(10150) INFORMATION ON COMPLIANCE WITH GOOD CORPORATE GOVERNANCE PRINCIPLES FOR PERUVIAN COMPANIES. (Corresponding to Year 2012)

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1 (10150) INFORMATION ON COMPLIANCE WITH GOOD CORPORATE GOVERNANCE PRINCIPLES FOR PERUVIAN COMPANIES Corporate name RUC : (Corresponding to Year 2012) : Gas Natural de Lima y Callao S.A. (hereinafter referred to as COMPANY) Address : Av. Primavera N 1878, Monterrico, Santiago de Surco Telephone numbers : Fax : Website Stock Market representative : : jaime.quintana@calidda.com.pe : Jaime Quintana Montes Corporate name of the : Inspection Company 1 INSTRUCTIONS In the First Part of this report, 26 recommendations for the Good Corporate Governance s For Peruvian Companies 2 are assessed. Regarding to each assessed recommendation, the COMPANY shall: a) For the Subjective Assessment, mark an (x) in the level of compliance you consider appropriate, based on the following scale: 0 : principle is not complied 1 3 : principle is partially complied 4 : principle is fully complied b) For the Objective Assessment, mark an (x) in one or more of the given alternatives and complete the information requested in detail Only applicable if the information contained in this report has been reviewed by any specialized company (i.e. audit firm, consulting company). The document Principios de Buen Gobierno para las Sociedades Peruanas (Good Governance s for Peruvian Companies) is available in Spanish at For such purpose, more lines can be added to the charts above, or else they can be copied as many times as needed.

2 In the Second Part of this report, several aspects regarding shareholders rights, Board of Directors, COMPANY and shareholders responsibilities, and shareholdings are assessed. In this part, the COMPANY shall complete the information requested, either by marking an (x) in one or more of the alternatives included in each question and/or by completing in detail the information requested. I. FIRST PART: ASSESSMENT OF 26 PRINCIPLES SHAREHOLDERS RIGHTS s 1. (I.C.1. second paragraph).- The agenda shall not include general issues but shall deal with specific items so each topic can be discussed separately to facilitate the analysis and avoid a joint solution of topics over which there might be a different opinion. 2. (I.C.1. third paragraph). - The place where the General Meetings shall be held must be set to facilitate the attendance of shareholders. a. Specify the number of shareholders meetings held by the COMPANY during the current fiscal year. I. TYPE NUMBER GENERAL MEETING OF SHAREHOLDERS 2 SPECIAL MEETING OF SHAREHOLDERS b. If shareholders meetings were held, complete the following information for each one of them. N/A DATE OF CALL * MEETING DATE MEETING PLACE TYPE OF MEETING SPECIAL GENERAL QUORUM % NO. OF SHAREHOLDERS AT THE MEETING TIME SCHEDULE START END ( ) ( ) All the General Meetings of Shareholders were held in accordance with article 120 of the General Law of Companies. c. Which means, besides the one included in the article 43 of the General Law of Companies, does the COMPANY use to call the meetings? () (...) DIRECTLY AT THE COMPANY () TELEPHONE (...) WEBSITE (...) MAIL (...). Specify... ( ) NOT APPLICABLE d. Specify if the means included in the question above are regulated in any document of the COMPANY. NAME OF THE DOCUMENT* ( ) ( ) ( ) ( )

3 () NOT REGULATED e. In the event that the COMPANY has a corporation website, are the minutes of the shareholders meetings available in such website? YES NO SHAREHOLDERS ONLY (...) () ALL KINDS OF PUBLIC (...) () (...) THE COMPANY DOES NOT HAVE A WEBSITE AVAILABLE 3. (I.C.2). - Shareholders must have the possibility of suggesting issues for discussion, within reasonable limits, in the General Meetings agenda. The issues to be included in the agenda must be of social interest and within legal or statutory competence of the Meeting. The Board of Directors must not refuse these suggestions without giving the shareholder a reason. a. Specify if shareholders can suggest items to be discussed in the agenda through an additional procedure included in the General Law of Companies (article 117 for regular public limited companies and article 225 for open public limited companies). () YES ( ) NO b. In the event of an affirmative answer to the question above, detail alternative mechanisms. Article 18 of the Bylaws establishes that any shareholder can suggest items to be discussed in the Meeting up to 3 working days before the notices are issued or the call to the Meeting is published. c. Specify if the mechanisms described in the question above are regulated in any document of the COMPANY. NAME OF THE DOCUMENT* () (...) (...) (...) (...) NOT REGULATED d. Specify the number of proposals made by shareholders during the current fiscal year to include topics in the agenda of the Meetings. NUMBER OF PROPOSALS RECEIVED ACCEPTED DISMISSED (I.C.4.i.).- The Bylaws must not restrict the right of every shareholder entitled to participate in General Meetings to be represented by the person he may appoint. a. In accordance with the provisions in article 122 of the General Law of Companies, indicate if the Company s Bylaws restrict the right of representation to award it to:

