May 2026 | Version 2.0
1. INTRODUCTION
Antitrust laws prohibit agreements or concerted practices that aim at or result in the restriction of competition and the abuse of a dominant position. In other words, Antitrust laws prohibit acting with others to unreasonably restrain trade, prohibit a company from illegally monopolizing a product or service, and from abusing a dominant position. This Competition Policy (“Policy“) summarizes basic principles of Antitrust laws and regulations, identifies potential risks and problem areas, and explains how Company employees and personnel can comply with Antitrust laws.
This Policy also summarizes the consequences of violating Antitrust laws.
2. SCOPE AND APPLICATION
This Policy applies to DEA TopCo LP and DEA TopCo II LP and their direct and indirect wholly owned and/or controlled subsidiaries (hereinafter referred to as the “Company” or “Digital Edge” or “DE”). This Policy applies to all of the Company’s directors, officers, employees of the Company including contingent workers, agents, contractors providing services on behalf of the Company referred to as (“Company Personnel” or “Employee” or “Employees”).
Digital Edge encourages its joint venture companies to adopt this Policy or implement similar policies that meet the standards set out herein. In the event of any inconsistency between applicable laws and this Policy, applicable laws shall prevail. All Company Personnel are responsible for understanding and complying with the provisions of this Policy.
The Policy may not address every situation that may arise during day-to-day business activities. Where guidance is not explicit, Company Personnel are expected to exercise sound judgment and seek guidance from their manager, Human Resources (hereinafter referred to as “HR”), or the Compliance Officer – manish.sansi@digitaledgedc.com.
3. PURPOSE
Antitrust laws aim to preserve the competitive, free enterprise system that is the basis of a free market economy. Abiding by Antitrust rules is fundamental for creating and sustaining a competitive economy. When engaging with any competitor, customer, or business partner, all Company Personnel must demonstrate an awareness of and comply with Antitrust laws. The consequences to the Company for not complying with antitrust laws are significant, and noncompliance can potentially result in severe financial fines, reputational harm, private damage claims and potentially criminal penalties imposed on both the Company and Company Personnel
Any violation of this Policy is not acceptable and may result in disciplinary action up to and including termination of employment with Digital Edge. To investigate such violation of the Policy, similar procedures laid out in Code of Conduct Policy shall be followed.
4. ANTITRUST LAWS
Antitrust laws prohibit business practices that limit competition. Under Antitrust laws, agreements and arrangements that prevent or restrict competition, or intend to do so, may be considered illegal, whether such agreements are written or oral, formal, or informal. It is important to note that, under Antitrust laws, agreements do not necessarily require to be in writing to be in violation of these laws. An agreement does not even have to be based on a verbal agreement. Instead, illegal agreements may include tacit agreements, or be inferred from conduct and other data, such as telephone calls, emails, meetings, behavior at trade shows, behavior in bidding situations, and timing of pricing decisions.
5. PROHIBITED ANTI-COMPETITIVE AGREEMENTS
Antitrust laws prohibit certain types of agreements regardless of purpose or intent. This list below is non-exhaustive but is designed to provide examples of the most serious type of agreements and practices which are in violation of competition laws.
A. Price Fixing
Price fixing occurs when competitors make agreements through which they intend to fix trade prices, for example, through agreements on discounts. Price fixing relates to any agreement or concerted practice between competitors that restricts or aims to restrict price competition. Price fixing between competitors is one of the most serious breaches of Antitrust laws and is regarded as a cartel, punishable by the highest levels of fines; it is also a criminal offense punishable by imprisonment /monetary penalties in many jurisdictions.
B. Market Sharing/Allocation
Agreements between competitors to divide markets, territories or customers are illegal and violate Antitrust laws. Additionally, it is prohibited to collude with competitors about sharing the market, agreeing not to sell in the same geographic market or to the same customer, and/or agreeing that one competitor will be a lower bidder in any procurement.
C. Bid Rigging
Coordinating tenders between competitors is a serious infringement of Antitrust law and a criminal offense in many jurisdictions. Competitors must bid independently of others. Bid rigging is strictly prohibited.
D. Exchange of Confidential and Commercially Sensitive Information
It is not permissible to exchange confidential information which may reduce or remove any degree of uncertainty between competitors in respect of current or future market conduct. Confidential information includes, but is not limited to, pricing, credits, or discounts, terms and conditions of sale, commercial strategies, identity of customers and suppliers, and details of negotiations with business partners. The mere receipt of such information can be illegal, even if an employee does not reciprocate and disclose confidential or commercially sensitive information.
6. TRADE ASSOCIATIONS
Trade associations provide a venue for market actors to legitimately meet and discuss industry trends and issues. However, trade associations also present an inherent risk of facilitating intentional or inadvertent illegal information exchanges or even price-fixing cartels. Company Personnel must stay vigilant when attending trade association meetings to ensure there are no inadvertent breaches of Antitrust laws. Passively listening to trade association meeting attendees engage in anti-competitive exchanges is enough to breach Antitrust laws. It is important for Company Personnel to consider the following when attending a trade association meeting: ensure the trade association has an Antitrust policy and guidelines in place; ensure there is an agenda for the meeting and that it is followed; object to any deviations from the agenda; keep minutes of each meeting; and report immediately to the Company Compliance Department of any incident that could have potential Antitrust law consequences.
7. RELATIONS WITH CUSTOMERS AND SUPPLIERS
The Company and Company Personnel must deal with customers and suppliers fairly and in a manner that best advances the competitiveness of the Company’s services. In general, customers and suppliers must be free to determine their commercial strategy independently.
