National Grid 2008 Annual Report Download - page 84

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 64694
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: 53
Description: EXHIBIT 2(A)
0/3452.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/452/3*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 64694
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: 53 Description: EXHIBIT 2(A)
0/3452.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/452/3*
permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are
reasonably required under applicable law.
If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an
Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner
to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the
rights, and upon payment of the fees of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be
delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be
deposited pursuant to Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, execute and deliver
Receipts to such Owner. In the case of a distribution pursuant to the second paragraph of this Article, such Receipts shall be legended in
accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such
laws.
If the Depositary determines in its discretion, after consultation with the Company, that it is not lawful and feasible to make such rights
available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary
Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds
of such sales (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and governmental charges
payable in connection with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners
otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions
among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.
The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt
from registration under the Securities Act of 1933 with respect to a distribution to Owners or are registered under the provisions of such Act.
Nothing in the Deposit Agreement shall create, or be construed to create, any obligation on the part of the Company to file a registration
statement with respect to such rights or underlying securities or to endeavor to have a registration statement declared effective. If an Owner o
f
Receipts requests distribution of warrants or other instruments, notwithstanding that there has been no such registration under such Act, the
Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company
upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.
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