CERTIFICATION
REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002  I, Stéphane
Lefebvre, certify that: 1.I have reviewed this annual report on Form 40-F
of CAE Inc.; 2.Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; 3.Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the issuer as of, and for, the periods presented in this report; 4.The issuer’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the issuer and have: (a)designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared; (b)designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles; (c)evaluated the effectiveness of the issuer’s
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and (d)disclosed in this report any change in the
issuer’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer’s internal control over
financial reporting; and


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5.The issuer’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the issuer’s auditors and the audit committee of the
issuer’s board of directors (or persons performing the equivalent functions): (a)all significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the issuer’s ability
to record, process, summarize and report financial information; and (b)any fraud, whether or not material, that
involves management or other employees who have a significant role in the
issuer’s internal control over financial reporting. Date:   June
27, 2014 /s/ Stéphane Lefebvre Name: Stéphane Lefebvre Title:   Vice
President, Finance and 
Chief Financial Officer