EXHIBIT II MINUTES OF THE BOARD OF DIRECTORS' MEETING OF JULIO SIMÕES LOGÍSTICA S.A. HELD ON NOVEMBER 30, 2009

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1 EXHIBIT II MINUTES OF THE BOARD OF DIRECTORS' MEETING OF JULIO SIMÕES LOGÍSTICA S.A. HELD ON NOVEMBER 30, 2009 TRADING POLICY OF SECURITIES ISSUED BY JULIO SIMÕES LOGÍSTICA S.A. I. GOAL 1.1 This Trading Policy of Securities issued by Julio Simões Logística S.A., prepared pursuant to CVM Rule no. 358, of January 3, 2002, with amendments thereto, aims to establish the rules for the trading of securities issued by the Company by Related Parties, in order to ensure the compliance with good conduct practices and avoid misuse of Privileged Information. II. DEFINITIONS 2.1 The terms and expressions described below, when used in this Trading Policy, will have the following meanings: "Controlling Shareholder": The shareholder or group of shareholders party to a shareholders agreement or under common control, with the direct or indirect control of the Company pursuant to Law no /76 and amendments thereto. "Management": the Company s Executive Officers, members of the Board of Directors, sitting and alternate members. "Company": Julio Simões Logística S.A "Fiscal Council Members": the members of the Company s Fiscal Council, sitting and alternate, when installed, elected by resolution of the Company s General Shareholders Meeting. Accredited Stockbrokers : the securities stockbrokers especially accredited by the Company to trade its securities with related parties. CVM : the Brazilian Securities and Exchange Commission. Investor Relations Officer : the Company s Officer responsible for rendering information to investors, CVM and Market Entities, as well as for updating the Company s publicly-held company registration before the CVM. Market Entities : group of stock exchanges or organized over-the-counter markets in which

2 securities issued by the Company are or might be accepted for trading, as well as equivalent entities in other countries. Former Administrators : The Administrators that are no longer part of the Company s Management. Employees with access to Privileged Information : The staff and other company employees which, due to their position or function within the Company, have access to any Privileged Information. Privileged Information : All information related to the Company or its Subsidiaries that could significantly influence the price of securities, in accordance with Rule 358 and that still have not been disclosed to Investors. Rule 358 : The Brazilian Securities and Exchange Commission Rule No. 358, of January 3, 2002, as amended. Trading Impediment Period : All and any period in which there is an prohibition to the trading of securities by determination of the law or the Investor Relations Officer. Related Persons : parties related to the Company s Management and Fiscal Council Members as follows: the spouse, from whom the party is not judicially separated, the partner; (iii) any dependant included in the individual income tax return; and (iv) companies directly or indirectly controlled by the Management, the Fiscal Council Members or Related Parties. Related Parties : The Company, the Controlling Shareholders, the Management, Fiscal Council Members and employees with access to privileged information, and also, any person that, by virtue of his/her position or function in the Parent Company or in the Subsidiaries, have expressly adhered to the Trading Policy and are obliged to comply with the rules provided thereby. Trading Policy": This Trading Policy of Securities issued by the Company.

3 Subsidiaries": The companies in which the Company, directly or by means of other companies, is the holder of rights which ensure, permanently, preponderance in social resolutions and the power to elect the majority of the management. Declaration of Compliance : Declaration of compliance to the present Trading Policy, to be executed as per the model included as Exhibit 1 to this Trading Policy, pursuant to articles 15, Paragraph 1, sub item 1 and article 16, Paragraph 1 of Rule 358. Securities : Shares, debentures, subscription bonuses, receipts and subscription rights, promissory notes, put and call options, indexes and derivatives of any kind, as well as, any other securities or collective investment agreements issued by the Company or referred to them, of which shall be considered securities by legal definition. III COMPANY S SECURITIES TRADING POLICY 3.1 Trading through Accredited Stockbrokers and Trading Impediment Periods. With the purpose of ensuring the standards for trading with the Company s securities set forth in this Trading Policy, all the trading with securities by the Company itself and parties required to comply with the terms and conditions of this Trading Policy shall only be carried out with the intermediation of Accredited Stockbrokers, as per records sent by the Company to the CVM, to be updated from time to time The Related Parties that have signed the Declaration of Compliance shall not be able to trade their Securities in the Trading Impediment Periods. The Investor Relations Officer is not obliged to inform the reasons for the Trading Impediment Period, and the Related Parties must maintain those reasons under absolute secrecy. 3.2 Restrictions to Trading Pending Disclosure of Material Act or Fact The trading of Securities is prohibited to Related Parties who may have knowledge of Privileged Information about the Company, until the information is disclosed to the market as a Material Act or Fact Item rule also applies to:

