1.1 Principles of Telegnous Private Company - Main objectives

Telegnous Private Company (hereinafter referred to as "the Entity" or "Telegnous") operates as a "Credit Institution for the assessment of Credit Risk in Mobile Telephony." The Entity was established in 2016 at the initiative of COSMOTE, VODAFONE, NOVA (formerly WIND), and Cyta (now absorbed by Vodafone), within the framework of the Greek Mobile Operators Association. The purpose of this initiative was to create a common database of unreliable subscribers-customers and operate an information exchange system among the three mobile communications companies, allowing them to assess their prospective customers’ creditworthiness of, in order to improve transactional integrity and prevent further damage to the industry.

As explicitly described in the Articles of Association of Telegnous (Article 2 - Purpose), its purpose is to "establish and operate a common database with data regarding the financial behavior (insolvency) of subscribers-customers (individuals or legal entities) of the contracting mobile telephony companies, in order to enable the evaluation of prospective customers for new mobile telephony connections, as well as any related to the above purpose."

In this context, Telegnous has the appropriate computer systems and other infrastructure, sufficient personnel, and a network of partnerships (e.g., IBM/Kyndryl, Priority) to operate and maintain the aforementioned database. The database is updated on a daily basis through the submission of unified files by the Providers-Members, and the personal data exclusively include the Tax Identification Number (TIN), passport number (in case of foreign subscribers), full name, and classification of each subscriber-customer (under Category A or B). The database can only be accessed by the three mobile communications companies (as well as any mobile company that becomes a Telegnous member in the future) and only at the stage of creditworthiness verification of a potential customer’s application for a new connection.

Under no circumstances, Telegnous acts as a forum for discussions and/or decisions on commercial practices of its members, as it does not pursue any other purpose apart from the one described in its Articles of Association. Furthermore, each Provider-Member independently determines how to handle the information received from Telegnous. For example, taking into account the information obtained by the database, each Provider – Member decides on its own whether it may take any supplementary measure (e.g., to request a guarantee, to modify the terms of the proposed program, to adjust any subsidy terms) in order not only to reduce its credit risk but also to protect the prospective subscriber-customer itself.

Considering the above, it is evident that full compliance with the rules of national and EU competition regime during the during the Organization’s operation is a fundamental principle. This principle is also reflected in the present Code of Conduct.

1.2 Purpose of the Code of Conduct

The present Code of Conduct aims to provide the necessary guidelines to Telegnous’ members, bodies, and employees safeguarding that any action taken within the framework of its operations fully complies with the requirements of the law for the protection of free competition and the applicable legislative and regulatory framework. The Code of Conduct is fully compatible and aligned with the Articles of Association of Telegnous and shall not be modified under any circumstances.

1.3 Personal Scope of the Application of the Present Code of Conduct

This Code of Conduct binds and must be strictly observed to by:

• All Telegnous members (partners) in the context of any participation and activity, regardless of whether it takes place within the framework of the General Assembly or in informal meetings ("Working Groups").
• All individual officers (i.e., General Manager/Administrator, Accountant, Director/Operations Manager) within the scope of their responsibilities at Telegnous.
• The Secretariat and any other employees of Telegnous within the scope of their responsibilities at Telegnous.

All individuals and bodies covered by the present Code of Conduct shall become aware of its content and provisions and report to the General Manager of Telegnous any reasonable suspicion of its violation. Any such report shall be governed by the principle of confidentiality, if requested.

In particular, with respect to the personnel of Telegnous, they should be aware of whom and how to contact them in case specific situations, that they believe may constitute violations of relevant legislation, arise. An environment that encourages personnel to "speak openly" when faced with ambiguous situations is crucial for the effectiveness of the present compliance strategy.

Furthermore, it is recommended that independent advisors (e.g., IBM, PRIORITY) familiarize themselves with the present Code of Conduct, as they are the ones that are essentially entrusted by Telegnous with the operation and management of the database.

2.1 The basic principles of competition legislation

The activities of organizations, such as Telegnous, are subject to the control of antitrust legislation, which aims to preserve undistorted competition in the market and control practices that restrict it. There are two fundamental rules of competition law:

• Prohibition of agreements and concerted practices between undertakings, and all decisions by associations of undertakings, which have as their object or effect the prevention, restriction or distortion of competition.
• Prohibition of practices whereby one or more undertakings jointly abuse its/their dominant position within the market or in part of it.

