Statement from management

Certification of the consolidated financial statements pursuant to Article 154-bis, paragraph 5 of Legislative Decree 58/98 (Consolidated Finance Act)

1. The undersigned Carlo Malacarne and Antonio Paccioretti, as Chief Executive Officer and Officer responsible for the preparation of the financial reports of Snam S.p.A. respectively, certify, taking into account Article 154-bis, paragraphs 3 and 4 of Legislative Decree No. 58 of 24 February 1998:

• the adequacy, considering the Company’s characteristics, and
• the effective implementation

of the administrative and accounting procedures for the preparation of the consolidated financial statements during the course of 2014.

2. The administrative and accounting procedures for the preparation of the consolidated financial statements at 31 December 2014 were defined and their adequacy was assessed using rules and methods in line with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, which represents a benchmark framework for the internal control system generally accepted at international level.

3. It is also certified that:

3.1 The consolidated financial statements at 31 December 2014:

a) were prepared in accordance with the applicable international accounting standards recognised in the EU pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002;

b) are consistent with the accounting records and ledgers;

c) are able to provide a true and fair view of the financial position, results of operations and cash flows of the issuer and of the companies included in the scope of consolidation.

3.2 The Directors’ Report includes a reliable analysis of the operating performance and results, as well as the position of the issuer and of all the companies included in the scope of consolidation, together with a description of the principal risks and uncertainties to which they are exposed.

4. With regard to the preventative measure of judicial administration of which subsidiary Italgas was notified by the Court of Palermo on 11 July 2014, pursuant to Article 34, paragraph 2 of Legislative Decree 159/2011, it should be pointed out that adequate information can be found in the “Main events” section of the Directors’ Report and in Note 24 – “Guarantees, commitments and risks”.

3 April 2015