4 (...) OTHER SHAREHOLDER (...) A DIRECTOR (...) A MANAGER () THE RIGHT OF REPRESENTATION IS NOT LIMITED b. Specify the following information for each Meeting of the current fiscal year: MEETING TYPE MEETING DATE HOLDINGS (%) OVER TOTAL SHARES WITH VOTING RIGHT GENERAL SPECIAL VOTE BY PROY DIRECT VOTE () (...) 02/27/ % () (...) 08/29/ % c. Specify the requirements and formalities required for a shareholder to be represented in a Meeting. FORMALITIES (SPECIFY IF THE COMPANY REQUESTS A SIMPLE LETTER, A LETTER CERTIFIED BY A NOTARY, A PUBLIC DEED OR ) PRIOR NOTICE (TIME BEFORE THE MEETING TO PRESENT THE POWER OF ATTORNEY) COST (INDICATE IF THE COMPANY REQUESTS A PAYMENT AND THE AMOUNT) WRITTEN PROOF MUST BE SUPPLIED 24 HOURS NO PAYMENT IS REQUIRED d. Specify if the requirements and formalities mentioned in the question above are regulated in any document of the COMPANY. NAME OF THE DOCUMENT* () (...) (...) (...) (...) NOT REGULATED EQUITABLE TREATMENT OF SHAREHOLDERS 5. (II.A.1, third paragraph).- It is advisable that the company issuing the investment shares or other corporate securities without voting rights, offer the holders the option to exchange them for regular holdings with voting rights or foresee this possibility when they are issued. a. Has the COMPANY performed any investment share exchange in the last five years? (...) YES (...) NO () NOT APPLICABLE 6. (II.B).- A sufficient number of directors able to give an independent opinion must be appointed on issues where a potential conflict of interest may arise. On this regard, the holdings of shareholders who do not exercise control should be considered. Independent directors are those who have been appointed due to their professional standing and are neither involved in the company management nor with the main shareholders.

5 a. Specify the number of dependent and independent directors of the COMPANY 4. DIRECTORS NUMBER DEPENDENT 5 INDEPENDENT 2 Total 7 b. Specify special requirements (other than those needed to be Director) to be an independent director of the COMPANY. A renowned professional reputation and no relationship with the Management of the COMPANY. ( ) THERE ARE NO SPECIAL REQUIREMENTS c. Specify if special requirements described in the question above are regulated by any document of the COMPANY. (...) (...) (...) (...) () NOT REGULATED d. Specify if Directors of the COMPANY are first- or second-degree blood relatives, or relatives within the first-degree by affinity, or a spouse of: RELATIONSHIP WITH: NAME AND SURNAME OF THE DIRECTOR SHAREHOLDER 1/. DIRECTOR MANAGER NAME AND SURNAME OF SHAREHOLDER 1/. / DIRECTOR / MANAGER AFFINITY ADDITIONAL INFORMATION 2/. 1/. Shareholders with a holding of 5% or more of the company shares (per type of share, including investment shares). 2/. In the event there is a relationship with any shareholder, indicate their shareholding. In the event there is a relationship with any member of the Managerial Staff, indicate the position. e. If during the current fiscal year any member of the Board of Directors holds or has held any management position in the COMPANY, give the following information: NAMES AND SURNAMES OF THE DIRECTOR MANAGEMENT POSITION PERIOD FROM TO 4 Independent directors are those neither involved in the issuing company management staff nor with the main shareholders. For such purpose, the relationship is defined in the Standards of Indirect Ownership, Link and Financial Group. Main shareholders are natural or legal persons having an ownership of five per cent (5%) or more of the equity of the issuing company.

6 f. If during the current fiscal year any member of the COMPANY s Board of Directors also holds or has held any management position in other COMPANY registered in the Public Registry of the Stock Market, give the following information: NAME AND SURNAME OF THE DIRECTOR Mónica de Greiff Lindo (Chairman) CORPORATE NAME OF THE DATE COMPANY (IES) FROM TRANSPORTADORA DE GAS 03/26/2008 INTERNACIONAL S.A. ESP (TGI) EMGESA S.A. ESP 03/26/2009 CODENSA S.A. ESP 03/26/2009 GAS NATURAL S.A. ESP 03/31/2009 PROMIGAS 02/22/2011 TRANSPORTADORA DE 02/08/2010 ENERGÍA DE CENTROAMÉRICA S.A (TRECSA) CONTUGAS S.A.C. 03/02/2009 RED DE ENERGÍA DEL PERÚ 03/17/2009 S.A. CONSORCIO 03/17/2009 TRANSMANTARO S.A. TO Jose Elías Melo PROMIGAS S.A. ESP 03/26/2009 LEASING CORFICOLOMBIANA S.A. 08/22/2008 BANCO COMERCIAL AV 02/25/2011 VILLAS S.A. FIDUCIARIA 08/22/2008 CORFICOLOMBIANA S.A. Antonio Celia Martinez Aparicio SERVICIO NUTRESA S. A. September, 2005 PORVENIR S.A. May, 2003 Henry Navarro Sánchez EMGESA S.A. ESP 11/19/1997 CODENSA S.A. ESP 07/22/1999 GAS NATURAL S.A. ESP 11/25/1999 PROMIGAS 02/22/2011 TRANSPORTADORA DE 02/08/2010 ENERGÍA DE CENTROAMÉRICA S.A. (TRECSA) CONTUGAS S.A.C. 06/04/2008 RED DE ENERGÍA DEL PERÚ 07/31/2002 S.A. CONSORCIO 12/12/2006 TRANSMANTARO S.A. Mario Trujillo Hernandez EMPRESA DE ENERGÍA DE 03/13/2009 CUNDINAMARCA S.A. ESP (EEC) TRANSPORTADORA DE 02/8/2010 ENERGÍA DE CENTROAMÉRICA S.A. (TRECSA) CONTUGAS SAC 03/22/2010 EEB INGENIERÍA Y 04/07/2011 SERVICIOS S.A. Antonio José Urdinola VALOREM S.A. For seven (7) years GRUPO AVAL S.A. For seven (7) years Alonso Rey Bustamante SAGA FALABELLA S.A. June, 2004 BANCO FALABELLA S.A. June, 2004 MINERA CHINALCO PERÚ October, 2007 S.A. CENTRO DE LA IMAGEN S.A. August, 2004 CLUB LIMA GOLF March, 2008 LIMA GAS S.A. September, 1998 MED LAB CANTELLA August, 2008 COLICHON

