By its Decision no. 861/2024, adopted in plenary sitting, the Hellenic Competition Commission (HCC) approved, by majority vote, the proposed concentration concerning the establishment of a Joint Venture, by the companies under the names “HELLENIC TRAIN S.A.” and “DAMCO ENERGY S.A. Company of Energy Projects Development Consulting and Equipment Services”, subject to terms and conditions (remedies), pursuant to Article 8 (6), (8) of Law 3959/2011.

The above Joint Venture will undertake the operation, maintenance, exploitation, completion of project studies, construction works and supply of equipment for the Thriasio Pedio E.S.S.S.D.I. ("Thriasio II").

Thriasio II is a “key”-project that will provide a freight terminal hub in Greece with unique characteristics, which will serve the bimodal (combined road/rail) freight transport model and is expected to contribute to the increase in the total volume of rail freight transport, considering that the development of bimodal transport, notably that including rail transport, presents strong elements of economic benefit as well as of environmental sustainability.

Hellenic Train currently holds a very high market share in the rail freight service market and enjoys a monopoly position in the rolling stock maintenance market. In the light of the findings relevant in-depth analysis of the proposed transaction, the Hellenic Competition Commission concluded that, the acquisition of joint control over Thriasio II is likely to substantially restrict competition, in particular by strengthening Hellenic Train's dominant position in the rail freight transport market through competitor foreclosure practices.

In the context of the assessment of the above concentration, the parties to the transaction proposed commitments which were subsequently market-tested by the HCC.

Against this background, the HCC decided, by majority vote, to approve the concentration, subject to terms and conditions (remedies), on the basis of the commitments offered by the parties to the transaction.

In brief, the commitments undertaken by the parties consist of:

• The provision of additional/auxiliary as well as administrative services by the Joint Venture within Thriasio II in a non-discriminatory, transparent and equitable manner.
• The binding obligation of the Joint Venture to apply the rules and procedures regarding access to the services provided by Thriasio II towards all its customers, regardless of their status, i.e. regardless of whether they are railway undertakings, shipping companies, logistics operators, freight forwarders, etc.
• The preparation of templates for standardized terminal user contracts and their posting on the Joint Venture’s website one (1) year prior to the Commencement of Commercial Operation of Thriasio II by the Joint Venture.
• The observance of the maximum service time for the Users of Thriasio II terminal, for services related to containers, bulk cargo, vehicles, liquid cargo, and general cargo.
• The maintenance of detailed records in the JV’s information system to identify any unjustified deviation in the provision of secondary services.
• The observance of the obligation to allocate capacity to accommodate ad hoc requests from freight rail service providers (other than Hellenic Train) related to the “spot” market (allocation of a capacity equivalent to 12.5% of the total daily available terminal capacity for containers, a weekly capacity equivalent to 16.6% of the available weekly capacity for each transshipment area).
• The adherence to international, EU and national standards for data related to rail transport (e.g., engines, wagons, intermodal units) to ensure the interoperability of information systems among the involved economic operators.
• The creation of a detailed price list specifying all services provided by the JV within Thriasio II, with itemized pricing for each service. The new entity will not offer more favorable conditions and other incentives to its customers for services provided by it as the Concessionaire, under the condition that railway transport/ traction services, freight forwarding services, as well as rolling stock maintenance/ repair services will be provided by Hellenic Train or any other company/ contractor that may be assigned these services by Hellenic Train.
• The establishment of "Chinese walls" and observance of confidentiality obligations to ensure that Hellenic Train and the Joint Venture will operate independently and entirely autonomously from each other.
• Extension of the validity and binding nature of the Remedies described herein and undertaken by the Parties to any provider/subcontractor of the new entity.
• The obligation to prepare and submit to the HCC for approval a Draft Code of Operation incorporating all the above Commitments undertaken by the Parties.

The above commitments shall apply for a period of six (6) years from the Commencement of Commercial Operation of Thriasio II by the Joint Venture.

Further commitments are also undertaken for the interim period until the commencement of the commercial operation of Thriasio II to allow uninterrupted continuation of the services provided by the entities concerned at the time of approval of this transaction insofar as the implementation of the Technical Project is not hindered.

Τhe implementation of the commitments shall be monitored by a Monitoring Trustee who will be appointed upon approval by the HCC. The Trustee shall submit quarterly reports to the HCC.

In the event of non-compliance with the above commitments, the HCC may impose the fines laid down both in its Decision and Law.