National Grid Group plc - Annual General Meeting and Merger Update

23/07/2002

The Directors of National Grid are pleased to announce that the shareholders of National Grid duly passed all the resolutions that were proposed at today's Annual General Meeting, as set out in the notice of Annual General Meeting dated 29 May 2002.

Immediately following the conclusion of the Annual General Meeting, an Extraordinary General Meeting was held in relation to the proposed merger of National Grid with Lattice Group plc (“Lattice”) to form National Grid Transco plc (the “Merger”). The Directors of National Grid are pleased to announce that the shareholders of National Grid duly passed all the resolutions that were proposed, as set out in the notice of Extraordinary General Meeting dated 14 June 2002.

The Merger remains subject to the 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.

Voting on all special resolutions at the Annual General Meeting and the Extraordinary General Meeting was by way of poll and details of the poll voting are set out below. All other resolutions were passed on a show of hands.

Annual General Meeting special resolutions

13. To authorise the directors to allot shares for cash (disapplication of statutory pre-emption rights)

For: Against:
871,032,209 shares 9,804,697 shares

98.9% (of the shares voted)

1.1% (of the shares voted)

14. To authorise the directors to make market purchases of the Company’s shares

For: Against:
875,057,015 shares 3,431,445 shares

99.6% (of the shares voted)

0.4% (of the shares voted)

Extraordinary General Meeting special resolutions

2. To change the Company’s name to National Grid Transco plc

For: Against:
907,454,804 shares 4,173,883 shares

99.5% (of the shares voted)

0.5% (of the shares voted)

3. To adopt new articles of association of the Company

For: Against:
874,607,653 shares 3,641,844 shares

99.6% (of the shares voted)

0.4% (of the shares voted)

5. To authorise the directors to allot shares for cash (disapplication of statutory pre-emption rights)

For: Against:
904,218,754 shares 5,909,790 shares

99.3% (of the shares voted)

0.7% (of the shares voted)

6. To authorise the directors to make market purchases of the Company’s shares

For: Against:
907,480,421 shares 3,821,911 shares

99.6% (of the shares voted)

0.4% (of the shares voted)

Copies of the resolutions passed at the Extraordinary General Meeting will shortly be available for inspection at the Document Viewing Facility, UK Listing Authority, Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.