National Grid 2008 Annual Report Download - page 48

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 15620
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: 17
Description: EXHIBIT 2(A)
0/2416.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/416/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 15620
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: 17 Description: EXHIBIT 2(A)
0/2416.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/416/2*
nominal amount of the share capital of the Issuer (or any class thereof), in addition to disenfranchisement, the sanctions that may be applied by
the Issuer include withholding of the right to receive payment of dividends and other monies payable on, and restrictions on transfers of the
relevant Shares.
(b) Section 198 of the U.K. Companies Act, 1985 provides that a person (including a company and other legal entities) that acquires an
interest of 3 percent or more of any class of shares (including through American Depositary Receipts) comprised in an English public
company’s “relevant share capital” (i.e., the Issuer’s issued share capital carrying the right to vote in all circumstances at a general meeting o
f
the Issuer) is required to notify the company of its interest within two business days following the day on which the obligation arises. After the
3 percent level is exceeded, similar notifications must be made in respect of increases or decreases through a whole percentage point.
For purposes of such 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 under Section 204 of the U.K. Companies Act, 1985. 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 pursuant to such agreement and any interest in the company’s shares is in fact
acquired by any of the parties pursuant to the agreement. Certain interests (e.g., those held by certain investment fund managers) may be
disregarded for the purposes of calculating the 3 percent threshold, but the obligations of disclosure will still apply where such interests exceed
10 percent or more of any class of the company’s relevant share capital and to increases or decreases through a whole percentage point
thereafter.
In addition, Section 212 of the U.K. Companies Act, 1985 provides that a public company may by written notice require a person whom
the company knows or has