The Competition Authority’s (“Authority”) “Group Exemption Communiqué on Specialization Agreements” (“Communiqué” or “Communiqué No: 2025/2”) sets out the conditions for the group exemption of specialization agreements between undertakings from the application of Article 4 of the Law on the Protection of Competition (“Law” or “Law No. 4054”) dated 7/12/1994 and numbered 4054.
The Communiqué entered into force upon publication in the Official Gazette dated 26.06.2025. The Group Exemption Communiqué on Specialization Agreements published in the Official Gazette dated 26/7/2013 and numbered 28719 (“Communiqué No: 2013/3”) has been repealed. The Communiqué entered into force on the date of publication.
The scope of the Communiqué includes agreements between undertakings with complementary economic assets and activities, which are related to specialization in production or distribution, and the parties possessing market share that does not exceed the limits specified in Article 7 and handled within the framework of Article 4 of Law No. 4054.
General Conditions for Exemption Under the Communiqué
- Unilateral Specialization Agreements: Agreements concluded between two or more parties operating in the same product market, where one or more parties agree to wholly or partially cease the production of certain products or not to engage in such production at all, and instead purchase those products from another party or parties that agree to produce and supply them.
- Reciprocal Specialization Agreements: Agreements concluded between two or more parties operating in the same product market, where two or more parties mutually agree to wholly or partially cease production of certain but different products, or not to produce them at all, and instead purchase such products from another party or parties that agree to produce and supply them.
- Joint Production Agreements: Agreements where two or more parties operating in the same product market, or intending to enter a product market through a specialization agreement, agree to jointly produce certain products.
Additional Cases Covered by the Exemption
- Agreements where parties undertake exclusive purchasing or exclusive selling obligations.
- Agreements where parties jointly distribute specialized products.
The provisions of this Communiqué also apply to ancillary provisions that are directly related to and necessary for the implementation of the agreement, such as the transfer or licensing of intellectual property rights to one or more parties, provided that these provisions are not the primary object of the agreement.
Cases Excluded from the Scope of Exemption
The following conduct, whether carried out independently or under the control of the parties, and which directly or indirectly affects competition, shall not benefit from the exemption:
- Price fixing for sales to third parties, excluding direct customers within the scope of joint distribution;
- b) Market or customer allocation;
- c) Limitation of production quantities or sales.
Market Share Threshold
- For specialization agreements to benefit from the exemption set forth in Article 5, the total market share of the parties in the relevant markets must not exceed 20%.
- Where the specialized products are intermediate goods that are wholly or partially used by one or more parties in the production of other products sold by them in a downstream market, the exemption shall apply only if both of the following conditions are met:
- The total market share of the parties in the market(s) for the specialized products does not exceed 20%;
- The total market share of the parties in the downstream market(s) for the final products does not exceed 20%.
Application of the Market Share Threshold
The principles for applying the threshold set forth in Article 7 are as follows:
- Market share is calculated based on sales value. If sales value data is not available, reliable market data, including sales volume, may be used to estimate market shares.
- b) Market share is calculated based on data from the previous calendar year. If this data does not reflect the parties’ positions in the relevant markets, the average of data from the previous three calendar years shall be used.
- c) For the calculation of market share, the share of affiliated undertakings as defined in subparagraph (b) of the second paragraph of Article 4 shall be equally allocated among the undertakings having rights and powers defined under subparagraph (a).
- If the market share does not initially exceed 20% but later rises above this threshold in any relevant market, the exemption shall remain valid for two calendar years following the year in which the threshold was first exceeded.
Withdrawal of Exemption
If the Competition Board determines that an agreement benefiting from the exemption under this Communiqué has effects incompatible with the conditions for exemption under the Law, it may withdraw the exemption pursuant to Article 13 of the Law. In such cases, the Competition Board shall seek the written and/or oral opinions of the parties before issuing its final decision. The exemption granted under this Communiqué does not prevent the application of Article 6 of the Law.
Amendments Introduced by Communiqué No: 2025/2
- The definition of “distribution” in Article 4 has been updated to include the commercialization of specialized products.
- The “market share threshold” under Article 7 has been revised from 25% to 20%.
- In Article 7, specific application conditions for exemption are stipulated in cases where the specialized products are intermediate goods used in downstream markets.
- Article 8, titled “Application of the Market Share Threshold,” provides that if market positions are not reflected by the previous calendar year’s data, the average of the previous three years shall be used.
The provision concerning exceeding the market share threshold has been revised as follows:
Communiqué No: 2013/3 – Article 8:
Article 8(ç): If the market share initially does not exceed 25% but later rises up to (but not beyond) 30%, the exemption remains valid for two more years following the year in which the 25% threshold was first exceeded.
Article 8(d): If the market share initially does not exceed 25% but later exceeds 30%, the exemption remains valid for one more year following the year in which the 30% threshold was first exceeded.
Article 8(e): The grace periods provided under subparagraphs (ç) and (d) may not be combined in a way that extends the exemption beyond two calendar years.
Communiqué No: 2025/2-Article 8:
If the market share does not initially exceed 20% but later rises above this threshold in any relevant market, the exemption shall remain valid for two calendar years following the year in which the 20% threshold was first exceeded.
Transition Period
Under Article 11 of the Communiqué, agreements benefiting from the group exemption under the repealed Communiqué No: 2013/3, but not fulfilling the conditions set forth in the new Communiqué, must be amended to comply with the new requirements within two years following the entry into force of this Communiqué. During this transition period, such agreements shall not be subject to the prohibition under Article 4 of the Law.
You may access the full text of the Communiqué on Block Exemption for Specialization Agreements, which entered into force upon its publication in the Official Gazette dated 26 June 2025, from the following link:
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