PASS3

COMPASS GAS E ENERGIA S.A. is a Brazilian company that operates as an integrated natural gas business platform, focused on distribution and commercialization, with its common and preferred shares traded on B3 under the tickers PASS3, PASS5, and PASS6. The company is controlled by Cosan S.A. and was incorporated in March 2020 with the purpose of expanding supply and usage options for natural gas in a market environment undergoing liberalization. The group’s origins in the sector date back to 2012, when Cosan acquired control of Companhia de Gás de São Paulo – Comgás, a move that was followed by a gradual increase in its stake to around 99% of that distributor’s capital. The creation of Compass consolidated Cosan’s gas market strategy into a dedicated structure, combining state gas distribution concessions with infrastructure and supply assets.

The business model of COMPASS GAS E ENERGIA S.A. is organized into two main segments: Gas Distribution and Marketing & Services. The Gas Distribution segment accounts for most of the consolidated net operating revenue, with a share of more than 80% of revenue in 2025, and brings together piped gas operations under state concession regimes. The Marketing & Services segment is responsible for the origination, commercialization, and logistics of natural gas, liquefied natural gas (LNG), and biomethane, operating mainly in the free market and in solutions for consumers not connected to the pipeline network. The company structures its strategy based on a combination of network scale, long-term contracts, import and regasification infrastructure, and the development of new markets such as off-grid B2B LNG and biomethane.

In Gas Distribution, Compass directly controls Comgás, the largest piped gas distributor in the country in terms of volume served, and participates in Commit Gás S.A. in partnership with Mitsui, through which it holds stakes in several state distributors. Commit concentrates a portfolio of six natural gas distributors, with Necta Gás Natural S.A., Companhia de Gás do Estado do Rio Grande do Sul (Sulgás), and Companhia Paranaense de Gás (Compagas) being operated directly or indirectly by Compass. The distributors controlled by the company total approximately 28 thousand kilometers of distribution network, serve more than 3.1 million customers, and delivered about 14.7 million m³ of gas per day in 2025. The concession contracts for these assets have remaining terms averaging around two decades, which provides a long-term horizon for the distributors’ regulated revenues.

In addition to the companies under its control, Compass holds minority interests in other piped gas distributors, such as MSGás in Mato Grosso do Sul, SCGás in Santa Catarina, and Ceg Rio in the state of Rio de Janeiro, reinforcing its presence in regions with a high degree of industrialization and population density. The total volume delivered by the distributors in which the company has equity stakes reached approximately 20 million m³/day in 2025. From a regulatory standpoint, these operations are carried out under concession contracts signed with the respective states, with oversight by state regulatory agencies such as ARSESP, AGERGS, and AGEPAR, which define tariff guidelines, network expansion targets, service quality standards, and free-market rules. The concessionaires operate under economic regimes that range from price cap to cost plus models, with periodic reviews and adjustments, reflecting the diversity of regulatory frameworks among states.

The Marketing & Services segment is structured mainly through Edge Participações Ltda., created to concentrate assets and operations related to the supply and commercialization chain. Edge operates the São Paulo Regasification Terminal (TRSP), located at the Port of Santos, which began operating in 2024 with licensed nominal capacity of up to 14 million m³/day and storage capacity of 103 million m³ of natural gas equivalent. The terminal uses a floating storage and regasification unit (FSRU) to receive LNG cargoes from international suppliers, including TotalEnergies Gas & Power Limited, with whom it maintains a long-term supply contract that provides flexibility in volumes and indexations. From the TRSP, Edge can inject regasified gas into the transmission grid or allocate part of the volume to solutions using LNG in liquid form.

One of Edge’s most recent lines of activity is the off-grid B2B LNG logistics model, aimed at serving large industrial consumers and heavy-duty fleets located outside the pipeline network. Starting in 2026, the terminal began supplying cryogenic trailers directly from the FSRU, using a dedicated barge for transfer, enabling road transport of LNG within a radius of up to 1,200 km. This arrangement adds capacity of about 400 thousand m³/day to the market, serving segments that were seeking alternatives to higher-carbon-intensity fuels in regions without pipeline infrastructure. Complementing this, Edge is building a diversified gas origination portfolio that includes molecules from Brazil’s pre-salt fields, imports from Bolivia and Argentina, imported LNG, and biomethane, allowing it to modulate supply sources according to price conditions, availability, and demand profile.

In the renewable fuels space, Compass has advanced biomethane production through Biometano Verde Paulínia S.A. (Onebio), controlled by Edge. Located in the Ecoparque Paulínia (SP) and developed in partnership with Orizon Meio Ambiente, the plant began operation in January 2026, with capacity to treat up to 480 thousand m³/day of landfill biogas and produce up to 225 thousand m³/day of biomethane. The project, with investments of around R$ 450 million and partial financing from BNDES via the Fundo Clima (Climate Fund), obtained authorization from the National Agency of Petroleum, Natural Gas and Biofuels (ANP) for commercialization and grid injection in 2025. The plant is integrated into the existing gas infrastructure and is part of a regulatory context that is beginning to recognize biomethane as a relevant vector in decarbonizing Brazil’s energy matrix.

COMPASS GAS E ENERGIA S.A. operates in a highly regulated environment in both the distribution and commercialization of natural gas. In piped gas distribution, activities are governed by state concession contracts, the Concessions Law, state-specific gas legislation, and rules issued by local regulatory agencies, which regulate matters such as tariff formation, pass-through of gas costs, network expansion targets, conditions for serving free consumers, and rules for injecting biomethane into the grid. In commercialization and in the free market, operations are subject to the Gas Law and ANP resolutions, including authorization requirements to operate as a marketer, registration of purchase and sale contracts, and prohibition of anti-competitive clauses. Additionally, all pipeline, terminal, and processing unit infrastructure is subject to environmental licensing at multiple levels of government, requiring impact studies, mitigating conditions, and periodic license renewals.

In terms of operational and social-environmental risk management, Compass emphasizes industrial safety and occupational health policies in its operations, monitoring indicators such as the lost time injury frequency (LTIF), which showed a downward trend and reached zero in 2025. The company invests in staff training, procedure reviews, risk analysis, and management systems, and has structured formal processes for reporting and investigating incidents and implementing corrective and preventive actions. The combination of natural gas assets with biomethane projects and the use of climate financing instruments signals an approach that incorporates decarbonization and energy transition aspects into its corporate strategy. In the governance sphere, the company has requested the migration of its B3 listing segment to the Novo Mercado, aligning itself with higher standards of transparency and shareholder rights, in a context of going public and carrying out a secondary public offering of common shares PASS3, complementing the already existing base of shares traded on the exchange under the codes PASS5 and PASS6.