EXTRAORDINARY SHAREHOLDERS MEETING DECEMBER 29, 2011

Transcription

1 GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS JSL S.A. EXTRAORDINARY SHAREHOLDERS MEETING DECEMBER 29, 2011 DECEMBER 13, 2011 This guide aims to assist shareholders, investors and the general market by describing the information concerning the shareholders meetings, which is applicable on the publication date of this guide.

2 TABLE OF CONTENTS 1. INSTRUCTIONS FOR PARTICIPATING IN THE EXTRAORDINARY SHAREHOLDERS MEETING INTRODUCTION SHAREHOLDERS SHAREHOLDER REPRESENTATION SHAREHOLDERS REPRESENTED BY PROXY INFORMATION ON THE MATTERS TO BE EXAMINED AND DISCUSSED APPROVAL OF THE MERGERS AND HIRING OF THE APPRAISER APPROVAL OF THE INCREASE IN THE COMPANY'S CAPITAL STOCK AMENDMENTS TO ARTICLES 5, 11, 31, 35, 42, 46, 47, 52, 57 AND 58 OF THE COMPANY S BYLAWS CLOSING REMARKS... 9 ATTACHMENT A.I COPIES OF THE APPRAISAL REPORT ATTACHMENT A.II INFORMATION ON THE APPRAISERS ATTACHMENT A.III COPY OF THE APPRAISER S WORK AND REMUNERATION PROPOSALS ATTACHMENT B INFORMATION ON THE CAPITAL STOCK INCREASE ATTACHMENT C.I REPORT DETAILING THE ORIGIN AND JUSTIFICATION FOR THE AMENDMENTS PROPOSED AND AN ATTACHMENT C.II COPY OF THE COMPANY S BYLAWS WITH THE PROPOSED THE DETAILED HIGHLIGHTED PROPOSALS ATTACHMENT D PROXY APPOINTMENT TEMPLATE QUESTIONS AND CLARIFICATIONS: JSL S.A. Av. Angélica, 2346 São Paulo - SP Attn. Investor Relations Department Phone: +55 (11) Fax: +55 (11) ri@jsl.com.br 2

3 1. INSTRUCTIONS FOR PARTICIPATING IN THE EXTRAORDINARY SHAREHOLDERS MEETING 1.1. Introduction Pursuant to the call notice to be published on December 14, 2011, an Extraordinary Shareholders Meeting ( ESM ) of JSL S.A. ( Company ) was called to deliberate on the following agenda: (i) To approve the Protocol and Justification of Merger of Rodoviário Schio S.A. into JSL S.A., entered into between the Board of Executive Officers of Rodoviário Schio S.A., a closely-held corporation, Corporate Taxpayer's ID (CNPJ/MF) /001-28, headquartered in the city and state of São Paulo, at Avenida Cândido Portinari, nº 1.188, Vila Piauí, CEP ( Schio ), and the Company ( Schio Protocol and Justification ); (ii) To approve the Protocol and Justification of Merger of Transportadora Grande ABC Ltda. into JSL S.A., entered into between the Board of Executive Officers of Transportadora Grande ABC Ltda., a limited liability company, Corporate Taxpayer's ID (CNPJ/MF) / , headquartered in the city of São Bernardo do Campo, state of São Paulo, at Rua Frei Damião, nº 865, setor A, Vila Paulicéia, CEP ( TGABC and, jointly with Schio, Merged Companies ), and the Company ( TGABC Protocol and Justification and jointly with Schio Protocol and Justification, Protocols and Justifications ); (iii) to ratify the hiring by the Company of Acal Auditores Independentes S/S, a company headquartered in the city and state of Rio de Janeiro, at Avenida Rio Branco, 181, sala (parte), CEP , registered in the Regional Accounting Council (CRC/RJ) under no /O-9 and registered in the roll of corporate taxpayers (CNPJ/MF) under no / , ( Appraiser ), to prepare (a) the appraisal report of the net assets of TGABC, as of December 31, 2010, and considering the net book value of assets ( TGABC Appraisal Report ); and (b) the appraisal report of the net assets of Schio, for an increase in the Company's capital, as of December 31, 2010, and considering the net book value of assets ( Schio Appraisal Report and, jointly with TGABC Appraisal Report, Appraisal Reports ); (iv) To approve the Appraisal Reports; 3

4 (v) To approve the merger of Schio and TGABC into the Company, with subsequent transfer of the respective net assets of the Merged Companies to the Company's net assets ("Mergers"); (vi) To approve the Company s capital increase in the amount of eight million, six hundred ninetyseven thousand, three hundred forty-four reais and thirty-eight centavos (R$8,697,344.38), upon issue of two million, four hundred thirty-nine thousand, nine hundred forty-four (2,439,944) book-entry, common shares with no par value, to be subscribed by the managers of Schio, on behalf of Mr. José Pio X Schio ( José Schio ), the only remaining shareholder of Schio, and paid up through a transfer of the net assets of Schio to the Company, pursuant to the Private Purchase Instrument of Equity Interest and Other Covenants, entered into on November 21, 2011 between the original shareholders of Schio and the Company, and to Schio Protocol and Justification; (vii) to amend to Article 5 of the Company's Bylaws to reflect the capital increase; (viii) in compliance with the suggestions made by BM&FBOVESPA, to amend Articles 11, 31, 35, 42, 46, 47, 52, 57 and 58 of the Company s Bylaws, in order to implement, among other things, the provisions in the Novo Mercado Listing Rules, in addition to the amendments already made by the Company at the Extraordinary Shareholders Meeting held on December 8, 2011; and (ix) to approve all necessary acts to be carried out by the Company s managers to implement the mergers. Pursuant to Article 227 of Law 6,404/76 ( Brazilian Corporation Law ), merger operations must be previously approved at the merging company s Shareholders Meeting. Should the merger result in capital increase, the increase must also be approved at the Shareholders Meeting. Likewise, under Article 135 of the Brazilian Corporate Law, a company that intends to amend its Bylaws shall submit the matter to approval by shareholders at an Extraordinary Shareholders Meeting (ESM), as well as the information under Article 11 of CVM Instruction 481 of December 17, 2009 ( CVM Instruction 481 ) Also, whenever the Shareholders Meeting is called to choose appraisers, the company must provide all the information set forth in Article 21 of CVM Instruction 481. Therefore, under Paragraph 3 of Article 135 of the Law of Corporations and Article 6, sole Paragraph of CVM 481, documents relating to the items on the agenda were made available for shareholders at 4

