National Grid 2008 Annual Report Download - page 81

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 54870
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: 50
Description: EXHIBIT 2(A)
0/4449.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/449/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 54870
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: 50 Description: EXHIBIT 2(A)
0/4449.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/449/4*
Receipts provided that such inspection shall not be for the purpose of communicating with Owners of Receipts in the interest of a business or
object other than the business of the Company or a matter related to the Deposit Agreement or the Receipts.
Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at
the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis
into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into
dollars and, if applicable, will distribute the amount thus received (net of the fees of the Depositary as provided in Section 5.9 of the Deposit
Agreement) to the Owners of Receipts entitled thereto, provided, however, that in the event that the Company or the Depositary is required to
withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account o
f
taxes or other governmental charges, the amount distributed to the Owners of the Receipts evidencing American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.
Subject to the provisions of Sections 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other
than a distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary will cause the securities or property received
by it to be distributed to the Owners of Receipts entitled thereto, in any manner that the Depositary may deem equitable and practicable for
accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made
proportionately among the Owners of Receipts entitled thereto, or if for any other reason (including, but not limited to, any requirement that the
Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered
under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be
feasible, the Depositary may, after notice to the Company, adopt such method as it may deem equitable and practicable for the purpose o
f
effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof,
and the net proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement) shall be
distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash pursuant to Section 4.1
of the Deposit Agreement.
If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall
if the Company shall so request, distribute to the Owners of outstanding Receipts entitled thereto, additional Receipts evidencing an aggregate
number of American Depositary Shares representing the amount
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12. DIVIDENDS AND DISTRIBUTIONS.