New Block Exemption Communiqué on Specialization Agreements Published

With the publication of the Communiqué No. 2025/2 on Specialization Agreements (“New Communiqué”) by the Turkish Competition Authority in the Official Gazette dated 26 June 2025 and numbered 32938, the previous Communiqué No. 2013/3 has been repealed. The New Communiqué redefines the conditions under which specialization agreements entered into between undertakings for the purposes of production or distribution may be exempted from the prohibition under Article 4 of Law No. 4054 on the Protection of Competition (“Law No. 4054”) through block exemption.

The key changes introduced by the New Communiqué No. 2025/2 are summarized below:

1. Updates in Definitions

Certain fundamental concepts have been revised to ensure terminological consistency.

The definition of “potential competitor” has been amended from “in case of a small but permanent increase in prices, be likely to enter the relevant market” to “entering the market by bearing the necessary costs based on serious indications that are not purely hypothetical.”

The definition of “distribution” has been expanded to also cover commercialization of products.

2. New Market Share Thresholds

The previous market share threshold of 25% for benefiting from block exemption has been lowered to 20% in the New Communiqué.

Accordingly, in order for specialization agreements to benefit from the block exemption, the combined market share of the parties must not exceed 20% in any of the relevant markets to which the specialized products belong. Additionally, where the specialized products serve partially or entirely as intermediate inputs in the production of downstream products sold by one or more parties, the combined market share must meet the 20% threshold in both the relevant upstream and downstream markets individually.

The New Communiqué also introduces flexibility in market share calculations: while the previous version only considered data from the preceding calendar year, the New Communiqué allows use of the average of the past three years in cases where single-year data do not accurately reflect market position. This could allow for more balanced and representative assessments by mitigating the effects of exceptional market conditions or temporary fluctuations.

3. Validity and Duration of the Exemption

Under the old Communiqué, if parties’ market share exceeded 30%, the exemption continued for one more year; if it remained between 25% and 30%, it remained valid for two more years.

This framework has been simplified under the New Communiqué: if the initial market share does not exceed 20% but later exceeds this threshold, the exemption continues for two years from the time the threshold is first exceeded. For instance, if a party’s market share increases from 18% to 23%, the agreement will still benefit from the exemption for two additional years.

4. Transitional Period Regulations

The New Communiqué explicitly provides a transition period for agreements that previously benefited from the 2013/3 Communiqué but no longer meet the conditions under the New Communiqué. Such agreements must be brought into compliance with the New Communiqué within two years following its effective date. During this period, the prohibition set forth in Article 4 of Law No. 4054 will not be applied to these agreements.

The New Communiqué adopts a more cautious approach by introducing stricter market share thresholds and narrowing the scope of block exemptions compared to the previous rules. Therefore, it is important that all currently valid specialization agreements be reviewed for compliance and revised if necessary within the transition period. Moreover, the 20% market share threshold and other new requirements should be carefully considered when drafting new agreements.

Please do not hesitate to contact us on any queries you may have regarding the New Communiqué.

The New Communiqué, published in the Official Gazette, can be accessed here.