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Niagara Mohawk
Holdings, Inc.
IF YOU WISH TO VOTE BY
TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW.
Niagara Mohawk Holdings, Inc. encourages
you to take advantage of voting your
shares electronically on matters to be
covered at the Special Meeting of
Shareholders on January 19, 2001.
Please take the opportunity to use one
of the three voting methods outlined
below to cast your ballot.
VOTE BY PHONE - (800) 250-9081
Use any touch-tone telephone to vote
your proxy 24 hours a day, 7 days a
week. Have your proxy card in hand when
you call. You will be prompted to enter
your Control Number, which is located
below, and then follow the simple
prompts that will be presented to you to
record your vote.
VOTE BY INTERNET -
HTTP://WWW.VOTEFAST.COM
Use the Internet to vote your proxy 24
hours a day, 7 days a week. Have your
proxy card in hand when you access the
web site. You will be prompted to enter
your Control Number, and then you can
follow the simple prompts that will be
presented to you to record your vote.
VOTE BY MAIL
Mark, sign and date your proxy card and
return it in the enclosed postage-paid
envelope or return to: Corporate
Election Services, P.O. Box 1150,
Pittsburgh, PA 15230-9954.
IF YOU VOTE BY PHONE OR BY USING THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY.
THANK YOU FOR VOTING.
CONTROL NUMBER:
PLEASE FOLD AND DETACH HERE Please mark your votes as this /X/
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NIAGARA MOHAWK HOLDINGS, INC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ADOPTION OF THE MERGER AGREEMENT:
Adoption of the Merger Agreement, dated as of September 4, 2000, as
amended on December 1, 2000, pursuant to which Niagara Mohawk Holdings,
Inc. will become a wholly-owned subsidiary of a successor to National Grid
Group plc:
For /_/ Against /_/ Abstain /_/
/_/ Please check this box if you plan to attend the Special Meeting of
Shareholders.
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SIGNATURE DATE
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SIGNATURE (JOINT OWNERS) DATE
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
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========================== A D M I S S I O N C A R D ==========================
NIAGARA MOHAWK HOLDINGS, INC. SPECIAL MEETING OF SHAREHOLDERS
- JANUARY 19, 2001 - 10:30 A.M.
PLEASE BRING THIS CARD TO THE SPECIAL MEETING. IT WILL
EXPEDITE YOUR ADMITTANCE WHEN PRESENTED UPON YOUR ARRIVAL.
/_/ Company employee
/_/ Company retiree
/_/ Invited guest representing:
--------------------------------
(Company, organization, etc.)
THE ONONDAGA COUNTY CONVENTION CENTER
800 SO. STATE STREET
SYRACUSE, NEW YORK 13202-3017
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PLEASE FOLD AND DETACH HERE
PLEASE FOLD AND DETACH HERE
NIAGARA MOHAWK HOLDINGS, INC.
300 Erie Boulevard West, Syracuse, New York 13202
The undersigned hereby appoints William F. Allyn, William E. Davis, Henry A.
Panasci, Jr., and Patti McGill Peterson and each or any of them, proxies of the
undersigned, with full power of substitution to represent and to vote, as
designated on the reverse side, and on any other business that may come before
the meeting, all the shares of Common Stock of the Corporation held of record by
the undersigned on November 29, 2000 at the Special Meeting of Shareholders to
be held on January 19, 2001 and at any adjournment(s) thereof. Said proxies are
instructed to vote for or against proposals, as indicated by the undersigned,
and in such proxies' discretion on any other business that may come before the
meeting.
If voting by mail, please date, sign exactly as your name appears on the form
and mail the proxy promptly. When signing as an attorney, executor,
administrator, trustee or guardian, please give your full title as such. If
shares are held jointly, both owners should sign.
(CONTINUED AND TO BE VOTED AND SIGNED ON REVERSE)
