SHELL DIVESTS INTEREST IN COMGAS FOR USD 380 MILLION

NETHERLANDS – Shell Gas BV, Shell Brazil Holding BV and Integral Investments BV (“Shell”) today announces they have signed an agreement with Cosan Ltd. to execute an existing Put Option Agreement, which allows Shell to sell all of its 16.8% interest in Companhia de Gas de São Paulo (“Comgás”) to Cosan Ltd.

Under the agreement, Shell will exchange its ~21.8 million common shares in Comgás for Cosan S.A. Indústria e Comércio (“Cosan SA”) shares plus cash.

The headline for the transaction is approximately US$380 million. The transaction is expected to be completed by year-end, subject to customary closing conditions, regulatory approvals and certain consents. Shell’s share position in Cosan SA will be managed for value realization over time.

Comgás is Brazil’s largest gas distributor with Cosan currently a 63.4% shareholder.

“This transaction allows us to focus our efforts in Brazil on areas where we see the most strategic value for Shell longer-term,” said Shell’s Integrated Gas and New Energies Director, Maarten Wetselaar. “Brazil is an important country to Shell, and our portfolio of high quality assets and development opportunities positions us well for the future.”

Shell retains diverse operations in Brazil that are not affected by this transaction, including its Deep Water portfolio and Downstream business, which includes participation in Raízen, one of the leading biofuel producers in Brazil.

Comgás is a gas distribution company in the São Paulo state of Brazil, primarily serving power, commercial, industrial and residential users. The Company is the largest piped natural gas distribution company in Brazil, with over 14,000 km of pipeline and over 1.7 million customers in 87 municipalities.