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337

CERTIFICATION OF THE FINANCIAL

STATEMENTS PURSUANT TO ART, 81-TER

OF CONSOB REGULATION 11971 DATED 14

MAY 1999 AND SUBSEQUENT AMENDMENTS

AND ADDITIONS

1. The undersigned Valerio Battista, as Chief Executive Officer, and Carlo Soprano and Andreas Bott, as managers responsible for

preparing the corporate accounting documents of Prysmian S,p,A,, certify, also taking account of the provisions of paragraphs

3 and 4, art, 154-bis of Italian Legislative Decree 58 dated 24 February 1998, that during 2014 the accounting and administrative

processes for preparing the financial statements:

• have been adequate in relation to the business's characteristics and,

• have been effectively applied.

2. The adequacy of the accounting and administrative processes for preparing the financial statements at 31 December 2014 has

been evaluated on the basis of a procedure established by Prysmian in compliancewith the internal control framework published

by the Committee of Sponsoring Organizations of the Treadway Commission, which represents the generally accepted standard

model internationally.

3. They also certify that:

3.1 The financial statements at 31 December 2014:

a. have been prepared in accordance with applicable international accounting standards recognised by the European Union under

Regulation (EC) 1606/2002 of the European Parliament and Council dated 19 July 2002;

b. correspond to the underlying accounting records and books of account;

c. are able to provide a true and fair view of the issuer's statement of financial position and results of operations.

3.2 The directors' report contains a fair review of performance and the results of operations, and of the issuer's situation, together

with a description of the principal risks and uncertainties to which it is exposed.

Milan, 25 February 2015

Valerio Battista

Carlo Soprano Andreas Bott

CHIEF EXECUTIVE OFFICER

MANAGERS RESPONSIBLE

FOR PREPARING CORPORATE

ACCOUNTING DOCUMENTS