5 the Company s head office as well as the websites of the CVM ( and the Company ( on December 13, Shareholders Persons attending the Meeting must prove (i) they are shareholders by presenting their identification document (RG, RNE, driver s license or officially recognized trade membership cards) and (ii) their ownership of shares by the statement issued by the depositary institution of the book-entry shares. Shareholders must also present a copy of documents duly demonstrating the powers of representation for proxies and representatives. Copies of these documents must be lodged by 10 a.m. on December 27, 2011, (i) at the administrative head office of the Company located, in the city of São Paulo, state of São Paulo at Av. Angélica, 2346, Consolação; or (ii) via facsimile at +55 (11) or (iii) via the ri@jsl.com.br. It is recommended that shareholders present themselves at the ESM 1 (one) hour prior to the time indicated in the call notice. JSL s Investor Relations Department is available to provide any further clarifications at the telephone numbers +55 (11) or via the ri@jsl.com.br Shareholder Representation Shareholders participating through their legal representatives or proxies must present: a copy of the corporate acts granting them powers of representation; and/or a copy of the proxy appointment Shareholders Represented by Proxy In accordance with Article 126 of Brazilian Corporation Law, shareholders may be represented at the ESM by proxies appointed less than one year ago that are a shareholder, administrator or lawyer or even a financial institution. Investment funds may be represented by their administrator, manager or proxy. A template proxy appointment is available in Attachment D. Proxy appointments and corporate acts from abroad must be delivered to JSL duly notarized, consularized and with a sworn translation into Brazilian Portuguese. 5

6 2. INFORMATION ON THE MATTERS TO BE EXAMINED AND DISCUSSED 2.1. Approval of the Stock Merger and hiring of the Appraiser Management Proposal As described in the Company s Material Fact of November 22, 2011, the management of the Company proposesthe approval of the merger of Schio, which will comprise the second and last stage of the operation to acquire 100% of Schio s capital by the Company, pursuant to the Private Purchase Instrument of Equity Interest and Other Covenants, entered into on November 21, 2011, between the original shareholders of Schio and the Company, and to Schio Protocol and Justification. The management of the Company also proposes the approval of the merger of TGABC, pursuant to TGABC Protocol and Justification, with the objective of simplifying the corporate structure of the Company s economic group, thus reducing financial and operating costs and rationalizing the activities of the Company and of TGABC. In order to implement the mergers, the management of the Company proposes the ratification of the hiring of the Appraiser, which will carry out appraisals of the net assets of TGABC, Schio and the Company. In connection with such proposal, the following documents are being submitted to the Company s shareholders: (i) Copy of the Appraisal Report and the appraisal reports of the net assets of JSL, Schio and TGABC at market value (Attachment A.I); and (ii) Information on to the Appraiser, pursuant to Article 21 of CVM Instruction 481 (Attachment A.II). 6

7 2.2. Approval of the increase in the Company's capital stock Management Proposal In view of the merger of Schio into the Company, the management of the Company proposes that of the net assets of Schio to be merged into the Company, net of the portion already booked by the Company through equity income, (a) eight million, six hundred ninety-seven thousand, three hundred forty-four reais and thirty-eight centavos (R$8,697,344.38) should be allocated to the capital stock. Therefore, the Company s capital will increase from six hundred seventeen million, fifty-four thousand, six hundred twenty-seven reais (R$617,054,627.00) to six hundred twenty-five million, seven hundred fifty-one thousand, nine hundred seventy-one reais and thirty-eight centavos (R$625,751,971.38), divided into two hundred and one million, three hundred twenty-nine thousand, six hundred (201,329,600) common shares, upon issue of two million, four hundred thirty-nine thousand, nine hundred forty-four (2,439,944) registered, book-entry common shares with no par value, to be subscribed by the managers of Schio, on behalf of José Schio, pursuant to Article 227, paragraph 2, of the Brazilian Corporation Law, and paid up be transfer of the net assets of Schio to the Company s net assets. In connection with this proposal, the information regarding the capital increase resulting from the merger of Schio into the Company is being submitted to the Company s shareholders, pursuant to Article 14 of CVM Instruction 481 (Attachment B). 7

