Statements from management

Certification of the condensed interim financial statements pursuant to Article 154-bis, paragraph 5 of Legislative Decree 58/1998 (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 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 condensed interim financial statements at 30 June 2015, during the first half of 2015.

2. The administrative and accounting procedures for the preparation of the condensed interim financial statements at 30 June 2015 and the assessment of their adequacy were carried out using the rules and methods set out in line with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission, a benchmark framework for the internal control system generally accepted internationally.

3. It is also certified that:

3.1 The condensed interim financial statements at 30 June 2015:

a) were prepared in accordance with the applicable international accounting standards recognised in the European Community 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 interim directors’ report includes a fair review of the references to important events which occurred during the first six months of the year and their impact on the condensed interim financial statements, together with a description of the main risks and uncertainties for the remaining six months of the year. The interim directors’ report also includes a fair review of the information about significant transactions with related parties.

4. The preventative measure of judicial administration, of which the subsidiary Italgas S.p.A. was notified by the Court of Palermo on 11 July 2014, was revoked by the same court on 29 June 2015; adequate information in this regard has been provided in Note 18 “Guarantees, commitments and risks” in the notes to the condensed interim consolidated financial statements. For the purposes of this certification, it should be noted that the assets and the economic and entrepreneurial activities of Italgas S.p.A. were administered by the court-appointed collective administrative body until 8 July 2015, and from 9 July 2015 by the new Italgas Board of Directors, appointed on the same date by the company’s Shareholders’ Meeting.

When the administration measure ended, the Board of Directors asked the independent auditors, in view of the fact that the company was managed by the judicial authorities during the first half of 2015, and that the panel of judicial administrators did not issue certification for the activity carried out in the first six months of 2015, to carry out a full audit on accounting data for the first half of 2015. For this purpose, Italgas drew up a set of interim financial statements to 30 June 2015, using the same accounting criteria and standards used to prepare the annual financial statements. Accordingly, for the data of the first half-year, in addition to the controls usually performed, the controls that would normally be applied to the annual financial statements were implemented and assessed.

28 July 2015