Material Fact – Share’s Repurchase Program


Mogi das Cruzes, November 03, 2014 – JSL (BM&FBOVESPA: JSLG3 and OTC: JSLGY) (“Company”), a publicly-held company, hereby informs its shareholders and the market in general, pursuant to the Brazilian Securities and Exchange Commission – CVM (“CVM”) Instruction 358 of January 3, 2002 and Article 157, paragraph 4, of Law 6404, of December 15, 1976, that the Company’s Board of Directors approved the Company’s Share Repurchase Program, which will have the following characteristics and conditions:

Purpose: to repurchase the Company’s shares, in order to maximize value to the shareholder without reducing capital stock, to be held in treasury, canceled, sold and/or used for possible exercise of options within the scope of share-based payment.

(ii) Number of shares to be repurchased and number of outstanding shares: acquisition by the Company of up to four million, four hundred and three thousand and thirty-three (4,403,033) common shares, corresponding to (i) five point sixty-seven percent (5.67%) of seventy seven million, seven hundred and three thousand, four hundred and eighty (77,703,480) common shares representing the total shares issued by the Company excluding the shares owned by the controlling shareholder and shares already held in treasury, and (ii) five point forty-one percent (5.41%) of eighty-one million four hundred and forty-four thousand, nine hundred forty-one (81,444,941) representing common shares of the total shares of the Company outstanding on the market, as provided for in Article 5 of CVM Instruction 10/80, also observing the minimum percentage of outstanding shares of twenty-five per cent (25%), as set forth by the Novo Mercado Listing Rules.

(iii) Term of the program: the program approved herein may be carried out at the Company’s discretion, through its board of executive officers, in compliance with Article 12 of CVM Instruction 10/80, within three hundred sixty-five (365) days as of this date;

(iv) Funds for the program: these shares will be repurchased with total funds from available profit reserves, excluding the reserves referred to in Article 7 of CVM Instruction 10/80;

(v) Brokers acting as intermediaries: the repurchase will be carried out through one or more of the following brokers:

a) HSBC CORRETORA DE TITULOS E VALORES MOBILIÁRIOS S.A.
Avenida Faria Lima, 3.064, 2º andar, Itaim Bibi
CEP 01451-000 – São Paulo – SP
Corporate Taxpayer ID (CNPJ): 58.229.246/0001-10

b) CREDIT SUISSE (BRASIL) S.A. CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS
R. Leopoldo Couto de Magalhães Jr., 700 – 10º andar, Itaim Bibi.
CEP: 04.542-000 – São Paulo – SP
Corporate Taxpayer ID (CNPJ): 42.584.318/0001-07

c) SANTANDER BRASIL S.A. CORRETORA DE TITULOS E VALORES MOBILARIOS
Avenida Juscelino Kubitschek, 2235, 24º andar, Vila Olímpia
CEP: 04543-011 – São Paulo – SP
Corporate Taxpayer ID (CNPJ): 51.014.223/0001-49

d) BRADESCO S.A. CTVM
Av. Paulista, 1450 – 7º andar
CEP: 01310-917 – São Paulo – SP
Corporate Taxpayer ID (CNPJ): 61.855.045/0001-32

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