Management statement

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 Chief Financial Officer of Snam S.p.A. respectively, certify, taking into account Article 154-bis, paragraphs 3 and 4 of Legislative Decree 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 2015.

2. The administrative and accounting procedures for the preparation of the consolidated financial statements at 31 December 2015 were defined and their adequacy was assessed using the 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 2015::

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.

As of 2015, the Directors’ Report includes information on sustainability in accordance with guidelines on integrated reporting (IIRC – International Integrated Reporting Council).

4. With regard to the preventative measure of judicial administration notified to the subsidiary Italgas S.p.A. on 11 July 2014 by the Court of Palermo and revoked by means of an order of the same court dated 29 June 2015, sufficient disclosure is provided in Note 24 “Guarantees, commitments and risks” of the Notes to the consolidated financial statements. For the purpose of this certification, it should be stated that the administration of the business and economic assets and goods of Italgas S.p.A. was carried out by the court-appointed collegiate body until 8 July 2015 and by the Italgas Board of Directors appointed on 9 July 2015 by the Company’s Shareholders’ Meeting as at that date.

16 March 2016