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Institutional Presentation

Financial and Operational Results

December 31, 2011

Company Overview

History

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1872: The British company San Paulo Gas receivesauthorization to explore the concession of public services ofilumination in São Paulo;

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 governmentand is named Comgás;

1984: Comgás is taken over by Companhia Energética de São Paulo (CESP), the state-owned power 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 ofnatural gas in the country;

2011: Comgás reached customer 1,000,000.

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 (December 2011)

Residential: 1.088 thousand householders

Commercial: 10.4 thousand meters

Industrial: 1.002 meters

Cogeneration : 23 meters

Thermal Generation : 2 plants

NGV: 357 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’ main shareholder is Integral Investments, in which BG Group and Shell Group hold 83.5% and16.5% of shares respectively:

Comgás: uma combinação de competências e princípiosComgás: Combination of Strength and Principles

SHELL BRAZIL HOLDING BV

6.34%

INTEGRAL INVESTMENTS BV

71.91%

SHELL GAS BV

16.49%

BG SÃO PAULO INVESTMENTS BV

83.51%

OTHERS(free float)

21.75%

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Operating in Brazil since 1994:Operations in more than 20

countries. Experience in Exploration & Production, Liquefied Natural Gas,

Transmission & Distribution and Power Generation.

Operating in Brazil since 1913: Experiencie in Distribution of

Petroleum Components, Operations in the Gas Sector, Power &

Exploration and Offshore Production.

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 0.006453 R$/m3 in the 2nd 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%

Firm GSA: The daily quantity of Bolivian gas contracted is 8.75 million m³/day. This quantity will reduce periodically until the volume of 8.10 million m3/day is

reached in August 2012.

Interruptible Agreement: The daily quantity contracted is of 4.27 million m³/day. This quantity will raise periodically until the volume of 5.22 million m³/day

is reached in August 2012.

Firm Flexible Agreement: Under this type of agreement, Petrobras supplies natural gas or indemnifies clients for the additional costs incurred due to the

consumption of an alternative fuel. Petrobras may decide to interrupt gas supply, but without any risk of there not being an alternative fuel available for

Comgás clients. All financial impacts incurred to Comgás and to clients due to this sort of operation will be covered by Petrobras.

Fornecimento de Gás Natural: CONTRATOSNatural Gas Supply: Contracts

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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

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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Residential Segment

Key growth strategy for Comgás:

Geographic expansion, capturing the existing potential and maintaining the connection level

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 residences

Large customer base with more than 1 million residential clients;

Alternative for LPG and electricity

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

More than 10.3 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

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Segments

Volume (in millions of m3)

CAGR10.1%

Industrial Segment: Diversified Portfolio (2011)

1,676 2,243 2,952 3,418 3,812 4,342 4,761 5,069 5,253 4,261 4,910 4,835

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Financial Graphics (in millions of R$)

NOTE: The Calculation of the CAGR is Based on the Use of Previous Accountability

1.676

2.243

2.952

3.418

3.812

4.342

4.761

5.069 5.253

4.261

4.910 4.779

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

Volume

IFRSPrevious Accountability

CAGR23.7%

107 177 347 330

549 668

860 925 1,035

838 928

1,107

1,363 1,182

716

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

EBITDA

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Financial Graphics (in millions of R$)

NOTE: The Calculation of the CAGR is Based on the Use of Previous Accountability

1.676

2.243

2.952

3.418

3.812

4.342

4.761

5.069 5.253

4.261

4.910 4.779

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

Volume

IFRS

Previous Accountability

IFRS

Previous AccountabilityCAGR24.2%

107 177

347 330

549 668

860 925

1.035

838 928

1.107

1.363 1.182

716

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

LAJIDA

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Highlights – December 2011

Record Expansion: More than 1.1 thousand kilometers of network installed during the period;

Strong growth in Comgás client base, more than 69 thousand meters connected in 2011;

Record investments of R$ 510 million during the year;

R$ 450 million were declared throughout the year in the form of dividends and interest on equity;

The rating agency, Moody’s, confirmed a Baa3 issuer rating in local currency on the global scale and

Aa1.br issuer rating on the national scale;

Possibility of migration to Bovespa's Novo Mercado, corporate governance highest, which was

announced by the Company at the end of the year through a Relevant Fact;

Extraordinary Readjustment: ARSESP (Regulatory Agency), readjusted Comgás’ tariff’s from 3.27% to

11.20% according to the segment and consumed volume. There was no tariff readjustment for

residential costumers.

Operational Performance

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Continuous growth in the residential segment,more than 109 thousand householdersconnected this year;

Bigger diversification of natural gas applicationsin the commercial segment (acclimitization);

Sales volume reached an average distributionof 13 million m³/day;

Total volume grew 3.8% without consideringthe thermal generation segment (back to backcontracts).

