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KPMG LLP  Chartered Accountants Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, Ontario M5H 2S5 Canada 

Telephone (416) 777-8500 Fax (416) 777-8818 Internet www.kpmg.ca 

## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Shareholders of Algonquin Power & Utilities Corp. 

We have audited the accompanying consolidated balance sheets of Algonquin Power & Utilities Corp. as of December 31, 2012 and December 31, 2011, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for the years then ended. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Algonquin Power & Utilities Corp. as of December 31, 2012 and December 31, 2011, and its consolidated results of operations and its consolidated cash flows for the years then ended in conformity with US generally accepted accounting principles 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Algonquin Power & Utilities Corp.’s internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 14, 2013 expressed an unqualified (unmodified) opinion on the effectiveness of Algonquin Power & Utilities Corp.’s internal control over financial reporting. 

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Chartered Accountants, Licensed Public Accountants Toronto, Canada March 14, 2013 

KPMG LLP, is a Canadian limited liability partnership and a member firm of the KPMG 

Network of independent member firms affiliated with KPMG International, a Swiss cooperative. KPMG Canada provides services to KPMG LLP. 

