Statement of reasons

This notice applies to acts or omissions occurring on or after 26 October 2009 and expires on 26 October 2014.

The Takeovers Panel (the Panel) has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to any person who is appointed a trustee of the Auckland Energy Consumer Trust and who, as a result of that appointment, becomes the holder or controller of an increased percentage of the voting rights in Vector Limited.

The notice effectively replaces the exemption in clause 4 of the Takeovers Code (Auckland Energy Consumer Trust) Exemption Notice 2004, which expired on 31 July 2009.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—

• every trustee of the Auckland Energy Consumer Trust who exercises control over voting rights in Vector Limited does so in his or her capacity as a trustee and is subject to the duties and obligations arising under the trust deed and at law:

• the Code is not intended to inhibit the governance arrangements for changes of trustees of consumer energy trusts:

• the shareholders of Vector Limited would not be disadvantaged by not having the opportunity to vote on the appointment of a new trustee at a meeting of shareholders, as the appointment would have no real effect on those shareholders.