(1) Subject to paragraphs (3) and (4), Regulation 5 shall not apply to a parent undertaking if that parent undertaking ("the exempted parent") is itself a subsidiary undertaking of another undertaking established under the laws of a an EEA State ("that other parent undertaking"), and
(a) that other parent undertaking holds all the shares in the exempted parent undertaking; or
(b) that other parent undertaking holds 90 per cent or more of the shares of the exempted parent undertaking and the remaining shareholders in or members of the exempted parent have approved the exemption.
(2) In determining whether paragraph (1)(a) applies shares held by directors of the exempted parent pursuant to an obligation in law or in its articles of association shall be disregarded.
(3) Paragraph (1) shall only apply if the following conditions are met:
(a) the exempted parent and, without prejudice to Regulations 10 and 11, all of its subsidiary undertakings must be dealt with in group accounts prep