National Grid 2008 Annual Report Download - page 57

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 56608
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: 26
Description: EXHIBIT 2(A)
0/2425.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/425/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 56608
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: 26 Description: EXHIBIT 2(A)
0/2425.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/425/2*
Neither the Depositary nor the Custodian nor the nominee of either of them shall exercise any discretion as to voting and neither the
Depositary nor the Custodian nor the nominee of either of them shall vote or attempt to exercise the right to vote the Shares or other Deposited
Securities represented by American Depositary Shares except pursuant to and in accordance with such written instructions from Owners given
in accordance with this Section 4.07. Shares or other Deposited Securities represented by American Depositary Shares for which no specific
voting instructions are received by the Depositary from the Owner shall not be voted by the Depositary or its nominee but may be directly
voted by Owners in attendance at meetings of shareholders, subject to, and in accordance with, the provisions of this Section and the Issuer’s
Articles of Association.
For the avoidance of doubt, the appointment pursuant to this Section of a proxy by an Owner acting as agent of the Depositary (or its
nominee) shall constitute the appointed person as a proxy for the purposes of section 372 of the UK Companies Act 1985 and of the Articles o
f
Association of the Issuer; whereas the appointment pursuant to this Section of an Owner as a proxy by the Depositary (or its nominee) shall not
constitute that Owner as such a proxy but shall instead confer on that Owner the special rights and privileges accorded under the Issuer’s
Articles of Association to ADR Proxies (as defined in those Articles of Association).
Notwithstanding anything in this Section 4.7 or in Section 6.1 to the contrary, the Depositary and the Issuer may modify, amend or adopt
additional voting procedures at any time or from time to time as they determine may be necessary or appropriate.
There can be no assurance that Owners generally or any Owner in particular will receive the notice described in this Section 4.7
sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the
provisions set forth in this Section.