Case No COMP/M.7148 - BOREALIS EUROPAN HOLDINGS/ FIRST STATE INVESTMENTS/ FORTUM DISTRIBUTION FINLAND

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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 03/02/2014

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 3.2.2014 C(2014) 695 final

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying party

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

Subject: Case No COMP/M.7148 - BOREALIS EUROPEAN HOLDINGS/ FIRST STATE INVESTMENTS/ FORTUM DISTRIBUTION FINLAND Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004

1.On 03.01.2014, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertakings Borealis European Holdings B.V. ("Borealis", […]*) ultimately controlled by OMERS Administration Corporation, and First State Investments International Limited ("First State" of the United Kingdom) ultimately controlled by the Commonwealth Bank of Australia acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of the electricity distribution assets of the Fortum Oyj group (Fortum Sähkönsiirto Oy ("FSS"), Fortum Espoo Distribution Oy ("FED") and Fortum Meter Lease SNC ("FML"), together referred to as "Fortum Distribution Finland" of Finland) by way of purchase of shares.

The business activities of the undertakings concerned are:

-- Borealis is the exclusive infrastructure manager for OMERS Administration Corporation and is one of the largest infrastructure investors in the world and a world leader in developing infrastructure investing as an asset class for institutional investors.

1OJ L 24, 29.1.2004, p. 1 ("the Merger Regulation"). With effect from 1 December 2009, the Treaty on the Functioning of the European Union ("TFEU") has introduced certain changes, such as the replacement of "Community" by "Union" and "common market" by "internal market". The terminology of the TFEU will be used throughout this decision.

* Should read "the Netherlands".

2Publication in the Official Journal of the European Union No C 006, 10.01.2014, p.12.

Commission européenne, 1049 Bruxelles, BELGIQUE / Europese Commissie, 1049 Brussel - BELGIË. Telephone: (32-2) 299 11 11.

-- First State is a global asset management business which manages investments on behalf of amongst others institutional investors and pension funds.

-- Fortum Distribution Finland is Finland's leading electricity distributor. Its distribution networks are located in Northern, Western and Southern Finland as well as in the city of Joensuu. It is also active in electricity meter leasing in Finland.

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

4.For the reasons set out in the Notice on a simplified procedure, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

For the Commission (Signed) Alexander ITALIANER Director General

3OJ C 366, 14.12.2013, p. 5.

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