7 COMMUNICATION AND TRANSPARENCY OF INFORMATION 7. (IV.C, second, third and fourth paragraph).- Although external audits are generally focused on giving an opinion about financial information, these also can refer to reports or specialized documents on the following aspects: survey of accounting, operational audits, system-based audit, project evaluation, assessment or implementation of costs system, tax audit, valuation for assets adjustment, portfolio assessment, inventories or other special services. It is recommended that such assessments are performed by different auditors, or assure that it will not affect the independence of opinion if they are prepared by the same auditors. The company shall disclose all audits and specialized reports performed by the auditor. Services rendered to the company by an auditing firm or auditor must be reported, indicating the percentage of each one of them, and the holding in the income of the audit firm or auditor. a. Specify the following information of the audit firms that have rendered services to the COMPANY in the last 5 years. CORPORATE NAME OF THE AUDIT FIRM SERVICE* PERIOD FEES** Beltrán Gris y Asociados S. de R.L. (antes Beltrán External Audit % Hernández y Asociados S. de R.L.) Ernst & Young Asesores S. Civil de R.L. Testing of 08, 2007 / 09, 0% SO 404 Controls 2007 PricewaterhouseCoopers S. Civil de R.L. Review of 06, , 0% Segregation of Duties 2008 PricewaterhouseCoopers S. Civil de R.L. Study of Transfer % Price Ernst & Young Asesores S. Civil de R.L. Documentation of 09, 2008 /10, 0% Key Procedures 2008 Ernst & Young Asesores S. Civil de R.L. Assessment of the % Effectiveness of SO 404 Controls PricewaterhouseCoopers S. Civil de R.L. Review of 01, , 0% Segregation of Duties 2011 Ernst & Young Asesores S. Civil de R.L. Assessment of the 08, % Effectiveness of SO 404 Controls Ernst & Young Asesores S. Civil de R.L. Assessment of Good 09, , 0% Corporate Governance s, Internal Audit and Diagnostic of the Internal Control System 2011 Ernst & Young Asesores S. Civil de R.L. Review of the Control Environment of the Information Technologies (IT) 11, , % * Include all types of services such as financial information reports, survey of accounting, operational audits, systembased audits, tax audits or other special services. ** Specify the percentage corresponding to the payment for financial auditing services, from the total amount paid to the audit firm for all services rendered. b. Describe pre-established procedures to hire the audit firm in charge of issuing the opinion on the annual financial statements (include identification of the COMPANY S body in charge of choosing the audit firm). The audit firm is chosen by the General Meeting of Shareholders. (...) THERE ARE NO PRE-ESTABLISHED PROCEDURES c. Specify if the procedures described in the question above are regulated in any document of the COMPANY.

8 () (...) ( ) (...) ( ) NOT REGULATED d. Specify if the audit firm hired to prepare the opinion on the financial statements of the COMPANY for the current fiscal year, also prepared the opinion on the financial statements of the same year for other companies from the same economic group. () YES (...) NO CORPORATE NAME OF THE COMPANY (IES) OF THE ECONOMIC GROUP CONTUGAS S.A.C. e. Specify the number of Meetings held by the department in charge of internal audit with the audit firm hired, during the current fiscal year. NUMBER OF MEETINGS 5 MORE THAN 5 NOT APPLICABLE (...) () (...) (...) (...) (...) ( ) (...) 8. (IV.D.2).- Specific information requested by shareholders, investors in general or groups of interest involved with the company must be provided through an instance and/or a personnel appointed for such purpose. a. Specify which mean(s) the shareholders or groups of interest of the COMPANY use to ask for information to service their request. SHAREHOLDERS GROUPS OF INTEREST () () DIRECTLY TO THE COMPANY ( ) ( ) TELEPHONE () () WEBSITE (...) (...) MAIL () () Others. Specify (...) (...) b. Notwithstanding the responsibilities of information entitled to the General Manager, in accordance with article 190 of the General Law of Companies, specify the area and/or the person in charge of receiving and processing the shareholders request for information. If there is a person in charge, also include position and department. DEPARTMENT IN CHARGE N/A PERSON IN CHARGE NAME AND SURNAME POSITION DEPARTMENT N/A - c. Indicate if the procedure of the COMPANY to process information requests of shareholders and/or groups of interest of the COMPANY is regulated in any document of the COMPANY.

