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Introduction

Q-Park adheres to its commitment to comply with the laws and principles of national and international competition law. The reputation and long-term success of Q-Park is and will continue to be based on integrity. This comes with competitive practices that are both fair and lawful.

The purpose of competition regulation is to ensure and maintain effective competition. As such, competition law prohibits companies from engaging in activities that have the object or effect of preventing, restricting or distorting competition.

Infringement of competition law may lead to:

• Heavy fines by competition authorities (e.g. up to 10% of Q-Park's annual revenue by the European Commission).

• Damage claims by third parties in addition to fines imposed by competition authorities.

• Individual sanctions against employees. National competition authorities can impose fines on employees for participating in competition law infringements.

• Reputational damage to Q-Park.

This Competition Law Compliance Policy (the 'Policy') provides rules and guidelines on:

• Interactions with competitors

• Abuse of a dominant position

• Mergers and acquisitions

Objectives and scope

This Policy is a tool to assist Q-Park's employees in identifying and reporting situations that may raise concern from a competition law perspective. More specifically, this Policy aims to:

1. emphasise Q-Park's continuous awareness to comply with international and national competition regulations,

2. create awareness among Q-Park employees regarding competition issues and

3. give guidelines helping Q-Park and its employees to act within the boundaries of competition law.

This Policy does not aim to provide definite answers to competition law questions and cannot therefore be regarded as legal advice. Please consult the legal department when any questions or doubts arise regarding matters discussed in this policy.

Reporting / Questions

Please contact the legal department if you have any questions about potential compliance issues. The legal department is always available for any questions regarding this Policy.

Immediately inform the Executive Board if Q-Park becomes the subject of an investigation under competition law or whenever any evidence or allegations of a potential breach of competition law by Q-Park, its affiliates or employees arise.

Interactions with competitors

Competition law recognises that companies develop their commercial policy independently of competitors. The fact that many Q-Park employees will from time to time interact with competitors potentially puts this principle at risk. As a result of the interactions between Q-Park and competitors, there are concerns that they may enter into agreements with each other or share commercially sensitive information and as such coordinate their market behaviour.

Some of the risks of interactions with competitors are discussed hereafter.

Agreements with competitors

Competition law prohibits agreements or coordinated practices between companies with the object or effect of restricting competition. The concept of 'agreement' in this context is broad and covers many types or arrangements between competitors. For instance, simply receiving commercially sensitive information from a competitor may amount to an 'agreement'. In any arrangements with competitors, it is important to be aware of the following:

• The form of the agreement is irrelevant. Oral agreements, 'gentlemen's agreements' and even informal agreements or actions that are taken with a 'common understanding' in mind (so-called 'concerted practices') may fall under the prohibition.

• The intention of the agreement is irrelevant. It may be enough that the effect of an agreement prevents, restricts or distorts competition.

When a Q-Park employee interacts with a competitor they should especially avoid making any kind or arrangements concerning the following topics:

• Prices and conditions

• Market allocation (e.g. of territory or customers)

Always consult the legal department before entering into an agreement with a competitor.

Information exchange between competitors

Competition law prohibits the exchange of commercially sensitive information that undermines the independent market conduct of companies. It may sometimes be difficult to determine whether information is 'commercially sensitive'. The following guidelines should be taken into account:

• Specific information is more likely to be considered commercially sensitive information than general information.

• Information that is current is commercially more sensitive than historical information.

• Confidential information is, as a rule, more likely to be commercially sensitive than information that is publicly available.

In particular, always avoid exchanging information regarding:

• Prices, discounts and profit margins

• Customers

• Operational plans, costs, etc.

• Current or future commercial strategy (e.g. upcoming projects)

• Joint purchasing (only when competitors buy many of the same products from one supplier)

Competition law recognises that cooperation and the exchange of information between competitors can sometimes be beneficial to competition and for consumers. However, competitors should be careful to act within the boundaries of competition law.

Always consult the legal department before sharing information regarding the discussed topics with competitors.

Participation in trade associations

Particular care is required when employees participate in trade associations. Although gathering with competitors in this form is generally permissible, such meetings always come with the risk that regular conversations turn into discussions concerning illegal (commercially sensitive) topics. To avoid this, always try to meet members of the trade associations in a formal setting.