The above-mentioned agreements and practices are prohibited both by EU and Greek competition law. At the EU level, the relevant provisions can be found in Articles 101 and 102 of the Treaty on the Functioning of the European Union (“TFEU”), while, at the national level, the corresponding provisions are Articles 1 and 2 of the Greek Competition Law 3959/2011 respectively. It is important to note that following the decentralization of the application of Articles 101 and 102 TFEU by EU Regulation 1/2003, in cases where the agreement or practice under investigation affects trade between EU member states, national competition authorities apply both the EU provisions and their national corresponding ones in parallel. According to Article 113 (2) of Law 4727/2020 (Government Gazette A' 184) and Article 14 (1) of the Greek Competition Law 3959/2011 as amended by Law 4886/2022, the Hellenic Telecommunications and Post Commission (hereinafter
“ETΤΤ”) is responsible for the implementation of the Greek antitrust regime.¹

As regards information exchange systems related to the recording and monitoring of consumers' creditworthiness, as this has been already adjudicated for the banking sector², it can lead to improved efficiency by reducing, primarily,  the probability of non-payment of debts. Therefore, a relative improvement of the sector (reduction of bad debt) is achieved, while making it easier to identify customers with lower risk who should benefit from lower prices. Additionally, the entry of competitors into the market is facilitated by the fact that access to such databases is unhindered. In essence, Telegnous is a system which, to the extent that strategic information is not exchanged (see further details under Section 2.2.) amongst its members, promotes the efficiency of participating undertakings by addressing problems of asymmetric information.

Therefore, the operation of an Entity such as Telegnous is fully lawful and compatible with the above provisions when it cannot, under the prevailing conditions in the market, lead to identifying the market position and commercial strategy of competitors. In particular, as clarified in relevant case law, the criteria to be taken into account are (a) the degree of market concentration, (b) whether the exchanged information can directly or indirectly lead to the disclosure of the identity of creditors, and (c) the accessibility of the records in question³.

It follows from the above that, in case of Telegnous, its members are strictly limited to matters relating to its operating scope and they are strictly forbidden from engaging (either during their meetings or on the sidelines) in any agreement regarding commercial issues/topics⁴ or in any exchange of commercially sensitive and confidential  information (see Section 2.2.). The prohibition of the Greek Competition Law 3959/2011 also applies in cases where the decision of an association of undertakings has the nature of a non-binding recommendation⁵ , where  such recommendation reflects the collective will of its members to coordinate their actions in a given market and where compliance with the relevant decision is likely to have significant anti-competitive effects in the relevant market. In this case, it is not required for the recommendation to lead to uniform behavior among the members of the association. Following the latest amendment of the Greek Competition Law 3959/2011, according to Article 1A, the prohibition regarding the exchange of commercially sensitive and confidential information also applies in cases of invitation to collude and announcements of future pricing or of intentions for products and services launching among competitors ⁶

In particular, it should be ensured that each Provider - Member of Telegnous independently decides its commercial and pricing policy regarding the treatment of prospective customers - subscribers appearing in the database (e.g., any guarantee policy), as well as that no disclosure will be made, directly or indirectly, regarding the exact amount or duration of overdue debt, as well as the mobile telecommunications company to which the debt is owed.

Both EU and Greek antitrust legislation provide for severe penalties for violations of the relevant provisions. In this respect, reference shall be made to the provisions of the Greek Competition Law 3959/2011 pursuant to which the Hellenic Competition Commission has the authority to impose administrative sanctions to infringing undertakings, noting that criminal sanctions (imprisonment and fines) may also be imposed in cases of collusion, while financial penalties may also be imposed and in case of abuse of dominance.

Considering that Telegnous, regardless of its specific purpose, serves as a communication platform between competing undertakings, from a competition law perspective, it can be considered an association of undertakings.

