NATIONAL GRID PLC
Proposal 1
ACQUISITION OF PPL WPD INVESTMENTS LIMITED: THAT, CONDITIONAL UPON THE PASSING OF RESOLUTION 2 (INCREASED BORROWING LIMIT), THE ACQUISITION BY THE COMPANY OF PPL WPD INVESTMENTS LIMITED, AS DESCRIBED IN THE CIRCULAR TO THE SHAREHOLDERS OF THE COMPANY DATED 31 MARCH 2021, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN THE SHARE PURCHASE AGREEMENT BETWEEN THE COMPANY, NATIONAL GRID HOLDINGS ONE PLC AND PPL WPD LIMITED DATED 17 MARCH 2021 (AS AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME) (THE "SHARE PURCHASE AGREEMENT") (THE "WPD ACQUISITION"), TOGETHER WITH ALL ASSOCIATED AGREEMENTS AND ANCILLARY ARRANGEMENTS, BE AND ARE HEREBY APPROVED, AND THAT THE DIRECTORS OF THE COMPANY (THE "DIRECTORS") (OR A DULY AUTHORISED PERSON) BE AUTHORISED TO: (I) TAKE ALL SUCH STEPS, EXECUTE ALL SUCH AGREEMENTS, AND MAKE ALL SUCH ARRANGEMENTS, TO IMPLEMENT OR IN CONNECTION WITH THE WPD ACQUISITION; AND (II) AGREE AND MAKE ANY AMENDMENTS, VARIATIONS, WAIVERS OR EXTENSIONS TO THE TERMS OF THE WPD ACQUISITION OR THE SHARE PURCHASE AGREEMENT AND/OR ALL ASSOCIATED AGREEMENTS AND ANCILLARY ARRANGEMENTS RELATING THERETO (PROVIDING SUCH AMENDMENTS, VARIATIONS, WAIVERS OR EXTENSIONS ARE NOT OF A MATERIAL NATURE), IN EACH CASE WHICH THEY IN THEIR ABSOLUTE DISCRETION CONSIDER NECESSARY OR APPROPRIATE
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 2
INCREASED BORROWING LIMIT: TO APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION 1 (ACQUISITION OF PPL WPD INVESTMENTS LIMITED), IN ACCORDANCE WITH ARTICLE 93.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION, BORROWINGS BY THE COMPANY AND/OR ANY OF ITS SUBSIDIARY UNDERTAKINGS (AS CALCULATED IN ACCORDANCE WITH ARTICLE 93) NOT EXCEEDING GBP 55,000,000,000, SUCH APPROVAL TO APPLY INDEFINITELY
Caisse vote:
For
Applicable policy or principle:
PC_02