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INSTITUTIONAL PRESENTATION

Financial and Operational Results

September 30, 2012

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Disclaimer

Statement on Future Declarations:

The forward-looking statements in this report related to the outlook for the business,

estimated financial and operating results and growth prospects of COMGAS are merely

projections and, as such, are based exclusively on management expectations regarding

future performance. These expectations depend substantially on market conditions and the

performance of the Brazilian economy, the business sector and the international markets,

and are therefore subject to change without prior notice.

Company Overview

History

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1872: The British company San Paulo Gas receives authorization toexplore the concession of public services of ilumination in SãoPaulo;

1912: The Canadian company Light assumes ownership;

1959: The company is nationalized and renamed CompanhiaPaulista de Serviços de Gás (Comgás);

1968: The joint-stock company is incorporated under the control of the city government and isnamed Comgás;

1984: Comgás is taken over by Companhia Energética de São Paulo (CESP), the state-ownedpower utility;

1996: The company goes public and is traded on the São Paulo Stock Exchange (Bovespa)beginning in 1997;

1999: PRIVATIZATION: The consortium formed by British Gas and Shell obtain a controlling stake in Comgás;

2010: Comgás is consolidated as Brazil’s largest natural gas distributor responsible for more than 30% of the sales of naturalgas in the country;

2011: Comgás reached customer 1,000,000;

2012: Cosan aquires 60.1% of Comgás’ social capital from British Gas (BG)

A Comgás é uma Companhia Regulada ...Comgás Highlights

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Premium asset located in a strategic concession

area

Substantial growth in the residential segment

Diversified client base

Impressive track record: Significant growth with

profibility and sound capital structure

Solid regulatory framework and transparent concession

scheme

Favorable prospects for natural gas in

Brazil

177 Cities

27% of Brazil’s GDP

Área de concessão

Segments (September 2012)

Residential: 1,178 thousand householders

Commercial: 11.1 thousand meters

Industrial: 1,012 meters

Cogeneration : 23 meters

Thermal Generation : 2 plants

NGV: 329 gas stations

Gas Brasiliano

PresidentePresidentePrudentePrudente

AraçatubaAraçatuba

S.J. Rio S.J. Rio PretoPreto

MaríliaMaríliaBauruBauru

CentralCentral(Araraquara)(Araraquara)

RibeirãoRibeirãoPretoPreto

FrancaFrancaBarretosBarretos

Natural GasSPS

RegistroRegistro

SorocabaSorocabaCOMGÁS

Concession Area

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Concession Area Advantages

Pipeline intersection (GASBOL, GASAN, GASPAL)

Short distance to supply (Santos Basin)

High demographic density

Population 29.6 Mi

Homes 8.2 Mi

Vehicles 10.0 Mi

POTENTIAL (approximate data)

Comgás: uma combinação de competências e princípiosComgás’ Shareholder Strucutre

SHELL BRAZIL HOLDING BV

6.34%

INTEGRAL INVESTMENTS

BV

71.91%

SHELL GAS BV

16.49%

BG SÃO PAULO INVESTMENTS

BV

83.51%

OTHER SHAREHOLDERS

(free float)

21.75%

SHELL BRAZIL HOLDING BV

6.34%

INTEGRAL INVESTMENTS

BV

11.86%

SHELL GAS BV

100%

OTHERSHAREHOLDERS

(free float)

21.75%60.05%

Previous Shareholder Structure Current Shareholder Structure(1)

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Listing of Comgás’ shares in the Stock Exchange: As inserted in the Edict of Privatisation and reflected in the Company’s Bylaws, Comgás is a publicly traded

company with it’s shares negotiated in the Stock Exchange, condition which must be maintained during the entire concession period.

Note (1): On November 5th, 2012, Cosan concluded the acquisition of a 60,05% of participation in Comgás from the BG Group for the sum amount of R$ 3.4 billion.

Comgás’ Shareholder Structure

Comgás: uma combinação de competências e princípiosComgás’ new controlling shareholder

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ABOUT COSAN

Cosan is one of the biggest private economic groups in Brazil, with business in energy and infrastrucutre segments;

Rumo Logística, Raízen, Cosan Lubrificantes e Especialidades and Radar Propriedades Agrícolas are companies which are part of the Group;

In the energy segment, Cosan forms a joint venture with Shell in Raízen:

One of the largest distributors of fuel in Brazil, with 4,600 Shell gas stations

Brazil’s largest and one of the world’s largest sugar, ethanol and cogeneration producers with 24 plants and a sugarcane grinding capacity of

65 million tons.