3.8%

2.1%

Volume withoutThermal Generation(in millions of m3)

4Q10 4Q11 2010 2011

756,080

977,750

9,760 982 2 23 367

767,214824,457

1,087,705

10,381 1,002 2 23 357

836,222

RESIDENTIAL UDA's COMMERCIAL INDUSTRIAL THERMAL GENERATION COGENERATION AUTOMOTIVE TOTAL

2010 2011

9.0%

11.2%

6.4% 2.0% 0% 0% -2.7%

9.0%

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Meters per Segment

(Ho

use

ho

lder

s)

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Volume per Segment (In thousands of m³)

*Excluding Thermal Generation

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Volume x Margin

2010

2011

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Financial Performance

In thousands of R$

1,067,984 1,097,862 1,050,216 -2.7% 1.7% 4,102,660 4,095,343 0.2%

-833,143 -814,483 -677,148 2.3% 23.0% -2,996,617 -2,575,560 16.3%

234,841 283,379 373,068 -17.1% -37.1% 1,106,043 1,519,783 -27.2%

-117,250 -96,867 -102,752 21.0% 14.1% -387,744 -331,809 16.9%

-1,496 219 -1,483 -783.1% 0.9% -2,015 -6,446 -68.7%

116,095 186,731 268,833 -37.8% -56.8% 716,284 1,181,528 -39.4%

-63,437 -60,860 -53,976 4.2% 17.5% -240,595 -209,702 14.7%

-19,234 -66,174 -33,900 -70.9% -43.3% -159,960 -134,590 18.8%

33,424 59,697 180,957 -44.0% -81.5% 315,729 837,236 -62.3%

35,155 40,397 127,322 -13.0% -72.4% 236,139 579,980 -59.3%

155,400 122,703 -72,391 26.6% -314.7% 380,205 -259,594 -246.5%

270,456 312,169 201,146 -13.4% 34.5% 1,107,120 927,693 19.3%

137,719 121,381 79,544 13.5% 73.1% 487,075 408,648 19.2%

Financial Results

NET INCOME

NET INCOME

CURRENT ACCOUNT

EBITDA

Normalized by Current Account (unaudited figures)

4Q11 3Q11 4Q10∆

4Q11/3Q11

∆

4Q11/4Q10∆ 2011/20102010

EBITDA

2011

OPERATIONAL RESULT

NET SALES

Cost of Assets and/or Services Rendered

Expenditures with Sales, General and Adm.

GROSS BALANCE

Depreciation and Amortization

Other Operational Results

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Financial Indicators

10.4 10.4 11.5 10.4 11.5

1.2 1.3 4.3 2.0 4.8

1.5 1.3 1.0 1.5 1.0

3.9 2.2 1.3 2.6 1.1

0.2 0.2 0.3 0.2 0.3

0.6 0.7 0.7 0.6 0.7

22.0% 25.8% 35.5% 27.0% 37.1%

3.3% 3.7% 12.1% 5.8% 14.2%

10.9% 17.0% 25.6% 17.5% 28.9%

3.3% 3.8% 13.2% 5.5% 15.1%

11.3% 13.0% 37.0% 18.9% 42.1%

Normalized by Current Account (unaudited figures)

39.8% 40.3% 31.8% 39.6% 33.1%

14.1% 12.0% 8.3% 12.9% 10.7%

27.7% 30.8% 21.0% 29.3% 24.2%

Equity per Share ($)

Net Debt over Equity (x)

2011 2010

Net Margin (%)

Current Ratio (x)

EBITDA Margin (%)

Net Debt over EBITDA (x)

Earnings per Share ($)

4Q11 3Q11

Short Term Debt over Total Debt (x)

EBITDA Margin (%)

Gross Margin (%)

Net Margin (%)

4Q10

Return on Equity (%)

Return on Assets (%)

Gross Margin (%)

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Regulatory Current Account Balance Evolution

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

R$

mill

ion

Estrutura de EndividamentoDebt Structure

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Debt (1) (R$ thousand) 2011 2010

Debt Composition: Short Term/Long Term Debt Composition

(1) Includes Debentures and Derivatives

421

513

343

168

429

Debt denominated

in foreign currency is

fully hedged

Investimentos

Main Projects:EXTENSÃO DE REDE (Em Mil Km):

Taubaté

Campinas

São Bernardo do Campo

Guarulhos

Santos

Mogi das Cruzes

New Projects:

Jundiaí

Santo André

Piracicaba

Hortolândia

Investments

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+16%

NETWORK EXTENSIONS (In thousands of Km):

R$ million +26%

* Values are in IFRS since 2009

Over R$ 4.0 billion invested during the period

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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%

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Market Performance (Year of 2011)

Comgás ON+14.5%

Comgás PNA+8.2%

-18.1%Ibovespa

Financial Volume: Preferred Shares (CGAS5)

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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.

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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