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					                             GUIDE TO PARTICIPATING IN
                              SHAREHOLDER MEETINGS




                                                           JSL S.A.


                            ANNUAL AND EXTRAORDINARY
                              SHAREHOLDERS’ MEETING
                                        APRIL 29, 2011




                                                            APRIL 12, 2011


This guide aims to assist shareholders, investors and the general market by
describing the information concerning the shareholders’ meetings, which is
applicable on the publication date of this guide.




                                                                  1
                                      TABLE OF CONTENTS

1. INSTRUCTIONS FOR PARTICIPATING IN THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING …1
1.1.      Introduction ................................................................................................................................ 1
1.2.      Shareholders ............................................................................................................................. 1
1.3.      Shareholder Representation ..................................................................................................... 2
1.4.      Shareholders Represented by Proxy ........................................................................................ 2
2.        INFORMATION ON THE MATTERS TO BE EXAMINED AND DISCUSSED.................................................. 3
2.1.      At the Annual Shareholders’ Meeting ........................................................................................ 3
2.1.1. Analyze the accounts from Management and examine, discuss and vote on the financial
statements ............................................................................................................................................... 3
2.1.2     Allocation of net income in the fiscal year ................................................................................. 4
2.1.3. Determination of the overall annual compensation of the administrative bodies ...................... 6
2.1.4. Reelection of Board of Directors ............................................................................................... 6
2.2.     At the Extraordinary Shareholders' Meeting ............................................................................. 7
2.2.1. Amendment to paragraph 6 of Article 24 of the Company’s Bylaws, to specify that the minutes
of the Company’s Board of Executive Officers Meetings to be filed at the Commercial Registry may be
signed by the Chairman or the Secretary of the Meeting........................................................................ 7
2.2.2. Amendment to the Bylaws to exclude Article 53 from the Company’s Bylaws. ......................... 8
2.2.3. Change of the newspaper where the Company makes the publications ordered under the
Brazilian Corporate Law. ......................................................................................................................... 9
3.        PROXY APPOINTMENT MODEL ........................................................................................... 10
4.        CLOSING REMARKS ............................................................................................................. 12




                                                                                                 QUESTIONS AND CLARIFICATIONS:

                                                                                                                                         JSL S.A.
                                                                                            Av. Angélica, 2346, São Paulo – SP
                                                                                            Attn: Investor Relations Department
                                                                                                        Tel: +55 (11) 4795-7178
                                                                                                       Fax: +55 (11) 4795-7836
                                                                                                            E-mail: ri@jsl.com.br




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                                                           GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS




       1. INSTRUCTIONS FOR PARTICIPATING IN THE ANNUAL AND
          EXTRAORDINARY SHAREHOLDERS’ MEETING

1.1.          Introduction


       Article 132 of Law 6,404, of December 15, 1976 (“ Brazilian Corporation Law”) requires
       every Company, including JSL S.A. (“JSL”), to hold an annual shareholders’ meeting within
       the first four months following the conclusion of the fiscal year to decide on the following
       matters: (a) receive the accounts from management and examine, discuss and vote on the
       financial statements; (b) allocate the net income in the fiscal year and distribute dividends;
       and (c) elect the administrators and members of the fiscal council, when applicable
       (“ASM”).


       Pursuant to Article 135 of the Brazilian Corporate Law, the Company that wishies to amend
       its Bylaws must submit the changes to approval of its shareholders at an Extraordinary
       Shareholders’ Meeting (“ESM”).


       In accordance with Article 133 of Brazilian Corporation Law, and CVM Instruction 481 of
       December 17, 2009 (“CVM instruction 481”), the documents pertinent to the matters on the
       agenda were made available to shareholders at the Company’s head office and on the
       websites of the Securities and Exchange Commission of Brazil (CVM) (www.cvm.gov.br)
       and JSL (www.jsl.com.br/ir) on March 29, 2011, in compliance with the deadline of at least
       one month prior to the date of the AESM.



