National Grid 2008 Annual Report Download - page 44

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 24292
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.A, Doc: 2, Page: 13
Description: EXHIBIT 2(A)
0/2412.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/412/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 24292
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.A, Doc: 2, Page: 13 Description: EXHIBIT 2(A)
0/2412.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/412/2*
Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a
written representation and agreement from the person to whom Receipts are to be delivered (the “Pre-Releasee”) that the Pre- Releasee, or its
customer, (i) owns the shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or
Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with
respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the
consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all
times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide
substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to
such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by
American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares
deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably
appropriate, and may, with the prior written consent of the Issuer, change such limit for purposes of general application. The Depositary will
also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case
basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit
Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s
obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or
Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).
The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
SECTION 2.10. Direct Registration System.
(a) ADSs may be maintained by the Depositary in book-entry form known as the “Direct Registration System” (“DRS”). Upon issuance
of ADSs, the ADSs