8 2.3. Amendment to Articles 5, 11, 31, 35, 42, 46, 47, 52, 57 and 58 of the Company's Bylaws Management Proposal In view of the capital increase described in the previous item, the management of the Company proposes to amend Article 5 of the Company s Bylaws. (i) in compliance with the suggestions made by BM&FBOVESPA, to amend Articles 11, 31, 35, 42, 46, 47, 52, 57 and 58 of the Company s Bylaws, in order to implement, among other things, the provisions in the Novo Mercado Listing Rules, in addition to the amendments already made by the Company at the Extraordinary Shareholders Meeting held on December 8, 2011 Regarding the proposed proposal, the following information and documents are available for the Company s shareholders: (i) Report detailing the origin and justification for the proposed amendments, together with an analysis of their legal and economic effects, in accordance with Article 11, Paragraph II, of CVM Instruction 481 (Attachment C.I); and (ii) Copy of the Bylaws, with the proposed amendments highlighted, in accordance with Article 11 I, of CVM Instruction 481 (Attachment C.II). 8

9 3. CLOSING REMARKS The information in this guide is useful for exercising your voting rights as a Shareholder in the Company. Accordingly, we suggest you read this Manual prior to the Extraordinary Shareholders Meeting. Sincerely, JSL S.A. Investor Relations Department 9

10 ATTACHMENT A.I COPIES OF THE APPRAISAL REPORTS 10

11 ATTACHMENT A.II INFORMATION ON THE APPRAISERS 1. List the appraisers recommended by management Acal Auditores Independentes S/S, a company headquartered in the city and state of Rio de Janeiro, at Avenida Rio Branco, 181, sala (parte), CEP , registered at CRC/RJ under no /O-9 and in the roll of corporate taxpayers (CNPJ/MF) under no / Describe the qualification of the recommended appraisers The Appraiser is a company that specializes in auditing proceedings, registered with the CVM, and is qualified to prepare an Appraisal Report under the statutory provisions and standards in force. 3. Copy of the work and remuneration proposals of the recommended appraisers See Attachment A.II.3 4. Describe any material relationship existing in the last three (3) years between the recommended appraisers and the parties related to the company, as per definition in the accounting rules addressing this matter Not applicable 11

12 ATTACHMENT A.II.3 COPY OF THE APPRAISER S WORK AND REMUNERATION PROPOSAL 12

13 ATTACHMENT B INFORMATION ON THE CAPITAL STOCK INCREASE 1. Amount of the capital increase and the new capital stock The increase in the Company s capital stock following the merger of Schio into the Company will amount to eight million, six hundred ninety-seven thousand, three hundred forty-four reais and thirtyeight centavos (R$8,697,344.38), bringing the Company s capital stock up from six hundred seventeen million, fifty-four thousand, six hundred twenty-seven reais (R$617,054,627.00) to six hundred twenty-five million, seven hundred fifty-one thousand, nine hundred seventy-one reais and thirty-eight centavos (R$625,751,971.38), divided into two hundred and one million, three hundred twenty-nine thousand, six hundred (201,329,600) common shares ( Capital Increase ). Under Article 227 of the Brazilian Corporate Law, the Company s shares to be issued as a consequence of the Capital Increase will be subscribed by the managers of Schio, on behalf of José Schio. Since the Company is currently the controlling shareholder of Schio, the merger will not cause the Company to issue shares other than the aforementioned ones, given that a large portion of Schio s net assets are already booked by the Company through equity income. 2. Inform if the increase will be made through: (a) conversion of debentures into shares; (b) exercise of subscription rights; (c) capitalization of profits or reserves; or (d) subscription of new shares The capital increase will be made through the merger of the portion of the net assets of Schio corresponding to Schio shares currently held by José Schio. Under Paragraph 2 of Article 227 of the Brazilian Corporate Law, the shares to be issued by the Company will be subscribed by the management of Schio on behalf of José Schio. 3. Explain in detail the reasons for the capital increase and its legal and economic consequences The capital increase results from the transfer of the portion of the net assets of Schio corresponding to Schio shares currently held by José Schio to the Company s net assets following the merger of Schio into the Company, pursuant to Article 227 of the Brazilian Corporate Law. Except for the regular legal consequences of a capital increase, Management does not foresee any other legal consequences of the Capital Increase. 13

14 From an economic perspective, Management does not see other economic consequences for the Company and its shareholders but those expected in a capital increase resulting from a merger transaction, such as, for example, the dilution of the Company s shareholders, as explained in items 5(h) and 5(n) below. 4. Add a copy of the Supervisory Board s opinion, as applicable Not applicable. 5. In the case of a capital increase through the subscription of shares a. Describe the allocation of the proceeds No resources will be invested. There will only be the transfer of the portion of the net assets of Schio corresponding to Schio shares currently held by José Schio to the net assets of the Company, as mentioned above. b. Inform the number of shares issued for each type and class The Company's capital stock now consists of one 198,889,656 non-par registered common shares. The Company s capital will be increased through the issue of 2,439,944 new non-par registered common shares issued by the Company. Therefore, the Company s capital stock will be represented by 201,329,600 shares. c. Describe the rights, advantages and restrictions of the shares to be issued Company shares issued following the Capital Increase are identical to existing shares, and shall be entitled the same rights as the other common shares issued by the Company, pursuant to its Bylaws, including dividends and interest on equity declared by the Company. d. Inform if the subscription will be public or private The subscription of new Company shares following the capital increase will be private. e. For a private subscription, inform if related parties, as defined by the accounting rules addressing this matter, will subscribe shares in the capital increase, reporting the respective amounts, if such amounts are already known 14