Largest sugar exporter in the world represented by Rumo Logística;

Along with Cosan Lubrificantes e Especialidades, Rumo Logística produces and distributes lubricants with the brands Mobil and Comma in Brazil

and in 3 other countries in South America and the United Kingdom;

With a pioneering iniciative in Brazil, Radar purchases, leases and sells arable land with high potential of valuation in the best regions of Brazil,

currently administrating over 150 thousand hectares of land.

Regulated framework

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Note: With the opening trading, in 2011, the users with consumption over 300,000 m3/month are considered potentially free.

Market CustomersResidential and Commercial

(small volumes)

Trading and distribution during the concession period

Other Markets Customers (large volumes)

Trading up to 12 years (starting on contract subscription

date) and distribution for the entire concession period

Production and Transportation:

ANP (Federal Parts)

..................

Distribution:

ARSESP (Government Parts)

www.arsesp.sp.gov.br

As a public service provider, Comgás’ activities

are regulated by ARSESP, a government

institution of São Paulo State, which delegated

to Comgás a 30-year term, starting in May 1999

for public service exploration with a one-time

renewal possibility for 20 more years.

REGULATED PRICES AND TARIFFS RULES

Tariff Settlement Process

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Maximum Margin Review

•Considering the WACC over

the Regulatory Asset Base +

Investments

•Operational Costs

•Depreciation

•Sales Volume

Maximum Pre-definedTariffs

(discounts may be applied)

• Initial Tariff Structure

includes:

Tariffs Readjustments

•Annual Margin adjustment

by inflation index (IGPM)

excluding the X Factor and

the K Factor:

•Gas Costs pass through

(comoddity & transport)

every May 31st (or

eventually before, as

defined by the regulator).

In Tariff Reviews, The X Factor and The K Factor

are also Defined

• X Factor: Fixed efficiency factor

to be considered in the PO annual

update. In this 3rd tariff cycle, the

X Factor was set at 0.82% per

year.

•K Factor: Adjustment factor that

compensates deviations from the

maximum margin earned

regarding the maximum margin

permitted. The K Factor was set

at 0.009991 R$/m3 in the 4th year

of the 3rd cycle.

The Concession Agreement foresees tariff reviews every 5 years

P gas + P transport +

Maximum Margin Average (P0)

= TariffP0 * (IGPM – X Factor) + K Factor

Tariff review for the 3rd Cycle (2009-2014):

P0 established in 0.3052 R$/m3

Commercialization Margin set at 1.9%

= + +

Fornecimento de Gás Natural: CONTRATOSNatural Gas Supply: Contracts

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Daily quantity contracted:

approximately 14.3 million m³/day, besides auction contracts.

Daily quantity demanded:

approximately 13.0 milllion m³/day upuntil September 2012.

Contracts TCQ Firm Contract Firm of Energy Auction Weekly Gas

Contract Models Firm Firm Firm of Energy Firm of Short Term Very Short Term

Gas Source Bolivian Undetermined Undetermined

Surplus of PB's contracts with

other distributors / thermal

power plants

Surplus of PB's contracts

with other distributors /

thermal power plants

DCQ

End of Contract Jun/19 Dec/13 Dec/12 Sep/13 Sep/13

Commodity +

Transportation

Fixed Charge +

Variable Charge

Fixed Charge +

Variable Charge

Transportation: annual

readjustment according to USA

Inflation: CPI

Fixed Charge: annual

readjustment by IGP-M

Fixed Charge: annual readjustment

by IGP-M

Commodity: quarterly correction

based on Oil Basket

+ Exchange Rate

Variable Charge: quarterly

correction based on Oil Basket

Variable Charge: quarterly

correction based on Oil Basket

according to bids

Price

8.10 MMm3/day for Aug/2012

forward

5.22 MMm3/day for Aug/2012

forward1.0 MMm³/day

4.17 MMm3/day until Oct 12

3.67 MMm3/day until Nov 12

According to the bid made by the Auction Winner

New Petrobras Auction Contracts (electronic platform)

Considers the demand presented by the distributors and the maximum in price each one is willing to pay.

1. Distributors insert their order in the system and Petrobras inserts theparameters of volume and price in the system;

2. Information on volume of the orders are visualized by all distributors andthe distributors dispute the volume offered;

3. Every month, three offers may be released by Petrobras: for 1 month, 2months and 3 months of supply.

1999 2011 CAGR (1999 - 2011)

R$ 341mm Net Revenue R$ 4,102mm 23%

1.3 bi m3 Volume 4.8 bi m3 11%

R$ 50mm CAPEX R$ 510mm 21%

2,500 km Network 8,000 km 10%

17 # Municipalities 70 12%

314,034 # Meters 836,222 8%

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Growth since Privatization

Segments

Volume (in million of m3)

CAGR (00-11)