It is illegal to engage in a tying arrangement, where a seller agrees to sell a product or service on the condition that the customer purchases a second product/service. Customers must be allowed to freely decide the services or products to purchase. The Company and Company Personnel are also prohibited from reciprocal dealing, where a seller agrees to sell one product or service on the condition that the buyer sells it a different product or service. The Company’s Legal Department must be consulted about any tying or reciprocal buying transaction where these circumstances are present, or where a customer might argue that they are present. The transaction might still be legal, depending on other circumstances, but the Antitrust risk could be significant.
8. RELATIONS WITH COMPETITORS
The Company and Company Personnel must ensure that business dealings with market competitors comply with Antitrust laws. As an example, Company Personnel should refrain from participating in boycotts with competitors. Boycotts are usually understood as any agreement or understanding between suppliers and/or customers that they will not sell to, purchase from or deal with outsiders. Examples include agreements not to sell to certain competitors, joint refusal to buy from suppliers, or agreements not to sell to a customer unless that customer discontinues buying from a competitor. Company Personnel should also refrain from entering into any joint agreement with competitors not to do business with particular suppliers or customers; any joint agreement not to collaborate or do business with other competitors; or any agreement at the request of two or more customers, or two or more suppliers, not to do business with the customer/supplier’s competitors.
9. ABUSE OF A DOMINANT POSITION
Antitrust laws impose specific additional restrictions on the commercial freedom of dominant companies in order to keep markets open and competitive. These rules aim to curb abusive business practices of dominant players in the relevant product and geographic market.
The question of whether a company is dominant is complex, but as a ‘rule of thumb’ a company may be considered dominant if it has a share of 40% or above in a particular market (depending on such issues as barriers to entry and the strength of actual and potential competitors). Without reaching a conclusion as to whether the Company is dominant or not, we should be particularly careful with respect to markets where we hold ourselves as the “world’s leader”, or the “largest provider”.
In addition, competition authorities can sometimes adopt a very narrow market definition, and there is therefore a risk that a company could be considered to be dominant even in a narrow product sector or geographic region. With this in mind, potentially “abusive” behavior should be avoided unless clearance has been obtained from the Compliance Department.
The types of conduct that may fall within the scope of this prohibition of abuse of a dominant position include, but are not limited to, the following:
Price discrimination
Price discrimination may be established when charging different prices to different customers, or different categories of customer, for the same product/service where those differences do not reflect quality, quantity, or transport costs.
Fidelity discounts or exclusivity
Fidelity discounts or exclusivity may involve a company giving customers discounts which are conditional on those customers buying all or a large proportion of their overall purchases from that company, or other volume discounts operating retrospectively or having the same effect. This would also include forcing customers to make long-term purchasing commitments or only agreeing to supply products/services if the customer commits to purchasing all products/services from the company.
Refusal to supply or supplying only restricted quantities
A company refusing to sell its products/services to certain customers (existing or future) without objective justification, for example because the customers compete with the company in a downstream market.
Excessive/predatory pricing
Excessive or predatory pricing may be established when charging higher than normal prices over a period of time, or, on the other hand, pricing products/services at a level below average avoidable cost.
Tying or bundling
Tying or bundling requires customers to take additional products/services as a condition for the purchase of other products/services, or to offer a preferential rate for a bundled offering which is not based on objective cost savings.
10. CONSEQUENCES OF VIOLATING ANTITRUST LAWS
Violating Antitrust laws may result in the assessment of civil fines against the Company or in some instances, against Company Personnel. In a number of jurisdictions, the maximum fine is 10% of a company’s global turnover. Antitrust enforcement can reach beyond the Company’s jurisdiction of incorporation or principal place of business, meaning the Company or Company Personnel could be subject to the Antitrust laws of another country if your conduct is considered as anticompetitive by such country.
In many countries, a violation of Antitrust law is also a criminal offense for individual employees, which means employees involved in illegal anticompetitive practices could face time in prison and / or monetary penalties. Countries with criminal Antitrust penalties include, but may not be limited to: Australia, Brazil, Canada, Chile, Israel, Japan, Mexico, South Korea, the UK and the US.
11. POLICY VIOLATIONS AND REPORTING
Company Personnel who violate this Policy are subject to disciplinary action including potential ineligibility to participate in management incentive plans or termination of employment or other engagement. All suspected violations must be reported immediately to the Compliance Department or through the Whistleblower Policy
/ Ethics Hotline. The Company enforces a zero tolerance, non-retaliation policy that protects our employees when they raise a concern thereunder. To investigate any violation of this Policy, the procedure laid out in the Company’s Code of Conduct Policy shall be followed.
An Employee may appeal any determination made under this Policy in accordance with the procedure prescribed in the Code of Conduct Policy. Any decision under this appeal shall be deemed final and non-appealable.
Potential Antitrust law violations are aggressively investigated and strictly enforced. These laws may be enforced by governmental authorities or, in certain cases, private litigants. Subject to applicable law and any indemnification arrangements in place, the Company will not defend or indemnify anyone who violates this Policy, and the responsible individual may be required to bear such costs personally.
12. TRAINING AND REPORTING
The Company has issued a Code of Conduct and a Business Partner Code of Conduct which require ethical conduct from all Company Personnel and from the Company’s business partners respectively. These Codes are publicly accessible on the Company’s website. Consistent with these Codes, we expect all Company Personnel to ensure compliance with Antitrust laws and conduct themselves appropriately. Company Personnel and business partners undergo training and certification to ensure compliance with these Codes. Company Personnel should contact the Company’s Compliance Department if there are questions about this Policy, questions about Antitrust laws, or if guidance is needed about a specific issue that might raise Antitrust concerns.
13. For further information or any clarification contact:
Head of Legal and Compliance: Joe.b@digitaledgedc.com Compliance Officer: manish.sansi@digitaledgedc.com