National Grid 2008 Annual Report Download - page 55

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 32644
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: 24
Description: EXHIBIT 2(A)
0/2423.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/423/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 32644
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: 24 Description: EXHIBIT 2(A)
0/2423.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/423/2*
meeting of holders of Shares or other Deposited Securities, the Depositary shall fix a record date, which shall be as close as practicable to the
date corresponding to the record date fixed by the Issuer in respect of the Shares or other Deposited Securities, (a) for the determination of the
Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give
instructions for the exercise of voting rights at any such meeting, or (b) on or after which each American Depositary Share will represent the
changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit
Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with
respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American
Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter.
SECTION 4.7. Voting of Deposited Securities.
Subject to and in accordance with the Articles of Association of the Issuer, the Depositary hereby irrevocably appoints (or, if the
Deposited Securities are registered in the name of or held by its nominee, shall procure that its nominee shall irrevocably appoint) each Owner
for the time being on the record date (the “Voting Record Date”) fixed by the Depositary in accordance with Section 4.06 in respect of any
meeting (including any adjourned meeting) at which holders of Deposited Securities are entitled to vote as its proxy to attend, vote and speak at
the relevant meeting (or any adjournment thereof) as provided in the Articles of Association of the Issuer in respect of the Deposited Securities
represented by the American Depositary Shares evidenced by the Receipts held by such Owner on the Voting Record Date, and by reason o
f
that appointment in respect of any such meeting each such Owner shall be constituted the agent of the Depositary to appoint (in relation to
those Deposited Securities) in the name of the Depositary either a person nominated by the Depositary or any other person as proxy to attend,
vote and speak as the Owner may instruct, subject to and in accordance with the provisions of this Section and the Articles of Association o
f
the Issuer (and if the Deposited Securities are registered in the name of or held by the nominee of the