PASS3 COMPASS GAS E ENERGIA S.A.

COMPASS GAS E ENERGIA S.A. is a Brazilian company that operates as an integrated natural gas business platform, focusing on distribution and marketing, 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 use options for natural gas in a liberalizing market environment. 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 the distributor’s capital. The creation of Compass consolidated Cosan’s gas market strategy into a dedicated structure, combining state distribution concessions and infrastructure and supply assets.

COMPASS GAS E ENERGIA S.A.’s business model 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 more than an 80% share of revenue in 2025, and brings together piped gas operations under state concession regimes. The Marketing & Services segment is responsible for sourcing, marketing and logistics of natural gas, liquefied natural gas (LNG) and biomethane, operating mainly in the free market and in solutions for customers 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 development of new markets, such as off-grid B2B LNG and biomethane.

In Gas Distribution, Compass directly controls Comgás, the country’s largest piped gas distributor in terms of volume served, and holds an interest in Commit Gás S.A. in partnership with Mitsui, through which it owns stakes in several state distributors. Commit concentrates a portfolio of six natural gas distributors, of which Necta Gás Natural S.A., Companhia de Gás do Estado do Rio Grande do Sul (Sulgás) and Companhia Paranaense de Gás (Compagas) are 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 around 14.7 million m³ of gas per day in 2025. The remaining terms of the concession contracts for these assets average around two decades, which provides long-term visibility for the distributors’ regulated revenues.

In addition to its controlled companies, Compass holds minority stakes 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. Total volume delivered by the distributors in which the company holds equity interests reached approximately 20 million m³/day in 2025. From a regulatory standpoint, these operations are conducted under concession contracts signed with the respective states and supervised by state regulatory agencies such as ARSESP, AGERGS and AGEPAR, which set 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 regulatory diversity among states.

The Marketing & Services segment is structured mainly through Edge Participações Ltda., created to concentrate assets and operations related to the supply and marketing chain. Edge operates the São Paulo Regasification Terminal (TRSP), located at the Port of Santos, which began operations in 2024 with a 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 which it maintains a long-term supply contract with volume flexibility and various indexations. From TRSP, Edge can inject regasified gas into the transmission network or allocate part of the volume to solutions using LNG in liquid form.

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

In the renewable fuels field, Compass has advanced in biomethane production through Biometano Verde Paulínia S.A. (Onebio), controlled by Edge. Located in Ecoparque Paulínia (SP) and developed in partnership with Orizon Meio Ambiente, the plant began operations 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, obtained authorization from the National Agency of Petroleum, Natural Gas and Biofuels (ANP) for commercialization and injection into the network in 2025. The plant is integrated into the existing gas infrastructure and is part of a regulatory context that has begun 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 marketing of natural gas. In piped gas distribution, activities are governed by state concession contracts, the Concessions Law, specific state gas legislation and local regulatory agency rules, which govern issues such as tariff formation, pass-through of gas costs, expansion targets, service conditions for free consumers and rules for injecting biomethane into the network. In marketing and 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, conditions and periodic license renewals.

In terms of operational and environmental and social risk management, Compass emphasizes industrial safety and occupational health policies in its operations, monitoring indicators such as lost time injury frequency (LTIF), which showed a declining trend and reached zero in 2025. The company invests in staff training, procedure reviews, risk analyses 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 signal an approach that incorporates decarbonization and energy transition aspects into the corporate strategy. In governance, the company has requested migration of its B3 listing segment to the Novo Mercado, aligning 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 existing base of shares already traded on the exchange under the codes PASS5 and PASS6.