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Articles of Association of National Grid Plc As Amended by Special Resolution on 26 July 2021 (Incorporated on 11 July 2000)

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Articles of Association of National Grid Plc As Amended by Special Resolution on 26 July 2021 (Incorporated on 11 July 2000) Articles of Association of National Grid plc as amended by special resolution on 26 July 2021 (Incorporated on 11 July 2000) Ref: L-309674 Table of contents Article Page Introduction ...................................................................................................................................... 1 1 Default Articles and other standard regulations do not apply ......................................... 1 2 The meaning of the Articles ................................................................................................. 1 3 Shareholders’ Liabilities ....................................................................................................... 5 4 Fractions of shares ............................................................................................................... 5 5 The power to reduce capital ................................................................................................. 6 6 Buying back shares .............................................................................................................. 6 7 The special rights of new shares ........................................................................................ 6 8 The Directors’ power to deal with shares ........................................................................... 7 9 Power to pay commission and brokerage .......................................................................... 7 10 No trusts or similar interests recognised ........................................................................... 7 11 Uncertificated shares ............................................................................................................ 8 12 Certificates ............................................................................................................................. 8 13 Replacement share certificates ........................................................................................... 9 14 Changing the special rights of shares .............................................................................. 10 15 More about the special rights of shares ........................................................................... 10 16 Transfer forms ..................................................................................................................... 11 17 Transferring shares in certificated form ........................................................................... 11 18 Refusing to register certain transfers ............................................................................... 11 19 Overseas branch registers ................................................................................................. 12 20 More provisions on uncertificated shares ........................................................................ 12 21 If a shareholder dies ........................................................................................................... 13 22 Registering personal representatives ............................................................................... 13 23 A person who wants to be registered must give notice .................................................. 13 24 Transfers by a person who is automatically entitled to a share by law ........................ 13 25 The rights of people automatically entitled to shares by law ......................................... 14 26 Shareholders who cannot be traced ................................................................................. 14 A43967191 i 27 The Annual General Meeting .............................................................................................. 15 28 Notice of General Meetings ................................................................................................ 15 29 Class meetings .................................................................................................................... 17 30 Moving a General Meeting at short notice ........................................................................ 17 31 Satellite meeting places ..................................................................................................... 18 32 Combined physical and electronic General Meetings .................................................... 19 33 Attending and taking part in General Meetings ............................................................... 20 34 Speaking and voting at General Meetings ........................................................................ 20 35 The chair of a General Meeting .......................................................................................... 20 36 Security and other arrangements at General Meetings .................................................. 21 37 Overflow meeting rooms .................................................................................................... 21 38 The quorum needed for General Meetings ....................................................................... 21 39 The procedure if there is no quorum ................................................................................ 22 40 Adjourning General Meetings ............................................................................................ 22 41 Amending resolutions ........................................................................................................ 23 42 Proxies, Corporate Representatives and Directors speaking at General Meetings ..... 23 43 All votes decided on a poll ................................................................................................. 23 44 How a poll is taken .............................................................................................................. 24 45 Timing of a poll .................................................................................................................... 25 46 The effect of a declaration by the chair ............................................................................ 25 47 The votes of shareholders ................................................................................................. 25 48 Shareholders who owe us money ..................................................................................... 26 49 Votes of shareholders who are of unsound mind ............................................................ 26 50 The votes of joint holders .................................................................................................. 26 51 Suspending shareholder rights on non-disclosure of interest ...................................... 26 52 Completing proxy forms ..................................................................................................... 28 53 Delivering completed proxy forms .................................................................................... 29 54 Cancelling a proxy’s authority ........................................................................................... 30 55 Representatives of companies .......................................................................................... 30 A43967191 ii 56 Challenging votes ............................................................................................................... 30 57 The number of Directors .................................................................................................... 31 58 Qualification to be a Director ............................................................................................. 31 59 Directors’ fees...................................................................................................................... 31 60 Special pay........................................................................................................................... 31 61 Directors’ expenses ............................................................................................................ 31 62 Directors’ pensions and other benefits ............................................................................ 32 63 Appointing Directors to various posts ............................................................................. 32 64 Retiring Directors ................................................................................................................ 33 65 Eligibility for re-election ..................................................................................................... 33 66 Re-electing a Director who is retiring ............................................................................... 33 67 Electing two or more Directors .......................................................................................... 33 68 People who can be Directors ............................................................................................. 33 69 Filling vacancies and appointing extra Directors ............................................................ 34 70 Removing and appointing Directors by an ordinary resolution ..................................... 34 71 When Directors are disqualified ........................................................................................ 34 72 Directors’ meetings ............................................................................................................. 35 73 How Directors’ meetings are called .................................................................................. 35 74 Quorum ...............................................................................................................................
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