JSL S.A. 'BB' And 'bra+' Ratings Affirmed; Outlook Remains Negative

Research Update: JSL S.A. 'BB' And 'bra+' Ratings Affirmed; Outlook Remains Negative Primary Credit Analyst: Marcus Fernandes, Sao Paulo (55) 11-3039-9734; marcus.fernandes@spglobal.com Secondary Contact: Flavia M Bedran, Sao Paulo (55) 11-3039-9758; flavia.bedran@spglobal.com Table Of Contents Overview Rating Action Rationale Outlook Ratings Score Snapshot Recovery Analysis Related Criteria Ratings List WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 20, 2017 1

Research Update: JSL S.A. 'BB' And 'bra+' Ratings Affirmed; Outlook Remains Negative Overview We believe ramping up of JSL S.A.'s car rental operations and a more conservative growth strategy will offset most of the effects of still weak market conditions in Brazil, and drive mild improvements in metrics over the next few quarters. We have affirmed JSL's 'BB' global scale and 'bra+' national scale ratings. The negative outlook mirrors that of the sovereign. It also incorporates our belief that JSL's metrics are expected to remain pressured for the company's rating category while sluggish market conditions continue to hinder the potential for faster improvement in cash flow metrics. Rating Action On April 20, 2017, S&P Global Ratings affirmed its 'BB' global scale rating and 'bra+' national scale rating on JSL S.A. The outlook on the ratings remains negative. At the same time, we affirmed our 'bra+' issue-level rating in the Brazilian national scale assigned to JSL's and JSL Locações' senior unsecured debentures. The '3' recovery rating remains unchanged and reflects our expectation for meaningful recovery (50%-70%; rounded estimate 60% for JSL's debentures and 65% for JSL Locações' debentures) in a default scenario. Rationale The ratings on JSL continue to reflect the company's resilient cash flows through adverse market conditions, upside potential from Movida's operational efficiency that is likely to drive improving credit metrics, and JSL's overall cost of debt, which continues to pressure interest coverage metrics over the next few quarters. In addition, JSL's ratings remain limited by the sovereign rating of Brazil, given its exposure to the domestic market. In this sense, we believe JSL's businesses to have high sensitivity to a sovereign default, and that it would face significant liquidity pressures in a hypothetical sovereign stress scenario. JSL's logistics business continues to benefit from its leading market position, wide array of services, and operating efficiency to maintain a strong contracted position and offset most of the negative effects of still slow demand resulting from the weak economic activity in Brazil. In addition, WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 20, 2017 2

JSL's fleet leasing and car rental subsidiary, Movida, has concluded its most aggressive expansion phase and is expected to continue to ramp up operations over coming quarters. Higher average operating fleet and fleet utilization rates will lead to stronger profitability, and likely greater contribution to consolidated EBITDA. However, though declining interest rates in Brazil will likely have a positive impact on overall debt cost, they can also affect tariffs for new fleet leasing contracts. After executing an aggressive growth plan at Movida over the past two years, we expect JSL to present a more conservative growth strategy over the next few years, supporting our expectations of positive free cash flow generation. In this sense, we expect the company to be able to fund the bulk of its capex needs using its internal cash generation and used asset sales. We also assume the company will continue to focus on improving its capital structure by refinancing debt with some improvement to debt cost and maturity profile. Our base-case scenario also includes the following assumptions: Brazil GDP increasing by 0.5% in 2017, and 2% in 2018, which we consider as guidance for new contracts increase, combined with usual contract renewal rate and expected expansion of services with existing clients; Inflation in Brazil at 4.2% in 2017 and 4.0% in 2018, affecting costs and also contract prices, since clauses allow for inflation pass-through; As a result of the above factors, Logistics revenue growth is flat in 2017 and 5% in 2018; Movida's revenues growing by 38% in 2017 and 25% in 2018, driven by the aggressive capex in recent years, and need to continue renewing a larger portion of its fleet; Capital expenditures of BRL 2.2 billion and BRL 2.7 billion in 2017 and 2018, respectively; About 19% of total capex for expansion and the rest for fleet renewal, both for light vehicles and heavy equipment; and Minimum dividend payout of 25%. As a result of these assumptions we reach the following metrics: Revenues of R$7.5 billion in 2017 and R$8.3 billion in 2018; EBITDA of R$1.3 billion in 2017 and R$1.6 billion in 2018; Funds from operations (FFO) of about R$750 million in 2017 and R$1 billion in 2018; Free operating cash flow of about R$100 million in 2017 and R$350 million in 2018; Debt to EBITDA of about 3.8x in 2017 and close to 3x in 2018; FFO to debt of about 15% in 2017 and 20% in 2018. The combination of a fair business risk profile and an aggressive financial risk profile result in a 'bb-' anchor. However, we believe the ramp up potential of Movida to not be fully reflected in JSL's figures, while Movida's stand-alone financial metrics are stronger than consolidated metrics. In this sense, we believe JSL compares favorably to other companies in the 'BB-' category, and therefore we adjust the anchor up by one notch. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 20, 2017 3

