(1) A company which has its registered office in the State may by special resolution (an "opting-in resolution") opt to be bound by this Part if the following conditions are satisfied.

(2) Those conditions are -

(a) the company has securities admitted to trading on a regulated market,

(b) as regards the company's articles of association -

(i) those articles -

(I) do not contain any such restrictions as are mentioned in Article 11 of the Directive, or

(II) if they do contain any such restrictions, provide for the restrictions not to apply at a time when, or in circumstances in which, they would be disapplied by that Article,

and

(ii) those articles do not contain any other provision which would be incompatible with that Article,

(c) no securities conferring special rights in the company are held by a Minister of the Government or a nominee of, or a company directly or indirectly controlled by, a Minister of the Government, and

(d) no special rights in the company are exercisable by a Minister of the Government by or under any enactment.