JSL S.A. Publicly-held Company CORPORATE TAXPAYER S ID (CNPJ/MF): / COMPANY REGISTRY (NIRE):

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1 JSL S.A. Publicly-held Company CORPORATE TAXPAYER S ID (CNPJ/MF): / COMPANY REGISTRY (NIRE): MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING HELD ON APRIL 27, 2017 Date, time and venue: held on April 27, 2017 at 3:00 p.m., at the headquarters of JSL S.A. ( Company ), located at Rua Doutor Renato Paes de Barros, nº 1.017, conjunto 91, Itaim Bibi, CEP , in the city and state of São Paulo. Call Notice: Call Notice published on Diário Oficial do Estado de São Paulo on April 5, 6 and 7, 2017, pages 26, 64 and 74, respectively, and on Valor Econômico on April 5, 6 and 7, 2015, pages E7, E3 and E6, respectively. Attendance: The shareholders' meeting was called to order on first call, with the attendance of shareholders representing approximately seventy-seven point fifty-four percent (77.54%) of the Company's voting capital, as per the signatures in the Shareholders' Attendance Book. Carlos Eduardo Guaraná Mendonça, representative of PricewaterhouseCoopers Auditores Independentes, Luiz Augusto Marques Paes and Célio de Melo Almada Neto, members of the Fiscal Council, and Denys Marc Ferrez, Chief Financial, Administrative and Investor Relations of the Company, also attended the meeting. Presiding Board: Chairman: Denys Marc Ferrez; Secretary: Maria Lúcia de Araújo. Agenda: (i) To acknowledge the management s accounts and examine, discuss and vote on the Financial Statements for the fiscal year ended on December 31, 2016, as well as the independent auditor s opinion; (ii) To elect the members of the Board of Directors; and (iii) To set the overall annual compensation for the Company s Managers for fiscal year Resolutions: After waiving the reading of the documents pertaining to the matters on the agenda, the necessary clarifications and the end of related discussions, the attending shareholders' resolved: At the Annual Shareholders' Meeting: (i) To approve, by unanimous vote of the attending shareholders, with 135,690,227 votes in favor, registering 426,006 abstentions, as per the vote instructions received by the presiding board, and those legally impeded corresponding to 20,902,892 votes, the Financial Statements, Management Report and Management Accounts for the fiscal year ended on December 31, 2016, with no restrictions, published on March 24, 2017 on Diário Oficial do Estado de São Paulo. 1

2 (ii) by a majority vote, with 155,644,419 votes in favor, registering 483,306 abstentions and 891,400 votes against, as per the vote instructions received by the presiding board, the shareholders elected the following members to compose the Company s Board of Directors, with unified term of two (2) years until April 29, 2019: Fernando Antonio Simões, Brazilian, divorced, businessman, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CFP/MF) under number , residing in the city and state of São Paulo, with commercial address at Avenida Saraiva, n.º 400, Bairro Vila Cintra, CEP , in the city of Mogi das Cruzes, state of São Paulo, as a Member of the Board of Directors; Fernando Antonio Simões Filho, Brazilian, single, businessman, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CFP/MF) under number , residing in the city and state of São Paulo, with commercial address at Avenida Saraiva, n.º 400, Bairro Vila Cintra, CEP , in the city of Mogi das Cruzes, state of São Paulo, as a Member of the Board of Directors; Adalberto Calil, Brazilian, married, lawyer, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CFP/MF) under number , residing in the city and state of São Paulo, with commercial address at Avenida Angélica, 2503, 9º andar, Consolação, CEP , in the city and state of São Paulo, as a Member of the Board of Directors; Alvaro Pereira Novis, Brazilian, married, economist, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , residing in the city and state of São Paulo, with commercial address at Rua Iguatemi, 448, 13º andar, conjunto 1301, Itaim Bibi, CEP , in the city and state of São Paulo, as an Independent Member of the Board of Directors; and Augusto Marques da Cruz Filho, Brazilian, married, economist, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , residing in the city and state of São Paulo, with commercial address at Rua Pedroso de Alvarenga, 1245, 2º andar, sala 23 Itaim Bibi, CEP , in the city and state of São Paulo, as an Independent Member of the Board of Directors. As requested by the shareholders GUEPARDO MASTER FUNDO DE INVESTIMENTOS EM AÇÕES, GUEPARDO INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES, GUEPARDO MASTER 2 FIA, GUEPARDO PIPE FUNDO DE INVESTIMENTOS EM AÇÕES, GUEPARDO MASTER FUND LLC, CLUBE DE INVESTIMENTOS EGAK, with 15,536,000 votes, which correspond to more than two percent (2%) of the Company s voting capital, the Fiscal Council was installed, on a non-permanent basis, composed of three (3) sitting members and their respective alternates, until the first shareholders meeting to be held after this date. Subsequently, the election of the following members appointed by the Controlling Shareholder was unanimously approved, with 150,890,193 votes, registering 6,128,932 abstentions, as per the voting instructions received by the presiding board: Luiz Augusto Marques Paes, Brazilian, married, lawyer, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , residing in the city and state of São Paulo, with commercial address at Rua Gomes de Carvalho, n 1306, conj. 22, CEP , in the city and state of São Paulo, as a sitting member of the Fiscal Council, and as his alternate, Marcio Álvaro Moreira Caruso, Brazilian, married, business administrator, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , residing in the city and state of São Paulo, with commercial address at Rua Gomes de Carvalho, n 1306, conj. 22, CEP , in the city and state of São Paulo; and Luciano Douglas Colauto, Brazilian, married, lawyer, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , residing in the city and state of São Paulo, with commercial address at Rua Gomes de Carvalho, n 1306, conj. 22, CEP , in the city and state of São Paulo, as a sitting member of the Fiscal Council, and as his alternate, Marcos Sampaio de Almeida Prado, Brazilian, married, 2

