by the Authority. (iii) does not place restrictions on relevant companies that are not necessary for achieving these objectives. 6. and 7 of the Law. paragraph 2 these criteria will not apply if the completed transaction has the following features: (i) contributes to improving production or distribution of goods or to promoting technical and economic progress. and. according to their full knowledge and confidence. creating joint venture does not bring coordination of activities between independent enterprises. (ii) allows to consumers and users a right share in the benefits. (b) If the answer to the letter (a) is affirmative. please show the following for each of the markets mentioned here: . . please explain how to apply the criteria of sections 5. or a neighbouring market closely related to its market? If the answer is "Yes". .Market share of each parent company. In accordance with article 5. give your reasons. Section 9 Declaration Notification must be completed with the following declaration to be signed by or on behalf of all parties notification: The notifying party or parties declare that. or in a upstream or downstream market.(a) Have common activity two or more parent companies operating in the same market with the joint venture. (iv) does not offer these companies the possibility of eliminating competition in respect to a significant part of such products. and in your opinion. in relation to the market of the joint venture. the information provided in this report is true. so as to restrict competition in the meaning of Article 4 of Law. .Economic importance of joint venture activities in connection with the turnover.

Law Nr. and when their concentration leads to a combined market share of more than 25%. 76 of the Competition Commission. dated 28. The Regulation "On the implementation of procedures to control the concentration of enterprises" 3. 9. 8. dated 28.9121.2003 "On Protection of Competition". 2. 16.7. 17 of the Law No. 7. Regulation "On the allocation of costs to follow the procedures at the Competition Authority" 6. please give information on imports and exports divided respectively by country of origin and destination. For the calculation of the turnover. see articles 15. 5. Instruction "On the form of the notification of the concentration" 4. As explained in the Guidelines. where a party to the concentration has a market share greater than 15% in the upper or lower level in a market where the other party carries out activities. insurance companies.9121. . other financial institutions.2003 "On Protection of Competition. A market will be considered as affected market. dated 28. Guideline "On determining the relevant marketµ . you can discuss with the Authority to which extent the exemption from the submission of information required will be appropriate for the affected markets.7. 10. The term "concentration" is defined in Article 10 and 12 of Law No.2003 "On Protection of Competition. in the context of prior notification. Special provisions are found in Article 17 of the Law of credit institutions.7. If willing. adopted through decision No.9121. The value and volume of a market should reflect production by subtracting exports and adding imports to geographical areas under review.Place and date: Name Surname: Signature: Or On behalf of: Legal representative: Signature References and explanations: 1.

Parties are not required to provide any excuse for not filling this section. is calculated by summing up the squares of individual market shares of all firms in the market. For example. HHI ranges from almost zero (in a market share) in 1000 (in the case of pure monopoly). the market shares of the firms that join in the concentration contribute individually through their squared shares: (a)2 + (b)2. In the context of contacts prior to the notification. and 10%. Increase in HHI is represented by 2ab. The explanation for this technique is as follows: Prior to concentration. 16. respectively 30% and 15%. However. Experience has shown that examination of complex issues usually requires more contact details for clients. që është e barabartë me (a) me 2ab. 15. the earlier information is provided. The increase of concentration by measuring through-the HHI can be calculated independently for all the market concentration. Failure to give information required on the efficiency in the notification phase does not prevent disclosure of information at a later stage.3. a market that has five firms with market shares of respectively 40%. lack of information about very small firms may not be important because these companies do not significantly affect the HHI.11. . Rritja në HHI përfaqësohet 12. After the concentration. b) 2. the contribution is the square of their amounts: (a + b)2. which is equal to (a)2 + (b)2 + 2ab. a merger or acquisition of control of two firms. HHI (Herfindahl-Hirschman Index). 15%. For example. Although it is better to include all firms in the calculation. 13. will increase in the HHI with 900 (30 x 15 x 2 = 900). by doubling the product of market shares of firms participating in the concentration. failure to give information on efficiency will not be interpreted in the sense that the proposed concentration does not create efficiency gains or that the reasons for the concentration are to increase market power. the better the Authority is positioned to verify the claim of efficiency. has an HHI of 2550 (402 + 202 + 152 + 152 + 102 = 2550). Research and development intensity is defined as research development expenditure as a ratio of total turnover. It should be noted that providing information is voluntary under Section 9. with market shares of. . HHI after concentration is calculated on the presumption that individual shares in market change. 14. 20%. 2 + (b) 2 + 2ab. the Authority may require more contact details for the clients in certain affected markets. 15%.