JSL S A : Material Fact - Proposed business combination between JSL and Tegma

JSL S.A.

Publicly-Held Company with Authorized Capital

CNPJ/ME No. 52.548.435/0001-79

State Registry NIRE 35.300.362.683

MATERIAL FACT

Proposed business combination between JSL and Tegma

JSL S.A. (B3:JSLG3) ("JSL" or "Company"), in compliance with the provisions of Instruction 358/2002 issued by the Brazilian Securities and Exchange Commission ("CVM") and article 157, paragraph 4 of Law 6,404/1976, informs that it sent, on this date, to Tegma Gestão Logística S.A. ("Tegma") Board of Directors, a business combination proposal, under the terms approved by its Board of Directors, a copy of which is attached to this Material Fact ("Proposal").

The Proposal, subject to the approval of Tegma's shareholders, all treated equally and equitably, and JSL's shareholders, aims to combining the businesses of the two companies ("Transaction"), with the consolidation of Tegma's shareholding base in JSL.

With JSL operations (including completed M&As) and Tegma, the combined company would have R$6.1 billion in Gross Revenues in the last 12 months ended March 31, 2021, which would represent an increase of R$2.8 billion and a growth of 86% of JSL's Gross Revenues in the same period (not including M&As).

		JSL Gross Revenue with M&As
		(1Q21 LTM in million Reais)5,6	6,110
					4,913	1,196
			103	292
		163	482
3,276	597
				R$ 1.6 billion of
				of growth through
				acquisitions
JSL 1Q21 LTM						JSL 1Q21 LTM	JSL + M&As
(without M&As)						(with M&As)	+ Tegma
	Numbers already incorporated in		Numbers to be incorporated in
	the Audited Financial Statements
		JSL's Audited Financial Statements
	of 1Q21

1. The figures informed for TPC, Rodomeu and Marvel are reported by the companies and not audited.
2. The figures for JSL + M&As + Tegma do not consider the normalization of the Companies' numbers post COVID-19 or synergies from transactions.

If we add the EBITDAs of JSL (including completed M&As) and Tegma for the last 12 months ending March 31, 2021, the combined company would have an EBITDA of BRL 827 million, which would mean an increase of BRL 423 million and a 105% growth of JSL's EBITDA in the same period (not including M&As).

JSL EBITDA with M&As

(1Q21 LTM in millions of Reais)7,8

827

156 671

62 20 61 26

40498

	R$ 267 million of
	of growth through
	acquisitions
JSL 1Q21 LTM	JSL 1Q21 LTM	JSL + M&As
(without M&As)	(with M&As)	+ Tegma
Numbers already incorporated in	Numbers to be incorporated in
Números já incorporados nas
the Audited Financial Statements	JSL's Audited Financial Statements
DF´s Auditadas do 1T215
of 1Q21

Strategic Rationale

The Transaction has a strong strategic rationale due to the creation of an even more robust and diversified business, with the ability to offer new services to the same customers and diversify Tegma's operations, resulting in the creation of substantial value for the companies, their respective shareholders, customers, employees, independent truck drivers and the Brazilian logistics industry. Additionally, we highlight that, if approved, the Transaction will result in the increase of the shareholder bases and diversification of investors of the combined company.

The Transaction has the following strategic pillars:

1. Operational synergies: The Transaction offers significant opportunities for synergy, including scale gains, dilution of fixed costs and cross-selling through JSL's increased offer of services to Tegma's clients, contributing to organic growth and loyalty of the business relationship;
2. Even more robust cash generation after the combination: The cash generation will contribute to access the capital market by the combined company, supporting the agenda of growth organically and through acquisitions, in line with JSL's strategic planning. One of its effects is the strong generation of value to its shareholders. Thus,

1. See note 5 above.
2. See note 6 above.

the combined company will reinforce its outstanding position in the logistics and road transport sector;

1. Diversification of sectors, services and clients: JSL has the largest and most integrated portfolio of logistics services in Brazil. It is the leading road transport company in the country, operating in more than 16 economic sectors. Tegma, in turn, has a high concentration of its revenue in new vehicle logistics. The business combination would allow both companies to further expand the diversification of sectors and services offered, combining high potential for growth, profitability and added value;
2. Free float increase: the Transaction structure will allow an increase in the number of outstanding shares of the combined company, with increased liquidity of the shares.

Swap Ratio

The Proposal includes the payment of a cash portion ("Cash Portion") of R$989,066,580.00 (nine hundred and eighty-nine million, sixty-six thousand, five hundred and eighty reais) and the delivery of 49,422,000 new shares issued by JSL ("Share Portion"). The Cash Portion and the Share Portion are subject to the usual adjustments in operations of this nature. After consummation of the transaction, Tegma's shareholders will hold approximately 15% of JSL's total capital.

In addition to the need to obtain the necessary corporate approvals, including the approvals of the general meetings of both companies, the Transaction is subject to the prior approval of the Brazilian Antitrust Agency - CADE.

The Company will keep its shareholders and the market informed about the subsequent facts related to the Transaction in accordance with the law and regulations of the Brazilian Securities Commission.

São Paulo, July 01, 2021

Guilherme Sampaio

Chief Financial Officer and Investor Relations Director

Annex to the Material Fact of

JSL S.A. disclosed on July 01, 2021.

São Paulo, July 01, 2021

To

The Board of Directors of Tegma Gestão Logística S.A.

Attn: Mr. Murilo Cesar Lemos dos Santos Passos - Chairman of the Board of Directors of Tegma

With copy to the other members of the Board of Directors: Messrs. Evandro Luiz Coser; Fernando Luiz Schettino Moreira; Orlando Machado Júnior; Mário Sérgio Moreira Franco; and Décio Carbonari de Almeida.

.

Ref: Business Combination Proposal

Gentlemen,

JSL S.A., a publicly-held company, registered under Corporate Taxpayer (CNPJ/ME) number 52.548.435/0001-79, headquartered in the City of São Paulo, State of São Paulo, at Rua Doutor Renato Paes de Barros, 1017, 13th floor, Edifício Corporate Park, Itaim Bibi, Zip Code 04.530-001 ("JSL"), hereby respectfully presents a proposal for a business combination ("Proposal", "Transaction" or "Business Combination") with Tegma Gestão Logística S.A. ("Tegma" and, together with JSL, "Companies") on the terms described below.

I. JSL

JSL was founded in 1956 and throughout its history has become a holding company with 5 investments (Movida Participações, Grupo Vamos, CS Brasil Participações, Original Concessionárias, and BBC Holding). The company has been listed on the highest corporate governance segment called Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("B3") since 2010. In August 2020 JSL carried out a corporate restructuring, becoming an independent company and subsidiary of SIMPAR S.A., ("SIMPAR") which replaced JSL's former role as the holding company.

Since the completion of the corporate restructuring and JSL's IPO, held in September 2020, we have executed an important plan for inorganic growth through acquisitions, in line with our strategic planning. Since then, 5 major acquisitions have been announced that have added BRL 1.6 billion in gross revenues1 and complementary services, in addition to those performed by JSL, generating greater gains of scale and important financial and operational synergies.

JSL is the largest road logistics company in the country, with the largest and most integrated portfolio of logistics services. Its unique capillarity of operational bases and the high quality of the services provided enable JSL to maintain a long-term relationship with its clients (average of 24 years of relationship with main clients).

1 1Q21 LTM numbers

1