3 business administrator, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , residing in the city and state of São Paulo, with commercial address at Rua Gomes de Carvalho, n 1306, conj. 22, CEP , in the city and state of São Paulo. Appointed by the shareholders GUEPARDO MASTER FUNDO DE INVESTIMENTOS EM AÇÕES, GUEPARDO INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES, GUEPARDO MASTER 2 FIA, GUEPARDO PIPE FUNDO DE INVESTIMENTOS EM AÇÕES, GUEPARDO MASTER FUND LLC, CLUBE DE INVESTIMENTOS EGAK, with 15,536,000 votes, the following members were also elected for the Fiscal Council: Rafael Ferraz Dias de Moraes, Brazilian, married, business administrator, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city and state of São Paulo, at Av. Brigadeiro Faria Lima, 3015, conjunto 81, CEP , and as his alternate, Roberto de Magalhães Esteves, Brazilian, married, business administrator, bearer of identification document (RG) SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city and state of São Paulo, at Av. Brigadeiro Faria Lima, 3015, conjunto 81, CEP The members of the Board of Directors and Fiscal Council elected herein will be invested in their positions upon the signature of their respective terms of investiture recorded in the Company's books (attachments), at which point they will declare, under penalty of perjury, that they are not impeded from exercising their duties within the Company by: any special law or due to any conviction, even one of their own doing, that prohibits, even temporarily, their investiture into public positions; any conviction of criminal bankruptcy, dereliction of duties, bribery or graft, embezzlement; crimes against public welfare, the national financial system, against competition defense rules, consumption regulations or public faith or property. At the Extraordinary Shareholders' Meeting: (iii) to approve, by a majority vote, with 155,510,781 votes, registering 1,508,304 votes against, the overall annual compensation to be paid to the Company s management (members of the Board of Directors and Statutory Officers, as well as members of the Fiscal Council) totaling nineteen million reais (R$19,000,000.00), plus charges. The Chairman of the Meeting announced that the Company will begin to make the publications required by the Brazilian Corporation Law on O Estado de São Paulo and Diário Oficial do Estado de São Paulo newspapers. Drawing-up and Publication of the Minutes: The shareholders present at the meeting approved the drawing up and publication of these minutes in accordance with paragraphs 1 and 2 of Article 130 of Law 6,404/76. Closure: There being no further business to discuss, the meeting was adjourned and these minutes were drawn up, read, approved and signed by all present. São Paulo, April 27, Presiding Board: 3

4 Denys Marc Ferrez Chairman Secretary Maria Lúcia de Araújo Attending shareholders: SIMPAR S.A. (by proxy Denys Marc Ferrez); FERNANDO ANTONIO SIMÕES (by proxy Denys Marc Ferrez) GUEPARDO MASTER FUNDO DE INVESTIMENTOS EM AÇÕES, GUEPARDO INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES, GUEPARDO MASTER 2 FIA, GUEPARDO PIPE FUNDO DE INVESTIMENTOS EM AÇÕES, GUEPARDO MASTER FUND LLC, CLUBE DE INVESTIMENTOS EGAK (by proxy Rafael Ferraz Dias de Moraes) ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO, ARKANSAS TEACHER RETIREMENT SYSTEM, CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, COLLEGE RETIREMENT EQUITIES FUND, DESJARDINS EMERGING MARKETS OPPORTUNITIES FUND, EATON VANCE MANAGEMENT, EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND, EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND, EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND B, FIREMEN'S ANNUITY AND BENEFIT FUND OF CHICAGO, HARTFORD LONG/SHORT GLOBAL EQUITY FUND, HOWARD HUGHES MEDICAL INSTITUTE, ISHARES III PUBLIC LIMITED COMPANY, ISHARES MSCI BRAZIL SMALL-CAP ETF, MAINSTAY EPOCH INTERNATIONAL SMALL CAP FUND, NORGES BANK, NORTHERN TRUST COLLECTIVE EAFE SMALL CAP INDEX FUND-NON LENDING, NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US INVESTABLE MARKET INDEX FUND LENDING, ROCKWELL COLLINS MASTER TRUST, SPDR S&P EMERGING MARKETS SMALL CAP ETF, SSGA SPDR ETFS EUROPE I PLC, STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS, STATE STREET BK & TR CO INV FD F TAX EXEMPT RET PLANS - MSCI EM MKTS SMALL CAP INDEX SEC LENDING FD, STATE STREET MSCI ACWI EX USA IMI SCREENED NON-LENDING COMMON TRUST FUND, SUNSUPER SUPERANNUATION FUND, THE BANK OF NEW YORK MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN, THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD, THE ROCKEFELLER FOUNDATION, UTAH STATE RETIREMENT SYSTEMS, VANECK VECTORS BRAZIL SMALL-CAP ETF, VANGUARD EMERGING MARKETS STOCK INDEX FUND, VANGUARD FTSE ALL-WORLD EX-US SMALL- CAP INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, VIRGINIA RETIREMENT SYSTEM, WELLINGTON GLOBAL PERSPECTIVES FUND (CANADA). (by proxy Anali Penteado Buratin) PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS. (by proxy Anali Penteado Buratin) 4

5 Carlos Eduardo Guaraná Mendonça PricewaterhouseCoopers Auditores Independentes Luiz Augusto Marques Paes (Member of the Fiscal Council) Célio de Melo Almada Neto (Member of the Fiscal Council) 5