Notice to Shareholders – Merger of the shares issued by Simpar Concessionárias S.A.


Mogi das Cruzes, January 9, 2012 – JSL (BM&FBOVESPA: JSLG3), a company with the most extensive portfolio of logistics services in Brazil and the leader in its segment in terms of net revenue, hereby informs its shareholders and the market in general that, in the Extraordinary Shareholders’ Meeting (ESM) held on this date, JSL’s shareholders approved the mergerby the Companyof the shares issued by Simpar Concessionárias S.A.

According to the voting procedure reported in the Material Fact published on December 19, 2011, the proposal for merger of shares was approved at the first voting process by more than 96% of the attending holders of outstanding shares, present at EGM.

Then, Fernando Antonio Simões and SIMPAR S.A., JSL’s controlling shareholders, followed the decision taken by the minority shareholders, linking their votes to the decision manifested in the ESM by the majority of outstanding shares of the attending minority shareholders.

The Company emphasizes that the terms for the incorporation of Simpar Concessionárias were negotiated and approved by the Independent Committee specifically constituted for this purpose. Therefore, pursuant to CVM Guideline Opinion 35, the Controlling Shareholders of JSL could have approved the merger, regardless of the manifestation of minority shareholder vote, however, in order to strengthen the commitment of the Company and its controlling shareholders to the highest standards of corporate governance, in the certainty that it fulfills the wishes of the minority shareholders, Controlling Shareholders proposed the voting procedure mentioned above, which delegated to the minority shareholders the right to approve or reject the merger.

As a result of the merger, the Company’s capital increase was also approved in the amount of R$50,862,232.19, through the issue of 15,469,534 common shares, which will be subscribed and paid in with shares issued by Simpar Concessionárias.

The Company’s management, reports that the fulfillment of the merger is conditional upon the previous consent of the manufacturers under ” Protocol and Justification of Merger of Shares Issued by Simpar Concessionárias S.A. by JSL S.A.” and reiterates its belief that the merger of the Concessionaires will increase JSL’s competitiveness, adding more capacity in regard to the resale of assets used in its operations, and capturing synergies (e.g. optimizing asset resale and acquisition values), in order to obtain economic benefits for the Company, its shareholders and clients.

For the ESM’s complete resolutions, please go to:

Minutes of the Extraordinary General Meeting – 01/09/2012

Denys Marc Ferrez
Administrative, Finance and Investor Relations Officer.