National Grid 2016 Annual Report Download - page 190

General meetings
AGMs must be convened each year within six months of the
Company’s accounting reference date upon 21 clear days’ advance
written notice. Under the Articles, any other general meeting may
be convened provided at least 14 clear days’ written notice is
given, subject to annual approval of shareholders. In certain limited
circumstances, the Company can convene a general meeting by
shorter notice. The notice must specify, among other things, the
nature of the business to be transacted, the place, the date and
the time of the meeting.
Rights of non residents
There are no restrictions under the Articles that would limit the rights
of persons not resident in the UK to vote in relation to ordinary shares.
Disclosure of interests
Under the Companies Act 2006, National Grid may, by written notice,
require a person whom it has reasonable cause to believe to be or
to have been, in the last three years, interested in its shares to provide
additional information relating to that interest. Under the Articles,
failure to provide such information may result in a shareholder losing
their rights to attend, vote or exercise any other right in relation to
shareholders’ meetings.
Under the UK Disclosure Rules and Transparency Rules, there is also
an obligation on a person who acquires or ceases to have a notifiable
interest in shares in National Grid to notify the Company of that fact.
The disclosure threshold is 3% and disclosure is required each time
the person’s direct and indirect holdings reach, exceed or fall below
each 1% threshold thereafter.
The UK City Code on Takeovers and Mergers imposes strict
disclosure requirements with regard to dealings in the securities
of an offeror or offeree company, and also on their respective
associates, during the course of an offer period. Other regulators
in the UK, US and elsewhere may have, or assert, notification or
approval rights over acquisitions or transfers of shares.
Depositary payments to the Company
The Depositary reimburses the Company for certain expenses it
incurs in relation to the ADS programme. The Depositary also pays
the standard out-of-pocket maintenance costs for the ADSs, which
consist of the expenses for the mailing of annual and interim financial
reports, printing and distributing dividend cheques, electronic filing
of US federal tax information, mailing required tax forms, stationery,
postage, facsimile and telephone calls. It also reimburses the
Company for certain investor relationship programmes or special
investor relations promotional activities. There are limits on the
amount of expenses for which the Depositary will reimburse the
Company, but the amount of reimbursement is not necessarily tied
to the amount of fees the Depositary collects from investors. For the
period 1 April 2015 to 18 May 2016, the Company received a total
of $1,948,523.97 in reimbursements from the Depositary consisting
of $1,277,966.88 and $670,557.09 received in October 2015 and
February 2016 respectively. Fees that are charged on cash dividends
will be apportioned between the Depositary and the Company,
see below.
Any questions from ADS holders should be directed to The Bank
of New York Mellon at the contact details on page 207.
Description of securities other than equity securities:
depositary fees and charges
The Bank of New York Mellon, as the Depositary, collects fees,
by deducting those fees from the amounts distributed or by selling
a portion of distributable property, for:
• delivery and surrender of ADSs directly from investors depositing
shares or surrendering ADSs for the purpose of withdrawal or
from intermediaries acting for them; and
• making distributions to investors (including, it is expected,
cash dividends).
The Depositary may generally refuse to provide fee attracting services
until its fees for those services are paid.
Persons depositing or
withdrawing shares must pay: For
$5.00 per 100 ADSs (or portion
of 100 ADSs)
Issuance of ADSs, including issuances
resulting from a distribution of shares
or rights or other property; cancellation
of ADSs for the purpose of withdrawal,
including if the Deposit Agreement
terminates; and distribution of securities
distributed to holders of deposited
securities that are distributed by
the Depositary to ADS holders.
Registration or transfer fees Transfer and registration of shares on
our share register to or from the name
of the Depositary or its agent when they
deposit or withdraw shares.
Expenses of the Depositary Cable, telex and facsimile transmissions
(when expressly provided in the Deposit
Agreement); and converting foreign
currency to dollars.
Taxes and other governmental charges
the Depositary or the Custodian has to
pay on any ADS or share underlying an
ADS, for example, stock transfer taxes,
stamp duty or withholding taxes
As necessary.
The Company’s Deposit Agreement under which the ADSs are issued
allows a fee of up to $0.05 per ADS to be charged for any cash
distribution made to ADS holders, including cash dividends. ADS
holders who receive cash in relation to the 2015/16 final dividend
will be charged a fee of $0.02 per ADS by the Depositary prior to
distribution of the cash dividend.
Documents on display
National Grid is subject to the filing requirements of the Exchange Act,
as amended. In accordance with these requirements, we file reports
and other information with the SEC. These materials, including this
document, may be inspected during normal business hours at our
registered office 1–3 Strand, London WC2N 5EH or at the SEC’s
Public Reference Room at 100 F Street, NE, Washington, DC 20549.
For further information about the Public Reference Room, please call
the SEC at 1-800-SEC-0330. Some of our filings are also available on
the SEC’s website at www.sec.gov.
Events after the reporting period
There have been no material events affecting the Company since
the year end.
Exchange controls
There are currently no UK laws, decrees or regulations that restrict the
export or import of capital, including, but not limited to, foreign exchange
control restrictions, or that affect the remittance of dividends, interest
or other payments to non UK resident holders of ordinary shares except
as otherwise set out in Taxation on page 190 and except in respect of
the governments of and/or certain citizens, residents or bodies of certain
countries (described in applicable Bank of England Notices or European
Union Council Regulations in force as at the date of this document).
188 National Grid Annual Report and Accounts 2015/16 Additional Information
Shareholder information continued