National Grid 2008 Annual Report Download - page 78

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 29150
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: 47
Description: EXHIBIT 2(A)
0/3446.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/446/3*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 29150
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: 47 Description: EXHIBIT 2(A)
0/3446.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/446/3*
The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only
in accordance with agreements in writing entered into between the Depositary and the Company from time to time. Any written agreement
signed by the Company and the Depositary relating to the Depositary’s fees and expenses under the Deposit Agreement shall be binding on the
Company and the Depositary until it is expressly amended or superseded by a subsequent written agreement, irrespective of whether such
agreement was entered into prior to, simultaneously with or subsequent to the Deposit Agreement, and notwithstanding any provision of the
Deposit Agreement that might be construed to be inconsistent with such agreement. The Depositary shall present its statement for such charges
and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.
The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to
whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an
exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit
Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect
for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers o
f
Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder,
(3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred
by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100
American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4, and the
surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or
portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.1 through 4.4
thereof, except for distributions of cash dividends, and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit
Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which
would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were
Shares), but which securities are instead distributed by the Depositary to Owners.
The Depositary, subject to Article (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in
Receipts.
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7. CHARGES OF DEPOSITARY.