Minutes of the Annual and Extraordinary General Meeting

Date, time and place: April 29 2011, at 11:00 a.m., at the headquarters of JSL S.A. (“Company”), located at Avenida Angélica, 2,346, 11º andar, parte B do escritório 161, Edifício New England, Consolação, in the city and state of São Paulo, CEP 01228-200.

Call Notice: The Call Notice was published in the Diário Oficial do Estado de São Paulo on April 13, 14 and 15, 2011, on pages 41, 77 and 95, respectively, and in Valor Econômico newspaper on April 13, 14 and 15, 2011.

Attendance: The Shareholders‘ Meeting was called to order on the first call, with the attendance of shareholders representing two-thirds of the Company‘s voting capital, in accordance with the signatures recorded in the Shareholders‘ Attendance Book. Also present were Alexandre de Labeta Filho, representing Ernst & Young Terco Auditores Independentes, the Chairman of the Board of Directors, and Denys Marc Ferrez and Cesar Augusto Silva, two of the Company‘s Executive Officers.

Presiding: Chairman: Fernando Antônio Simões and Secretary: Maria Lucia de Araujo.


I. Annual Shareholders‘ Meeting: (i) To acknowledge Management’s accounts and examine, discuss and vote on the Financial Statements for the fiscal year ended December 31, 2010, as well as the independent auditor’s report; (ii) To resolve on the proposals for the capital budget for fiscal year 2011 and the allocation of net income for the fiscal year ended December 31, 2010, as well as the distribution of dividends; (iii) To elect the members of the Board of Directors; and (iv) To establish the total annual compensation of the Board of Directors and Statutory Officers for fiscal year 2011.

II. Extraordinary Shareholders‘ Meeting: (i) To amend paragraph 6 of Article 24 of the Company’s Bylaws in order to: (ii) remove article 53 of same; and (iii) alter the newspaper in which the Company discloses its publications in accordance with Brazilian Corporation Law.

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