New Group Exemption Communiqué on Specialisation Agreements has been Published

On 26 June 2025, the Turkish Competition Board (the “Board”) published Communiqué No 2025/2 on Specialisation Agreements (the “New Communiqué”) in the Official Gazette numbered 32938. With its entry into force, the Previous Communiqué No 2013/3 (the “Previous Communiqué”) has been repealed. The New Communiqué updates the framework under which specialisation agreements between undertakings in the fields of production or distribution may qualify for a block exemption from the prohibition set out in Article 4 of Law No. 4054 on the Protection of Competition (“Law No 4054”).

The New Communiqué covers specialisation agreements concluded between undertakings that generally possess complementary economic assets and activities. However, in order to benefit from the exemption, such agreements must comply with the market share thresholds set out in Article 7 and are subject to review under Article 4 of Law No 4054.

Below is a summary of the key changes introduced by the New Communiqué:

UPDATES TO KEY DEFINITIONS

The New Communiqué has updated certain key definitions to ensure terminological consistency.

For instance, the New Communiqué revises the definition of a potential competitor by removing the previous criterion based on the assumption of a “small and lasting price increase,” instead grounding the assessment on serious and specific indicators. Accordingly, an undertaking must have the potential to enter the market within three years by bearing the necessary costs or making additional investments. This amendment renders the concept of a potential competitor more realistic and evidence-based, while also promoting terminological alignment with EU practice. In addition, the New Communiqué expands the definition of distribution to cover not only sales and services but also the commercialisation of specialisation products and their supply to customers. This ensures that all stages of bringing products to market are explicitly included within the scope of the definition.

REVISIONS TO MARKET SHARE THRESHOLDS

The New Communiqué restricts the market share thresholds applicable for specialisation agreements to benefit from the block exemption. The total market share limit, which was 25% under the Previous Communiqué, has been reduced to 20%. Accordingly, if the combined market share of the parties in any relevant market for the specialised products or services exceeds 20%, the block exemption will no longer apply.

In addition, the New Communiqué introduces a specific rule for cases where the specialised product is used as a mandatory input in downstream markets. In such cases, the combined market share of the parties must not exceed 20% in both the upstream (specialised product) market and the downstream market, thereby explicitly taking sub-markets into account.

Furthermore, the methodology for calculating market shares has been revised. Under the Previous Communiqué, only the parties’ sales data from the preceding year were used. The New Communiqué allows the use of the average sales over the previous three calendar years, if the prior year’s data do not accurately reflect the parties’ position in the market.

VALIDITY PERIOD OF THE EXEMPTION

Under the Previous Communiqué, the duration of the exemption for agreements exceeding the market share thresholds was determined through a complex, stepped system. Depending on the level of the threshold breach, the exemption could continue for one or two years, and these periods could not be combined. For instance, if the combined market share of the parties to an agreement benefiting from the block exemption exceeded 30%, the exemption could continue for one additional year, whereas if the market share remained between 25% and 30%, the exemption would remain in effect for two years.

The New Communiqué simplifies this approach by introducing a single, predictable extension period. If an agreement initially falls below the 20% threshold but later exceeds it, the exemption will remain valid for two years following the year in which the threshold is first exceeded. As a result, the previous multiple thresholds and complex durations have been removed, streamlining the exemption regime.

TRANSITIONAL PERIOD

Upon the New Communiqué entering into force, a two-year transition period has been instituted for specialisation agreements that currently benefit from the block exemption under the Previous Communiqué but do not yet satisfy the requirements set out in the New Communiqué. During this period, such agreements must be brought into conformity with the provisions of the New Communiqué, and the prohibitions stipulated in Article 4 of Law No 4054 will not be enforced with respect to these agreements.

CONCLUSION

The New Communiqué has significantly updated the block exemption regime for specialisation agreements. The reduction of the market share threshold from 25% to 20%, along with the restriction of calculation rules, narrows the scope of the exemption, while definitions and terminology have been aligned with EU legislation and certain practical ambiguities have been addressed, thereby creating changes that are expected to have practical implications.