National Grid 2008 Annual Report Download - page 92

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 57771
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: 61
Description: EXHIBIT 2(A)
0/4460.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/460/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 57771
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: 61 Description: EXHIBIT 2(A)
0/4460.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/460/4*
be disregarded for the purposes of calculating the 3 percent threshold, but the obligations of disclosure will still apply where such interests
exceed 10 percent or more of any class of the company’s relevant share capital and to increases or decreases through a whole percentage point
thereafter.
In addition, Section 212 of the U.K. Companies Act, 1985 provides that a public company may by written notice require a person whom
the company knows or has reasonable cause to believe to be, or to have been at any time during the three years immediately preceding the date
on which the notice is issued, interested in shares consisting of the company’s “relevant share capital” to confirm that fact or to indicate
whether or not that is the case, and where such person holds or during the relevant time had held an interest in such shares, to give such further
information as may be required relating to such interest and any other interest in the shares of which such person is aware.
Where notice is served by a company under the foregoing provisions on a person who is or was interested in shares of the company and
that person fails to give the company any information required by the notice within the time specified in the notice, the company may apply to
the English court for an order directing that the shares in question be subject to restrictions prohibiting, among other things, any transfer o
f
those shares, the taking up of rights in respect of such shares and, other than on liquidation, payments in respect of such shares.
A person who fails to fulfill the obligations imposed by Sections 198 and 212 of the Companies Act described above is subject to
criminal penalties.
(c) The Depositary agrees to use reasonable efforts to forward to any Owners at the request of the Company and at the Company’s
expense, any request by the Company for information and to comply with any instructions of the Company, to the extent reasonably
practicable, given to effectuate the foregoing restrictions. If the Company requests information from the Depositary or the Custodian, as the
registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the U.K. Companies Act, 1985, the
obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to
the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement.
Notwithstanding anything in the Deposit Agreement or this Receipt to the contrary, the Company and the Depositary each agrees that it
will not exercise any rights it has under the Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities in a manner
which would violate the U.S. securities laws, including, but not
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23. COMPLIANCE WITH U.S. SECURITIES LAWS.