National Grid 2008 Annual Report Download - page 45

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 49543
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: 14
Description: EXHIBIT 2(A)
0/2413.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/413/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 49543
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: 14 Description: EXHIBIT 2(A)
0/2413.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/413/2*
of each Owner will be credited to the DRS account of each such Owner and in each such Owner’s name. Each Owner will be given the option
of (i) receiving a certificate representing its ADSs, (ii) transfering such ADSs to a broker designated by each and every person or entity in
whose name such ADSs are registered on the books of the Depositary or (iii) maintaining their ADSs in DRS.
(b) The Issuer understands that Profile is a required feature of DRS. Profile allows a participant of The Depository Trust Company
(“DTC”) claiming to act on behalf of the Owner of ADSs, to direct the Depositary to transfer to such DTC participant the ADSs designated by
such DTC participant without receipt by the Depositary of such prior written authorization from the Owner to transfer such ADSs.
(c) The Issuer understands the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to
be acting on behalf of an Owner is, in fact, authorized to act on behalf of such Owner. The Issuer and each Owner agree that the Depositary
shall have no liability for relying upon and complying with directions from a DTC participant as set forth above; and the Issuer shall indemnify
and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing
(including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provision). For the
avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation of liability and indemnification with respect to
reliance upon and compliance with instructions from the DTC participant even if the Depositary’s reliance on, and compliance with, such
instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful
misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to the
manner in which the Depositary carries out actual transfer of the ADSs which are the subject of the DTC participant’s instruction, which
transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way o
f
limitation, if a court determines that the transfer of ADSs pursuant to a DTC participant’s instruction without