Statement of reasons

The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to Mr Kenneth Charles Collings in respect of his appointment as a trustee of the Tauranga Energy Consumer Trust (TECT) on 9 July 2002, which by operation of rule 6(2)(b) of the Code resulted in him being deemed to hold or control an increased percentage of the voting rights in TrustPower Limited (TrustPower).

The Takeovers Panel has granted an exemption from rule 6(l) of the Code to a person who is appointed as a trustee of TECT if the appointment will result in the person being deemed to hold or control (by the operation of rule 6(2)(b) of the Code) an increased percentage of voting rights in TrustPower. This exemption applies to acts or omissions occurring on or after 1 March 2003.

This notice expires on 28 February 2008.

The Takeovers Panel considers that it is appropriate to grant the exemption because Mr Collings, and any other person who, as a trustee of TECT, exercises control over voting rights in TrustPower,-

• •does so in the capacity of trustee of TECT; and

• •is subject to duties and obligations arising under the deed of trust of TECT and at law.

The Takeovers Panel considers that it is appropriate to also grant a retrospective exemption for the appointment of Mr Collings because it is satisfied that neither Mr Collings nor the trustees of TECT were aware of the application of the deeming provisions of the Code to the election of trustees at the time of his election.

The Takeovers Panel considers that the exemption is consistent with the objectives of the Code because the cost of obtaining the approval of shareholders of TrustPower other than TECT or its associates to the appointment of a trustee of TECT is not justified when the appointment would not, in substance, represent any change in the control of TECT's shares in TrustPower.