Liquidity We continue to assess JSL's liquidity as adequate. The company has strong cash position of over R$1 billion at the end of 2016, while a relevant portion of its short term debt correspond to vehicle purchase financing with banks, most of which we believe will continue to be refinanced as part of regular ongoing business. The company has significant cash inflows from used vehicles sales that offset part of its capex needs. In this sense, we believe sources of liquidity will exceed uses by more than 1.2x over the next 12 months. Also, we believe sources of liquidity to continue exceed uses even if EBITDA declines by 15%. In our view, the company has a good standing in credit markets and would be able to face high-impact low probability events with limited need for refinancing. JSL is subject to debt acceleration covenants, which we expect the company to continue meeting with significant headroom. Principal Liquidity Sources: Cash position of BRL 1.1 billion as of December 2016; Expected FFO generation of about BRL 1.3 billion in 2017; Committed credit line facility amounting BRL 150 million due 2019; Proceeds from Movida's IPO of R$550 million; and New debt refinancing of R$774 million in the first half of 2017. Principal Liquidity Uses: Short term maturities of about BRL 1.5 billion as of December 2016, and debt prepayments of R$725 million; Working capital outflows of about BRL 10 million in 2017; Minimum renewal capex of R$550 million in 2017; and Dividend payments at 25% of net income. Outlook The negative outlook mirrors that on Brazil, since the company's ratings remain capped to that of the sovereign. The outlook also reflects that, despite our expectations for improving cash flows from Movida and more conservative expansion strategy, credit metrics will remain pressured for JSL's rating category, since the still sluggish market conditions in Brazil are likely to limit potential improvements to consolidated profitability. In this sense, we expect improvements to leverage to be modest, with FFO to debt of 14%, despite lower base interest rates in Brazil in 2017. Downside scenario We could downgrade JSL over the next 12 months if persistently weak market conditions lead to operating underperformance and prevent the company from capturing stronger cash flows from Movida and improve metrics, leading to FFO to debt close to 12%. A negative rating action on the sovereign rating could also trigger a rating downgrade on JSL, given its exposure to the Brazilian domestic economy. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 20, 2017 4

Upside scenario A positive rating action is currently unlikely, since it would depend on similar action on Brazil's sovereign rating, combined with stronger-than-expected financial metrics through higher operating efficiency, such as FFO to debt consistently above 20%. Ratings Score Snapshot Corporate Credit Rating: BB/Negative/-- Business risk: Fair Country risk: Moderately High Industry risk: Low Competitive position: Fair Financial risk: Aggressive Cash flow/leverage: Aggressive Anchor: bb- Modifiers Diversification/Portfolio effect: Neutral (no impact) Capital structure: Neutral (no impact) Liquidity: Adequate (no impact) Financial policy: Neutral (no impact) Management and governance: Fair (no impact) Comparable rating analysis: Positive (+1 notch) Recovery Analysis Key analytical factors We continue to rate JSL's senior unsecured national scale debt 'bra+', the same level as the company's national scale corporate rating. The recovery rating of '3' remains unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate 60% for JSL's senior unsecured debentures and 65% for JSL Locações debentures) in a default scenario. Our simulated default scenario encompasses a combination of high delinquency rates on JSL's portfolio of contracts, a severe weakening on the Brazilian used car market (resulting in lower cash generation), and a significant increase in interest rates. We have valued the company on a going-concern basis as we expect that it is likely that the company would be restructured following a default scenario generating higher value to creditors. We value the company using the DAV (discrete asset valuation) approach, with an overall 42% haircut to the company's asset base, arriving at a stressed valuation of about R$4.7 billion. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 20, 2017 5

