19 May 2002

TO:

BLUESPARKS LIMITED, LIGHTSWITCH LIMITED, POWER SURGE LIMITED, SHOCKWAVE LIMITED, ELECTRICITY INVERCARGILL LIMITED AND THE POWER COMPANY LIMITED (together referred to in this notice as "Bluesparks & Others")
C/o - Russell McVeagh
Barristers & Solicitors
Facsimile: (09) 367 8596
AUCKLAND

NOTICE IS HEREBY GIVEN:

1. That on 19 May 2002 the Takeovers Panel made an order under section 32(4)(b) and section 33(d) of the Takeovers Act 1993 continuing to restrain Bluesparks & Others from taking any action that is or that may reasonably be expected to constitute a contravention of the Takeovers Code, namely asserting an entitlement to exercise voting rights, or exercising voting rights in Otago Power Limited obtained as a result of acceptances completed in respect of the offer despatched to shareholders on or about 11 May 2002, that Bluesparks & Others may have or may receive from shareholders other than in the following circumstances:
   1. Where Bluesparks & Others have, by acceptance of the initial offer made on or about 24 April 2002 by Bluesparks & Others for 20 percent of Otago Power Limited's shares and subsequent registration of the share transfers obtained ownership of the underlying shares in which event it may exercise rights in respect to those underlying shares; and

   2. After Bluesparks & Others' offer despatched to shareholders on or about 11 May 2002 has become unconditional.

2. That on 19 May 2002 the Takeovers Panel made an order under section 32(4)(a) and section 33(h) of the Takeovers Act 1993 for the purpose of securing compliance with this order, directing Bluesparks & Others forthwith send a letter, that has been approved by the Panel prior to its despatch to all Otago Power Limited's shareholders:
   1. Informing them that except as provided for in paragraph 1(a) and (b) of this order, Bluesparks & Others do not have power to exercise voting rights which arise from acceptance by any shareholder of the Bluesparks & Others' offer despatched to shareholders on or about 11 May 2002 until that offer has become unconditional, with an exception in respect of shareholders who have been paid as part of an acquisition under Bluesparks & Others' offer for the first 20%.

   2. Specifying that except as provided for in paragraph 1(a) and (b) of this order all shareholders who accept Bluesparks & Others' Code offer remain entitled to exercise the voting rights attaching to their shares until that offer has become unconditional.

This order expires at 5.00 p.m. on 9 June 2002

SIGNED for and on behalf of the )
Panel by the Acting Chairperson )