4 (iv) when (a) the acquisition or sale of Securities is under progress by the Company itself, its Subsidiaries or another company under common control; or (b) option or power of attorney has been granted for such purpose, exclusively on the dates the Company trades or notifies the Accredited Stockbrokers that it will trade Securities issued thereby; (v) When there is the intention to promote the Company s merger, full or partial spin-off, amalgamation, transformation or corporate restructuring. 3.3 Exceptions to the General Restrictions to the Trading of Securities The restrictions to the Trading set forth herein do not apply to the Related Parties when they carry out authorised operations within the scope of this Trading Policy, as per item no , below The trading by the Related Parties will be included in the scope of the Trading Policy when carried out in accordance with the long-term investment plan approved by the Company, having at least one of the following characteristics: Execution, by the Company, of the purchases that are purpose of the program of repurchase of shares for cancellation or maintenance in treasury. Application of the variable compensation received by the Related Party, as profit share, through the acquisition of Securities; or acquisition of shares for cancellation or maintenance in treasury or sale of treasury shares by the Company, by means of private trading, in accordance with the exercise of stock options within the scope of the Company s stock option plan, duly approved by the General Meeting. 3.4 Restrictions to the Trading after the Disclosure of Material Act or Fact Even after the disclosure of a Material Act or Fact, the prohibition to trading shall prevail, in case it can interfere with the conditions of business with Securities, so as to cause damage to the Company itself or its shareholders, and this additional restriction shall be informed by the Investor Relations Officer. 3.5 Restriction to Trading in a period prior to the Disclosure of Quarterly Information, the Standardised Financial Statements and Allocation of Net Income.

5 The Related Parties shall not be able to trade Securities in the period fifteen (15) days before the disclosure or publication, when will be the case, of the Company s quarterly information (ITR); or the Company s standardised financial statements (DFP) The restrictions set forth in item above, do not apply to the Individual Investment Program assumptions, complying with the requirements set forth in article 15, Paragraph 3 of Rule 358, by means of which the parties submitted to this Trading Policy indicate approximately the volume of funds to be invested or the amount of securities issued by the Company to be traded, as well as the investment duration The people mentioned in item above shall not trade Securities in period to be determined by the Investor Relations Officer, between the decision made by the competent corporate body, to increase the capital stock, to distribute net income, stock bonus or derivatives or to approve stock splits, and the publication of the respective notices and announcements The Accredited Stockbrokers (a) will not register the purchase and sale of Securities by the people mentioned above, if carried out during the fifteen (15) days prior to the disclosure or publication of this periodic information or Company s financial statements, and (b) will inform the Company when the operation occurs The Accredited Stockbrokers will receive from the Company a list of Related Parties who will be prevented from trading Securities during the periods mentioned in item The Accredited Stockbrokers will sign a declaration of responsibility, ensuring the fulfilment of obligations set forth in item above. 3.6 Prohibition to the Resolution Related to the Acquisition or Sale of Shares Issued by the Company The Board of Directors may not approve the acquisition or the sale, by the Company, of Securities issued by the Company itself while they have not been disclosed to the market, if was the case, by means of publication of Material Act or Fact, information on the: Execution of any agreement or contract for the transfer of the Company s share control; or Grant of option or mandate for the end of the transfer of the Company s share control; or

6 (iii) when there is the intention to promote the Company s merger, full or partial spin-off, amalgamation, transformation or corporate restructuring In the event that, after the approval of the share repurchase program, a fact that fits into any of the three hypotheses above occurs, the Company shall immediately suspend the operations with its Securities until the disclosure of the respective Material Act or Fact. 3.7 Prohibition to Trading Applicable to Former Administrators The Former Administrators who resign from the Company s management before the public disclosure of a Material Act or Fact related to the business or fact started during their management term may not trade Securities: for a six-(6) month period after his/her resignation; or Before completing 6 (six) months of their resignation, until the disclosure, by the Company, of the Material Act or Fact to the market; In the hypothesis of item above, if the trading with the Securities, after the disclosure of the Material Act or Fact, could interfere with the conditions of said businesses at the expense of the Company or its shareholders, the Former Administrators will not be allowed to trade Securities by the terms indicated in item above. 3.8 Prohibitions on Indirect Trading The prohibitions to trading regulated by this Policy apply to trading carried out by the Related Parties, inclusively in the cases which trading occurs by means of the intermediation of: a company controlled by them; third parties with whom they have executed agreement of securities portfolio management or trust; or (iii) Related parties or any person that has had access to Privileged Information, by intermediation of any person prevented from trading, knowing that this was not disclosed to the market yet They are not considered indirect trading, and will not be subject to the restrictions set forth in this Trading Policy, the trading carried out by investment funds and/or clubs of which the parties mentioned in the item above are quota holders, provided that: the investment funds and/or clubs are not exclusive; and

