1.An undertaking need not be included in consolidated accounts where it is not material for the purposes of Article 16 (3).
2.Where two or more undertakings satisfy the requirements of paragraph 1 above, they must nevertheless be included in consolidated accounts if, as a whole, they are material for the purposes of Article 16 (3).
2a. Without prejudice to Article 4(2) and Articles 5 and 6, any parent undertaking governed by the national law of a Member State which only has subsidiary undertakings which are not material for the purposes of Article 16(3), both individually and as a whole, shall be exempted from the obligation imposed in Article 1(1).
3.In addition, an undertaking need not be included in consolidated accounts where:
severe long-term restrictions substantially hinder:
the parent undertaking in the exercise of its rights over the assets or management of that undertaking; or
the exercise of unified management of that undertaking where it is in one of the relationships defined in Article 12 (1); or
the information necessary for the preparation of consolidated accounts in accordance with this Directive cannot be obtained without disproportionate expense or undue delay; or
the shares of that undertaking are held exclusively with a view to their subsequent resale.