Frequently Asked Questions

The Company’s shares were initially listed for trading in the B3 under the symbol “JSLG11″, and from November 11, 2020 onwards, the Company’s shares will be listed under the symbol “JSLG3“. JSL has entered into an agreement with the B3 to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.

Each JSL’s common share entitles its owner to one vote in the Company’s annual and special shareholders’ meetings. According to JSL’s By-Laws and the Novo Mercado listing segment rules, the Company cannot issue shares without voting rights or with restricted voting rights. Moreover, as determined in JSL’s By-Laws and Brazilian corporate law, its shareholders have the right to receive dividends and other distributions made in connection with its common shares in proportion to their ownership interest in the Company’s capital stock.

In the event of JSL’s liquidation, the Company’s shareholders have the right to receive its capital in proportion to the shares they hold, after JSL complies with all its obligations. The Company’s shareholders have a preemptive right to subscribe to new common shares JSL issues, except in certain circumstances provided for in Brazilian corporate law.

According to Brazilian corporate law, neither the Company’s By-Laws nor resolutions taken at a shareholders’ meeting may prevent a shareholder of the following rights:

• the right to participate in the distribution of its profit;
• the right to participate, in proportion to their ownership interest in its capital stock, in the distribution of any residual assets in the event of its liquidation;
• the right to monitor its management, under Brazilian corporate law;
• preemptive rights in relation to the subscription of shares, debentures convertible into shares or subscription warrants, except in the particular circumstances set forth in Brazilian corporate law; and
• the right to withdraw (direito de retirada e resgate) from the Company in the circumstances defined by Brazilian corporate law.

All JSL’s material facts, earnings results and other notices to the market are published simultaneously at CVM/B3 and at the investor relations area of the Company’s website (https://ri.jsl.com.br/en/), and sent later by email to persons registered to receive this information. It is possible to recieve this information by accessing the copmany’s webiste.

Complete financial statements are published annually on the newspapers “Diário Oficial do Estado de São Paulo” and “Valor Econômico”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of JSL’s website (https://ri.jsl.com.br/en/). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange – B3 – (http://www.b3.com.br/en_us/) and at the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).

EBITDA is a non-accounting measure. In accordance with Memo CVM No. 1/2005, EBITDA consists of earnings before financial revenues (expenses), net of income tax and social contribution, minority interests, and depreciation and amortization.

To better reflect its operating performance and avoid the distortions caused by using traditional EBITDA, the Company adds to EBITDA the residual accounting cost from the sale of assets, which is non-cash, since it represents merely an accounting entry at the time of demobilization of the assets. Thus, the Company‘s management believes that EBITDA-A is a better measure of the financial performance of the business.

EBITDA and EBITDA-A are not a measure recognized under Brazilian GAAP, don‘t have standardized meanings and the Company’s definitions of EBITDA and EBITDA-A may differ from those of other companies. EBITDA and EBITDA-A have limitations that may impair its use as a measure of profitability, since it does not reflect certain costs and expenses involved in doing business, such as financial expenses, taxes, depreciation, capital expenses and other related costs, any of which may have a significant effect on JSL’s net income. JSL uses EBITDA and EBITDA-A as measures of its operational performance.

The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including JSL shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.

The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to JSL shares are carried out through the foreign exchange market.

To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:

• appoint representative in Brazil, with powers to perform actions relating to its investment;
• appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
• through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.

Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.

The common shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except to (a) persons that are QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(2) and (b) non-U.S. persons in offshore transactions in reliance on Regulation S.

Each purchaser of the common shares who is a U.S. person within the meaning of Regulation S under the Securities Act, including purchasers who are U.S. persons acquiring common shares in offshore transactions, will be deemed to represent, agree and acknowledge, as applicable, as follows:

• the offering and sale of the common shares have not been registered under the Securities Act and are intended to be exempt from registration under the Securities Act pursuant to Section 4 thereof;
• the purchaser is aware that the company is not and will not be registered under the Investment Company Act;
• the purchaser is acquiring the common shares for its own account (or, if it is acquiring the common shares as a fiduciary or agent for one or more investor accounts, the purchaser has the full power and authority to make the representations, warranties and agreements herein on behalf of each such account);
• the purchaser is not acquiring the common shares with a view to any distribution of the common shares within the meaning of the Securities Act;
• the purchaser is (or, if it is acquiring the common shares as a fiduciary or agent for one or more investor accounts, each such account is) a QIB;
• the purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of independently evaluating the merits and risks of an investment in the common shares, and the purchaser is able to bear the economic risk of the investment. The purchaser has made its own investment decision regarding the common shares based on its own knowledge;
• the purchaser understands and agrees that the common shares may not be re-offered, resold, pledged or otherwise transferred except (1)(A) to a person who it reasonably believes is a QIB in a transaction exempt from registration under U.S. securities laws or (B) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act and, in either case, (2) in accordance with all applicable securities laws of the states of the United States;
• except with respect to transactions over the B3, the purchaser (1) will not transfer the common shares to any person or entity, unless such person or entity could itself truthfully make each of the foregoing representations, warranties and covenants and (2) will provide notice of the transfer restrictions applicable to the common shares to any subsequent transferees;
• the purchaser has had the opportunity to ask questions of, and receive answers from us, concerning our company, its business and financial condition and the common shares to be acquired by the purchaser and other related matters. The purchaser further represents and warrants that SIMPAR has made available to the purchaser or its agents all documents and information requested by the purchaser or on its behalf relating to an investment in the common shares, including the final offering circular. In evaluating the suitability of an investment in the common shares, the purchaser has not relied and will not rely on any other representations or other information (whether oral or written) made by or on behalf of us (or any of our agents, including, without limitation, the Brazilian underwriters and the placement agents) other than as contemplated by the two preceding sentences;
• the purchaser agrees that any transfer of the common shares, including to residents of jurisdictions outside Brazil, may be effected only in Brazil pursuant to Brazilian Resolution No. 2,689, dated January 26, 2000, of the CMN; and
• the purchaser acknowledges that JSL, the placement agents, the Brazilian underwriters and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.

It’s acknowledged that for so long as any of the common shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, holders of such restricted securities, and prospective purchasers (as designated by such holders) of such restricted securities, shall have the right to obtain upon request any information required to be provided by Rule 144A(d)(4) under the Securities Act during any period in which JSL is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, or JSL are not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act.

Pursuant to the terms of Resolution No. 2,689 of the CMN for non-Brazilian holders, any U.S. person that acquires the common shares in this offering will be permitted to transfer such purchased common shares solely in a transaction effected on the B3 or another securities exchange in Brazil other than in a pré-arranged trade with a counter party. To the extent that the provisions of Resolution No. 2,689 are modified in the future to permit transfers by non-Brazilian holders other than on the B3 or another securities exchange in Brazil, JSL will require, and each purchaser acknowledges and agrees, as a condition to any such transfer by a U.S. person that acquires the common shares in this offering, that the transferee execute a document confirming each of the representations and agreements set forth above.