National Grid 2008 Annual Report Download - page 86

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 7108
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: 55
Description: EXHIBIT 2(A)
0/3454.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/454/3*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 7108
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: 55 Description: EXHIBIT 2(A)
0/3454.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/454/3*
The Depositary or, if the Company so determines, the Company shall mail to Owners of record on such Voting Record Date: (a) such
information as is contained in such notice of meeting or in the solicitation materials, (b) a Receipt proxy card in a form prepared by the
Depositary, after consultation with the Company, (c) a statement that each Owner of Record at the close of business on the Voting Record Date
will be entitled, subject to any applicable law, the Company’s Articles of Association and the provisions of or governing the Deposited
Securities, either (i) to use such Receipt proxy card at that meeting as written evidence of the appointment of that Owner in accordance with
this Section in order to attend, vote and speak at such meeting solely with respect to the Shares or other Deposited Securities represented by
American Depositary Shares evidenced by such Owner’s Receipts or (ii) as the agent of the Depositary (or its nominee) to appoint any other
person as proxy solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by such
Owner’s Receipts and (if the Owner wishes) to instruct such person as to the exercise of the voting rights pertaining to them, and (d) if the
person nominated by the Depositary is to be appointed in that manner as proxy, a brief statement as to the manner in which the Owner may
give voting instructions to the person nominated by the Depositary. Upon the written request of an Owner of record on the Voting Record Date
received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as
practicable and permitted under applicable law, the provisions of the Company’s Articles of Association and the provisions of the Deposited
Securities, to cause to be voted the Deposited Securities in accordance with the instructions set forth in such request.
Neither the Depositary nor the Custodian nor the nominee of either of them shall exercise any discretion as to voting and neither the
Depositary nor the Custodian nor the nominee of either of them shall vote or attempt to exercise the right to vote the Shares or other Deposited
Securities represented by American Depositary Shares except pursuant to and in accordance with such written instructions from Owners given
in accordance with Section 4.07 of the Deposit Agreement. Shares or other Deposited Securities represented by American Depositary Shares
for which no specific voting instructions are received by the Depositary from the Owner shall not be voted by the Depositary or its nominee but
may be directly voted by Owners in attendance at meetings of shareholders, subject to, and in accordance with, the provisions of Section 4.7 o
f
the Deposit Agreement and the Company’s Articles of Association.
For the avoidance of doubt, the appointment pursuant to Section 4.7 of the Deposit Agreement of a proxy by an Owner acting as agent
of the Depositary (or its nominee) shall constitute the appointed person as a proxy for the purposes of section 372 of the UK Companies Act
1985 and of the Articles of Association of the Company; whereas the appointment pursuant to Section 4.7 of the Deposit Agreement of an
Owner as a proxy by the Depositary (or its nominee) shall not constitute that Owner as such a proxy but shall instead confer on that Owner the
special rights and privileges accorded
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