Comgás is a natural gas distribution company operating in São Paulo, Brazil. It has experienced significant growth since privatization in 1999. Comgás' strategic plan focuses on expanding its gas distribution network through new infrastructure projects within its concession area to capture additional residential, commercial, and industrial customers. The plan involves connecting over 500,000 new clients and building 5,000 km of new pipelines by 2014. Capturing growth in the residential segment is a key priority. Comgás also aims to diversify its industrial customer base and bring new corporate clients into its service area.

1. 1
Comgás Presentation
APIMEC | December 15, 2011
São Paulo - SP

2. HistóricoAgenda
2
1. Company Overview
2. Operational & Financial Highlights
3. Strategic Planning
4. Migration to “Novo Mercado”

3. 3
1.Company Overview

4. HistóricoA Successful Equity Story
4
 The English company
“San Paulo Gas
Company” was
authorized to explore
the concession of
public lighting services
in São Paulo
18721
 The Canadian
company “Light”
acquires the company
19122
 The administration of
the company was
transferred to the city
of São Paulo and the
company was named
as “Comgás”
19684
 1996: Comgás became
a publicly-listed
company
 1997: Comgás’ shares
started to be traded
on the Bovespa stock
exchange
1996/19976
 Largest Brazilian gas
distributor,
responsible for more
than 30% of natural
gas’ sales in the
country
20108
 The company was
nationalized and was
named as “Companhia
Paulistana de Serviços
de Gás (Comgás)”
19593
 The control was
transferred to the
state-owned company
“Companhia
Energética de São
Paulo (CESP)”
19845
 Privatization: Comgás
was acquired by the
consortium formed by
British Gas and Shell
 Beginning of a 30-year
concession
(renewable for
additional 20 years)
19997
 # 1,000,000
residential customers
20119

5. Área de concessãoComgás at a Glance
5
What is Comgás
R$ 341mm
1999
1.3 bi m3
R$ 50mm
2,500km
17
314,034
R$ 4,095mm
2010
4.9 bi m3
R$ 405mm
6,900km
68
767,214
Net Revenue
Volume
Capex
Network
# Municipalities
# Meters
25%
CAGR
(1999-2010)
13%
21%
10%
13%
8%
Growth Since Privatization
More than 1 million residential customers
Concession area comprising 177 cities (São Paulo,
Campinas, baixada Santista e Vale do Paraíba) – 27% of
Brazil’s GDP(1)
30-year concession renewable for additional 20 years
Largest distributor of piped natural gas in Brazil
Notes:
(1) Approximate and potential values.

6. Área de concessãoComgás at a Glance (Cont’d)
6
Key Figures (3Q11)
7,692 kmNetwork R$ 4,085mmNet Revenue
Operational Financial (LTM)(1)
819,907 unitsMeters R$ 875mmEBITDA
1,063,364 unitsUDAs (1) R$ 328mmNet Income
4.9 bi/m3Volume (LTM) (1) R$ 501mmCapex
Notes:
(1) LTM (Last Twelve Months) until September 30, 2011.
(2) UDAs (autonomous residential units).

7. A Comgás é uma Companhia Regulada ...Comgás Highlights
7
Premium asset located
in a strategic concession
area
Substantial growth in the
residential segment
Diversified client base
Impressive track record:
significant growth with
profitability and sound
capital structure
Solid regulatory framework
and transparent concession
scheme
Favorable prospects
for natural gas in
Brazil

8. Área de concessãoStrategic Concession Area
8
Premium Asset Located in a Strategic Concession Area
Gas Brasiliano
Gás Natural
SPS
COMGÁS
Supply and Demand Location
Santos Basin
Concession Area
Comgás’ Concession Area
Highlights
Intersection of pipelines (GASBOL, GASAN, GASPAL)
Short distance to the natural gas supply (Santos Basin)
High population density
100% of gas demand contracted
Customers (3Q11)
Residential: 1.1 mm UDAs (1)
Commercial: 10.2 thousand
Industrial: 1.0 thousand
Thermal Gen.: 2 plants
Cogeneration: 23 meters
NGV: 360 gas stations
Concession Area (2)
27% Brazil’s GDP
Population: 29.6 mm
Households: 8.2 mm
Vehicles: 10.0 mm
Notes:
(1) UDAs (autonomous residential units).
(2) Approximate and potential values.
State of São Paulo
Drilled well
Campos Basin
Pre-salt reserves
Production field
Exploration block
Espírito Santo Basin
Existing NetworkTransmission pipeline Network in Expansion Main Highways Network Under Study
LULA