15 Not applicable f. Inform the issuance price of the new shares, or the reasons why the board of directors should be in charge of setting it, for public distributions As described in the Private Purchase Instrument of Equity Interest and Other Covenants entered into on November 21, 2011 between the original shareholders of Schio and the Company, as a result of the Capital Increase, 2,439,944 new registered, common shares with no par value will be issued and paid up through the merger of the portion of the net assets of Schio corresponding to Schio shares currently held by José Schio. g. Inform the face value of the shares issued or, for non-par shares, the portion of the issuance price that will be allocated to the capital reserve The Company s shares have no par value. There will be no allocation to the Company s capital reserve. h. Management s opinion on the effects of the capital increase, especially with regard to the capital dilution caused by the increase The capital increase derives from the merger of Schio into the Company, which, on its turn, is in the scope of the operation for the acquisition of 100% of Schio by the Company. The management of the Company believes that this operation will increase the Company s competitiveness, by taking advantage of synergies between the Company and Schio. The Capital Increase will result in a dilution of the interest currently held by Company shareholders. The percentage of the dilution resulting from the Capital Increase is stated in item 5(n) below. i. Inform the criteria to calculate the issuance price and justify in detail the economic aspects that have led to this choice As described in the Private Purchase Instrument of Equity Interest and Other Covenants entered into on November 21, 2011 between the original shareholders of Schio and the Company, as a result of the Capital Increase, 2,439,944 new registered, common shares with 15

16 no par value will be issued and paid up through the merger of the portion of the net assets of Schio corresponding to Schio shares currently held by José Schio. j. In case the issuance price was set with a premium or discount compared to the market value, identify the reason for the premium or discount, and explain how it was determined Not applicable. k. Provide a copy of all reports and studies that supported the determination of the issuance price The appraisal reports related to the merger of Schio are indicated in Attachment A.I and were made available to shareholders at the Company s headquarters, at the Company s website ( as well as at the websites of BM&FBOVESPA ( and the Brazilian Securities and Exchange Commission ( as per the Brazilian Corporation Law and CVM Instruction 481/2009. l. Inform the quotation of each type and class of the Company s shares in the markets where they are traded, including: i. Minimum, average and maximum quotation in each of the last three (3) years Year Minimum Average Maximum N/A N/A N/A 2008 N/A N/A N/A ii. Minimum, average and maximum quotation in each quarter of the last two (2) years Quarter Minimum Average Maximum Q Q Q Q N/A N/A N/A Q N/A N/A N/A 16

17 Quarter Minimum Average Maximum Q N/A N/A N/A Q N/A N/A N/A Q N/A N/A N/A iii. Minimum, average and maximum quotation in each of the last six (6) months Month Minimum Average Maximum Nov Oct Sep Aug July June iv. Average quotation in the last 90 days R$8.66 m. Inform the issuance price of shares in capital increases made in the last three (3) years According to the minutes of a Board of Directors Meeting held on April 19, 2010, the issue price of Company shares issued in a capital increase approved at that meeting was R$8.00. According to the minutes of a Board of Directors Meeting held on May 20, 2010, the issue price of Company shares issued in a capital increase approved at that meeting was R$8.00. According to the minutes of an Extraordinary General Meeting held on July 28, 2009, the issue price of Company shares issued in a capital increase approved at that meeting was R$1.00. n. Percentage of potential dilution resulting from the issuance The percentage of dilution resulting from the share issue in view of the Capital Increase is 1.22% o. Inform the deadlines, conditions and means of subscription and payment for the shares issued 17

18 The shares issued as a consequence of the Capital Increase will be subscribed the managers of Schio, on behalf of José Schio, pursuant to Article 227, paragraph 2 of the Brazilian Corporation Law, and paid up by transfer of the portion of the net assets of Schio corresponding to Schio shares currently held by José Schio to the net assets of the Company. p. Inform if the shareholders will have the right of first refusal to subscribe the new shares issued and provide details on the terms and conditions this right is subject to Under Paragraph 1 of Article 227 of the Brazilian Corporate Law, the Company s shareholders will not have the right of first refusal to subscribe the capital increase. q. Management proposal for the treatment of occasional unsubscribed shares Not applicable. r. Describe in detail the procedures to be adopted in case a partial homologation is expected for the capital increase Not applicable. s. In case the issuance price is fully or partially realized in assets i. Fully describe the assets The shares issued as a consequence of the Capital Increase will be paid up by the portion of the net assets of Schio corresponding to Schio shares currently held by José Schio, which will be merged into the net assets of the Company, pursuant to Article 227 of the Brazilian Corporation Law. ii. Provide details regarding the relation between the assets added to the company s equity and its corporate purpose Schio currently operates in the same economic segment as the Company, and its activities are already included in the Company's corporate purpose. 18

19 iii. Copy of the assets appraisal report, if available The appraisal report of the net assets of Schio is available in Attachment A.I and was made available to shareholders at the Company s headquarters, at the Company s website ( as well as at the websites of BM&FBOVESPA ( and the Brazilian Securities and Exchange Commission ( as per the Brazilian Corporation Law and CVM Instruction 481/ In the case of a capital increase through the capitalization of profits or reserves a. Inform if it will result in any change in the shares par value, if any, or the distribution of new shares among the shareholders Not applicable. b. Inform if the capitalization of profits or reserves will be made with or without a change in the number of shares, for companies with non-par shares Not applicable. c. In the case of distribution of new shares i. Inform the number of shares issued for each type and class Not applicable. ii. Inform the percentage the shareholders will receive in stock Not applicable. iii. Describe the rights, advantages and restrictions of the shares to be issued Not applicable. iv. Inform the acquisition cost, in Brazilian reais per share, to be attributed so that the shareholders comply with Article 10 of Law 9,249, of December 26,

