Mogi das Cruzes, December 09, 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 January 09, 2012, at 5 p.m., to resolve on the following agenda:
(i) Proposal of merger into the Company of shares issued by Simpar Concessionárias S.A., closely-held company with headquarters at Rua Barão de Godofredo, 36/37, sala 03, Jardim São Sebastião, in the City and State of São Paulo, inscribed in the Corporate Taxpayer ID (CNPJ/MF) under number 13.020.051/0001-27 (“Simpar Concessionárias”), with the consequent conversion of Simpar Concessionárias into Company’s wholly-owned subsidiary, pursuant to Article 252 of Law 6,404/76 (“Stock Merger”);
(ii) Protocol and Justification of Merger of Shares issued by Simpar Concessionárias S.A. into JSL S.A., entered into on December 08, 2011 by the members of the Company’s Board of Executive Officers (“Protocol and Justification of Merger of Shares”);
(iii) Ratification of appointment and engagement of Acal Auditores Independentes S/S, firm with eadquarters at Avenida Rio Branco, nº 181, sala 1.802, parte, Centro, CEP 20.040-07, in the City and State of Rio de Janeiro, inscribed in the Corporate Taxpayer ID (CNPJ/MF) under number 07.377.136/0001-64, by the Company as specialized firm responsible for the appraisal of value of shares issued by Simpar Concessionárias to be merged into the Company’s assets (“Appraisal Report”), for the purposes provided for by Articles 8 and 226 of Law 6,404/76, as well as the preparation of the related appraisal reports for the purposes provided for by Article 264 of Law 6,404/76;
(iv) Appraisal Report;
(v) Increase in Company’s capital stock due to the Stock Merger, amounting to fifty million, eight hundred sixty-two thousand, two hundred thirty-two reais and nineteen centavos (R$50,862,232.19), through the issue of fifteen million, four hundred sixty-nine thousand and five hundred thirty-four (15,469,534) registered common shares with no par value, which will be subscribed and paid with the shares issued by Simpar Concessionárias, in accordance with provisions of the Protocol and Justification of Merger of Shares;
(vi) Amendment to Article 3 of the Company’s Bylaws to include the activities developed by Simpar Concessionárias in the Company’s purpose;
(vii) Amendment to Articles 5 of the Company’s Bylaws to include the capital stock increase due to Stock Merger; and
(viii) Authorization for the Company management to adopt all necessary measures to formalize the Stock Merger, including before competent public authorities.
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 firstname.lastname@example.org.