9. Comgás: uma combinação de competências e princípiosComgás: a Regulated Company
9
ARSESP: The sewage and power regulatory agency of the
State of São Paulo
3rd cycle tariff review (2009-2014): regulatory WACC of
9.55%
5-year margin review with annual inflation readjustments
(IGP-M), X Factor (efficiency) and K Factor (volume mix
deviations)
All operating expenses compose the regulatory asset base
Gas and transportation costs: pass-through
Difference captured in the current account,
periodically adjusted by Selic
Overview Concession of Public Services
Small Volumes
(Residential and
Commercial
Consumers)
Exclusivity in commercialization and
distribution throughout the whole
concession period
Large Volumes
(Other
Consumers)
Distribution: exclusivity throughout
the whole concession period (98.1%
of margin)
Commercialization: possibility of
new agents competing 12 years after
the signing of the concession
contract (1)
Notes:
(1) Starting in 2011, clients with a gas consumption over 300,000 m3 per month can be considered free consumers. Therefore, they can use any other commercialization
agent.
Solid Regulatory Framework and Transparent Concession Scheme

10. Comgás: uma combinação de competências e princípiosSponsorship From Top Sector Players
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
21.75%
10
The Comgás’ controlling shareholder is Integral Investments, which has as main shareholders the BG Group and Shell with a stake
of 83.5% and 16.5%, respectively.
Current Shareholders’ Structure of Comgás
Presence in Brazil since 1994
Operates in more than 20 countries in
the energy market (Exploration and
Production, Liquefied Natural Gas,
Transmission and Distribution, Power
Generation)
Presence in Brazil since 1913
Main activities: distribution of oil
products, operations in the gas and
power sectors, exploration and offshore
production

11. 60.00
70.00
80.00
90.00
100.00
110.00
120.00
130.00
140.00
Dec-10 Feb-11 Mar-11 May-11 Jul-11 Aug-11 Oct-11 Dec-11
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
A Comgás é uma Companhia Regulada …Market Performance and Corporate Governance
11
LTM Comgás Share Price Performance Corporate Governance
( Index = 100 as of December 13, 2010)
29,0%30,7% (16,8%)LTM Performance
Class of Shares
Allows the existence of common shares
(voting rights) and preferred shares (non-
voting rights)
Board of
Directors
9 members (minimum requirement is 3
members)
2 independent board seats (currently only
1 seat occupied)
Tag Along 80% only for ON shares
Sarbanes
Oxley (1)
Comgás already has comparable standard
of SOX procedures in place
Note:
(1) Standard not required by BM&FBovespa corporate governance segments or the Brazilian Corporate Law.
(2) Includes the volume related to ON shares and PN shares.
Source: BM&FBovespa and Factset as of December 13, 2011.
Base 100
Volume
(R$mm) BMF&Bovespa
Level Traditional (“Lei das S.A.”)
Volume CGAS(2) CGAS ON CGAS PN IBOV

12. 12
2.Operational & Financial Highlights

13. Área de concessãoHistorical Volume
13
Volume (MM/m3) Industrial Segment: Volume Breakdown by Sector (9M11)
2.7%
4.0%
4.4%
6.6%
7.1%
8.0%
10.7%
16.2%
17.1%
23.1%
Others
Textile, Laundy
& Dry Cleaning
Steel
Automotive
Food & Beverage
Mining and non-
ferrous
Crystal Glasses &
Glassware
Pulp & Paper
Ceramics
Chemical /
Petrochemical
1,676
2,243
2,952
3,418
3,812
4,342
4,761
5,069
5,253
4,261
4,910
3,623 3,652
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 9M10 9M11
Industrial Cogeneration NGV Resid. & Commer. Thermal Gen.

14. 8,885
9,265
9,760 9,568
10,206
6.7%4.3% 5.3%
2008 2009 2010 3Q10 3Q11
620,191
692,448
756,080 735,967
808,314765,103
869,138
977,750 945,327
1,063,364
12.5%12.5%13.6%
2008 2009 2010 3Q10 3Q11
Evolution of Meters
14
Residential Segment (Meters and UDA’s) (1)
Notes:
(1) UDAs (autonomous residential units).
Growth rate UDA’s (%)Meters UDA’s(1)
Commercial Segment
Meters Growth rate (%)

15. Área de concessãoFinancials Summary
15
Net Revenues (R$ mm)
EBITDA (R$ mm) Net Income (R$ mm)
Gross Profit (R$ mm)
3,989 4,116 4,095
3,045 3,035
2008 2009 2010 9M10 9M11
871961
1,267
1,147
1.366
1,672 1,520
1,108
1,147
2008 2009 2010 9M10 9M11
1,035
838
934
727
600
835
1,363 1,188
913
2008 2009 2010 9M10 9M11
Previous Accounting Method (normalized for current account)IFRS
514
368 413
333
201
690
580
453
352
2008 2009 2010 9M10 9M11

