Material Fact – Votes of Controlling Shareholders

Mogi das Cruzes, December 19, 2011 – JSL S.A. (BM&FBOVESPA: JSLG3), (“Company” or “JSL”) the company with the broadest portfolio of logistics services in Brazil and the leader in its segment in terms of net revenue, a publicly-held company, in compliance with Rule 358/2002 of the Brazilian Securities and Exchange Commission (CVM) and Article 157, Paragraph 4 of Law 6,404/1976, hereby announces to its shareholders and the market the following:

As announced in the Material Facts published on November 3, 2011 and December 8, 2011, and pursuant to the call notice for the Extraordinary General Meeting called for January 9, 2012 (“AGE”), the Company’s shareholders will resolve, at the aforementioned AGE, on the Company’s acquisition, through a stock merger, of Simpar Concessionárias Ltda. (“Concessionárias” and the “Operation”, respectively).

The Company has received on this date a Notice addressing the Operation, signed by its controlling shareholder, Mr. Fernando Antônio Simões, in which he stated that, despite being fully aware of the importance of the acquisition of Concessionárias and its strategic foundations, in addition to believing that the Operation will represent a major competitive advantage to JSL, combined with the fact that he understands that its terms are favorable to the Company, in order to ensure the highest standards of corporate governance, he will follow minority shareholders in the resolution on the approval of the Operation, so that his vote and the vote from SIMPAR S.A. (“Controlling Shareholders”) at the AGE will be bound to the decision to be expressed by the majority vote of minority shareholders attending the AGE, by adopting the following voting exercise mechanics:

  • In the initial voting, the approval of the Operation will be submitted to the analysis and resolution at the AGE of all the Company’s shareholders, except for the Controlling Shareholders, who will not vote at this initial stage;
  • In case the Operation is approved by the majority of the outstanding shares present at the AGE voting in the resolution (namely all the shares issued by
    the Company and outstanding in the market, excluding those held by its managers and those held by the Controlling Shareholders or by any of the Concessionárias’ other direct or indirect shareholders), the Controlling Shareholders will vote for the approval of the Operation. In case the Operation is rejected by the majority of the holders of Company’s outstanding shares present at AGE, the Controlling Shareholders will vote against the Operation.

It is important to point out that an Independent Committee was installed to negotiate the Operation, pursuant to CVM Guideline Opinion no. 35/08, and that the aforementioned voting procedure to be adopted at the AGE reinforces even further the Company’s and its Controlling Shareholders’ commitment towards applying the highest corporate governance standards, out of the conviction that this will fulfill the wishes of its minority shareholders.

The Company’s management wishes to reiterate that, in its understanding, the acquisition of the Concessionaires will increase JSL’s competitiveness, by increasing the Company’s capacity to resell its operational assets and capturing synergies, such as optimizing the resale and acquisition value of assets, aiming to obtain economic benefits for the Company, its shareholders and clients.

São Paulo, December 19, 2011.

Denys Marc Ferrez
Chief Administrative, Financial and Investor Relations Officer

To access the Material Fact, click here.