More specifically, pursuant to Articles 25 (1) and 25B of the Greek Competition Law 3959/2011, the Hellenic Competition Commission may impose fines on the undertaking(s) or the association of undertakings which committed the infringement that may reach up to 10% of total worldwide turnover, and on the liable individuals. With respect to associations of undertakings, the person liable for the adherence to the EU and Greek antitrust rules is the highest governing body, with fines ranging from €200,000 to €2 million, for which the said individuals are personally liable. Furthermore, according to Article 25B of the Greek Competition Law 3959/2011, the Hellenic Competition Commission can impose fines on association of undertakings up to 10% of the total turnover of their members generated in the year preceding the issuance of the decision. If the association is insolvent, it is required to collect contributions from its members in order to cover the amount of fine. If such contributions are not paid within the set time limit, the Hellenic Competition Commission may demand payment of the fine directly from each of the undertakings whose representatives belonged to the involved decision-making bodies of the association. In this case, and if deemed necessary to ensure full payment of the fine, the Hellenic Competition Commission may demand payment of the balance from any member of the association who had an active role in the market where the violation was found. An exception applies to undertakings which can prove that they were unaware of, or did not implement, or actively distanced themselves from the illegal decision of the association prior to the initiation of the investigation by the Hellenic Competition Commission. The financial liability of each undertaking regarding the payment of the fine cannot exceed 10% of its total worldwide turnover in the preceding financial year.

Regarding the imposition of criminal sanctions on natural persons, Article 44 of the Greek Competition Law 3959/2011 provides that anyone who enters into an agreement, decides, or implements a concerted practice in violation of Articles 1 and 101of the Greek Competition Law 3959/2011 and TFEU respectively is subject to a fine ranging from €15,000 to €150,000. However, if these actions concern undertakings that are actual or potential competitors, a prison sentence of at least 2 years and a fine ranging from €100,000 to €1 million may be imposed (see Article 44 (1) , last passage of the Greek Competition Law 3959/2011). According to Article 44 (2), anyone who engages in an abuse of dominant position (in violation of Articles 2 and 102 of the Greek Competition Law 3959/2011 TFEU respectively) is subject to a fine of up to €300,000.

In cases of cartels, the Hellenic Competition Commission has the discretion to initiate the leniency program, a special legal framework providing for a favorable treatment to undertakings and natural persons who cooperate with the Hellenic Competition Commission with respect to detecting and terminating cartels, in particular secret horizontal agreements ^7.7 According to the provisions of Articles 29B et seq. of the Greek Competition Law 3959/2011, depending on whether the contribution is sufficient to meet the relevant evidential threshold and provided that the applicant in not the “instigator” of the cartel, full or partial immunity from fines (reductions of the fine would be up to 50%) is granted to the applicant, in the event that the natural person or the undertaking or the association of undertakings contributes to the (initiation) investigation or the detection and establishment of an infringement di. Pursuant to Article 44 (3A) of the Greek Competition Law 3959/2011 with respect to natural persons who are qualified for leniency under the leniency programme the granting of full immunity from fines also absolves them from criminal liability.

Lately, the possibility of "settlement" has been provided where undertakings or associations of undertakings make a clear and unequivocal acknowledgement of participation and liability in relation to an infringement of Articles 1, 1A, and 2 of the Greek Competition Law 3959/2011 and Articles 101 and 102 TFEU, thereby facilitating the process of establishing the violation by the Hellenic Competition Commission (see Articles 29A and 14 (2) (e) of the Greek Competition Law 3959/2011, noting that further details regarding the terms and conditions of the procedure are specified in the latter’s Decision No. 790/2022). Settlement discussions may commence on the involved undertakings’ initiative, while the Hellenic Competition Commission enjoys full discretion in determining whether a case is suitable for settlement or not. As a result of the settlement procedure,  the undertakings involved can obtain a reduction of the imposed fine by 15%, noting that the reduction of the fine will be deducted from the fine that a company would normally have to pay in case the dispute was not settled, including the reduction provided for in Article 29E of the Greek Competition Law 3959/2011.

