AECON GROUP INC 31 INDEPENDENT AUDITORS REPORT March 12 2013 Independent Auditors Report To the Shareholders of Aecon Group Inc We have audited the accompanying consolidated fnancial statements of Aecon Group Inc and its subsidiaries which comprise the consolidated balance sheets as at December 31 2012 and December 31 2011 and the consolidated statements of income comprehensive income changes in equity and cash fows for the years then ended and the related notes which comprise a summary of signifcant accounting policies and other explanatory information Managements responsibility for the consolidated fnancial statements Management is responsible for the preparation and fair presentation of these consolidated fnancial statements in accordance with International Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of consolidated fnancial statements that are free from material misstatement whether due to fraud or error Auditors responsibility Our responsibility is to express an opinion on these consolidated fnancial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated fnancial statements are free from material misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated fnancial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated fnancial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated fnancial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management as well as evaluating the overall presentation of the consolidated fnancial statements We believe that the audit evidence we have obtained in our audits is suffcient and appropriate to provide a basis for our audit opinion Opinion In our opinion the consolidated fnancial statements present fairly in all material respects the fnancial position of Aecon Group Inc and its subsidiaries as at December 31 2012 and December 31 2011 and their fnancial performance and their cash fows for the years then ended in accordance with International Financial Reporting Standards Chartered Accountants Licensed Public Accountants PricewaterhouseCoopers LLP PwC Tower 18 York Street Suite 2600 Toronto Ontario Canada M5J 0B2 T 1 416 863 1133 F 1 416 365 8215 wwwpwccomca PwC refers to PricewaterhouseCoopers LLP an Ontario limited liability partnership