7 the trading decisions of investment fund and/or club managers cannot be influenced in any form by the respective quota holders. IV. AMENDMENT TO THE TRADING POLICY 4.1 By resolution of the Board of Directors, the Company s Trading Policy may be changed under the following circumstances: when there is an express determination in this sense by the CVM; in view of a change in the applicable legal and regulatory rules, in order to implement the necessary adaptations; (iii) when the Board of Directors, in the evaluation process of the efficiency of the procedures adopted, finds the need of amendments. 4.2 The amendment to the Company s Trading Policy must be notified to the CVM and to the Market Entities by the Investor Relations Officer, as required by applicable rules, as well as to the persons mentioned in the list referred in item below. 4.3 This Trading Policy may not be amended if a Material Fact is pending disclosure. V. BREACHES AND SANCTIONS 5.1 Without adverse affects to the proper sanctions pursuant to the legislation in force, to be applied by the proper authorities, in the event of violation of the terms and procedures established herein, it will be incumbent upon the Investor Relations Officer to take the proper disciplinary measures within the Company s internal scope, after the approval of the members of the Board of Directors. The disciplinary measures may also encompass the removal from office or the dismissal of the violator in the assumptions of serious infringement. 5.2 In the event the proper measure is of legal or statutory competence of the General Meeting, the Board of Directors shall call it to resolve on the issue. VI. FINAL PROVISIONS 6.1 The Company shall send by registered mail to the Controlling Shareholder, to the Officers, the members of the Board of Directors and of the Fiscal Council, if such body is instated, a copy of this Trading Policy, requesting the return to the Company of the declaration of compliance duly signed pursuant to Exhibit A hereto, which will be filed at the Company s headquarters.

8 6.1.1 In the execution of the instrument of investiture of the new administrators the execution of the declaration in Exhibit A shall be required, giving them imediate knowledge of this Trading Policy The Company s Trading Policy, as well as the requirement of execution of the declaration in Exhibit A, the parties referred to in item 6.1 above, will be made before this person trades with Securities issued by the Company The Company will keep in its headquarters, at CVM s disposal, the list of persons included in this item 6.1 and their respective qualifications, indicating the position or duty, address and Corporate Taxpayer s ID or Individual Taxpayer s Register, immediately updating it whenever there is a change.

9 EXHIBIT A STATEMENT OF ADHERANCE TO THE TRADING POLICY OF SECURITIES ISSUED BY JULIO SIMÕES LOGÍSTICA S.A. By this present instrument, [to insert name or corporate name], [to insert qualification - nationality, marital status, profession, identity card (RG)/ alien registration (RNE), if individual; to identify the corporate type, if legal entity], with address at [to insert address], [individual taxpayer's register (CPF/MF) corporate taxpayer s ID (CNPJ/MF)] No. [to insert the number], in the capacity of [to indicate the position held or controlling shareholder ] of JULIO SIMÕES LOGÍSTICA S.A., a joint stock company with headquarters in the City of São Paulo, State of São Paulo, at Avenida Angélica, 2346, 16º andar, parte B do escritório 161, Edifício New England, Consolação, CEP , Corporate Taxpayer s ID of the Ministry of Finance (CNPJ) No / , hereinafter simply referred to as Company, by this Declaration of Compliance, declares to be aware of Trading Policy of Securities issued by the Company, approved by the Board of Directors on November 30, 2009, pursuant to CVM Rule 358, as of January 3, 2002, as amended by CVM Rule no. 369, as of June 11, 2002 and CVM Rule 449, as of March 15, 2007, and assumes the commitment to comply with the rules and procedures provided for in such document and guide his/hers actions towards the Company always in conformity with such provisions. [add place and date of signature] [name or corporate name]