National Grid 2008 Annual Report Download - page 52

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 49625
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: 21
Description: EXHIBIT 2(A)
0/2420.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/420/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 49625
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: 21 Description: EXHIBIT 2(A)
0/2420.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/420/2*
Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the
number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it, after consultation with
the Issuer, deems appropriate.
In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribution of warrants or
other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will
make such rights available to such Owner upon written notice from the Issuer to the Depositary that (a) the Issuer has elected in its sole
discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Issuer has determined in its sole
discretion are reasonably required under applicable law.
If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an
Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner
to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the
rights, and upon payment of the fees of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Issuer shall cause the Shares so purchased to be delivered
to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited
pursuant to Section 2.2 of this Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit Agreement, execute and deliver Receipts
to such Owner. In the case of a distribution pursuant to the second paragraph of this section, such Receipts shall be legended in accordance
with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws.
If the Depositary determines in its discretion, after consultation with the Issuer, that it is not lawful and feasible to make such rights
available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary
Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds
of such