National Grid 2008 Annual Report Download - page 93

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 7054
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: 62
Description: EXHIBIT 2(A)
0/4461.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/461/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 7054
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: 62 Description: EXHIBIT 2(A)
0/4461.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/461/4*
limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the
Securities Act of 1933.
(a) ADSs may be maintained by the Depositary in book-entry form known as the “Direct Registration System” (“DRS”). Upon issuance
of ADSs, the ADSs of each Owner will be credited to the DRS account of each such Owner and in each such Owner’s name. Each Owner will
be given the option of (i) receiving a certificate representing its ADSs, (ii) transfering such ADSs to a broker designated by each and every
person or entity in whose name such ADSs are registered on the books of the Depositary or (iii) maintaining their ADSs in DRS.
(b) The Company understands that Profile is a required feature of DRS. Profile allows a participant of The Depository Trust Company
(“DTC”) claiming to act on behalf of the Owner of ADSs, to direct the Depositary to transfer to such DTC participant the ADSs designated by
such DTC participant without receipt by the Depositary of such prior written authorization from the Owner to transfer such ADSs.
(c) The Company understands the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is
claiming to be acting on behalf of an Owner is, in fact, authorized to act on behalf of such Owner. The Company and each Owner agree that the
Depositary shall have no liability for relying upon and complying with directions from a DTC participant as set forth above; and the Company
shall indemnify and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to
the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this
provision). For the avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation of liability and indemnification
with respect to reliance upon and compliance with instructions from the DTC participant even if the Depositary’s reliance on, and compliance
with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence,
willful misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to
the manner in which the Depositary carries out actual transfer of the ADSs which are the subject of the DTC participant’s instruction, which
transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way o
f
limitation, if a court determines that the transfer of ADSs pursuant to a DTC participant’s instruction without obtaining prior authorization from
the Owner constitutes negligence, the Depositary will nevertheless be protected under this subparagraph (c); on the other hand, in carrying out
such instructions, if the Depositary transfers ADSs from the wrong account or to the wrong DTC participant, the obligation to indemnify the
Depositary shall be determined in accordance with Sections 5.3 and 5.8 of the Deposit Agreement.
-20 -
24. DIRECT REGISTRATION SYSTEM.