National Grid 2008 Annual Report Download - page 53

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 28273
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: 22
Description: EXHIBIT 2(A)
0/2421.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/421/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 28273
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: 22 Description: EXHIBIT 2(A)
0/2421.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/421/2*
sales (net of the fees of the Depositary as provided in Section 5.9 and all taxes and governmental charges payable in connection with such
rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights,
warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because o
f
exchange restrictions or the date of delivery of any Receipt or otherwise.
The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933 with respect to a distribution to Owners or are registered under the provisions of such Act.
Nothing in this Deposit Agreement shall create, or be construed to create, any obligation on the part of the Issuer to file a registration statement
with respect to such rights or underlying securities or to endeavor to have a registration statement declared effective. If an Owner of Receipts
requests distribution of warrants or other instruments, notwithstanding that there has been no such registration under such Act, the Depositary
shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Issuer upon which the
Depositary may rely that such distribution to such Owner is exempt from such registration.
The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to
Owners in general or any Owner in particular.
SECTION 4.5. Conversion of Foreign Currency.
Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds
from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the
Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall
convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars
shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the
holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation in whole or in
part depending on the terms of such warrants or other instruments. Such distribution may be