1.2.          Shareholders
       Persons attending the Meeting must prove they are shareholders by presenting their
       identification document (RG, RNE, driver’s license or officially recognized trade
       membership cards) and their ownership of shares by the statement issued by the
       depositary institution of the book-entry shares.
                                                   GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS



Shareholders must also present a copy of documents duly demonstrating the powers of
representation for proxies and representatives. Copies of these documents must be lodged
by 9:00 a.m. on April 27, 2011, (i) at the administrative head office of JSL located at Av.
Angélica, 2346 , in the city of São Paulo, state of São Paulo, (ii) via facsimile at +55 (11)
4795-7836 or (iii) via the e-mail ri@jsl.com.br


It is recommended that shareholders present themselves at the AESM 1 (one) hour prior to
the time indicated in the call notice.


JSL’s Investor Relations Department is available to provide any further clarifications at the
telephone numbers +55 (11) 4795-7178 or via the e-mail ri@jsl.com.br.



1.3. Shareholder Representation
Shareholders participating through their legal representatives or proxies must present:


       a copy of the corporate acts granting them powers of representation; and/or


       a copy of the proxy appointment.



1.4. Shareholders Represented by Proxy
In accordance with Article 126 of Brazilian Corporation Law, shareholders may be
represented at the AESM by proxies appointed less than one year ago that are a
shareholder, administrator or lawyer or even a financial institution. Investment funds may
be represented by their administrator, manager or proxy.


Proxy appointments and corporate acts from abroad must be delivered to JSL duly
notarized, consularized and with a sworn translation into Brazilian Portuguese.




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                                                      GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS




2. INFORMATION ON THE MATTERS TO BE EXAMINED AND
DISCUSSED

2.1. At the Annual Shareholders’ Meeting

         2.1.1. Analyze the accounts from Management and examine,
                 discuss and vote on the financial statements



The Management Report includes information on the macroeconomic environment and on
the financial and operational performance of JSL.


The Financial Statements comprise the five statements listed below, which were published
on March 25, 2011, on JSL’s website (www.jsl.com.br/ir), on March 29, 2011 in the state
register Diário Oficial do Estado de São Paulo, and in the newspapers Brasil Econômico
and Valor Econômico.


         Balance Sheet;
         Income Statement;
         Statement of Accrued Income;
         Statement of Cash Flow; and
         Statement of Value Added.


These statements present the economic and financial situation of JSL and changes in the
equity position during the fiscal year. Therefore, it is also possible to evaluate the
Company’s liquidity indicators, level of profitability and level of debt.


Management Proposal
Management proposes that the shareholders examine all documents made available by
Management and approve the respective accounts, management report and financial
statements. In addition, Item 10 of Reference Form – “Managements’ Comments on the




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                                                      GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS



Company’s Financial Situation” submitted to the CVM on March 29, 2011 via the IPE
system, as confirmed by the CVM's website (www.cvm.gov.br).



         2.1.2 Allocation of net income in the fiscal year


Every fiscal year, the Board of Directors must propose the allocation of net income in the
previous fiscal year, which is subject to deliberation by the shareholders assembled at the
ASM.


For the purposes of Brazilian Corporation Law, the net income of a company is the income
earned in the fiscal year less the accrued losses from previous fiscal years, the provision
for income tax, the provision for social contribution tax and the profit-sharing plan of
employees and administrators.


The legal and statutory rules for the allocation of net income in the fiscal year follow:


         5% (five percent) for the constitution of a legal reserve, which shall not exceed
          20% (twenty percent) of the capital stock;


         A minimum of 25% (twenty-five percent) shall be allocated to the payment of the
          annual mandatory dividend to shareholders, deducted from the legal reserves;


          A portion, by proposal of the administration bodies, may be withheld based on
          capital budget previously approved, under the terms of article 196 of the
          Business Corporation Law;


          Part of the income will be allocated to the statutory income reserve called
          “Investment Reserve”, which will finance the expansion of the Company’s
          activities, which will be formed with up to 100% of the net income that remains
          after the legal and statutory deductions.

         The allocation of the remaining balance will be determined by the ASM, in
          accordance with governing law.