The following guidelines should be taken into account when participating in trade association meetings:

• Agenda

  • Set up and share an agenda for every trade association meeting so that it is clear for all participants which topics will be discussed. Incorporate any changes to the agenda into the minutes of the meeting. Do not discuss any topics that are not on the agenda.

• Inform the legal department

  • Contact the legal department before a meeting when you suspect that an item on the agenda may raise any competition concerns. If the meeting has started and you are still unsure whether a certain topic can be discussed, postpone any discussion on the topic until you can consult with the legal department to verify the issue.

• Minutes

  • When drafting the minutes make sure that they are accurate and complete.

• Avoid commercially sensitive topics

  • If a commercially sensitive issue is addressed during a meeting, terminate the discussion. The fact that you are present during this discussion can constitute an infringement of competition law.

• Public distancing

  • If the discussion on an anti-competitive topic does not stop

    • leave the meeting,

    • make sure this is reported in the minutes of the meeting and

    • report the incident to the legal department immediately.

(Informal) Tenders

Tender processes (formal or informal) are characterised by an organised sale or purchasing process. The organising party invites multiple parties to submit a bid. Each party then specifies the price and conditions against which it is willing to carry out the project.

These bidding processes are subject to competition regulations. The parties that (consider to) submit a bid are prohibited from colluding with competitors in any way.

Q-Park is not allowed to influence the outcome of a bidding process. The general principles related to dealing with competitors also apply to bidding processes. This means that Q-Park is for example prohibited from:

• Discussing the terms of Q-Park's offer with competitors

• Allocating the market (i.e. dividing tenders between competitors, for example by customer type or geographic territory)

• Bid rigging (i.e. aligning the bidding behaviour of participating parties resulting in some parties knowingly submitting non-competitive bids)

• Receiving a (financial) compensation to withdraw from the tender

Please consult the legal department if you have any questions regarding Q-Park's participation in a bidding process.

Abuse of a dominant position

Having a dominant position on a relevant market is not illegal. The relevant market may, depending on the market characteristics be local, national or wider. It cannot be excluded that the relevant market for Q-Park may be considered local.

A dominant position allows a company to act to an appreciable extent independently of customers, competitors and suppliers. These companies therefore have a special obligation not to engage in anti-competitive conduct. If Q-Park has a dominant position, it may not abuse this position by driving competitors out of the market or exploiting its customers.

Market shares and market power are the two main criteria for determining whether a company has a dominant position. In general, dominance is unlikely when a company has a market share of less than 40%.

However, this would have to be assessed on a case by case basis.

Abusive behaviour by companies with a dominant position can take different forms. Examples of anti-competitive conduct are:

• Practices related to pricing (e.g. charging excessive or loss-making prices)

• Exclusive purchasing (i.e. requiring customers to purchase only from the dominant company)

• Discriminating between customers (e.g. different prices for different customers)

• Loss-making offers for tenders

Please consult the legal department to verify whether Q-Park has a dominant position and, if so, discuss the implications.

Mergers and acquisitions

Q-Park may decide to merge with or acquire another company in the future. Competition authorities in the relevant countries may have to be notified of mergers and acquisitions so they can review if there are any competition concerns. Merger control regimes require approval of transactions (mergers and acquisitions) if certain thresholds are met.

In most cases, the main criteria applied by the competition authorities during a review are:

• The merger or acquisition must not lead to the creation or reinforcement of a dominant position.

• The merger or acquisition should not have the potential to reduce competition.

• The merger (or parts of the merger) should not be implemented before merger control approval has been obtained.

• The merging parties should not share commercially sensitive information before approval.

If a transaction fails to meet the first two criteria, the competition authority may prohibit the transaction or accept the transaction subject to certain conditions being fulfilled. Infringement of the last two criteria can result in heavy fines by the competition authority.

Please consult the legal department early in the discussion of contemplated mergers or acquisitions to evaluate whether the transaction has to be reported to a competition authority.

Parties that fail to report a qualifying transaction run the risk of being fined and/or having the transaction declared null and void.