AliensDeutsche Bank PlaceCorner Hunter & Phillip StreetsSydney NSW 2000 AustraliaT+61 2 9230 4000F+61 2 9230 5333

www.allens.com.au

GPO Box 50Sydney NSW 2001 Australia^Yincc,,^

FILE No:

DOC: ABN 47 702 595 758

MARS/PRfSM;

Aliens >< Linktaters

8 September 2014

Dr Richard ChadwickGeneral Manager, Adjudication BranchAustralian Competition and ConsumerCommissionGPO Box 3131Canberra ACT 2601

By hand

Q6 SEP 20U

Dear Dr Chadwick

Notification of Exclusive Dealing by Uber Australia Pty Ltd

Please find enclosed:

a Form G exclusive dealing notification, filed for Uber Australia Pty Ltd; and

. a cheque as payment of the relevant filing fee.

Yours sincere!:

Lincoln VerassAssociateAliensLincoln.Verass@allens.com.auT +61 2 9230 5007

'Fiona CrojsbiePartnerAliens

Fiona C^osbie@allens.com.auT +61 2"9230 4383

Our Ref 205367656IwsAOI 30556831 v1 205367656 8.9.2014

Aliens an independent partnership operating in alliance with Linklaters

Form G

Commonwealth of AustraliaCompetition and Consiimer Ad 2010 - subsection 93 (!)NOTIFICATION OF EXCLUSIVE DEALING

To the Australian Competition and Consumer Commission:

Notice is hereby given, in accordance with subsection 93 (1) of the Competition andConsumer Act 2010, of particulars of conduct or of proposed conduct of a kindreferred to subsections 47 (2), (3), (4), (5), (6), (7), (8) or (9) of that Act in which theperson giving notice engages or proposes to engage,

PLEASE FOLLOW DIRECTIONS ON BACK OF THIS FORM

1. Applicant

(a) Name of person giving notice:(Refer to direction 2)

Uber Australia Pty Ltd (Uber)

(b) Short description of business carried on by that person.(Refer to direction 3)

Uber provides a service that connects riders with independent contractordrivers, whereby a rider requests a car ride using Uber's smartphoneapplication. The rider registers their details, including a credit card, to openan account with Uber.

When making a request, the rider can enter their pick-up and destinationdetails, and the application can provide a fare quote for the trip. Once therider arrives at the destination, the fare is automatically charged to theircredit card. The application also allows rider to track location of the vehiclerequested through Uber's application.

(c) Address in Australia for service of documents on that person:

Level 3, 47 Murray st

Pyrmont NSW, 2009

2. Notified arrangement

(a) Description of the goods or services in relation to the supply or acquisitionof which this notice relates:

. the supply of Uber's on-demand transportation network, connectingriders with independent contractor drivers; and

. the acquisition of a code via Heineken Lion Australia Pty Limited's

(Heineken) promotional website, www.openvourcitv.cgm_ay(Promotional Website).

Page 1 of 6

(b) Description of the conduct or proposed conduct:(Refer to dir'iction 4)

(.'her will offer consumers a 'Ride Pri/e'. which is a free one-way privatetransfer in a car made available through L.'ber's applicaiion to a surprisedestination for the winner and up to three guests.

In order to win a Ride Prize, the consumer must obtain a code (Promotional

Code) from Heineken's Promotiona! Website and enter ths Promorional

Code in the L'bcr mobile application. Consumers \\i\\ be able to access the

Promotional Code oil the Promotional Website for free and without needingto purchase a Heinekcn product or any other product or service.

The promotion will operate in Sydney. Melbourne. Brisbane, Perth andAdelaide. In Melbourne the promotion will commence on 24 September2014, and in Sydney, Brisbane. Perth and Adelaide it will commence on 25

September 2014, The promotion will finish on 29 November 2014 inAdelaide and on 31 January 2015 in Ihe other four cities.

Please refer to the Anncxure for farther details.