20 Not applicable. v. Inform how fractions will be dealt with, if applicable Not applicable. d. Inform the deadline provided for in Paragraph 3 or Article 169 of Law 6,404 of 1976 Not applicable. e. Provide the information and documents relevant to item 5 above, as applicable Not applicable. 7. In case of a capital increase through the conversion of debentures into shares or exercise of subscription rights a. Inform the number of shares issued for each type and class Not applicable. b. Describe the rights, advantages and restrictions of the shares to be issued Not applicable. 20

21 ATTACHMENT C.I REPORT DETAILING THE ORIGIN AND JUSTIFICATION FOR THE AMENDMENTS PROPOSED AND AN ANALYSIS OF THEIR LEGAL AND ECONOMIC EFFECTS 1. Amendment to Article 5 of the Company s Bylaws As a result of the Capital Increase, Management proposes to amend the caput of Article 5 of the Company s Bylaws so as to adapt this clause to the new amounts of the Company s capital stock and the number of shares issued thereby. 2. Amendment to Articles 11, 31, 35, 42, 46, 47, 52, 57 and 58 of the Company s Bylaws In compliance with the suggestions made by BM&FBOVESPA, to amend Articles 11, 31, 35, 42, 46, 47, 52, 57 and 58 of the Company s Bylaws, in order to implement, among other things, the provisions in the Novo Mercado Listing Rules, in addition to the amendments already made by the Company at the Extraordinary Shareholders Meeting held on December 8, 2011 Comparison Table The following table shows the amendment to the Company s Bylaws proposed in item 1 above: Current Wording Article 5 The capital stock of the Company, totally subscribed and paid-in, is of is six hundred and seventeen million, fifty-four thousand, six hundred and twenty-seven Reais (R$ 617,054,627.00), divided in 198,889,656 ordinary, nominative shares without face value. Proposed Wording Article 5 The capital stock of the Company, totally subscribed and paid-in, is of is six hundred and twenty-five million, seven hundred fifty-one thousand, nine hundred seventy-one reais and thirty-eight centavos (R$625,751,971.38), divided intosix hundred and seventeen million, fifty-four thousand, six hundred and twenty-seven Reais (R$ 617,054,627.00), two hundred and one million, three hundred twenty-nine thousand and six hundred (201,329,600)198,889,656 ordinary, nominative shares without face value. Article 11 [...] Paragraph 2 - The resolutions of the General Meeting, except in special events set forth in Article 11 [...] Paragraph 2 - The resolutions of the General Meeting, except in special events set forth in 21

22 law, shall be taken by absolute majority of votes, not being calculated the votes in blank. law, and observing the provisions herein, shall be taken by absolute majority of votes, not being calculated the votes in blank. Article 31 [...] Paragraph 2 [...] [...] g) the balance shall have the destination attributed to it by the General Meeting, observed the legal provisions. Article 31 [...] Paragraph 2 [...] [...] g) the remaining balance will be paid as dividends, as provided by law. balance shall have the destination attributed to it by the General Meeting, observed the legal provisions. Article 35 [...] Purchasing Shareholder means anyone to which the Disposing Controlling Shareholder transfers the Control Shares in the Sale of Control of the Company. [...] Diffuse Control means the Power of Control exercised by a shareholder holder of at least fifty per cent (50%) of the capital stock. Means, further, the Power of Control when exercised by a Shareholders Group holder of a percentage higher than 50% of the capital stock in which each shareholder holds severally less than 50% of the capital stock and provided that these shareholders are not signatories according to votes, is not under common Control nor act representing a common interest. Article 35 [...] Purchasing Shareholder means anyone to which the Disposing Controlling Shareholder transfers the Control Shares in the Sale of Control of the Company. [...] Diffuse Control means the Power of Control exercised by a shareholder holder of at least fifty per cent (50%) of the capital stock. Means, further, the Power of Control when exercised by a Shareholders Group holder of a percentage higher than 50% of the capital stock in which each shareholder holds severally less than 50% of the capital stock and provided that these shareholders are not signatories according to votes, is not under common Control nor act representing a common interest. Article 42 - In the event of Diffuse Control and BM&FBOVESPA determining that the quotes of the securities issued by the Company are disclosed separately or that the securities issued by the Company have its negotiation suspended at the New Market, by virtue of noncompliance with the obligations set forth at the New Market Regulation, the Chairman of the Board of Directors shall call, within two (02) days as of such provision, calculated only the days in which there is the circulation of the newspapers normally used by the Company, an Extraordinary General Meeting for the replacement of the entire Board of Directors. Article 42 - In the event there is no Controlling Shareholder of Diffuse Control and BM&FBOVESPA determining that the quotes of the securities issued by the Company are disclosed separately or that the securities issued by the Company have its negotiation suspended at the New Market, by virtue of noncompliance with the obligations set forth at the New Market Regulation, the Chairman of the Board of Directors shall call, within two (02) days as of such provision, calculated only the days in which there is the circulation of the newspapers normally used by the Company, an Extraordinary General Meeting for the replacement of the entire Board of Directors. Paragraph 1 - If said Extraordinary General Meeting set forth at the caput of this Article is Paragraph 1 - If said Extraordinary General Meeting set forth at the caput of this Article is 22

