EN

Case No COMP/M.5299 - GOLDMAN SACHS / DEUTSCHE BANK / BEFRACO

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 13/10/2008

In electronic form on the EUR-Lex website under document number 32008M5299

Office for Official Publications of the European Communities L-2985 Luxembourg

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 13.10.2008 SG-Greffe(2008) D/206157 C(2008) 6038

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying parties:

Dear Madam(s) and/or Sir(s),

Subject: Case No COMP/M.5299 - GOLDMAN SACHS/ DEUTSCHE BANK/ BEFRACO Notification of 10.09.2008 pursuant to Article 4 of Council Regulation (EC) No 139/2004 Publication in the Official Journal of the European Union No C 241 of 20 Sep 2008, p. 26

1.On 10/09/2008, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertakings DEUTSCHE BANK ("DEUTSCHE BANK", Germany) and THE GOLDMAN SACHS GROUP, INC, ("GOLDMAN SACHS", USA) acquire within the meaning of Article 3(1)(b) of the Council Regulation joint control of BEHEER- EN BELEGGINGSMAATSCHAPPIJ BEFRACO BV ("BEFRACO", the Netherlands), by way of purchase of shares.

The business activities of the undertakings concerned are :

-- for Deutsche Bank : is a commercial bank headquartered in Germany and operating worldwide. It offers a wide range of investment, financial and related products and services to private individuals, corporate entities and institutional clients.

-- for Goldman Sachs : is a global investment banking, securities and investment management firm that provides a wide range of banking, securities and investment services worldwide.

1OJ L 24, 29.1.2004, p. 1.

Commission europÈenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11.

-- for Befraco: is active in finance leasing.

3.After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EC) No 139/2004 and of paragraph 5 (a) and (c) of the Commission Notice on a simplified procedure for treatment

of certain concentrations under Council Regulation (EC) No 139/2004.

For the reasons set out in the Notice on a simplified procedure, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EC) No 139/2004.

For the Commission (signed) Philip LOWE Director General

2OJ C 56, 05.3.2005, p. 32.

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