Call Notice for Extraordinary General Meeting


Mogi das Cruzes, December 14, 2011 – JSL S.A. (BM&FBOVESPA: JSLG3), the company with the broadest portfolio of logistics services in Brazil and the leader in its segment in terms of net revenue, invites its shareholders to attend the Extraordinary General Meeting, that will be held on December 29, 2011, at 4 p.m., to resolve on the following agenda:

(i) approval of the “Protocol and Justification of the Merger of Rodoviário Schio S.A. by JSL S.A.”, entered into by the members of the Board of Executive Officers of Rodoviário Schio S.A., a privately-held company, inscribed in the roll of corporate taxpayers (CNPJ/MF) under no. 98.522.246/001-28, with headquarters at Avenida Cândido Portinari, nº 1.188, Vila Piauí, in the city and state of São Paulo, CEP 05114-001 (“Schio”), and the Company (“Schio Protocol and Justification”);

(ii) approval of the “Protocol and Justification of the Merger of Transportadora Grande ABC Ltda. by JSL S.A.” entered into by the management of Transportadora Grande ABC Ltda., a limited liability Company headquartered at Rua Frei Damião, nº 865, setor A, Vila Paulicéia, in the city of São Bernardo do Campo, in the state of São Paulo, CEP 09695-100 (“TGABC” and in conjunction with Schio “Merged Companies”), and the members of the Company’s Board of Executive Officers (“TGABC Protocol and Justification” and in conjunction with the Schio Protocol and Justification, the “Protocols and Justifications”);

(iii)
 ratification of appointment and hiring of Acal Auditores Independentes S/S, with headquarters at Avenida Rio Branco, nº 181, sala 1802 (parte), in the city and state of Rio de Janeiro, CEP 20.040-07, registered with the Regional Accounting Council of Rio de Janeiro (CRC/RJ) under no. 4,080/O-9 and inscribed in the Corporate Taxpayer ID (CNPJ/MF) under no. 07.377.136/0001-64 (“Appraisal Company”), for the preparation of (a) the appraisal report of TGABC’s shareholders’ equity, with reference date of December 31, 2010, using the book value of shareholders’ equity criterion (“TGABC Appraisal Report”); and (b) the appraisal report of Schio’s shareholders’ equity for the purpose of the Company’s capital increase, with reference date of December 31, 2010, using the book value of shareholders’ equity criterion (“Schio Appraisal Report” and in conjunction with the TGABC Appraisal Report, the “Appraisal Reports”);

(iv) approval of the Appraisal Reports;

(v) approval of the proposal for the merger of the Merged Companies by the Company, with the consequent transfer of their respective shareholders’ equities to the Company’s shareholders’ equity (“Mergers”);

(vi) 
approval of the Company’s capital increase due to the merger between Schio and the Company, in the amount of eight million, six hundred ninety-seven thousand, three hundred forty-four reais and thirty-eight centavos (R$8,697,344.38), through the issue of two million, four hundred thirty-nine thousand, nine hundred forty-four (2,439,944) common book-entry shares, with no par value;

(vii) approval of the consequent amendment of the caput of Article 5 of the Company’s Bylaws in order to reflect the capital increase;

(viii) 
in compliance with the BM&FBOVESPA’s suggestions, amendment to 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 set forth in the Novo Mercado New Listing Rules, complementing the amendments already implemented by the Company at the Extraordinary Shareholders’ Meeting held on December 8, 2011; and

(ix) authorization for the Company’s management to adopt all the necessary measures to implement the Mergers.

Please refer to the following attached files for further details:

The documentation required for participating in the Shareholders‘ Meeting described in the call notice must be deposited within forty-eight (48) hours prior to the date of the meeting at the Company’s headquarters or sent by fax to: + 55 (11) 4795-7836, or also via e-mail tori@jsl.com.br.