16. Área de concessãoInvestments
16
Capex (R$ mm) Network Extension (in ‘000 km)
365
269
405406403397
426
100
229
200
230
276
474
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 9M10 9M11
7.7
6.9
6.2
5.7
5.1
4.9
2.6
2.9
3.3
3.6
3.9
4.5
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 3Q11
35.5%

17. Área de concessãoHistorical High Payout Ratio
17
Dividend Payout (R$ mm)
Notes:
(1) Announced Dividends and Juros Sobre Capital Próprio; non-audited numbers.
(2) Dividends calculated based on previous accounting method until 2009 and considering announced dividends.
Dividend(2) Payout Ratio (%)
450427
268
275
334
11 16
27 25
303
330
95%
17% 15%
26%
10%
77% 75%
53%
73% 74%
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
(1)

18. Área de concessãoDebt Overview
18
Overview
Debt Breakdown: Short / Long-Term Debt Debt Composition by Lender (R$ mm)
Debt Schedule (R$ mm)
Local CurrencyForeign Currency
EIB
28%
BNDES
57%
Others
15%
LT Debt
78%
ST Debt
22%
Jun/11 Sep/11
LT Debt
80%
ST Debt
20%
Notes:
(1) European Investment Bank.
(1)
358
246 221
187
74 77
187
29
66
393
20
5
1 ano 2 anos 3 anos 4 anos 5 anos + 6 anos
378
251
408
216
140
470Debt denominated
in foreign currency
is fully hedged
3Q11 Debt Overview (R$ mm)
Short Term Debt 378
Long Term Debt 1,486
Total Debt 1,864
(-) Cash & Marketable Securities 172
(=) Net Debt 1,692
Net Debt / EBITDA LTM 1.9x
Net Debt / Book Value of Equity 1.4x

19. 3. Strategic Planning

20. Growth Avenues
Integrated growth strategy
– Capture of all business opportunities within a region (industrial, NGV, residential and
commercial)
Expansion projects in regional fronts
– Optimize the use of resources leading to scale and efficiency gains
Competitive edge of natural gas if compared to other energy sources
Possible increase in natural gas competitiveness
– Possible change in supply/demand natural gas balance, following recent upstream
discoveries in the pre-salt
Integrated,
regional
expansion within
the concession
area
More than R$ 2,0 billion(1) in Capex programme between 2009 and 2014
Expansion activities driven by low volume / high margin residential and
commercial latent potential but anchored by remaining industrial loads
opportunities
All regulatory targets are being achieved and committed plan will be fully
delivered
Capex Plan for
the next years
1
2
(1) Real Terms 2009, as per Regulatory Business Plan (2009-14 cycle)
20

21. Santos’ Basin
Pré-Sal
Current
Expansion
Comgás’ Concession Area
Geographic Expansion Indicated in the Business Plan
Expansion activities simultaneously progressing in
the cities of 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
21

22. Industrial Segment
Comgás is present in all the relevant industries in the concession area
A diversified customer base, more than 1,000 corporate clients
A multi-use product: from heat and low-pressure steam production to more complex processes
Advantages compared to other fuels:
No storage requirements
Environmental issues
Guarantee of supply
Low operational cost
Growth Strategy:
Maintain a strong consumer base with future growth in line with growth in GDP / industrial production
Approach small and medium enterprises (SMEs) to anchor expansion projects
Bring new industrial corporate clients into the concession area
Description
22 (1) Data as of August, 2011

23. 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 com growth
driven by:
New real estate developments
Gas conversions in built residencies
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 update as per IBGE Census 2010
(2) Concession area potential doesn’t consider organic growth
(3) Considered in the plan to achieve 100.000 clients per year
Apartment
Houses
59%
13%
8%
20%
2%
13%
7%
78%already connected to NG
customers to be captured
not connected customers
unachievable market
(MM of households)
6.2
1.5
23
+ 45,000 new buildings (launch) to be captured(3)