3. Persons, or classes of persons, affected or likely to be affected by thenotified conduct

(a) Class or classes of persons to which the conduct relates:(Refer to direction 5)

Consumers living in or visitine Svdnev. Melbourne. Brisbane. Perth or

-Adelaide who use on-demand transportation network services.

(b) Number of those persons:

(i) At present time:

Substantiallv more than 50.

(ii) Estimated within the next year-(Reji'r to ilireciiw 61

Substantially more than 50.

(c) Where number of persons stated in item 3 (b) (i) is less than 50, their namesand addresses:

Not applicable.

4. Public benefit claims

(a) Arguments in support of notification:{Refer to direction 7,

'The proposed arrangement will result ill several public benefits. These areset our in more detail in the Annexure.

Page 2 of 6

(b) Facts and evidence relied upon in support of these claims:

Please refer to the Annexure.

5. Market definition

Provide a description of the market(s) in which the goods or servicesdescribed at 2 (a) are supplied or acquired and other affected marketsincluding; significant suppliers and acquirers; substitutes available for therelevant goods or sen/ices; any restriction on the supply or acquisition ofthe relevant goods or services (for example geographic or legal restrictions);(Refer to direction 8)

Please refer to the Annexure.

6. Public detriments

(a) Detriments to the public resulting or likely to result from the notification, inparticular the likely effect of the notified conduct on the prices of the goodsor services described at 2 (a) above and the prices of goods or services inother affected markets:

(Refer to direction 9)

There will be no detriment to the public arising from the proposed conduct.Please refer to the Annexure.

(b) Facts and evidence relevant to these detriments:Please refer to the Annexure.

Further information

(a) Name, postal address and contact telephone details of the person authorisedto provide additional information in relation to this notification:

Dated.0 l ;(4

Signed byAmbebalf of the applicant

. . ...... ^'.,, .....^y.^ :...",............,.,.....""....,........(Signature)

.......3.^fc^...A......(...:y.........................(Full Name)

........^^.s:.^.......6.;.^.«^.^::./.n......^.r.......(Organisation)

Vi 4 I A-- fr-il ;y ^< 'v:^'^<^.^^....^..

(Position in Organisation)

t^O

Page 3 of 6

DIRECTIONS

1, In edging this form, apphcants must include all infonnation. including supportingevidence that they wish the Commussion to take into account in assessing theirnotification.

^.'here there is insufficient^ space on this form to fLimi.sh the required information,the information is 10 be shown on separate sheets, numbered consecutive! v'andsigned by w on behalf o:'the applicant.

2. If the notice is given by or on behall' of a corporaiion, the name of the corpo'-a'iionis to be inserted in item 1 (a), not the name oflhe person signing the nolicc, andthe nolice is to be signed by a person authorised by (lie corporation to do so.

3. Describe that part of the business of the person giving the notice in the course ofthe which the conduct is engaged in.

4. If particulars of a condition or of a reason of the type referred to in section 47 oftheCompetition cmd Consumer Act 2010 have been reduced in whole or in part towriting, a copy of the writing is to be provided with the notice.

5. Describe the business or consumers likely to be affected by the conduct.

6. State an estimate of the highest number of persons with whom the entity givingthe notice is likely to deal in the course of engaging in ihc conduct at anv timeduring the next year.

7. Provide detail;, of those public benefits claimed to result or to be likely to resullfrom the proposed conduct including quantification of those benefits wherepossible.

8. Provide detail;, of the market(s) !ikel\- to be affected by the notified conduci, inparticular having regard to goods or services that may be substitutes for the coocior service that is the subject matter of the notification.

9. Provide details of the detriments to the public which may result from the proposedconduct including quantification of those detriments where possible.

Page 4 of 6

Annexure

Notified conduct

Uber proposes to collaborate with Heineken on a promotional deal, which will work asfollows:

. Heineken will encourage consumers to visit www.openyoyrcity.com.au (thePromotional Website) on their desktop, tablet or mobile device.

. The Promotional Website will publish a code, which consumers will be able toaccess for free and without needing to purchase a Heineken product or anyother product or service (the Promotional Code).

