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Case No COMP/M.6372 – OTPP/ MACQUARIE/ SFPI-FPIM/ THE BRUSSELS AIRPORT COMPANY

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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 14/09/2011

In electronic form on the EUR-Lex website under document number 32011M6372

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 14.9.2011 C(2011) 6552

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying parties:

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

Subject: Case No COMP/M.6372 – OTPP/ MACQUARIE/ SFPI-FPIM/ THE BRUSSELS AIRPORT COMPANY Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004

1.On 17.08.2011, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertakings Ontario's Teachers Pension Plan (Canada), acquires within the meaning of Article 3(1)(b) of the Merger Regulation joint control, together with the Macquarie Group (Australia) and La Société Fédérale de Participations et d'Investissement/ De Federale Participatie- en Investeringsmaatschappij (SFPI/FPIM) (Belgium), of the whole of the undertaking The Brussels Airport Company (Belgium) by way of purchase of shares.

The business activities of the undertakings concerned are:

-- Ontario's Teachers Pension Plan: to administer, manage and invest the pension fund for active and retired teachers in Ontario.

-- Macquarie Group: to provide banking, financial, advisory, investment and funds management services.

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.

2Publication in the Official Journal of the European Union No C244, 23.08.2011, p. 8.

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

-- SFPI/FPIM: to proceed, on its own initiative, with investments that serve the interests of the Belgian economy and, at the State request, to act as a holding company on its own funds.

-- The Brussels Airport Company SA: to own and operate the airport at Brussels, Belgium.

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(c) 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 56, 5.3.2005, p. 32.

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