National Grid 2008 Annual Report Download - page 91

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 63461
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: 60
Description: EXHIBIT 2(A)
0/4459.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/459/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 63461
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: 60 Description: EXHIBIT 2(A)
0/4459.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/459/4*
Notwithstanding any other provision of the Deposit Agreement, the Memorandum and Articles of Association of the Company or
applicable English law, each Owner and Beneficial Owner agrees to be bound by and subject to applicable provisions of the U.K. Companies
Act, 1985 and the Memorandum and Articles of Association of the Company, summarized below, to the same extent as if such Owner and
Beneficial Owner held Shares directly. The Company has informed the Depositary that the following information is accurate as the Depositary
has made no independent investigation regarding such information.
(a) A holder of Shares in the Company may lose the right to vote its Shares if it or any other person appearing to be interested in shares
held by it fails to comply within a prescribed period of time with a request by the Company under the U.K. Companies Act, 1985 to give
certain information with respect to past or present ownership or interests in such Shares. In the case of holders of more than 0.25% in nominal
amount of the share capital of the Company (or any class thereof), in addition of disenfranchisement, the sanctions that may be applied by the
Company include withholding of the right to receive payment of dividends and other monies payable on, and restrictions on transfers of the
relevant Shares.
(b) Section 198 of the U.K. Companies Act, 1985 provides that a person (including a company and other legal entities) that acquires an
interest of 3 percent or more of any class of shares (including through American Depositary Receipts) comprised in an English public
company’s “relevant share capital” (i.e., the Company’s issued share capital carrying the right to vote in all circumstances at a general meeting
of the Company) is required to notify the company of its interest within two business days following the day on which the obligation arises.
After the 3 percent level is exceeded, similar notifications must be made in respect of increases or decreases through a whole percentage point.
For purposes of such notification obligation, the interest of a person in shares means any kind of interest in shares including interests in
any shares (a) in which a spouse, or child or stepchild under the age of 18, is interested, (b) in which a corporate body is interested and either
(i) that corporate body or its directors generally act in accordance with that person’s directions or instructions or (ii) that person controls one-
third or more of the voting power of that corporate body or (c) in which another party is interested and the person and that other party are
parties to a “concert party” agreement under Section 204 of the U.K. Companies Act, 1985. A concert party agreement is one which provides
for one or more parties to acquire interests in shares of a particular company and imposes obligations or restrictions on any one of the parties as
to the use, retention or disposal of such interests acquired pursuant to such agreement and any interest in the company’s shares is in fact
acquired by any of the parties pursuant to the agreement. Certain interests (e.g., those held by certain investment fund managers) may
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22. DISCLOSURE OF INTERESTS.