2.2 Information Exchange

The exchange of information that serves the institutional purposes of a Credit Entity for assessing the solvency of prospective customers is legitimate and necessary. On the other hand, information exchange is considered illegal when it is part of a monitoring and compliance mechanism for other per se illegal agreements (see examples in footnote 1). However, information exchange is prohibited even if as a stand-alone practice which is not dependent on a cartel or another illegal arrangement between the parties, in cases where information exchange increases transparency in commercial policies of competing undertakings (beyond the existing transparency in an oligopolistic and regulated market), and thus enables competitors to plan and coordinate their commercial activities.^{8 9}

Indicatively, the following topics should not be subject to discussion:

• current or future pricing policy (including discount policy and promotional or guarantee policy),
• customer lists,
• data regarding cost,
• production volume / capacity,
• the offered products or services,
• sales and supplies / procurement,
• production capacity,
• market shares,
• marketing plans,
• precise timelines for the introduction of new products and technologies.

In any case, when exchanging any such information within the association, it must be ensured that:

• They are of aggregated industry-wide data, meaning they do not identify (directly or indirectly the performance of individual competitors. For example, it is permissible to collect statistical data from Telegnous regarding the solvency and the volume of overdue debts in the sector (especially to the extent that there are at least three Providers-Members), provided that the data are not subject to discussion among members, not accompanied by comments, analysis, observations, and recommendations, and do not concern individualized information for each Provider-Member. It is noted that each member collects the requested data separately, while these are strictly confidential, and the other members do not have access to them.
• They constitute genuinely public information, meaning that they do not have a confidential nature. It is worth noting the peculiarity of the mobile telecommunications market, as part of the above categories of information is already published within the applicable regulatory framework for electronic communications.
• They are historical data, meaning they are so old that they do not pose risks of competition. ¹⁰

2.3 Invitation to collude and anticompetitive unilateral disclosure of future pricing of products and services among competitors (price signaling)

Regarding unilateral behavior, Telegnous undertakes not to provide a platform for its members to (a) propose, coerce, motivate or in any other way invite another competing undertaking to participate in or contribute to an agreement among competitors or in concerted practices aimed at preventing, restricting, or distorting competition, and/or (b) disclose (either through public announcement or private communication) its future intentions regarding the pricing of its products (price signaling), to the extent that such disclosure restricts effective competition in the Greek territory, does not constitute common commercial policy, and does not serve any legitimate purpose. The above prohibition is general and is not related to whether the unilateral invitation for collusion was accepted or not. An invitation is understood as any announcement indicating that participation in a concerted practice is an available option, whether presented as beneficial or as implying adverse consequences if the recipient rejects the invitation. The aforementioned prohibited public disclosure of future pricing intentions by a company or its employees can be achieved through various means, such as speeches, discussions among experts, published interviews, meetings with analysts, journalists, etc., in the presence of competitors, etc.

In this context, and in accordance with the “Guidelines for the implementation of Article 1A of Law 3959/2011” published by the Hellenic Competition Commission in January 2023, all individuals/entities referred to in Section 1.3. above must refrain from any, direct or indirect, unilateral disclosure of future prices or pricing intentions, as well as predictions of future behavior and performance of the sector (unless this is done to serve a legitimate non-anticompetitive purpose or the assessment is not based on actual circumstances), approval or disapproval of (pricing) behavior of competitors or the sector, and statements indicating that their behavior will be dependent on the behavior of a competitor. Finally, it should be noted that the collection and publication of aggregated data regarding the market (e.g., sales data, capacity, or input and component costs) by EETT or any other entity acting on its behalf are limited - to the extent they necessary - to actions serving broader legitimate aims of the industry that have absolutely no relation to achieving any anticompetitive purpose.

2.4 Cartel Facilitator

Given the fact that Telegnous may use external consultants in order to achieve its purposes and taking also into account the relevant case law, according to which third-party undertakings that may facilitate infringements of competition rules may also be found liable, both the Entity itself and its external partners, such as consultants, database administrators, etc., should be extremely cautious. In particular, they should refrain from any activity, recommendation, encouragement, or adoption of uniform behavior that may disrupt the smooth functioning of the market.

Based on the AC-Treuhand Decision of the European Commission,¹¹ for the finding of participation in a concerted practice, there is no requirement to operate in the market affected by the infringement, rather, it is sufficient that the practice has been facilitated through conduct that refers to an association of undertakings and/or an undertaking, such as arranging meetings, resolving disputes, proposing market shares, and concealing incriminating evidence.

