National Grid 2008 Annual Report Download - page 82

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 4971
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: 51
Description: EXHIBIT 2(A)
0/4450.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/450/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 4971
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: 51 Description: EXHIBIT 2(A)
0/4450.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/450/4*
of Shares received as such dividend or free distribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit
of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental
charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees of the Depositary as provided in Section 5.9 of the
Deposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the
amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions
set forth in the Deposit Agreement. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also
represent the additional Shares distributed upon the Deposited Securities represented thereby.
In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject
to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose o
f
all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary
deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after
deduction of such taxes or charges to the Owners of Receipts entitled thereto.
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 made upon an averaged or other practicable basis
without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall
be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.
If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary
shall file such application for approval or license, if any, as it may deem desirable; provided, however, that the Company shall not be obligated
to make any such filings.
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13. CONVERSION OF FOREIGN CURRENCY.