1. Notwithstanding Articles 4(2), 5 and 6, a Member State shall exempt from the obligation imposed in Article 1(1) any parent undertaking governed by its national law which is also a subsidiary undertaking if its own parent undertaking is governed by the law of a Member State in the following two cases:
(a) where that parent undertaking holds all of the shares in the exempted undertaking. The shares in that undertaking held by members of its administrative, management or supervisory bodies pursuant to an obligation in law or in the memorandum or articles of association shall be ignored for this purpose; or
(b) where that parent undertaking holds 90 % or more of the shares in the exempted undertaking and the remaining shareholders in or members of that undertaking have approved the exemption.
2. Exemption shall be conditional upon compliance with all of the following conditions:
(a) the exempted undertaking and, without prejudice to Articles 13 and 15, all of its subsidiary underta