National Grid 2008 Annual Report Download - page 50

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 44008
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: 19
Description: EXHIBIT 2(A)
0/2418.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/418/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 44008
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: 19 Description: EXHIBIT 2(A)
0/2418.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/418/2*
distribute the amount thus received (net of the fees of the Depositary as provided in Section 5.9 hereof, if applicable) to the Owners entitled
thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively;
provided, however, that in the event that the Issuer or the Depositary shall be required to withhold and does withhold from such cash dividend
or such other cash distribution an amount on account of taxes or other governmental charges, the amount distributed to the Owner of the
Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly. The Depositary shall
distribute only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional
amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Issuer or its agent will remit to the
appropriate governmental agency in England and Wales all amounts withheld and owing to such agency. The Depositary will forward to the
Issuer or its agent such information from its records as the Issuer may reasonably request to enable the Issuer or its agent to file necessary
reports with governmental agencies, and the Depositary or the Issuer or its agent may file any such reports necessary to obtain benefits under
the applicable tax treaties for the Owners of Receipts.
SECTION 4.2. Distributions Other Than Cash, Shares or Rights.
Subject to the provisions of Sections 4.11 and 5.9, whenever the Depositary shall receive any distribution other than a distribution
described in Sections 4.1, 4.3 or 4.4, the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled
thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any
manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the
reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other
reason (including, but not limited to, any requirement that the Issuer or the Depositary withhold an amount on account of taxes or other
governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or
Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may, after notice to the Issuer adopt such method
as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale o
f
the securities or property thus received, or