Shareholders Approve Scheme of Arrangement

At a Meeting today convened by the Court, held immediately following the conclusion of the Annual General Meeting, ordinary shareholders approved the Scheme of Arrangement under Section 425 of the Companies Act 1985 (as amended) by which the Merger is to be implemented (the “Scheme”) . A copy of the Scheme was set out in the Shareholder Circular dated 14 June 2002 which contained the Notice of Court Meeting.

The vote was by way of a poll and Lloyds TSB Registrars acting as Scrutineer have confirmed that the result is as follows:

Resolution passed at Extraordinary General Meeting

At an Extraordinary General Meeting of the ordinary shareholders which followed immediately after the conclusion of the Court Meeting, the resolution as set out in the Notice of Extraordinary General Meeting contained in the Shareholder Circular dated 14 June 2002 was passed as a special resolution on a show of hands.

The resolution is for the purpose of enabling the implementation of the Scheme and amending the Company’s Articles of Association.

The Merger remains subject to the approval of shareholders of National Grid on 23 July 2002, sanction of the Lattice Scheme by the High Court, and the satisfaction of a number of conditions including regulatory consents and approvals. National Grid and Lattice remain confident that the Merger will complete during autumn 2002.

After the meetings, Sir John Parker, Chairman of Lattice said:

'The Board of Lattice welcome the overwhelming support shown by the Latticeshareholders for the Merger with National Grid. Our focus is nowto obtain the required regulatory approvals swiftly and to further ourdetailed plans to create a leading international energy deliverycompany.'

Copies of all resolutions will be available from the Document Viewing Facility of the UK Listing Authority, 25 The North Colonnade, Canary Wharf, London from 4pm tomorrow, 16 July 2002.

Notes to Editors

Resolutions passed at the Annual General Meeting were as follows:

(1) receipt of annual report and accounts for the 15 months ended 31 March 2002;
(2) receipt of the Board Remuneration report;
(3) re-appointment of Mr Colin Matthews;
(4) re-appointment of Mr Stephen Pettit;
(5) re-appointment of Mr Nick Woollacott;
(6) re-appointment of Mr Steve Lucas;
(7) re-appointment of Mr John Wybrew;
(8) re-appointment of Mr George Rose;
(9) re-appointment and remuneration of auditors; and
(10) authority for the Company to make market purchases of ordinary shares within the meaning of Section 163(3) of the Companies Act 1985 (as amended).