24. Natural gas vehicular (NGV) may be used
as fuel for both individual and mass
transportation
Stands out for savings and environmental
benefits
Today more cost competitive than gasoline
and ethanol
Strong economic benefit for heavy users
Comgás is currently working with
government in the implementation of
public policies that should favor the sector
Fiscal incentives (IPVA reduction)
Public transportation policy
Growth Strategy
Project currently under way: use of NGV in
bus fleet and other heavy users (trucks)
Description Benchmarking Analysis: October, 2011
Natural Gas Vehicle (NGV) Segment
Prices (R$)
Cost per Km (R$)
Payback (months)(1)
Note:
(1) Assumptions: i) Consumption: NGV 12km/l, Alcohol 7km/l, Gasoline 10 km/l ii) Cost of gas equipment: R$ 5,200 iii) Traveled km per month: 5,00024
6.20
6.64
vsGasoline vsEthanol
1.32 1.87
2.78
NGV Ethanol Gasoline
0.11
0.27 0.28
NGV Ethanol Gasoline

25. Other Markets
More than 10,200 clients
Focus in medium to large establishments
Growth platform integrated with expansion
of residential segment
High development potential of new
applications:
Market in early stage of development
with high consumption potential
Dedicated structure to develop non
conventional applications
development : acclimatization,
commercial cogeneration and
generation at peak hours
Commercial Thermal Generation and Cogeneration
Thermal Generation:
Demand depends on the level of
thermal dispatch
Back to back gas contracts
Cogeneration :
Industry strategic decision aiming
efficiency and energy security in the
medium and long term
Sustainable growth is dependent on
firm supply of gas and visibility of
prices vis-a-vis electricity
Market with a high development
potential
25

26. 4. Migration to “Novo Mercado”

27. Tag along for ONs 80% 80% 100% 100%
Tag along for PNs 100% n.a.1
Minimum free float of 25% P P P
Minimum of 20% of independent members on the Board P P
Financials in IFRS P P P P
Disclosure of transactions involving controlling shareholders or
management (quarterly financial information) P P P P
Special vote for preffered shareholders P n.a.
1
Annual Calendar of Corporate Events P P P
Maximum of 2 years mandate for Board Members, allowing re-
election P P P
Arbitrage Board P P
Summary of Corporate Governance Levels on Bovespa
(1) Not applicable (“n.a.”) due to the absence of preferred shares in “Novo Mercado” listing segment
Source: “Novo Mercado”, “Nível 1” and “Nível 2” listing regulation by BM&FBovespa and Brazilian Corporate Law
Nova Lei
das SAs
Status Quo
Of all companies listed in differentiated governance levels, 125 are at the “Novo Mercado”, 19
at“Nível 2” and 38 at “Nível 1”
27

28. (1) Due to the liquidity increase and the presence at the “Novo Mercado” listing segment of BM&FBovespa, other utility companies (listed at NM) have
in average 10 research analysts currently covering its shares . Comgás currently is covered by 4 active research analysts
Shares listed at the highest governance level of BM&FBovespa – acknowledge by investors as today’s
market standards, same rights and transparency for all shareholders (only voting shares)
Better exposure to the banks' research analysts , and consequently increase in exposure to the general
finance community(1) – possibility to access a more vast universe of investors, increasing the company’s
capability of accessing the Capital Markets
Potential for value uplift through a re-rating, as happened in past migrations to “Novo Mercado”
Increase in the share liquidity (one type of share), concentrating the liquidity of the current two types of
shares into one type of share
New governance standards: i) guarantee of 20% of independent board members , ii) 100% tag along to all
shareholders, iii) complete information of all corporate events to shareholders
Benefits of a Potential Migration to “Novo Mercado”
28

29. 2011 TIM 0.84 P2
2011 Ultrapar 1.00
2010 Anhanguera 1.00
2010 ALL 1.00
2010 Mahle 1.00 P
2009 Paranapanema 1.00 P2
2008 lochpe-Maxion 0.83 P
2008 Estacio 1.00
2008 Equatorial 1.00
2007 Hering 1.00 P
2007 Romi 0.90 P
2007 Magnesita 0.83 P
2006 BR Foods 1.00 P
2006 Embraer 1.00
Average 0.96
Median 1.00
Year Company
Conversion Ratio:
ON shares per 1 PN
share
Aditional
Dividends of
10%1
Source: Factset/Economatica for stock prices. Bloomberg Data for Company Actions (CACS tool). CVM Website for GM events.
Notes:
(1) Companies which the bylaws granted an additional 10% dividend to the PN shareholders when compared to ON shareholders, same case as
Comgás
(2) TIM and Paranapanema bylaws granted an additional 6% dividend to its PN shareholders when compared to ON shareholders
(3) WEG and Portobello are not being considered in the analysis due to some specificities for each regarding the period screening and recent
events at the moment of the migration (WEG migration was followed by an acquisition announcement which polluted the analysis; for
Portobello, the migration was not followed by a liquidity event to increase liquidity - still around 10% of free-float)
(4) “Fato Relevante”(Material Fact) as of December 2, 2011
Previous Migrations to “Novo Mercado”
“Studies conducted by
the Company’s principal
shareholders and
Management show that a
conversion at a ratio of
one ordinary share to
each preferred share of
the Company is in the
best interest of the
Company and its
shareholders.”4
29

30. Área de concessãoDisclaimer
30
The forward-looking statements in this report related to the
outlook for the business, estimated financial and operating
results and growth prospects of COMGÁS 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.