23 or by the Chairman of the Board of Directors in the term established, the same may be called by any shareholder of the Company. or by the Chairman of the Board of Directors in the term established, the same may be called by any shareholder of the Company, pursuant to Article 123 of Law 6,404/76. Article 46 - Any Purchasing Shareholder, acquiring or becoming the holder of shares issued by the Company, including by force of use ensuring it the right to vote, in a quantity equal to or higher than fifteen per cent (15%) of the total of shares issued by the Company, excluding for the purposes of this calculation the treasury shares, shall, within 60 days as of the date of acquisition or as of the event giving rise to the ownership of shares in this quantity, perform or request the registry of a public offer for the acquisition of all shares issued by the Company, observing what is set forth at the regulation applicable of the Securities and Exchange Commission, the regulations of BM&FBOVESPA and the terms of this chapter. Paragraph 1 - The price to be offered for the shares issued by the Company object of the public offer ( Price of Offer ) shall be the highest value between: (a) the fair price, understood as the value of appraisal of the Company, assessed based on the criteria, adopted severally or in a combined manner, of net equity assessed at market price, discounted cash flow (considering the synergies resultant from the acquisition to the Purchasing Shareholder), comparison by multiples or quotation of the shares in the securities market, ensured the review of the value of the offer pursuant to Paragraph 3 of this Article; [...] Paragraph 3 - The shareholders holders of, at least, ten per cent (10%) of the shares issued by the Company, being excluded from this calculation the shares of ownership of the Purchasing Shareholder, may require to the administrators of the Company the call of an Extraordinary Meeting to decide on the performance of a new appraisal of the Company for the purposes of review of the Price of Offer, which report shall be prepared in the same way of the appraisal report set forth in item (f) of Paragraph 2 of this Article, under the procedures set forth in Article 4-A of the Business Corporation Law observing what is set forth at the applicable regulation of SEC and under the terms of this chapter. Article 46 - Any Purchasing Shareholder, acquiring or becoming the holder of shares issued by the Company, including by force of use ensuring it the right to vote, in a quantity equal to or higher than fifteen per cent (15%) of the total of shares issued by the Company, excluding for the purposes of this calculation the treasury shares, shall, within 60 days as of the date of acquisition or as of the event giving rise to the ownership of shares in this quantity, perform or request the registry of a public offer for the acquisition of all shares issued by the Company, observing what is set forth at the regulation applicable of the Securities and Exchange Commission, the regulations of BM&FBOVESPA and the terms of this chapter. Paragraph 1 - The price to be offered for the shares issued by the Company object of the public offer ( Price of Offer ) shall be the highest value between: (a) the fair price, understood as the value of appraisal of the Company, assessed based on the criteria, adopted severally or in a combined manner, of net equity assessed at market price, discounted cash flow (considering the synergies resultant from the acquisition to the Purchasing Shareholder), comparison by multiples or quotation of the shares in the securities market, ensured the review of the value of the offer pursuant to Paragraph 3 of this Article; [...] Paragraph 3 - The shareholders holders of, at least, ten per cent (10%) of the shares issued by the Company, being excluded from this calculation the shares of ownership of the Purchasing Shareholder, may require to the administrators of the Company the call of an Extraordinary Meeting to decide on the performance of a new appraisal of the Company for the purposes of review of the Price of Offer, which report shall be prepared in the same way of the appraisal report set forth in item (f) of Paragraph 2 of this Article, under the procedures set forth in Article 4-A of the Business Corporation Law observing what is set forth at the applicable regulation of SEC and under the terms of this chapter. 23

24 Paragraph 4 - At the Extraordinary Meeting set forth in Paragraph 3 above shareholders of the Company may vote, with exception to the Purchasing Shareholder. Paragraph 5 - Of the Extraordinary Meeting set forth in Paragraph 3 above decides on the performance of a new appraisal and the appraisal report verifies a value higher than the initial value of the public offer, the Purchasing Shareholder may waive it, undertaking, in this case, to observe, when applicable, the procedure set forth in Article 28 of the SEC Instruction nº 361/02, and dispose of the excess of interest within 3 months as of the date of the same Extraordinary Meeting. Paragraph 6 - The requirement of mandatory public offer set forth at the caput of this Article shall not exclude the possibility of another shareholder of the Company, or, if the case may be, of the Company itself, prepare another public offer concurrent or severally, under the terms of the applicable regulation. Paragraph 7 - The obligations set forth in Article 254-A of the Business Corporation Law, and in Articles 35, 36 and 37 of these Bylaws does not exclude the compliance by the Purchasing Shareholder of the obligations set forth in this Article. Article 47 - If the Purchasing Shareholder fails to comply with the obligations set forth in this Chapter VI, including with respect to deadlines (i) for the performance or request of registry of the public offer; or (ii) to comply with eventual requests or demands from SEC, the Board of Directors of the Company shall call an Extraordinary General Meeting, in which the Purchasing Shareholder may not vote, to decide on the suspension of the exercise of rights by the Purchasing Shareholder, pursuant to Article 120 of the Business Corporation Law. Paragraph 4 - At the Extraordinary Meeting set forth in Paragraph 3 above shareholders of the Company may vote, with exception to the Purchasing Shareholder. Paragraph 5 - Of the Extraordinary Meeting set forth in Paragraph 3 above decides on the performance of a new appraisal and the appraisal report verifies a value higher than the initial value of the public offer, the Purchasing Shareholder may waive it, undertaking, in this case, to observe, when applicable, the procedure set forth in Article 28 of the SEC Instruction nº 361/02, and dispose of the excess of interest within 3 months as of the date of the same Extraordinary Meeting. Paragraph 6 - The requirement of mandatory public offer set forth at the caput of this Article shall not exclude the possibility of another shareholder of the Company, or, if the case may be, of the Company itself, prepare another public offer concurrent or severally, or the Company itself prepare the public offer to cancel its registration under the terms of the applicable regulation. Paragraph 7 - The obligations set forth in Article 254-A of the Business Corporation Law, and in Articles 35, 36 and 37 of these Bylaws does not exclude the compliance by the Purchasing Shareholder of the obligations set forth in this Article. Article 47 - If the Purchasing Shareholder fails to comply with the obligations set forth in this Chapter VI, including with respect to deadlines (i) for the performance or request of registry of the public offer; or (ii) to comply with eventual requests or demands from SEC, the Board of Directors of the Company shall call an Extraordinary General Meeting, in which the Purchasing Shareholder may not vote, to decide on the suspension of the exercise of rights by the Purchasing Shareholder, pursuant to Article 120 of the Business Corporation Law. Article 52 - The cases not discussed in these Bylaws shall be settled by the General Meeting and regulated according to what is established by the Business Corporation Law. Article 52 - The cases not discussed in these Bylaws shall be settled by the General Meeting and regulated according to what is established by the Business Corporation Law, 24