. Consumers will be required to download the Uber mobile app (if they havenot done so already), which is free. When consumers input the PromotionalCode in the Uber mobile app, a special Heineken component of the app willbe unlocked. Each consumer will only be able the use the Promotional Codeonce.

. The special Heineken component of the Uber mobile app will indicate thecars that are nearby that are 'Heineken Chauffeurs' for the purposes of thepromotion. A consumer can then order a 'Heineken Chauffeur'.

When the 'Heineken Chauffeur' picks up a consumer, the driver will ask theconsumer to pick one card from a deck of Heineken cards. Once theconsumer picks a card, the driver will turn it over to reveal the destination ofthe ride.

. The consumer (and up to three guests of their choosing) will not need to payfor the ride.

The promotion will operate in Sydney, Melbourne, Brisbane, Perth and Adelaide onThursdays, Fridays and Saturdays (and one Wednesday in Melbourne).In Melbourne the promotion will commence on 24 September 2014, and in Sydney,Brisbane, Perth and Adelaide it will commence on 25 September 2014. The

promotion will finish on 29 November 2014 in Adelaide and on 31 January 2015 in theother four cities. The promotion will commence at either 6pm or 7pm and close ateither 8.45pm or 9.45pm in all of the cities.

It could be argued that the above conduct may fall within section 47(6) or (7) of theCompetition and Consumer Act 2010 (Cth) (CCA) as third line forcing.

Public benefit claims

The notified conduct will result in several public benefits:

consumers will have access to a free on-demand transportation network;

competitors of Heineken may be encouraged to offer similar promotionaldeals to consumers through Uber or other companies; and

. competitors of Uber may be encouraged to offer similar promotional deals toconsumers through Heineken or other companies.

These factors will ultimately enhance competition, which will result in benefits toconsumers.

Page 5 of 6

Market definition

The relevant markets likeiy to be affected by the proposed conduct are:

the markets to- the suopiy of on-demand transportation and ride-sharingservices and taxi services in the metropolitan areas of Sydney, MelbourneBrisbane, Perth and Adelaide: and

. the national market for the production and supply of beer.

Public detriments

The proposed conduct would not resu't in any public detrinent because:

. consumers are under no obligat'on to use the prorrotional code even if theydo visit the Heineker- website: and

. consumers would be free to acqu.re Uber services without having to acquirethe Heineken website services.

Page 6 of 6

FILE No:'GP6 Box 50

DOQaJney NSW 2001 AustraliaDX 105 bymey

MARS/PRISM:

ABN 47 702 595 758

AliensDeutsche Bank PlaceCorner Hunter & Phillip StreetsSydney NSW 2000 Australia

+61 2 9230 4000F+61 2 9230 5333www.allens.com.au

8 September 2014

Dr Richard ChadwickGeneral Manager, Adjudication BranchAustralian Competition and ConsumerCommissionGPO Box 3131Canberra ACT 2601

By hand

Aliens >< Linkla+ers

| K1.08 SEP IQU

Dear Dr Chadwick

Notification of Exclusive Dealing by Heineken Lion Australia Pty Limited

We act for Heineken Lion Australia Pty Limited.

Please find enclosed:

a Form G exclusive dealing notification, filed on behalf of Heineken Lion Australia Pty Limited; and

a cheque as payment of the relevant filing fee.

Yours sincen

Lincoln VerassAssociateAliensLincoln.Verass@allens.com.auT +61 2 9230 5007

/f=\bna QfrosbiePartne/Alien;Fion^ Crosbie@allens.com.auT +Sfl 2 9230 4383

Our Ref 205367656Iws A0130556833v1 205367656 8.9.2014

Aliens is an independent partnership operating in alliance with Linklaters LLP.

.08 SEP 2fluForm G

Commonwealth of AustraliaCompetition and Consumer Act 2010 - subsection 93 (1)

NOTIFICATION OF EXCLUSIVE DEALINGTo the Australian Competition and Consumer Commission:

Notice is hereby given, in accordance with subsection 93 (1) of the Competition andConsumer Act 2010, of particulars of conduct or of proposed conduct of a kindreferred to subsections 47 (2), (3), (4), (5), (6), (7), (8) or (9) of that Act in which theperson giving notice engages or proposes to engage.