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                                                     GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS




Management Proposal

The Company’s Management proposes the following allocation for the Net Income
recorded in the fiscal year ended December 31, 2010, in the amount of ninety-three
million, six thousand, two hundred and six reais (R$93,006,206.00):


(i) To allocate R$ 4,650,309.06       (four million, six hundred and fifty thousand, three
hundred and nine reais and six cents) to constitute a legal reserve , in accordance with
Article 193 of Brazilian Corporation Law;


(ii) In compliance with Article 194 of Law 6,404/76, and Article 31, Paragraph 2, letter (f)
of the Company’s Bylaws, the Management proposes to allocate sixty-six million, two
hundred sixty-six thousand and nine hundred twenty two reais (R$66,266,922.00) to the
Investment Reserve.


(iii) To allocate twenty-two million, eighty-eight thousand, nine hundred sixty-eight reais and
two cents (R$22,088,968.02) for dividend distribution, corresponding to R$0.11210341 per
share; this amount will be ratified by the Annual General Meeting, given that it was
calculated taking into account the shares held in treasury on April 12, 2011 and this number
may suffer changes until the reference date to be established to identify the shareholders
who are entitled to said dividend distribution. The aforementioned payment will be made
within sixty (60) days as of April 29, 2011, and the other conditions will be determined by
the Annual General Meeting.



In addition, in accordance with Article 9, paragraph 1, item II of CVM Instruction 481, the
proposal for the allocation of net income for the fiscal year and the information in Exhibit 9-
1-II of CVM Instruction 481 are available on JSL’s website (www.jsl.com.br/ir), as well as in
Exhibit I attached hereto.




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                                                   GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS




         2.1.3. Determination of the overall annual compensation of the
                administrative bodies


In accordance with Article 12, “c”, of the Bylaws of JSL, it is incumbent upon the
shareholders’ meeting to determine the overall compensation of the members of the Board
of Directors and Executive Board. Also, in accordance with Article 21, item v of the Bylaws,
the Board of Directors is responsible for determining the individual compensation of each
administrator based on the overall compensation approved by the ASM.


Management Proposal

The overall compensation of the administrators (board members and statutory officers)
proposed to the ASM is R$17,000,000.00 (seventeen million reais).


Pursuant to Article 12, II of CVM Instruction 481, the information in item 13 of the
Reference Form is available on JSL’s website (www.jsl.com.br/ir) and the website of the
CVM (www.cvm.gov.br), as well as in Exhibit IV attached hereto.




2.1.4. Reelection of Board of Directors
Pursuant to Article 16 of the Company’s Bylaws, the Board of Directors is composed of five
(5) members, with a two (2) year term of office, and may be re-elected.


Pursuant to CVM Instructions 165 of December 11, 1991, and 282, of June 26, 1998, in
order to request the adoption of a multiple vote for the election of Board of Directors’
members, the applicant Shareholders shall represent, at least five per cent (5%) of the
voting capital, since the said submitting is done in writing to the Company, with a minimum
48 hours period before the holding of the Annual Shareholders´Meeting.



Management Proposal
Regarding the election of the members of the Board of Directors, Management proposes to
re-elect the current members of the Board of Directors, namely: Fernando Antonio




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                                                   GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS



Simões, Brazilian, divorced, businessman, Identity Card (RG) no. 11.100.313-1 - SSP/SP,
Individual Taxpayer’s ID (CPF/MF) no. 088.366.618-90, with offices at Avenida Saraiva, nº
400, Bairro Vila Cintra, in the city of Mogi das Cruzes, state of São Paulo, as Chairman;
Fernando Antonio Simões Filho, Brazilian, single, businessman, Identity Card (RG) no.
35.232.053-9 - SSP/SP, Individual Taxpayer’s ID (CPF/MF) no. 329.852.458-18, with
offices at Avenida Saraiva, nº 400, Bairro Vila Cintra, in the city of Mogi das Cruzes, state
of São Paulo, as a Board Member; Adalberto Calil, Brazilian, married, lawyer, Identity
Card (RG) no. 4.655.873 - SSP/SP, Individual Taxpayer’s ID (CPF/MF) no. 277.518.138-
49, with offices at Avenida Saraiva, nº 400, Bairro Vila Cintra, in the city of Mogi das
Cruzes state of São Paulo as a Board Member; David Barioni Neto, also signs Davi
Barioni Neto, Brazilian, married, business administrator, Identity Card (RG) no. 3.818.902 -
SSP/SP and Individual Taxpayer’s ID no. 012.237.358-85, with offices at Avenida Saraiva,
nº 400, Bairro Vila Cintra, in the city of Mogi das Cruzes, state of São Paulo, as an
Independent Board member; and Álvaro Pereira Novis, Brazilian, married, economist,
Identity Card (RG) no. 9.519.693-6 - SSP/SP, Individual Taxpayer’s ID (CPF/MF) no.
024.595.407075.825.799-68, with offices at Avenida Saraiva, nº 400, Bairro Vila Cintra , in
the city of Mogi das Cruzes, state of São Paulo, as an Independent Board Member.