Simulated default assumptions Simulated year of default: 2022 We apply a 15% haircut to Movida's car fleet, as it would need to provide a discount to liquidate those assets under a stress scenario; Dilution rate of 20% and then a haircut of 20% in other vehicles, simulating potential fall in JSL operations until default followed by a discount to liquidated those assets under stress scenario; Dilution rate of 20% and then a haircut of 30% in receivables, simulating potential fall in clients' renewal rate; 100% haircut to the company's cash position as it would be consumed up to default point; and The above premises lead to a general haircut of about 40% to JSL' total asset base value, with estimated gross enterprise value at emergence of R$5 billion. Simplified waterfall Priority debt at subsidiaries: R$1.6 billion Priority and Secured debt (equipment and vehicles financing and leases): R$818 million Unsecured debt: R$3.7 billion --Expected recovery of unsecured debt: 50%-70% Related Criteria Criteria - Corporates - Industrials: Key Credit Factors For The Operating Leasing Industry, Dec. 14, 2016 Criteria - Corporates - General: Recovery Rating Criteria For Speculative-Grade Corporate Issuers, Dec. 07, 2016 General Criteria: Guarantee Criteria, Oct. 21, 2016 General Criteria: S&P Global Ratings' National And Regional Scale Mapping Tables, June 01, 2016 Criteria - Corporates - Recovery: Methodology: Jurisdiction Ranking Assessments, Jan. 20, 2016 Criteria - Corporates - General: Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, Dec. 16, 2014 General Criteria: National And Regional Scale Credit Ratings, Sept. 22, 2014 Criteria - Corporates - Recovery: Methodology For Applying Recovery Ratings To National Scale Issue Ratings, Sept. 22, 2014 Criteria - Corporates - Industrials: Key Credit Factors For The Railroad And Package Express Industry, Aug. 12, 2014 General Criteria: Methodology: Industry Risk, Nov. 19, 2013 General Criteria: Group Rating Methodology, Nov. 19, 2013 General Criteria: Country Risk Assessment Methodology And Assumptions, Nov. 19, 2013 Criteria - Corporates - General: Corporate Methodology, Nov. 19, 2013 Criteria - Corporates - General: Corporate Methodology: Ratios And Adjustments, Nov. 19, 2013 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 20, 2017 6

General Criteria: Methodology For Linking Short-Term And Long-Term Ratings For Corporate, Insurance, And Sovereign Issuers, May 07, 2013 General Criteria: Methodology: Management And Governance Credit Factors For Corporate Entities And Insurers, Nov. 13, 2012 General Criteria: Use Of CreditWatch And Outlooks, Sept. 14, 2009 Ratings List Ratings Affirmed; Recovery Ratings Unchanged JSL S.A. Corporate Credit Rating BB/Negative/-- Brazil National Scale bra+/negative/-- Senior Unsecured bra+ Recovery Rating 3 (60%) Rating Affirmed; Recovery Rating Revised To From JSL Locacoes S.A. Senior Unsecured bra+ bra+ Recovery Rating 3 (65%) 3 (55%) Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.globalcreditportal.com and at www.spcapitaliq.com. All ratings affected by this rating action can be found on the S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 20, 2017 7

Copyright 2017 by Standard & Poor s Financial Services LLC. All rights reserved. No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor's Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an "as is" basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT'S FUNCTIONING WILL BE UNINTERRUPTED, OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages. Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P's opinions, analyses, and rating acknowledgment decisions (described below) are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw, or suspend such acknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal, or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain nonpublic information received in connection with each analytical process. S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com and www.globalcreditportal.com (subscription) and www.spcapitaliq.com (subscription) and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at www.standardandpoors.com/usratingsfees. STANDARD & POOR'S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor's Financial Services LLC. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 20, 2017 8