25 observing the Novo Mercado Rules. Article 57 The provisions in Articles 46 and 47 of these Bylaws is not applicable to the shareholders that, immediately before the publication of the notice of begin of public distribution of shares, be the holders, direct and/or indirectly, of fifteen per cent (15%) or more of the total of shares issued by the Company, and its successors, as well as does not apply to any Purchasing Shareholder that acquires, in a private negotiation (out of the trading floor of BM&FBovespa), shares issued by the Company of ownership of the shareholders to which this Article 56 refers to. Article 57 The provisions in Articles 46 and 47 of these Bylaws is not applicable to the shareholders that, immediately before the publication of the notice of begin of public distribution of shares, be the holders, direct and/or indirectly, of fifteen per cent (15%) or more of the total of shares issued by the Company, and its successors, as well as does not apply to any Purchasing Shareholder that acquires, in a private negotiation (out of the trading floor of BM&FBovespa), shares issued by the Company of ownership of the shareholders to which this Article 56 refers to. Article 58 - The rights and obligations set forth in Articles 22 and 26, with respect to the Investors Relations Officer, shall be effective as of the grant of registry of open company by SEC. The provisions set forth in chapters VI and VII of these Bylaws shall only be effective as of the publication of the notice of begin of public distribution of shares, related to the first public distribution of shares, if the Company decides to do so after the obtainment of its respective registry of open company before SEC and its listing at the New Market. Article 58 -The rights and obligations set forth in Articles 22 and 26, with respect to the Investors Relations Officer, shall be effective as of the grant of registry of open company by SEC. The provisions set forth in chapters VI and VII of these Bylaws shall only be effective as of the publication of the notice of begin of public distribution of shares, related to the first public distribution of shares, if the Company decides to do so after the obtainment of its respective registry of open company before SEC and its listing at the New Market. 3. Proposal for Consolidation of Bylaws. The Board also proposes that the amendments be consolidated and submitted for approval at the Extraordinary Shareholders Meeting in accordance with items 1 and 2 above. The consolidated version proposed by the Board is available in Attachment C.II hereto. 25

26 ATTACHMENT C.II COPY OF THE COMPANY S BYLAWS WITH THE PROPOSED AMENDMENTS HIGHLIGHTED BYLAWS OF JSL S.A. CHAPTER I NAME, HEADQUARTERS, CORPORATE PURPOSE AND DURATION Article 1 JSL S.A. ( Company ) is a business corporation to be governed by these Bylaws, by the applicable legislation and the Regulation of Listing at the New Market ( New Market Regulation ) of BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange ( BM&FBOVESPA ). Paragraph 1 With the Company s admission to the special listing segment of the BM&FBOVESPA, known as the New Market, the Company, its shareholders, management and members of the Fiscal Council, when installed, are therefore subject to the Listing Regulations of the New Market of the BM&FBOVESPA ("New Market Regulations ). Paragraph 2 The terms of the New Market Regulations will take precedence over statutory terms, in the case of losses to the rights of those involved in public offerings set forth in these Bylaws. Article 2 Company has its headquarters and forum located in the city of São Paulo, state of São Paulo, at Avenida Angélica, 2346, parte B do escritório nº 161, 16º andar, Edifício New England, Consolação, CEP Sole Paragraph Company may, by resolution of the Executive Board of Directors, open and close branches, agencies, warehouses, offices and any other establishments, in the country or abroad, observed the provisions of these Bylaws. Article 3 - Company has as its object (i) the exploration of the following services: the road transportation of cargo, including, but not limited to, hygiene and health products, cosmetics, perfumery, medicines, pharmaceutical and/or pharmachemical inputs, including those subject to special control, household cleaners, biological material and food in general, as well as collective passenger transport, in the municipal, state, federal and international spheres; cargo storage; the exploration of customs clearance and public customs warehouses; the provision of specialized convoy services for its own vehicles and vehicles of third parties used to transport indivisible and excessively heavy or outsized cargo and other cargo that due to its hazardous nature depends on authorization and requires transportation by convoy; port operations in compliance with Law 8630/93; the storage of cargo for export; ground tourism 26

