National Grid 2008 Annual Report Download - page 85

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 56756
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: 54
Description: EXHIBIT 2(A)
0/5453.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/453/5*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 56756
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: 54 Description: EXHIBIT 2(A)
0/5453.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/453/5*
The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to
Owners in general or any Owner in particular.
Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or
whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the
number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting o
f
holders of Shares or other Deposited Securities, the Depositary shall fix a record date, which shall be as close as practicable to the date
corresponding to the record date fixed by the Company in respect of the Shares or other Deposited Securities, (a) for the determination of the
Owners of Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled
to give instructions for the exercise of voting rights at any such meeting, or (b) on or after which each American Depositary Share will
represent the changed number of Shares, subject to the provisions of the Deposit Agreement.
Subject to and in accordance with the Articles of Association of the Company, the Depositary hereby irrevocably appoints (or, if the
Deposited Securities are registered in the name of or held by its nominee, shall procure that its nominee shall irrevocably appoint) each Owner
for the time being on the record date (the “Voting Record Date”) fixed by the Depositary in accordance with Section 4.06 of the Deposit
Agreement in respect of any meeting (including any adjourned meeting) at which holders of Deposited Securities are entitled to vote as its
proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof) as provided in the Articles of Association of the Company
in respect of the Deposited Securities represented by the American Depositary Shares evidenced by the Receipts held by such Owner on the
Voting Record Date, and by reason of that appointment in respect of any such meeting each such Owner shall be constituted the agent of the
Depositary to appoint (in relation to those Deposited Securities) in the name of the Depositary either a person nominated by the Depositary or
any other person as proxy to attend, vote and speak as the Owner may instruct, subject to and in accordance with the provisions of Section 4.7
of the Deposit Agreement and the Articles of Association of the Company (and if the Deposited Securities are registered in the name of or held
by the nominee of the Depositary, the Depositary shall procure that the nominee duly constitutes each such Owner as its agent for that
purpose). As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or o
f
solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall, in accordance with Section 4.06 of the Deposit
Agreement, fix the Voting Record Date in respect of such meeting or solicitation.
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15. RECORD DATES.
16. VOTING OF DEPOSITED SECURITIES.