National Grid 2008 Annual Report Download - page 47

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 41682
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: 16
Description: EXHIBIT 2(A)
0/2415.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/415/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 41682
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: 16 Description: EXHIBIT 2(A)
0/2415.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/415/2*
to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by
American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or
may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment
of such tax or other governmental charge and the Owner or Beneficial Owner of such Receipt shall remain liable for any deficiency.
SECTION 3.3. Warranties on Deposit of Shares.
Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and
each certificate therefor are validly issued, fully paid and nonassessable and that the person making such deposit is duly authorized so to do.
Every such person shall also be deemed to represent that the deposit of such Shares and the sale of Receipts evidencing American Depositary
Shares representing such Shares by that person are not restricted under the Securities Act of 1933. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.
SECTION 3.4. Disclosure of Interests.
Notwithstanding any other provision of this Deposit Agreement, the Memorandum and Articles of Association of the Issuer or applicable
English law, each Owner and Beneficial Owner agrees to be bound by and subject to applicable provisions of the U.K. Companies Act, 1985
and the Memorandum and Articles of Association of the Issuer, summarized below, to the same extent as if such Owner and Beneficial Owner
held Shares directly. The Issuer has informed the Depositary that the following information is accurate as the Depositary has made no
independent investigation regarding such information.
(a) A holder of Shares in the Issuer may lose the right to vote its Shares if it or any other person appearing to be interested in shares
held by it fails to comply within a prescribed period of time with a request by the Issuer under the U.K. Companies Act, 1985 to give certain
information with respect to past or present ownership or interests in such Shares. In the case of holders of more than 0.25% in