JSL S A : Material Fact -(AGE Approval - Merger of Fadel Shares)
September 27, 2021 at 07:42 pm EDT
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JSL S.A.
Authorized Publicly Held Company
Corporate Taxpayer's ID (CNPJ): 52.548.435/0001-79
Company Registry (NIRE): 35.300.362.683
MATERIAL FACT
JSL S.A. ("JSL" or "Company"), in compliance with the provisions of § 4 of art. 157 of Law No. 6.404/76, as amended ("Brazilian Corporate Law"), and CVM Resolution No. 44, and in addition to the relevant facts disclosed on March 15, 2021 and August 27, 2021, hereby informs its shareholders and the market in general that, all matters related to the merger of shares issued by Fadel into JSL were unanimously approved ("Merger of Shares") at the extraordinary general meetings of JSL and Fadel Holding S.A. ("Fadel") held on this date.
As a result of the Merger of Shares, JSL's capital was increased in the amount of R$39,458,210.75, to be subscribed and fully paid through the transfer of shares issued by Fadel owned by Mr. Ramon Alcaraz (the sole shareholder of Fadel apart from JSL) by Fadel's management, with the consequent issuance of 6,440,000 new JSL registered and without par value common shares, which will be granted to Mr. Ramon Alcaraz, in the terms of the Protocol and Justification.
As a result of the Merger of Shares, Fadel will become a wholly owned subsidiary of JSL, simplifying the corporate structure of JSL's subsidiaries, as well as promoting gains in synergy, efficiency, and cost reduction. Furthermore, considering that the reorganization was agreed upon in the context of the acquisition of Fadel by JSL and the restructuring of JSL's management, the Merger of Shares also represents an important alignment of interests between the new Chief Executive Officer of JSL, Mr. Ramon Alcaraz - who will become JSL's largest individual shareholder -, and the other JSL shareholders.
Also, in the context of the Merger of Shares, SIMPAR SA ("SIMPAR"), the Company's controlling shareholder, and Mr. Ramon Alcaraz agreed that a shareholders' agreement of JSL will be executed, which will discipline, in summary, the following: (a) Mr. Ramon may not sell his JSL shares for a period of 5 (five) years as of the acquisition of control of Fadel by JSL (on November 17, 2020) ("Lock-upPeriod") ; and (b) SIMPAR will have the right of first refusal regarding the JSL shares owned by Mr. Ramon after the end of the Lock-up Period should he wish to sell them ("Shareholders' Agreement"). The Shareholders' Agreement will be executed in due time, which will be disclosed to the market.
JSL will timely disclose to its shareholders, by means of a notice to shareholders, the information regarding the right of withdrawal of dissenting shareholders from the Merger of Shares, including terms and information for its exercise.
São Paulo, September 27, 2021.
Guilherme Sampaio
Chief Financial and Investor Relations Officer
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JSL SA published this content on 27 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 September 2021 23:41:07 UTC.
JSL SA is a Brazil-based company engaged in the logistics sector. The Company provides services through six business lines: Road Cargo Transportation and Dedicated Road Cargo Logistics, involved in the supply chain and management of the information of the logistics chain of the customer; Commodity Logistics, which offers customized solutions for the paper and cellulose, mining and sugar-energy sectors; Internal Logistics, that consist on the internal handling of raw materials, products, inventory management and assembly line supply of the customer; Urban Distribution, which includes supply of points of sale and management of the return of packaging; Warehousing Services, dedicated to the reception, storage and dispatch of goods and inventory management; and Chartering, which provides transportation services for employees of companies that are customers through the other services provided by the Company. The Firm is controlled by Simpar SA.
JSL S.A. 