31. COMPANHIA DE GÁS DE SÃO PAULO - COMGÁS

32. 32
Appendix

33. The tariff structure is
composed by 3
components:
Gas cost (pass
through)
Transport cost (pass
through)
Average maximum
margin (“P0”) defined
by the regulator
during the tariff
revision
Regulated Tariff
Comgás: uma combinação de competências e princípiosComgás: a Regulated Company (Cont’d)
33
Main Aspects of the Concession Contract
Annual readjustment of
distribution margin by the
inflation rate (IGP-M),
excluding the “X Factor”
and the “K Factor”
Annual adjustment of the
tariff according to the gas
and transportation costs
accounted yearly on May
31st (or eventually before,
subject to the regulator)
The review considers:
WACC over the
regulatory asset base
and investments
Operational expenses
Depreciation
Sales volume
Occurs every 5 years
Maximum Margin Review
“X Factor”: efficiency
factor determined by the
regulator considered in
the annual adjustment of
the “P0”
The “X Factor”
determined in the 3rd
tariff cycle is 0.82%
p.a.
“K Factor”: adjustment
factor that compensates
deviations in the effective
maximum margin in
relation to the authorized
maximum margin
= +
“X Factor” and “K Factor”Annual Tariff Readjustments

34. Comgás: uma combinação de competências e princípiosNatural Gas Supply: Contracts
34
Contracts
Contracts TCQ Firm Contract Firm of Energy Auction Weekly Sale
Contract Models Firm Firm Firm of Energy Firm of Short Term Short Term
Gas Source Bolivian Not Determined Not Determined
Exceeding contracts of PB
with others
distributor/thermal power
plants
Exceeding contracts of PB
with others
distributor/thermal power
plants
Daily Contract Quantity
8.75mm m3/day until oct/11
8.10mm m3/day until jun/19
4.3mm m3/day 1.0mm m3/day 3.2mm m3/day According to the bids
End of Contract Jun/19 Dec/13 Dec/12 Mar/12 Mar/12
Price
Commodity + Transportation
Fixed Charge +
Variable Charge
Fixed Charge +
Variable Charge
According to the auction
According to the offered
bid and the acceptance
from Petrobras
Commodity: quarterly
adjusted based on Oil
Basket (Brent) +
Exchange Rate
Transport: annual
adjustment according to
USA inflation rate (CPI)
Fixed Charge: annual
adjustment by IGP-M
inflation rate
Variable Charge:
quarterly adjustment
based on Oil Basket
Fixed Charge: annual
adjustment by IGP-M
inflation rate
Variable Charge:
quarterly adjustment
based on Oil Basket
TCQ Contract: Current contracted daily volume of Bolivian gas is 8.75mm m3/day, which will be periodically reduced
until it reaches the volume of 8.10mm m3/day in August 2012
Firm Contract: Contracted daily volume of 4.27mm m3/day, which will be periodically increased until it reaches the
volume of 5.22mm m3/day in August 2012
Firm of Energy Contract: Petrobras supplies natural gas or indemnifies clients of the additional costs incurred due to the
consumption of an alternative fuel. Gas supply may be interrupted at the discretion of Petrobras, but with no risk of
supply cuts for Comgás consumers. Petrobras will also bear the cost of the financial impacts incurred by Comgás and its
clients in question

35. Área de concessãoCurrent Account
35
Regulatory Current Account (R$ mm)
Current Account
(5)
1229
153
264
469
528
(55)
(157)
(230)
(198)
(128)
4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11
REGULATORY CURRENT ACCOUNT
Compensation mechanism used to
reimburse the company or the
state in case the real cost of gas
differs from the cost used for
tariffs
Monthly calculated by the
regulator. However only
adjusted once a year (May)
Difference between the
cost of gas used for tariffs
and the real cost of gas
incurred
The balance is debited / credited
in a regulatory account
The effect of the regulatory
current account is considered only
for tax purposes, it is excluded
from financial accounting (IFRS)
Main implications: volatility in the
company’s results