9 (...) (...) (...) (...) (...) THE COMPANY HAS A PROCEDURE BUT IT IS NOT REGULATED () NOT APPLICABLE. THERE IS NO PRE-ESTABLISHED PROCEDURE d. Specify the number of information requests made by shareholders and/or group of interest of the COMPANY during the current fiscal year. NUMBER OF REQUESTS RECEIVED Accepted DISMISSED e. In the event the COMPANY has a website available, does it include a special section on corporate governance or relationships with shareholders and investors? ( ) YES () NO (...) NO WEBSITE AVAILABLE f. Specify if during the current year, any complaint was filed related to limited access to information for any shareholder. (...) YES () NO 9. IV.D.3.).- Cases where there is doubt whether certain information requested by shareholders or groups of interest involved with the company is confidential must be solved. The specific criteria must be adopted by the Board of Directors and ratified by the General Meeting, as well as they must be included in the internal regulations of the COMPANY. Disclosure of information shall neither jeopardize the competitive position of the COMPANY nor affect the regular development of its activities. a. Who decides about the confidential character of certain information? () () () BOARD OF DIRECTORS GENERAL MANAGER. Specify: Management Departments involved. b. Give a detail of objective pre-established criteria to enable the classification of certain information as confidential. Additionally, specify the number of information requests presented by shareholders that were dismissed due to confidential classification of information, during the current fiscal year. No information request has been dismissed due to confidential classification of it. () THERE ARE NO PRE-ESTABLISHED PROCEDURES c. Specify if such criteria are contained in any document of the COMPANY.

10 () (...) (...) () Code of Conduct ( ) NOT REGULATED 10. (IV.F, first paragraph).- The company shall be audited internally. While performing the work, the internal auditor must keep a professional independent relationship with the company. The auditor shall use the same diligence, loyalty and confidentiality procedures required from the Board of Directors and Management. a. Specify if the COMPANY has an independent department in charge of the internal audit. () YES (...) NO b. In the event of an affirmative answer to the question above, considering the organizational structure of the COMPANY, specify who is the person in charge of internal audit and to whom this person must report. DEPENDS ON: REPORTS TO: General Management (administratively and functionally). General Management, Audit Committee and Headquarters. c. Specify the main responsibilities of the person in charge of the internal audit and if this person carries out functions other than internal auditing. Develop the Audit Plan, based on the COMPANY S risk analysis. Report to the Audit Committee about the results of the audit activities. d. Specify if the responsibilities described in the question above are regulated in any document of the COMPANY. (...) (...) ( ) () Internal Audit Policies (approved at the Audit Committee Meeting on June 27, 2011). (...) NOT REGULATED BOARD OF DIRECTORS RESPONSIBILITIES 11. (V.D.1).- The Board of Directors must carry out certain key functions, as follows: To assess, approve and direct corporate strategy; establish objectives and goals as well as main action plans, follow-up policy, risk management and control, annual budgets and business plans; control its implementation; and supervise main expenses, investments, purchases and transfers.

11 a. In the event the COMPANY S Board of Director is in charge of the functions specified in this principle, indicate if such Board function is contained in any document of the COMPANY. () (...) (...) ( ) (...) THE BOARD OF DIRECTORS IS IN CHARGE OF THE FUNCTION DESCRIBED BUT IT IS NOT CONTAINED IN ANY DOCUMENT (...) NOT APPLICABLE. THE BOARD IS NOT IN CHARGE OF THIS FUNCTION The Board of Directors must perform certain key functions, as follows: 12. (V.D.2).- To select, control and replace main executives, when necessary, as well as establish their salaries. 13. (V.D.3).- To assess the remuneration for main executives and members of the Board of Directors, making sure the procedure to choose Directors is formal and clear. a. In the event the COMPANY S Board of Directors is in charge of the functions specified in this principle, indicate if such functions of the Board are controlled by any document of the COMPANY. () ( ) (...) (...) (...) THE BOARD IS IN CHARGE OF THE FUNCTIONS DESCRIBED, BUT IT IS NOT CONTROLLED BY ANY DOCUMENT (...) NOT APPLICABLE. THE BOARD IS NOT IN CHARGE OF THESE FUNCTIONS b. Specify the body in charge of the following: FUNCTION BOARD OF DIRECTORS GENERAL MANAGER (Specify) HIRE AND REPLACE THE GENERAL MANAGER () (...) HIRE AND REPLACE THE MANAGERIAL STAFF () () SET THE REMUNERATION OF MAIN EECUTIVES () ( ) ASSESS THE REMUNERATION OF MAIN EECUTIVES () ( ) ASSESS THE REMUNERATION OF DIRECTORS (...) (...) General Shareholders Meeting c. Specify if the COMPANY has internal policies or procedures established to: POLICIES TO: YES NO HIRE AND REPLACE THE MAIN EECUTIVES () (...) SET THE REMUNERATION OF MAIN EECUTIVES () (...) ASSESS THE REMUNERATION OF MAIN EECUTIVES () (...)

