JSL S A : Material Fact - Rejection of the Business Combination Proposal between JSL and Tegma

JSL S.A.

Publicly-Held Company

CNPJ/ME n° 52.548.435/0001-79

Company Registry (NIRE): 35.300.362.683

MATERIAL FACT

Rejection of the Business Combination Proposal between JSL and Tegma

JSL S.A. (B3:JSLG3) ("JSL" or "Company"), in compliance with the provisions in the Instruction issued by the Brazilian Securities and Exchange Commission ("CVM") No. 358/2002 and in Section 157, paragraph 4, of Law No. 6,404/1976, and following the Material Fact released by the Company on July 1, 2021, informs the market in general and its shareholders that it has learned, through a Material Fact released by Tegma Gestão Logística S.A. ("Tegma") on July 16, 2021, that Tegma's Board of Directors has decided to reject the proposed business combination between JSL and Tegma ("Transaction").

Due to the definitive nature of the proposal, JSL reinforces that it will continue to execute its strategic planning regardless of the Transaction, either organically or through acquisitions, acting as a leader and consolidator of the road logistics sector in Brazil.

In the 15 days while the proposal was valid, JSL was not invited to meet with Tegma and its advisors to present, in detail, the rationale and merits of the Transaction, and potential synergies which would equitably benefit each Company's respective shareholders, customers, employees, truck drivers (own and third parties) and the Brazilian logistics industry. In addition, there was no opportunity to demonstrate the fair price of the JSL shares that would be given as a relevant part of the payment. We believe the current share price does not reflect the existing fundamentals for long-term sustainable value creation, as well as the value of the five acquisitions already executed since its IPO, which added R$ 1.6 billion to the Company's Gross Revenue² and R$ 267 million to its EBITDA2, corresponding to 50% and 66% growth, respectively.

Although the additional mutual benefit envisioned by the Company has not materialized, we emphasize that the logistics sector in Brazil offers countless opportunities, given its significant fragmentation and potential for consolidation. JSL will continue to execute its acquisition agenda, part of which is already under negotiation, respecting our discipline in the use of capital. Our focus is to improve returns, considering the value generation for all our shareholders.

São Paulo, July 19, 2021

Guilherme Sampaio

Chief Financial and

Investor Relations Officer

2 Based on 1Q21 annualized numbers, values of TPC, Rodomeu and Marvel are reported by the companies and not audited