National Grid 2008 Annual Report Download - page 87

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 34483
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: 56
Description: EXHIBIT 2(A)
0/4455.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/455/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 34483
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: 56 Description: EXHIBIT 2(A)
0/4455.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/455/4*
under the Company’s Articles of Association to ADR Proxies (as defined in those Articles of Association).
Notwithstanding anything in Section 4.7 or in Section 6.1 of the Deposit Agreement to the contrary, the Depositary and the Company
may modify, amend or adopt additional voting procedures at any time or from time to time as they determine may be necessary or appropriate.
There can be no assurance that Owners generally or any Owner in particular will receive the notice described in Section 4.7 of the
Deposit Agreement sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in
accordance with the provisions set forth in Section 4.7 of the Deposit Agreement.
In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value,
change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization,
merger or consolidation, or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the
Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities
under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the
new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In
any such case the Depositary may, and shall if the Company shall so request, execute and deliver additional Receipts as in the case of a
dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities.
Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to
any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law of the United States or any other
country, or of any other governmental or regulatory authority, or by reason of any provision, present or future, of the Memorandum and
Articles of Association of the Company, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the
Company or any of their respective directors, employees, agents or affiliates shall be prevented or forbidden from or be subject to any civil or
criminal penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement it is provided shall be done
or performed; nor shall the Depositary, the Company or any of their respective directors,
- 14 -
17. CHANGES AFFECTING DEPOSITED SECURITIES.
18. LIABILITY OF THE COMPANY AND DEPOSITARY.