12 ASSESS THE REMUNERATION OF DIRECTORS () (...) APPOINT DIRECTORS () (...) d. In the event of an affirmative answer to one or more of these procedures, specify if such procedures are regulated in any document of the COMPANY. ( ) (...) (...) () Policies and Procedures of the COMPANY. (...) NOT REGULATED 14. The Board of Directors must perform certain key functions, as follows: (V.D.4).- To monitor and control the possible conflicts of interest among the Management Department, members of the Board of Directors and shareholders, as well as the fraudulent use of corporate assets and the abuse in transactions among interested parties. a. In case the COMPANY S Board of Directors is responsible for performing the function specified in this principle, indicate if such function of the Board of Directors appears in any document of the COMPANY. () (...) (...) () Code of Conduct (...) THE BOARD OF DIRECTORS IS IN CHARGE OF THE DESCRIBED FUNCTION; HOWEVER, SUCH FUNCTION IS NOT REGULATED (...) NOT APPLICABLE. THE BOARD OF DIRECTORS IS NOT IN CHARGE OF SUCH FUNCTION b. Specify the number of cases related to conflicts of interest discussed by the Board of Directors during the current fiscal year. NUMBER OF CASES 0 c. Specify if the COMPANY or its Board of Directors has a Code of Ethics or any similar document regulating any possible conflicts of interest. () YES (...) NO In the event of an affirmative answer, write the name of the document: Code of Conduct and COMPANY S Bylaws d. Specify the pre-established procedures followed to approve transactions among related parties. Qualified majority is required in the Board of Directors to approve credits from the COMPANY to any director, manager, shareholder or company related to it, spouses or up to third-degree blood relatives and up to second-degree relatives by affinity. In addition, in accordance with the Hiring Policies of the COMPANY, the Board of Directors must previously approve any hiring of personnel

13 carried out with a directly or indirectly related company. 15. The Board of Directors must perform certain key functions, as follows: (V.D.5).- To safeguard the integrity of accounting systems and financial statements of the COMPANY, including an independent audit; and the existence of appropriate control systems, particularly financial and non-financial risk control and law enforcement. a. In case the COMPANY S Board of Directors is responsible for complying with the function specified in this principle, indicate if such function of the Board of Directors appears in any document of the COMPANY. () (...) ( ) () Internal Policies ** The Bylaws regulate exclusively the approval of the Balance Sheet and the Annual Report of the current fiscal year. (...) THE BOARD OF DIRECTORS IS IN CHARGE OF THE DESCRIBED FUNCTION; HOWEVER, SUCH FUNCTION IS NOT REGULATED (...) NOT APPLICABLE. THE BOARD OF DIRECTORS IS NOT IN CHARGE OF SUCH FUNCTION b. Specify if the COMPANY has financial and non-financial risk control systems. () YES (...) NO c. Specify if the control systems described in the question above are regulated by any document of the COMPANY. (...) (...) (...) () Policies and Procedures of the COMPANY. (...) NOT REGULATED 16. The Board of Directors must perform certain key functions, as follows: (V.D.6).- To supervise the effectiveness of Board of Directors governance practices, making amendments as they become necessary. a. Is the COMPANY s Board of Directors in charge of the function described in the previous principle? () YES (...) NO

14 b. Specify the pre-established procedures followed to supervise the effectiveness of governance practices, indicating the number of assessments performed during the period. Although there are no pre-established procedures, there are Working Committees with the members of the Board of Directors that have meetings regularly, in which the business management is followed up and the compliance with these principles are evaluated. c. Specify if the procedures described in the question above are regulated by any document of the COMPANY. NAME OF THE DOCUMENT* (...) (...) (...) (...) () NOT REGULATED 17. The Board of Directors must perform certain key functions, as follows: (V.D.7).- To supervise the information policy. a. In case the Board of Directors is responsible for complying with the function specified in this principle, indicate if such Board of Directors function is included in any document of the COMPANY. () (...) (...) () Internal Policies (...) THE BOARD OF DIRECTORS IS RESPONSIBLE FOR COMPLYING WITH THE SPECIFIED FUNCTION; HOWEVER, SUCH FUNCTION IS NOT REGULATED (...) NOT APPLICABLE. THE BOARD OF DIRECTORS IS NOT RESPONSIBLE FOR COMPLYING WITH SUCH FUNCTION b. Specify the COMPANY S policy on disclosing and providing information to investors. There is no pre-established policy. However, the COMPANY S Bylaws regulate that every person related to it shall have a special caution when handling information, except for what the Board of Directors considers confidential. () NOT APPLICABLE. THE COMPANY DOES NOT HAVE SUCH POLICY c. Specify if the policy described before is regulated by any document of the COMPANY. (...) (...) (...) ( ) () NOT REGULATED