Pursuant to Article 10, II of CVM Instruction 481, the information in items 12.6 to 12.10 of
the Reference Form are available on JSL’s website (www.jsl.com.br/ir) and the website of
the of CVM (www.cvm.gov.br), as well as in Exhibit III attached hereto.




2.2. At the Extraordinary Shareholders’ Meeting


   2.2.1 Amendment to paragraph 6 of Article 24 of the Company’s
   Bylaws.




   Management Proposal




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                                              GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS



The Company’s Management proposes to to amend Article 24, paragraph 6, of
the Company’s Bylaws, to specify that the minutes of the Company’s Board of
Executive Officers Meetings to be filed at the Commercial Registry may be
submitted in the form of a summary of the minutes drawn up in the Book of
Minutes of the Board of Executive Officers Meetings, signed by the Secretary of
the Board of Executive Officers Meeting.


The proposal aims to ensure that the filing the minutes of the Board of
Executive Officers Meetings at the Commercial Registry is more flexible and
faster. We would like to clarify that there are no legal and/or economic effects
resulting from the amendment proposed herein.


In compliance with Article 11, item I, of CVM Rule 481/09, a copy of the Bylaws
highlighting the proposed amendment is attached hereto as Exhibit V.


2.2.2 Amendment to the Bylaws to exclude Article 53 from the
Company’s Bylaws.


Management Proposal

We propose the exclusion of Article 53 from the Company’s Bylaws, which
establishes that the publications ordered by the Brazilian Corporate Law shall
be made at the Official Gazette of the State of São Paulo and the Valor
Econômico newspaper.


The newspapers where the Company makes the publications ordered by the
Brazilian Corporate Law are currently specified in the Company’s Registration
Form and Reference Form, thus there is no need for them to be specified in the
Company’s Bylaws.


The proposal aims to ensure more flexibility to the Company’s Management in
case it decides to change the newspaper where the Company makes the
publications ordered by the Brazilian Corporate Law, without the need for an




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                                              GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS



amendment to the Bylaws. We would like to clarify that there are no legal and/or
economic effects resulting from the amendment proposed herein.


Due to the exclusion of Article 53 from the Bylaws, the subsequent articles will
be renumbered.


In compliance with Article 11, item I, of CVM Rule 481/09, a copy of the Bylaws
highlighting the proposed amendment is attached hereto as Exhibit V.




2.2.3 Change of the newspaper where the Company makes the
publications ordered by the Brazilian Corporate Law.


Management Proposal

We propose to change the newspaper where the Company makes the
publications ordered by the Brazilian Corporate Law, which will henceforth be
made at the Brasil Econômico newspaper and Federal Official Gazette.
Pursuant to Article 289, paragraph 3 of the Brazilian Corporate Law, in case the
proposal is not approved, the Company will register a notice to shareholders
announcing the change in the Minutes of the Annual General Meeting of the
Company to be held on the same date of the Extraordinary General Meeting
under consideration.