PLEASE FOLLOW DIRECTIONS ON BACK OF THIS FORM

1. Applicant

(a) Name of person giving notice:(Refer to direction 2)

Heineken Lion Australia Pty Limited (Heineken)

(b) Short description of business carried on by that person:(Refer to direction 3)

Heineken is a supplier of beer beverage products in Australia,

(c) Address in Australia for service of documents on that person:

Heineken Lion Australia Pty Limited

Level 7, 68 York Street

Sydney, NSW, 2000, Australia

2. Notified arrangement

(a) Description of the goods or services in relation to the supply or acquisitionof which this notice relates:

. the supply of packaged entertainment services by Heineken; and

. the acquisition of on-demand transportation network services from UberAustralia Pty Ltd (Uber).

(b) Description of the conduct or proposed conduct:(Refer to direction 4)

Heineken will offer consumers an 'Experience Prize', which is one or moreof the items below:

. free entry to a surprise destination pre-determined by Heineken (EventVenue);

. the ability to 'jump the queue' to enter the Event Venue;

. free tickets to a musical event or other event at the Event Venue;

Page 1 of 6

3.

(a)

. a free Heineken branded product;

. a free dining or tasting experience;

. a free grooming experience; and or

. a free shopping experience.

In order to obtain an Experience Prize, the consumer must first acquire a

particular service from Uber, which involves Uber driving passengers freeof charge to the surprise Event Venue. The exact nature of each ExperiencePrize will depend on the date and the time of the evening that the consumeracquires the service from Uber.

The promotion \\\\\ operate in Sydney, Melbourne, Brisbcme, Perth andAdelaide. In Melbourne the promotion will commence on 24 September2014, and in Sydney, Brisbane, Perth and Adelaide it will commence on 25September 2014. The promotion \vil! finish on 29 November 2014 inAdelaide and on 31 January 2015 in the other four cities.

Please refer to the Annexure for further details.

Persons, or classes of persons, affected or likely to be affected by thenotified conduct

Class or classes of persons to which the conduct relates:(Refer to direction 5)

Consumers living in or visiting Sydney. Melbourne, Brisbane, Perth orAdelaide who use on-demand transportation network services and who planto visit attractions and night spots available in those cities.

Number of those persons:(b)(i) At present time:

Substantially more than 50.

(ii) Estimated within the next year-(Refer to direction 6)

Substantially more than 50.

(c) \\'here number of persons stated in item 3 (b) (i) is less than 50, their namesand addresses:

Not applicable.

4. Public benefit claims

(a) Arguments in support of notification:/'Refer to direction ~)

The proposed arrangement will result in several public benefits. These areset out in more detail in the Annexure.

Page 2 of 6

5.

(b) Facts and evidence relied upon in support of these claims:

Please refer to the Annexure.

Market definition

08 SEP 20K

Provide a description of the market(s) in which the goods or servicesdescribed at 2 (a) are supplied or acquired and other affected marketsincluding: significant suppliers and acquirers; substitutes available for therelevant goods or services; any restriction on the supply or acquisition of therelevant goods or services (for example geographic or legal restrictions):(Refer to direction 8)

Please refer to the Aimexure.

6. Public detriments

(a) Detriments to the public resulting or likely to result from the notification, inparticular the likely effect of the notified conduct on the prices of the goodsor services described at 2 (a) above and the prices of goods or services inother affected markets:

(Refer to direction 9)

There will be no detriment to the public arising from the proposed conduct.Please refer to the Annexure.

(b) Facts and evidence relevant to these detriments:Please refer to the Annexure.

7 Further information

(a) Name, postal address and contact telephone details of the person authorisedto provide additional information in relation to this notification:

Carolyn Oddie

Deutsche Bank Place/126 Phillip St,

Sydney NSW 2000

(02) 9230 4000

Dated: 8 September 2014

Signed on behalf of t|ie applicant

Carolyn ^3ddiePartner/Aliens'

Page 3 of 6

DIRECTIONS

1. In lodging this term. applicants must include all information, including supportingevidence that they wish the Commission to take into account in assessing theirnotification.