15 18. (V.E.1).- The Board of Directors may establish special bodies in line with the needs and dimension of the Company, especially one which will be responsible for auditing. In addition, these special bodies may be responsible for performing the functions of appointment, retribution, control and planning, among others. Such special bodies shall be established within the Board of Directors as support mechanisms and must preferably consist of independent directors so that impartial decisions may be taken on matters where conflicts of interest may arise. a. In the event of an affirmative answer to the question above, give the following information about each Board of Directors Committee in the COMPANY. AUDIT COMMITTEE I. DATE OF CREATION: 12/03/2007 II. FUNCTIONS: - Verify the efficiency of the structure of the internal control system - Supervise the activities, organizational structure and the assessment of the internal audit department function - Approve and monitor the internal audit annual plan - Monitor the internal control reports and the findings of the internal auditors and the external auditor, verifying that the Management has considered their suggestions and recommendations - Safeguard the transparency of the information prepared by the audit firm and its appropriate disclosure - Review the existing principles of good governance and recommend any amendment, if necessary III. PRINCIPAL RULES OF ORGANIZATION AND OPERATION: - THERE WILL BE A MINIMUM OF THREE (3) MEMBERS OF THE BOARD OF DIRECTORS. - THE PRESIDENT OF THE AUDIT COMMITTEE WILL BE ONE OF THE COMMITTEE MEMBERS, AND THE COMMITTEE WILL APPOINT A SECRETARY. IV. COMMITTEE MEMBERS: NAMES AND SURNAMES FROM DATE (*) TO POSITION WITHIN THE COMMITTEE Mónica De Greiff Lindo 06/27/2011 Full member Antonio Celia Martinez Aparicio 06/27/2011 Full member Antonio José Urdinola 06/27/2011 Chairman V. NUMBER OF MEETINGS HELD DURING FINANCIAL PERIOD: 4 VI. THE COMMITTEE IS GRANTED WITH POWERS IN ACCORDANCE WITH ARTICLE 174 OF THE GENERAL LAW OF COMPANIES: ( ) YES () NO (...) NOT APPLICABLE. THE COMPANY DOES NOT HAVE ANY BOARD OF DIRECTORS COMMITTEES. 19. (V.E.3).- The number of Board of Directors members of a company must ensure a plurality of opinions, so that any decision made by the Board is the result of an appropriate discussion, always acting in the best interests of the company and its shareholders. Achievement a. Specify the following information related to the Directors of the COMPANY during the current fiscal year. NAMES AND SURNAMES QUALIFICATIONS 2. FROM 1/. TO NUMBER HOLDING OF (%) SHARES DATE SHAREHOLDING 3/.. DEPENDENT DIRECTORS

16 NAMES AND SURNAMES QUALIFICATIONS 2. FROM 1/. TO NUMBER HOLDING OF (%) SHARES DATE SHAREHOLDING 3/.. Mónica de Greiff Lindo Lawyer. More than 20 years of 02/24/ (Chairman) experience in Public and Private Law. Henry Navarro Sánchez Electronic Engineer. Master in 02/24/ Electric Energy and Master in Electronic Engineering. Mario Trujillo Hernández Lawyer specialized in Labor 02/24/ Law and Industrial Relations, Public Sector Management and Administrative Institutions. Antonio Celia Martinez Aparicio Industrial Engineer, Promigas 06/28/ Chief Executive Officer. José Elías Melo Lawyer specialized in Social and Economic Sciences. More 02/24/ than 20 years of work experience in top level positions at important entities of different sectors. His extensive career in the financial and other related sectors is remarkable. INDEPENDENT DIRECTORS Antonio José Urdinola Alonso José Rey Bustamante Economist. Ph.D. candidate in Economics at the University of Harvard. Lawyer, Partner at the Payet Rey Cauvi Abogados Law Firm, and specialist in Corporate Law, Privatizations and Concessions, Energy, Infrastructure, and Administrative and Taxation Law. 02/24/ /24/2011 1/. It corresponds to the first appointment. 2/. Include professional training and experience as a member in other Boards of Directors. 3/. It is mandatorily applied to directors with participation on the social capital greater than or equal to 5% of the shares of the Company. 20. (V.F, second paragraph).- All information related to the issues to be discussed at each meeting, must be provided well in advance to Directors, so they are able to review it, unless the information to be discussed represents strategic issues that require confidentiality, in which case mechanisms allowing Directors to adequately evaluate such issues must be established. a. How is the information on issues to be discussed in a Board of Directors Meeting sent? () (...) MAIL (...). Specify () SUCH INFORMATION IS COLLECTED DIRECTLY AT THE COMPANY. b. How many days in advance is the information related to the issues to be discussed in a meeting available for the COMPANY S Directors? NON-CONFIDENTIAL INFORMATION LESS THAN 3 DAYS FROM 3 TO 5 DAYS MORE THAN 5 DAYS (...) ( ) () CONFIDENTIAL INFORMATION (...) ( ) ()

17 c. Specify if the established procedure for the Directors confidential information analysis is regulated by any document of the COMPANY. () (...) (...) (...) (...) THE COMPANY HAS AN ESTABLISHED PROCEDURE; HOWEVER, SUCH PROCEDURE IS NOT REGULATED. (...) NOT APPLICABLE. THE COMPANY DOES NOT HAVE THIS PROCEDURE. 21. (V.F, third paragraph).- Following clearly established and defined policies, the Board of Directors decides to hire specialized advisory services required by the company in decision making. a. Specify the pre-established policies on hiring specialized advisory services by the Board of Directors or the Directors. Hiring Policies of the Company. (...) NOT APPLICABLE. THE COMPANY DOES NOT HAVE SUCH POLICIES b. Specify if the policies described before are regulated by any document of the COMPANY. (...) (...) (...) () Hiring Policies of the Company * Specify the name of document, except in case of the COMPANY S Bylaws. (...) NOT REGULATED c. Make a list of specialized advisors of the Board of Directors who have rendered their services in the COMPANY S decision making during the current fiscal year. In accordance with the Hiring Policies, the specialized advisory services were hired by the correspondent Management Department. 22. (V.H.1).- New directors shall be informed about their powers and responsibilities, as well as the characteristics and organizational structure of the company. a. In case THE COMPANY has any orientation programs for new Directors, indicate if such programs are regulated by any document of the COMPANY.