10.1%

+4.9%

1,676

2,243

2,952

3,418

3,812

4,342

4,761

5,0695,253

4,261

4,910 4,835

3,8303,652

5,016

Industrial Segment: Sector Composition

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22.7%

19.1%

14.9%

12.6%

8.9%

7.1%

6.7%

3.9%

2.1%

1.0%

0.7%

0.2%

CHEMICAL / PETROCHEMICAL

CERAMICS

PAPER AND CELLULOSE

METALS / FOUNDRY AND NON FERROUS

GLASS / CRYSTALS

DRINKS / FOOD

AUTOMOTIVE / PNEUMATIC

TEXTILE / LAUNDRY / DRY CLEANING

OTHERS

STEEL SECTOR

PHARMACEUTICAL

ELECTRO / ELECTRONIC

Santos Basin Pre-Salt

CurrentExpansion

Comgás’ Concession Area

Geographic Expansion Indicated in Business Plan

Expansion activities simultaneously progressing in the cities inside the concession area

Targets for 2009-2014 period:

5,000km of network to be established

282km of network renewal

500k+ clients to be connected

15 working fronts simultaneously

1,000 direct employees and more than

4,000 indirect working on the expansion

Aims for excellence in operational safety

and integrity of the distribution network

Extensive field analysis and selection of

the best opportunities considering:

Distance from existing network

Demographic density

Economic profile and propensity for consumption

Perspective of future development

Potential for integration of various market segments

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Residential Segment

Key growth strategy for Comgás:

Geographic expansion, capturing the

existing potential and connecting around

100.000 clients per year

Increase average unit consumption by

optimizing and expanding customer base

High potential market, with growth driven by:

New real estate developments

Gas conversions in built residences

Large customer base with more than 1 million

residential clients

Alternative for LPG and electricity

Description Concession Area Potential(1,2)

(1) Potential to be updated by IBGE Census 2010(2) Concession area potential doesn’t consider organic growth(3) Considered in the plan to capture 100,000 clients per year

Apartments

Houses

already connected to NG

customers to be capturedcostumers not connectedmarket to be studied

(MM of households)

6,2

1,5

15

+ 45 thousand new buildings (launches/developments) to be captured(3)

59%13%8%

20%

2%

13%7%

78%

Industrial Segment

Comgás is present in all of the relevant industries in the concession area;

A diversified customer base with more than 1,000 corporate clients;

A multi-use product: from the production of heat and low-pressure steam to more complexprocesses;

Many advantages compared to other fuels:

No storage requirements

Environmental issues

Guarantee of supply

Low operational costs

Growth Strategy:

Maintain a strong consumer base with future growth in line with growth in GDP / industrialproduction

Approach small and medium enterprises (SMEs) to anchor expansion projects

Bring new industrial corporate clients into the concession area

Description

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Natural gas vehicle (NGV) may be used as fuel for both individual and mass transportation;

Stands out for savings and environmental benefits:

Currently, it is more cost competitive than gasoline and ethanol

Strong economic benefit for heavy users

Comgás is currently working with the government to implement public policies that shouldbenefit the sector:

Fiscal incentives (IPVA reduction)

Public transportation policy

Growth Strategy:

Project in development: use of NGV in public transportation and other heavy users

Description

Natural Gas Vehicle (NGV) Segment

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Other Markets

Over 11.1 thousand clients;

Focus on medium and large establishments;

Growth platform integrated with the expansion ofthe residential segment;

New applications have a high developmentpotential:

Emerging market with high consumptionpotential

Structure dedicated in developing nonconventional application development:acclimatization, commercial cogenerationand generation during peak hours

Commercial Thermal Generation and Cogeneration

Thermal Generation:

Demand depends on the level of thermaldispatch (determined by the government)

Back to back gas contracts

Cogeneration:

Industrial strategic decision aimingefficiency and energy security in themedium and long term

Sustainable growth depends on firm gassupply and price visibility vis-a-viselectricity

Market with a high potential development

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Financial and Operational Highlights

45 64 108 103

242

319

427 443 514

368 413

487

201237

690580

236

352

380

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 sep/11 sep/12

Net Income

107 177 347 330

549 668

860 925 1,035

838 928

1,107

600704

1,363 1,182

716

837

900

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 sep/11 sep/12

EBITDA

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Financial Charts (in million of R$)

CAGR (00-11)

24.2%

IFRS

Previous Accountability

CAGR (00-11)

23.7%

EBITDA Net Income

Note: Calculation of CAGR using previous accountability

Sep11-sep12

IFRS +18.1%Prev. Account. +7.9%

Sep11-sep12

IFRS +17.3%Prev. Account. +7.6%

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Highlights: 3rd Quarter of 2012

Residential segment: 90 thousand new households connected since the beginning of the year.

