National Grid 2008 Annual Report Download - page 17

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 52200
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: 20-F, Doc: 1, Page: 11
8/5011.00.00.00Y59930BNY
[A/E] EDGAR 2 *Y59930/011/5*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 52200
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: 20-F, Doc: 1, Page: 11
8/5011.00.00.00Y59930BNY
[A/E] EDGAR 2 *Y59930/011/5*
Table of Contents
Variation of Rights
Subject to applicable provisions of English law and the rights attached to any specific class of shares, the rights
attached to any class of shares of National Grid may be varied with the written consent of the holders of three-fourths
in nominal value of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a
separate meeting of the holders of the shares of that class.
General Meetings
Annual General Meetings must be convened upon advance written notice of 21 clear days. An Extraordinary
General Meeting must be convened upon advance written notice of 21 clear days for the passing of a special
resolution and 14 clear days for any other resolution. The notice must specify the nature of the business to be
transacted. The notice must also specify the place, the day and the time of the meeting.
Rights of Non-Residents
There are no restrictions under National Grid’s Articles that would limit the rights of persons not resident in the
UK, as such, to vote ordinary shares.
Disclosure of Interests
A shareholder may lose the right to vote his shares if he or any other person appearing to be interested in those
shares fails to comply within a prescribed period of time with a request by National Grid under the Companies Act to
give the required information with respect to past or present ownership or interests in those shares. In the case of
holders of more than 0.25% in nominal amount of any class of the share capital of National Grid, in addition to
disenfranchisement, the sanctions that may be applied by National Grid include withholding of the right to receive
payment of dividends and other monies payable on shares, and restrictions on transfers of the shares.
For purposes of the notification obligation, the interest of a person in shares means any kind of interest in shares
including interests in any shares (a) in which a spouse, or child or stepchild under the age of 18 is interested, (b) in
which a corporate body is interested and either (i) that corporate body or its directors generally act in accordance
with that person’s directions or instructions or (ii) that person controls one-third or more of the voting power of that
corporate body or (c) in which another party is interested and the person and that other party are parties to a ‘concert
party’ agreement. A concert party agreement is one which provides for one or more parties to acquire interests in
shares of a particular company and imposes obligations or restrictions on any one of the parties as to the use,
retention or disposal of such interests acquired under the agreement, and any interest in the company’s shares is in
fact acquired by any of the parties under the agreement. Some of the interests (eg those held by certain investment
fund managers) may be disregarded for the purposes of calculating the 3% threshold, but the obligations of disclosure
will still apply where those interests exceed 10% or more of any class of the company’s relevant share capital and to
increases or decreases of 1% or more thereafter.
In addition, the Companies Act provides that a public company may send a written notice to a person whom the
company knows or has reasonable cause to believe to be, or to have been at any time during the three years
immediately preceding the date on which the notice is issued, interested in shares constituting the company’s
‘relevant share capital’. The notice may require that person to state whether he has an interest in the shares, and in
case that person holds or had held an interest in those shares, to give additional information relating to that interest
and any other interest in the shares of which that person is aware.
Where a company serves notice under the provisions described above on a person who is or was interested in
shares of the company and that person fails to give the company any information required by the notice within the
time specified in the notice, the company may apply to an English court for an order directing that the shares in
question be subject to restrictions prohibiting, among other things, any transfer of those shares, the taking up of rights
in respect of those shares and, other than in a liquidation, payments in respect of those shares.
A person who fails to fulfil the obligations imposed by those provisions of the Companies Act described above
is subject to criminal penalties.
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