2.5 Exclusionary Practices

One of the most serious violations of competition law that an organization such as Telegnous, can commit is the exclusion of a market participant acting as a competitor (Provider). This can be realized through the adoption of coordinated behavior, such as the implementation of a plan to prevent the entry or to exclude a third-party competitor, by the member Providers. To safeguard that Telegnous is not involved in such practices, unjustified denial of entry (as a member) or access on unequal (disproportionate) terms to a Provider who meets all the requirements of the relevant legislation shall be avoided. Furthermore, promoting and supporting any position or proposal that may strengthen such exclusionary outcome should be avoided, as such practice may place the excluded provider at a disadvantageous position.¹²

2.6 Abuse of Collective Dominant Position

Of the two main categories of competition law rules (see above under Section 2.1.), the second one refers to the prohibition of unilateral abusive practices by undertakings holding a dominant position. In the case of an association of undertakings, the possibility of the existence of collective dominant position is of interest.¹³Further to the above analysis regarding commercial agreements and exchange of information, members of an association of undertakings must avoid adopting a common policy in the market and behaving as a unified entity.

The members of Telegnous are obligated to ensure that there are no conditions among themselves that establish a collective dominant position, in particular through monitoring the behavior of other members and imposing "sanctions" on undertakings deviating from the common beneficial behavior. However, it has become evident, even by Greek case law, that any uniform behavior sufficiently justified by the oligopolistic nature of the market does not constitute, on its own, an indication - let alone proof - of the existence of a collective dominant position.¹⁴ It is noted that, even outside the context and the establishment of Telegnous such an issue has never being raised in the analysis of relevant markets dictated by the applicable regulatory rules based on the Framework Directive for electronic communications (ex-ante regulation).¹⁵Considering Telegnous’ purposes and principles, its operation and activity do not create any conditions for the existence of a collective dominant position.

Furthermore, emphasis should be given to the fact that the violation of the relevant competition rules requires not only the existence of a (collective) dominant position but also its abuse. ¹⁶

3.1 Meetings Teleconferences

All meetings of collective and non-collective bodies (General Assembly, Working Groups) shall:

• be held regularly, in accordance with the Telegnous’ Articles of Association or the informal internal Operating Rules (see Working Groups Conduct Procedures),
• have a predefined agenda that has been communicated in writing to the participants in advance (any additions to the agenda should be communicated in writing beforehand and not during the meeting),
• be conducted with the presence of Legal Counsel,
• be limited to matters that constitute Telegnous’ statutory purpose,
• avoid any discussions related to commercial practices in light of the analysis under Section 2.1.,
• avoid the exchange of any commercial information considering in light of the analysis under Section 2.2.,
• immediately interrupt any member who violates the principles regarding agenda and information provision as outlined in Sections 2.1. and 2.2.,
• be recorded in detailed minutes by the Secretariat, which is responsible for the drafting, distribution, correction, and archiving. Apart from personal notes for discussion purposes, members should refrain from taking individual minutes. Instead, they should rely on the minutes distributed by Telegnous, which will be subject to their comments before the final archiving.

The above rules apply to both physical meetings and teleconferences of the bodies and Working Groups. Telegnous’ premises shall be the most suitable place for physical meetings, while as far as teleconferences are concernced, it is preferable to use service centers that provide such facilities, where the participants' attendance is nearly simultaneous, with each participant declaring their name and affiliation upon their entrance.

Finally, special attention should also be given to discussions that take place during the breaks of the meetings, which should also adhere to the principles regarding agenda and information provision, as outlined in Sections 2.1. and 2.2..

