consolidation Article 12(1) relationship

22a relationship between one undertaking (the first undertaking) and one or more other undertakings satisfying the conditions set out in Article 12(1) of the Seventh Company Law Directive, which in summary are as follows:

1. (a) those undertakings are not connected, as described in article 1(1) or (2) of that Directive; and
2. (b) one of the following conditions is satisfied:
   1. (i) they are managed on a unified basis pursuant to a contract concluded with the first undertaking or provisions in the memorandum or articles of association of those undertakings; or
   2. (ii) the administrative, management or supervisory bodies of those undertakings consist, for the major part, of the same persons in office during the financial year in respect of which it is being decided whether such a relationship exists.