Deloitte

INDEPENDENT AUDITOR’S REPORT TO THE COMMISSIONERS OF THE NEW ZEALAND COMMERCE COMMISSION AND THE DIRECTORS OF POWERCO LIMITED

Report in relation to the Financial Statements

We have examined the attached financial statements prepared by Powerco Limited of Powerco Limited – Gas Division dated 23 February 2012 on pages 1 to 22, which comprise the balance sheet as at June 30, 2011, and the income statement and statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information. The financial statements have been prepared for the purposes of regulation 6 of the Gas (Information Disclosure) Regulations 1997 (the Regulations).

Board of Directors’ Responsibility for the Financial Statements

The Board of Directors are responsible for the preparation of these financial statements in accordance with the financial reporting provisions of the Regulations and for such internal control as the Board of Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion that, having made all reasonable enquiries, to the best of our knowledge, that the financial statements have been prepared in accordance with the requirements of the Regulations based on our audit.

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, Powerco Limited.

Opinion

We have examined the attached financial statements of Powerco Limited – Gas Division for the year ended 30 June 2011, dated 23 February 2012 for the purposes of the Gas (Information Disclosure) Regulations 1997.

We certify that, having made all reasonable enquiries, to the best of our knowledge, those financial statements have been prepared in accordance with the requirements the Gas (Information Disclosure) Regulations 1997.

Basis of Accounting and Restriction on Distribution and Use of Report

Without modifying our opinion, we draw attention to the accounting policies of the financial statements, which describes the basis of accounting. The financial statements are prepared to assist Powerco Limited to comply with the financial reporting provisions of the Regulations. As a result, the financial statements may not be suitable for another purpose. Our report is intended solely for the Directors of Powerco Limited and the Commissioners of the New Zealand Commerce Commission and should not be used by parties other than these specified.