Where there is insufficient space on this form to furnish the required information,the information is to be shown on separate sheets, numbered consecutively andsigned by or on behalf of the applicant.

2. If the notice is given by or on behalf of a coqporation, the name of the corporationis to be inserted in item 1 (a), not the name of the person signing the notice, andthe notice is to be signed by a person authorised by the corporation to do so.

3. Describe that part of the business of the person giving the notice in the course ofthe which the conduct is engaged in.

4. If particulars of a condition or of a reason of the type referred to in section 47 ofthe Competition and Consumer Act 2010 have been reduced in whole or in part to\vriting. a copy of the writing is to be provided with the notice.

5. Describe the business or consumers likely to be affected by the conduct.

6. State an estimate of the highest number of persons \\nh \\hom the entity givingthe notice is likely to deal in the course of engaging in the conduct at any timeduring the next year.

7, Provide details of those public benefits claimed to result or to be likely to resultfrom the proposed conduct including quantification of those benefits wherepossible.

8. Provide details of the market(s) likely to be affected by the notified conduct, inparticular having regard to goods or services that may be substitutes for the goodor service that is the subject matter of the notification.

9. Provide details of the detriments to the public which may result from the proposedconduct including quantification of those detriments where possible.

Page 4 of 6

Annexure

Notified conduct

Heineken proposes to collaborate with Uber and various entertainment venues on apromotional deal, which will work as follows:

. Heineken will offer consumers a packaged night-life experience (ExperiencePrize) provided that they have acquired certain services from Uber. Those Uberservices involve Uber driving passengers free of charge to certain venues thatare part of the Experience Prize if they have obtained a promotional code fromHeineken.

. The offering by Heineken at each venue will vary depending on the particularvenue. However, the service is likely to include one or more of the items below:

. free entry to a surprise destination pre-determined by Heineken {EventVenue);

. the ability to 'jump the queue' to enter the Event Venue;

. free tickets to a musical event or other event at the Event Venue;

. a free Heineken branded product;

. a free dining or tasting experience;

. a free grooming experience; and/or

. a free shopping experience.

The promotion will operate in Sydney, Melbourne, Brisbane, Perth and Adelaide onThursdays, Fridays and Saturdays (and one Wednesday in Melbourne).

In Melbourne the promotion will commence on 24 September 2014, and in Sydney,Brisbane, Perth and Adelaide it will commence on 25 September 2014. Thepromotion will finish on 29 November 2014 in Adelaide and on 31 January 2015 in theother four cities. The promotion will commence at either 6pm or 7pm and close ateither 8.45pm or 9.45pm in all of the cities.

It could be argued that the above conduct may fall within section 47(6) or (7) of theCompetition and Consumer Act 2010 (Cth) (CCA) as third line forcing.

Public benefit claims

The notified conduct will result in several public benefits:

. consumers will gain access to certain packaged night-life experiences for free;

. competitors of Heineken may be encouraged to offer similar promotional deals toconsumers through Uber or other companies; and

. competitors of Uber may be encouraged to offer similar promotional deals toconsumers through Heineken or other companies.

These factors will ultimately enhance competition, which will result in benefits toconsumers.

Market definition

The relevant markets likely to be affected by the proposed conduct are:

Page 5 of 6

. the markets for the supply of on-demand transportation and ride-sharing sen/icesand taxi services in the metropolitan areas of Sydney. Melbourne. Brisbane.Perth and Adelaide: and

. the national market for the production and supply of beer.

Public detriments

The proposed conduct would not result in any public detriment because:

. consumers a'e under no obligation to attend the venue to which they aredelivered, nor are they required to partake in any of the arranged activities oraccest any of the free products and services offered at the Event Venues; and

consuirers wou>a be free to acquire any of the experiences packaged byHeineken a"d provided as a single service individually.

Page 6 of 6