Guide to Participating in Shareholder Meetings / Management´s Proposal for ESM


1. INSTRUCTIONS FOR PARTICIPATING IN THE EXTRAORDINARY SHAREHOLDERS’ MEETING
1.1. Introduction

Pursuant to the call notice to be published on November 23, 2011, an Extraordinary Shareholders’ Meeting (“ESM”) of JSL S.A. (“Company”) will be called to deliberate on the following agenda:

(i) To adapt the Company’s Bylaws to the new rules of the New Market listing segment of BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange, as well as remove the requirement that Board members should be shareholders of the Company, by:

(a) amending Articles 1, 5, 14, 16, 21, 28, 35, 37, 38, 39, 40, 41, 43, 44 and 48.

(b) adding a new Article 44.

(ii) To approve the new text of the Bylaws; and

(iii) To approve the acquisition of Rodoviário Schio Ltda., in accordance with the Private Agreement for the Purchase of Corporate Interest and Other Covenants signed on November 21, 2011 between the Company and the partners of Rodoviário Schio Ltda.

According to Article 135 of Law 6,404 of December 15, 1976 (“Law of Corporations”), a company that wants to amend its Bylaws should submit the same for shareholder approval at an ESM, together with the information required by Article 11 of CVM Rule 481 of December 17, 2009 (“CVM Rule 481”).

Similarly, in accordance with Article 256, Paragraph 1 of the Law of Corporations, the acquisition of a company’s control by a publicly held company should either previously be approved or subsequently ratified by the shareholders’ meeting of the acquiring company. For this, it should provide its shareholders with the information specified in Article 19 of CVM Rule 481.

Moreover, if the control acquisition price exceeds the highest of the amounts indicated in Article 256 of the Law of Corporations, dissenting shareholders will be entitled to withdraw from the company after getting the value of their shares reimbursed. To inform the deliberation on which the withdrawal rights of dissenting shareholders are based, the company should provide the information indicated in Article 20 of CVM Rule 481.

Pursuant to Article 135, Paragraph 3 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 the Company’s head office as well as the websites of the CVM (www.cvm.gov.br) and the Company (www.JSL.com.br/ri) on November [21], 2011.

To access the Management´s Proposal for ESM, click here.