18 (...) (...) (...) () Company Policies * Specify the name of document, except in case of the COMPANY S Bylaws. (...) ORIENTATION PROGRAMS ARE NOT REGULATED (...) NOT APPLICABLE. THE COMPANY DOES NOT HAVE SUCH PROGRAMS 23. (V.H.3).- Procedures to be followed by the Board of Directors when electing one or more alternates must be established in case no alternate directors are available or one or more of the director positions become vacant, in order to complete the number of directors for the remainder of term, when no disposition for a different procedure to be followed is provided in the Bylaws. a. Were there one or more director positions vacant during this year? ( ) YES () NO b. In the event of an affirmative answer to the question above, in accordance with the second paragraph of article 157 of General Law of Companies, specify the following: YES NO DID THE BOARD OF DIRECTORS ELECT AN ALTERNATE? (...) (...) IF SO, AVERAGE NUMBER OF DAYS TO APPOINT THE NEW DIRECTOR (NUMBER OF WORKING DAYS) c. Specify the pre-established procedures followed to elect alternate directors. The procedures established in articles 31 and 34 of the Company s Bylaws and in the General Law of Companies are followed. (...) NOT APPLICABLE. THE COMPANY DOES NOT HAVE THESE PROCEDURES d. Specify if the procedures described in the question above are contained in any document of the COMPANY. NAME OF THE DOCUMENT* (x) (...) (...) (...) (...) NOT REGULATED 24. (V.I, first paragraph).- The functions of the Chairman of the Board of Directors, Chief Executive Officer (if any), and General Manager must be clearly defined in the Bylaws or in the internal regulations of the company in order to avoid duplication of functions and possible conflicts. 25. (V.I, second paragraph).- The organizational structure must avoid a concentration of functions, powers and responsibilities assigned to the President of the Board of Directors, Chief Executive Officer (if any), General Manager and other staff members in managerial positions. a. In the event of an affirmative answer to the question above, specify if the responsibilities of the Chairman of the Board of Directors, Chief Executive Officer (if any), General Manager and other staff members in managerial positions are contained in any document of the COMPANY.

19 RESPONSIBILITIES OF NOT REGULATED NOT APPLICABLE** CHAIRMAN OF THE BOARD OF DIRECTORS CHIEF EECUTIVE OFFICER () (...) (...) (...) (...) (...) (...) (...) (...) (...) (...) () GENERAL MANAGER () (...) (...) () Profiles of Internal Positions (...) (...) MANAGERIAL STAFF ( ) (...) (...) () Profiles of Internal Positions (...) (...) ** The functions and responsibilities of such staff member are not defined in the COMPANY. 26. (V.I.5).- It is advisable that at least a portion of the Managerial Staff remuneration is based on the results obtained by the Company, so as to ensure the achievement of its objective of maximizing the Company s value in favor of the shareholders. a. With regard to the company s bonus policy for the Managerial Staff, such bonus is paid by means of: (...) SHARE GRANT (...) SHARE OPTION GRANT () MONEY (...). SPECIFY... (...) NOT APPLICABLE. THE COMPANY DOES NOT HAVE ANY BONUS POLICY FOR MANAGERIAL STAFF b. Specify if the remuneration (without considering bonuses) paid to the General Manager and the Managerial Staff is: GENERAL MANAGER / MANAGERIAL STAFF FIED SALARY VARIABLE SALARY REMUNERATION (%)* () (...) 0.65% * Specify the percentage the total amount of annual remuneration paid to the Managerial staff members and the General Manager represents, compared to the gross income level, in accordance with the financial statements of the COMPANY. c. Specify if the COMPANY considers any form of guarantee or similar if the General Manager and/or Managerial Staff members are dismissed. ( ) YES () NO

20 II. SECOND PART: ADDITIONAL INFORMATION SHAREHOLDERS RIGHTS a. Choose from the following options how the company informs the new shareholders about their rights and how they can exercise them. () (...) DIRECTLY AT THE COMPANY (...) TELEPHONE (...) WEBSITE () MAIL (...). SPECIFY... (...) NOT APPLICABLE. NEW SHAREHOLDERS ARE NOT INFORMED ABOUT THEIR RIGHTS OR HOW THEY CAN EERCISE THEM. b. Specify whether agenda items and documents that support their discussion are available to shareholders in hard copy during Board of Directors meetings. () YES (...) NO c. Specify the person or the Department of the COMPANY in charge of monitoring the agreements adopted by the Board of Shareholders Meeting. In case one person is in charge, include position and Department. DEPARTMENT IN CHARGE MANAGEMENT OF REGULATORY AND LEGAL ISSUES PERSON IN CHARGE NAMES AND SURNAMES POSITION DEPARTMENT AMADEO ARRARTE ARISNABARRETA MANAGER OF REGULATORY AND LEGAL ISSUES MANAGEMENT OF REGULATORY AND LEGAL ISSUES d. Specify if the information referred to shareholding of the COMPANY S shareholders is kept in: (...) THE COMPANY () A CLEARING AND SETTLEMENT ORGANIZATION e. Specify how often the COMPANY updates the information referred to the shareholders who appear in the shareholders record. INFORMATION TO BE UPDATED TIME BASIS ADDRESS TELEPHONE NUMBER MORE OFTEN THAN 30 DAYS (...) (...) (...) MONTHLY (...) (...) (...) QUARTERLY (...) (...) (...) ANNUALLY (...) (...) (...) MORE THAN A YEAR (...) (...) (...) (), specify: There is no Shares Record Book. Shares are represented by a notation in an account. f. Specify the COMPANY S dividend policy applied during the current year. APPROVAL DATE 02/06/2007 APPROVAL BODY DIVIDEND POLICY (CRITERIA FOR PROFIT DISTRIBUTION) General Shareholders Board a) Profit will be distributed according to the holdings of the corporate capital of each shareholder. b) The amount of the available annual profits can be distributed, depending on how they are established every fiscal year, as