3.2 Correspondence

Members and employees of Telegnous should exercise due care in handling correspondence related to the activities of the Entity. Specifically:

• Any correspondence regarding Telegnous matters between members, whether electronic or by fax or post, shall be communicated to Telegnous  (to the General Manager and directly or by forwarding by the latter to the Legal Counsel).
• Documents to be brought to the attention of a formal or informal Telegnous body should be sent either electronically or by fax or by post to the Secretariat, and as long as they do not contain commercial or business information, they may also be shared with other member, subject to the sender’s wish. ¹⁷ Where circulation of documents within context of the Entity’s activities is necessary, such circulation shall take place by the Entity itself.
• In case of doubt, if the General Manager, with the assistance of Telegnous’ Legal Counsel, decides that any of the documents contain sensitive confidential information (e.g., financial data) that could affect the commercial policy/strategy of other members if they came to their knowledge, their disclosure shall not be allowed.
• The Secretariat shall keep a record on a regular basis of incoming and outgoing correspondence (either electronically or physical files).
• Telegnous should define a specific period for the storage documents, that would be at least a five-year period. During this period, any destruction/deletion of correspondence (including e-mails) shall be avoided.

3.3 Decisions - Notifications

Decisions of the Entity’s bodies shall be clearly described in the minutes of their meetings. Accordingly, minutes of discussions and, if applicable, proposals/conclusions shall be kept during the Working Group sessions. These groups, which consist of personnel from Providers-Members, serve as advisory bodies to the General manager and the General Assembly.

Competent competition authorities have various methods at their disposal in order to conduct investigations including requests for information, sworn or unsworn testimonies, and on-site inspections (with the power to access any form of electronic record and make copies thereof). The Hellenic Competition Commission and EETT process and evaluate all the necessary data and information they collect during their investigation, which they initiate either ex officio or following a complaint or at the request of the competent Minister. Inspectors have extensive/broad investigative powers, the scope of which depends on the authority that issued the mandate and the nature of the mandate itself. For conducting national audits/investigations, the mandate must be provided in writing and specify the subject of the investigation (Article 39 of the Greek Competition Law 3959/2011). The authorities are not allowed to conduct an indefinite and vague investigation (fishing expedition), for example, by simultaneously investigating any violations not covered by the written order.

Telegnous is always willing to assist in any requested investigation and does not obstruct or delay the audit process. Under no circumstances does Telegnous delete messages, destroy files, provide inaccurate or misleading information, or breach blocked email accounts. However, requests from authorities for information regarding Telegnous' activities, summoning of sworn or unsworn testimonies from its employees, or simple phone inquiries from competition authorities must be immediately brought to the attention of the General Manager before any action is taken or any responses or information are provided.

The General Director must also be immediately notified in case of a dawn raid, i.e., an on-site inspection at Telegnous' offices. In such cases, the presence of an (external) Legal Counsel is recommended. Communication between Telegnous and external Legal Counsel is subject to attorney-client privilege rules, and Telegnous has the right not to disclose information (emails, messages, documents) that constitute the product of legal advice.

Members, bodies and employees of Telegnous are aware that providing false or misleading information to the competition authority constitutes an illegal act that incurs penalties (administrative and criminal sanctions, as well as civil compensation). Specifically:

According to Article 38 (3) (a) of the Greek Competition Law 3959/2011, in case of non-compliance with the provision of the requested information, the competent competition authority can impose a fine to an association of undertakings per day of non-compliance capped at, with a 3% of its turnover. Individually, directors and employees of the association of undertakings can be fined from €15,000 to €30,000 per day of non-compliance. Furthermore, in cases where on-site investigations are obstructed or hampered in any manner, according to Article 39 (5) of the Greek Competition Law 3959/2011, an association of undertakings can be fined proportionally to its average daily turnover, with a maximum limit of 3% of that turnover. Additionally, the Hellenic Competition Commission may impose a monetary fine ranging from €15,000 to €2 million on anyone displaying the aforementioned behavior, and employees of the association of undertakings can be fined from at least €5,000 to €2 million (administrative sanctions).

According to Article 44(7) of the Greek Competition Law 3959/2011 regarding criminal sanctions on individuals, obstruction of on-site inspections, concealment of information, provision of false information, refusal to testify under oath or unsworn testimony before the Hellenic Competition Commission, or submission of false evidence is punishable by imprisonment for a minimum of six months (criminal sanctions).

The General Assembly should decide on the methods of monitoring compliance with the present Code of Conduct, as well as its periodic update, in accordance with any developments and changes in the operation of Telegnous and competition rules. Such monitoring can be assigned to a dedicated Committee supported by Legal Counsel.

Any monitoring process shall take into consideration the applicable provisions regarding the protection of personal data.