Continuous growth in volume: +10.2% (9M12 x 9M11) and +6.6% (3Q12 x 3Q11);

Investments: R$ 427 million invested in the first nine months of 2012, 17% above the amount

invested during the same period in 2011;

Network extensions: New record of 918 km built since the beginning of the year;

Settlement on the long term funding contract with the Brazilian Economic and Social Development

Bank (BNDES), in the sum amount of R$ 1.1 billion;

Industrial segment: growth of 2.5% compared to the last quarter, demonstrating the upturn of the

volume demanded during the quarter;

Market Announcement on 10/26/2012, informing that ARSESP authorized the transfer of 60.1% of

indirect participation held by BG to Cosan Provence Participações S.A. (company controlled by Cosan

S.A. Indústria e Comércio).

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Markets

Volume per segment (In thousands of m3)Meters per segment

* Thermal Generation not includedNote: UDA’s (Householders)

79.9%

7.1%5.9% 3.7% 2.2% 1.2%

56.6%

3.3% 2.4%

28.4%

9.1%

0.2%

Industrial Cogeneration NGV Residential Commercial Thermal Generation

74.5%

7.0%5.4% 3.9% 2.2%

7.1%

55.2%

4.6% 2.8%

27.6%

8.9%

0.9%

Industrial Cogeneration NGV Residential Commercial Thermal Generation

Volume Margin

Volume x Margin

9M11

9M12

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Note : Figures in IFRS

Financial Performance

In thousand of R$

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Financial Indicators

NOTE: Annualized Indicators (LAJIDA from the last 12 months)

25

528469

264

15329

12

-55

-157-230 -198

-128-5

150 204

360 362

dec-08 mar-09 jun-09 sep-09 dec-09 mar-10 jun-10 sep-10 dec-10 mar-11 jun-11 sep-11 dec-11 mar-12 jun-12 sep-12

Regulatory Current Account Balance Evolution

Balance of Gas Recoverable/ To be Passed On: Cash-Effect

R$

mill

ion

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D R$ 156 million

generated

D R$ 54 million

generated

DR$ 70

million generated

DR$ 2 million

generated

650

277 146 113 85

205

117

45 74 53

386

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 forward

Local Currency Foreign Currency

Estrutura de EndividamentoDebt Structure

Debt (1) (R$ thousand) Sep 12 Sep 11 Debt Amortization Schedule(1) (R$ million)

Debt Composition: Short Term/ Long Term Debt Composition

(1) Includes Debendetures and Derivatives

(2) EBITDA from the last 12 months

Debt in foreign

currency 100% and

fully hedged.

394

191 187138

386

855Short Term Debt 854,543 420,822

Long Term Debt 1,296,176 1,406,024

Total Debt 2,150,719 1,826,846

(-) Cash 143,048 172,021

(=) Net Debt 2,007,671 1,654,825

EBITDA(2) 820,388 869,022

Net Debt/EBITDA 2.4 1.9

Short Term Debt/Total Debt 0.4 0.2

EIB

25%

BNDES 39%

Others36%

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Sep12 Sep 11

ShortTerm 40%

Long Term 60%

ShortTerm 22%

LongTerm78%

2.5 2.6 2.93.3 3.6 3.9

4.5 4.9 5.15.7

6.26.9

8.0 7.48.9

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Sep 11 Sep 12

100

229200

230276

474426

397 403 406 405

508

427

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 sep/12

Investimentos

Main Projects:NETWORK EXTENSIONS (In thousands of Km):Taubaté

São José dos Campos II

Guarulhos

Mogi das Cruzes

Osasco II

São Bernardo do Campo

New projects:

Taboão da Serra

São João da Boa Vista

Investments

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+ 1,580 KM built in the last 12

months

Over R$ 4.5 billion invested during the period

R$ million

365

+17% 9M11 x 9M12

9M

11

71 municipalities

connected

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Shareholder Remuneration (in millions of R$)

PAY OUT

Previous Accounting

PAY OUT IFRS

NOTE: Payout calculated based on remuneration declared by the Company during the period.

11 1627 25

303 330 334275 268

427 450

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

17% 15%26%

10%

95%77% 75%

53%73%

104%92%

74%

190%

Market Performance (Jan - Sept 2012)

Financial Volume: Preferred Shares (CGAS5)

Ibovespa-4.27%Comgás PNA

4.02%

Comgás ON- 0.45%

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Investor Relationsinvestidores@comgas.com.brwww.comgas.com.br/en/investors

ROBERTO LAGE CFO and

IRO

PAULO POLEZITreasury and

Investor Relations

RENATA OLIVAInvestor Relations

Rua Olimpíadas, nº 205, 10º floor - Vila Olímpia - CEP 04551-000 / São Paulo - SP - Brazil

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