21 long as that amount is established by the General Meeting of Shareholders at every opportunity, after the tax deductions explicitly established by Law have been applied, and as long as it does not involve the breach of any covenant of the Company. c) The Company s Board of Directors will determine the dates in which the established profits will be paid, according to the availability of resources. d) The compliance with the dividend policy is conditioned to the profits that are actually obtained during that fiscal year. e) The Company s Board of Directors can determine the profit distribution in advance. g. Specify, if applicable, the cash and stock dividends distributed by the COMPANY in the current and previous fiscal years. GRANTING DATE DIVIDEND PER SHARE IN CASH IN SHARES TYPE OF SHARE... N/A N/A FINANCIAL YEAR N-1 N/A N/A FINANCIAL YEAR N N/A N/A BOARD OF DIRECTORS h. Regarding the COMPANY S Board of Directors Meetings held during the current fiscal year, specify the following information: NUMBER OF MEETINGS: 12 NUMBER OF MEETINGS WHERE ONE OR MORE DIRECTORS WERE REPRESENTED BY AN ALTERNATE OR SUBSTITUTE DIRECTOR. NUMBER OF REGULAR DIRECTORS REPRESENTED BY AN ALTERNATE OR SUBSTITUTE AT LEAST ONCE 6 0 i. Specify the type of bonuses received by the Board of Directors for achieving the goals of the COMPANY. The Directors receive a special allowance for every meeting attended. (...) NOT APPLICABLE. THE COMPANY DOES NOT HAVE ANY BONUS PROGRAMS FOR DIRECTORS. j. Specify if the type of bonuses described in the question above is regulated by any document of the Company. (...) (...) (...) () Minutes of the General Meeting of Shareholders on May 07, 2011 (...) NOT REGULATED k. Specify the percentage represented by the total amount of annual retributions received by the Directors, with regard to gross income, in accordance with the financial statements of the COMPANY. INDEPENDENT DIRECTORS DEPENDENT DIRECTORS TOTAL REMUNERATION (%) 0.03 OF THE COMPANY S NET INCOME

22 l. Specify if the Board of Directors Meeting, regarding the Management performance, was held without the presence of the General Manager. (...) YES () NO SHAREHOLDERS AND SHAREHOLDINGS m. Specify the number of shareholders with right to vote, shareholders without right to vote (if any) and investment shareholders (if any) of the COMPANY as of the end of the current fiscal year. TYPE OF SHARE (including investment shares) NUMBER OF HOLDERS (at the end of the current fiscal year) VOTING SHARES NON-VOTING SHARES 0 INVESTMENT SHARES 0 TOTAL n. Specify the information about stockholders and investment shareholders with a percentage of shares greater than 5% at the end of the current fiscal year. Type of Share: Communications NAMES AND NUMBER OF SHAREHOLDING NATIONALITY SURNAMES SHARES (%) EEB Perú Holdings Cayman Islands Ltd. Promigas S.A. ESP Colombia o. Indicate if the company has any Internal Code of Conduct or similar referred to ethics and professional responsibility criteria. () YES (...) NO In the event of an affirmative answer, specify the name of such document. Code of Conduct. p. Is there any record of noncompliance with the regulations described in the previous questions? () YES (...) NO q. In the event of an affirmative answer to the question above, name who or which body of the company is in charge of keeping such registry. DEPARTMENT IN CHARGE AUDIT MANAGER PERSON IN CHARGE NAMES AND SURNAMES POSITION DEPARTMENT CAROLINA HERNÁNDEZ RODRÍGUEZ AUDIT MANAGER AUDIT MANAGEMENT r. For all documents (Bylaws, Internal Regulations, Manual and other documents) mentioned in the present report, specify the following information: NAME OF THE DOCUMENT APPROVAL BODY APPROVAL DATE DATE OF LAST AMENDMENT

23 Bylaws General Meeting of 02/08/ /25/2012 Partners / General Meeting of Shareholders Internal Rules of Conduct Board of Directors 02/08/2007 Hiring Policy Board of Directors 04/27/ /24/2011 Code of Conduct General Management 06/07/ /05/2012 s. Include any other information you may deem convenient. Cálidda takes into consideration the importance of implementing the best Corporate Governance Practices when performing its activities, which is reflected in the establishment of committees and the approval of policies by our Board of Directors. Finally, it should be noted that this document contains questions related to publicly traded companies or companies with investment shares, and that does not apply to Cálidda, which only has 2 shareholders. In this sense, we have added some comments in order to complete our answers, so that Cálidda s performance is properly reflected.