General Assembly of Shareholders Barranquilla, September 23, 2014 Project for Releasing the Compensation for Consequential Damage Reserve (Art. 39 of Decree 2595/79) The Board of Directors of PROMIGAS S.A. E.S.P. does hereby submit for consideration of the General Assembly of Shareholders, which shall meet on the above date, the following project for releasing the "Compensation for Consequential Damage Reserve (Art. 39 of Decree 2595/79)" account: Reserve for Future Expansions Transfer of reserves available to the Assembly for dividend distribution. $ 32,490,000,000 New balance of the Compensation for Consequential Damage Reserve (Art. 39 of Decree 2595/79) account: $ - EQUAL AMOUNTS $ 32,490,000,000 $ 32,490,000,000 $ 32,490,000,000 General Assembly of Shareholders Barranquilla, September 23, 2014 Profit Distribution Project for the January 1 - June 30, 2014, Business Period PROMIGAS S.A. E.S.P. does hereby submit for consideration of the General Assembly of Shareholders, which shall meet on the above date, the following profit distribution project: Net profit of the January 1 - June 30, 2014, period to be distributed: $ 202,527,976,795 From the amount available to the Assembly for distribution $ 32,490,000,000 $ 235,017,976,795 For payment of extraordinary dividends in shares at a rate of 1 share for every 48 subscribed shares at September 23, 2014, delivered with a value of $4,850 pesos each, which shall be issued on September 29, 2014. (1) $ 112,325,131,850 Monthly ordinary dividends of $14.00 per share over the total number of shares outstanding after the issuance of September 29, 2014, i.e., over 1,134,848,043 shares, which will be paid on the 21st day of each month from October 2014 to March 2015 (2): $ 95,327,235,612 An extraordinary dividend of $18.00 per share over the number of shares outstanding after the issuance of September 29, 2014, i.e., over 1,134,848,043 shares, which will be paid on October 21, 2014 (2): Payment of cash dividends at a rate of $102.00 per share, as follows: • • $ 20,427,264,774 10% Legal Deposit: $ 5,861,645,200 Amount available to the Assembly for Future Distributions $ 1,076,699,359 EQUAL AMOUNTS $ 235,017,976,795 (1): The unit value of the 23,159,821 new shares under the capitalization, which will be delivered on September 29, 2014, corresponds to the closing price of PROMIGAS shares at July 31, 2014, $100 of which will be recorded in the capital account and $4,750 in the "share placement premium" account, for a total of 1,134,848,043 outstanding shares. If the distribution of dividends in shares results in fractions, the integer value will be selected and under no circumstances will the number of delivered shares be rounded up. The fractions will not be negotiated and will be made available to the Assembly for Future Distributions. (2): In accordance with Decree 4766 of December 14, 2011, and article 2.23.1.1.4 of Decree 2555/2010 of the Ministry of Finance and Public Credit, in transfers of shares performed between the first day of dividend payment and the three trading days immediately preceding such date, the pending dividends shall belong to the transferor. The foregoing applies without detriment to the provisions of Article 3.1.1.12 of the Colombia Stock Exchange Regulations, pursuant to Article 2.23.1.1.5 added to Decree 2555/2010, Part 2, Book 23, Title 1.