27 chartering and transport; logistics; the operation of bus terminals; the operation and maintenance of vehicle parking lots; the operation and maintenance of landfills and the incineration of waste in general; the collection and transport of domestic, commercial or industrial waste and hazardous and nonhazardous materials, including, but not limited to, biological and industrial waste; the cleaning of streets, public areas and properties in general, public or private (land, buildings, etc., including sweeping, manual, mechanical and chemical weeding, clearing, the pruning and felling of trees, the installation and preservation of green areas, and the cleaning and maintenance of gutters, creeks, rivers and channels); the provision of mechanical and/or manual agricultural, livestock and forestry services in rural properties; the operation and exploration of highway toll plazas; the conservation, maintenance and implementation of highways; construction in general; water supply and basic sanitation (collection and treatment of sewage and industrial effluents); and the metering and billing of water and sewage services provided by third parties; (ii) the leasing of vehicles, machinery and equipment of any nature; (iii) the sale of plastic containers and trash cans; the purchase and sale of light and heavy vehicles and new and used machinery and equipment in general; the provision of fleet administration, management and maintenance services (preventive and corrective); and the brokerage of business, contracts and chattels; (iv) and the holding of interests in other companies, as a partner or shareholder. It is expressly established that the storage of cargo set forth in the corporate purpose will not be carried out by the SERRA branch, located at Av. Carapebus, nº 129 sala 01, Bairro Jardim Limoeiro - CEP , in the state of Espírito Santo, inscribed in the roll of corporate taxpayers (CNPJ/MF) under no / Article 4 The term of the Company is undetermined. 27

28 CHAPTER II CAPITAL STOCK, SHARES AND SHAREHOLDERS Article 5 The Company s capital stock, completely subscribed and fully paid in, is six hundred and twenty-five million, seven hundred fifty-one thousand, nine hundred seventy-one reais and thirty-eight centavos (R$625,751,971.38), divided into two hundred and one million, three hundred twenty-nine thousand and six hundred (201,329,600), common, book-entry shares with no par value. Paragraph 1 The capital stock of the Company shall be represented, exclusively, by nominative ordinary shares. Paragraph 2 Each nominative ordinary share gives right to one vote at the resolutions of the General Meetings of the Company. Paragraph 3 All shares of the Company are book entry shares and shall be kept in a deposit account, on the name of their holders, in a financial institution authorized by the Securities and Exchange Commission ( SEC ) with whom the Company keeps a custody agreement in force, without the issuance of certificates. The depositary institution may charge from the shareholders the cost of the service of transfer and registry off ownership of the book entry shares, as well as the cost of the services related to the shares under custody, observed the maximum limits established by SEC. Paragraph 4 The Company is prohibited from issuing preferred shares or participation certificates. Paragraph 5 The shares are indivisible with respect to the Company. When a share belongs to more than one person, the rights entitled to it shall be exercised by the representative of the co-owner. Paragraph 6 By resolution of the Board of Directors, the shares comprising the capital stock of the Company may be grouped or split. Article 6 Company is authorized to increase the capital stock up to the limit of Two billion reais (R$2,000,000,000.00), excluding the shares already issued, regardless of statutory reform. Paragraph 1 The increase of the capital stock shall be carried out by means of resolution from the Board of Directors, who shall be responsible for establishing the issuance conditions, including price, term and form of payment. In the event of subscription with payment in assets, the competence to the capital increase shall be of the General Meeting, heard the Tax Committee, if installed. 28

29 Paragraph 2 Within the limit of the authorized capital, Company may issue ordinary shares and subscription bonus. Article 7 Company may issue shares, debentures convertible into shares and subscription bonus with exclusion of the preemptive right of the former shareholders, or with reduction of the term of exercise, at the time the placement is made pursuant to the sale in stock exchange or by public subscription, or further by means of exchange of shares, in public offer of acquisition of control, under the terms of Article 172 of the Brazilian Corporate Law, as of December 15, 1976, as amended ( Business Corporation Law ). Article 8 Company may, by resolution of the Board of Directors, acquire their own shares for permanence in treasury and subsequent disposal or cancellation, up to the amount of the balance of profit and reserves, except the legal reserve, without decrease of the capital stock, observed the legal and regulatory provisions applicable. Article 9 Company may, by resolution of the Board of Directors and according to the plan approved by the General Meeting, grant option of purchase or subscription of shares, without preemptive right to the shareholders, on behalf of its administrators, employees or natural people providing services to the Company, and this option may be extended to the administrators or employees of the companies controlled by the Company, direct or indirectly. CHAPTER III GENERAL MEETING Article 10 The General Meeting shall meet, ordinarily, within the four (04) months following the end of each fiscal year and, extraordinarily, whenever the corporate interests so require, observed in the call, installation and resolution the legal provisions applicable and the provisions of these Bylaws. Sole Paragraph The General Meetings shall be called at least fifteen (15) calendar days in advance, and presided by the Chairman of the Board of Directors or, in his absence, by a member of the Board of Directors, appointed by the Chairman of the Board of Directors. Article 11 To take part at the General Meeting, the shareholder shall present on the day of the performance of the respective meeting: (i) evidence issued by the depositary financial institution of the shares book entry shares of its ownership or in custody, pursuant to Article 126 of the Business Corporation Law, and/or with respect to the shareholders participating at the fungible custody of nominative shares, the statement containing the respective shareholding interest, issued by the competent body dated as of up to two (02) business days before the performance of the General Meeting; 29