National Grid PLC — AGM Information 2016

Jul 25, 2016

Company No: 4031152

RESOLUTIONS OF NATIONAL GRID plc ('the Company')

The following Resolutions were passed, each by means of a poll, by the members of the Company at the Annual General Meeting held on 25 July 2016, at the ICC, Broad Street, Birmingham, B1 2EA:

AUTHORITY TO ALLOT SHARES

(Ordinary Resolution. No.18)

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To authorise the Directors generally and unconditionally, in accordance with Section 551 of the 2006 Act, to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £142,321,321.

This authority shall expire at the earlier of the close of the next AGM and 25 October 2017 except that the Directors shall be entitled, at any time prior to the expiry of this authority, to make an offer or enter into an agreement which would, or might, require shares to be allotted or subscription or conversion rights to be granted after such expiry and the Directors may allot shares or grant rights in accordance with such offer or agreement as if the authority conferred had not expired

TO DISAPPLY PRE-EMPTION RIGHTS

(Special Resolution. No.19)

Subject to the passing of resolution 18 set out above, to authorise the Directors, in accordance with Section 570 of the 2006 Act, to allot equity securities wholly for cash, Including a sale of treasury shares, as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to

• (i) any such allotment or sale in connection with a pre-emptive offer, and
• (ii) any such allotment or sale, otherwise than pursuant to a pre-emptive offer, of equity securities up to an aggregate nominal value of £42,696,396

This authority shall expire at the earlier of the close of the next AGM and 25 October 2017 except that the Directors shall be entitled, at any time prior to the expiry of this authority, to make an offer or enter into an agreement which would, or might, require equity securities to be allotted wholly or partly after such expiry and the Directors may allot equity securities in accordance with such offer or agreement as if the authority conferred had not expired

AUTHORITY TO PURCHASE OWN ORDINARY SHARES

(Special Resolution. No. 20)

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To authorise the Company generally and unconditionally, for the purpose of Section 701 of the 2006 Act, to make market purchases of its ordinary shares provided that

• (i) the maximum number of ordinary shares that may be acquired is $374,682,662$ being 10% of the Company's issued share capital (excluding treasury shares) as at 18 May 2016,
• (ii) the minimum price per share that may be paid for any such shares is 11 17/43 pence, and
• (iii) the maximum price per share that may be paid for any such shares is not more than the higher of (a) an amount equal to 105% of the average market value for an ordinary share, as derived from the London Stock Exchange Official List, for the five business days prior to the day on which the purchase is made, and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System

This authority shall expire at the earlier of the close of the next AGM and 25 October 2017 except that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would, or might, be executed wholly or partly after such expiry and to purchase shares in accordance with such contract as if the authority conferred had not expired

NOTICE OF GENERAL MEETINGS

(Special Resolution. No.21)

To authorise the Directors to call a general meeting of the Company, other than an AGM, on not less than 14 working days' notice

Alice Morgan Assistant Company Secretary