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                                                        GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS




                                Proxy appointment model

                                  PROXY APPOINTMENT

[SHAREHOLDER], [IDENTIFICATION] (“Grantor”), hereby appoints and constitutes (1)
Mr. [NAME], [CITIZENSHIP], [MARITAL STATUS], [PROFESSION] with identification




[CITIZENSHIP], [MARITAL STATUS], [PROFESSION] with identification document number


                                         at [ADDRESS]; and (3) Mr. [NAME], [CITIZENSHIP],




                            DDRESS]; to represent the Grantor, as a shareholder of JSL S.A.
("Company"), at the Company’s Annual and Extraordinary Shareholders’ Meeting, to be held
on April 29, 2011, at 11 A.M., at the Company’s headquarters, located at Avenida Angelica,
nº 2346, city and state of São Paulo, to examine, discuss and vote on behalf of the
Grantor, respectively and individually (1) in favor, (2) against or (3) abstain, in compliance
with the instructions below, on the matters of the Agenda.



AT THE ANNUAL SHAREHOLDERS’ MEETING

Agenda:

1. To approve the Management accounts, Management Report and Financial Statements:

In favor ( ) Against ( ) Abstain ( )

2. To approve the Management proposal for allocation of the net income for the year and
dividend distribution :

In favor ( ) Against ( ) Abstain ( )

3. To elect and invest the members of the Board of Directors:

In favor ( ) Against ( ) Abstain ( )

4. To establish the overall annual compensation of the Management for fiscal year 2011.




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                                                              GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS



     In favor ( ) Against ( ) Abstain ( )

     AT THE EXTRAORDINARY SHAREHOLDERS’ MEETING

     1. To amend Paragraph 6 of Article 24 of the Company’s Bylaws

     In favor ( ) Against ( ) Abstain ( )

     2. To exclude Article 53 of the Company’s Bylaws

     In favor ( ) Against ( ) Abstain ( )




     This proxy appointment shall be valid until the Annual and Extraordinary Shareholders’
Meeting of JSL S.A., to be held on April 29, 2011. Substitution of powers is prohibited.




              [City and date]




              _____________________________

             Grantor

             By [notarized signature]

             Position:




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                                                   GUIDE TO PARTICIPATING IN SHAREHOLDER MEETINGS




   4. CLOSING REMARKS


The information in this guide is useful for exercising your voting rights as a Shareholder in
the Company. Accordingly, we suggest you read this Manual prior to the Annual and
Extraordinary Shareholders’ Meeting.




Sincerely,


JSL S.A.
INVESTOR RELATIONS




                                                                                     12
                                                   ANNEX I


    PROPOSAL FOR THE ALLOCATION OF NET INCOME IN THE FISCAL YEAR, IN
    ACCORDANCE WITH ARTICLE 9, PARAGRAPH 1 AND ANNEX 9-1-II OF CVM
    RULE 481


                                     ALLOCATION OF NET INCOME



All financial information in this document is expressed in thousands of Brazilian reais, except in the case of
dividends/net income per share



       1. Inform the net income in the fiscal year


           Net income in fiscal year 2010 was ninety-three million and six hundred thousand
           reais (R$ 93,006).


       2. Inform the total amount and amount per share of the dividends, including any
          dividends prepaid and interest on equity already declared


           Management has proposed the distribution of twenty-two million and eighty-nine
           thousand reais (R$ 22,089) relative to the net income in the fiscal year ended
           December 31, 2010 in the form of dividends, or R$ 0.11210341 per share. This
           amount will be ratified by the Annual General Meeting, given that it was calculated
           taking into account the shares held in treasury on April 12, 2011 and this number may
           suffer changes until the reference date to be established to identify the shareholders
           who are entitled to said dividend distribution.

           Dividends which correspond to 25% of adjusted net income in the fiscal year ended
           December 31, 2010, will be submitted for deliberation by the Annual Shareholders’
           Meeting to be held on April 29, 2011.


       3. Inform the percentage of net income distributed in the fiscal year
          The proposal of the Company's Management to be submitted to the Annual
          Shareholders’ Meeting consists of the distribution, as dividends, of 25% of net income
          in the fiscal year less the amount allocated to the legal reserve.


       4. Inform the total amount and amount per share of the dividends distributed
          based on net income in prior fiscal years


           In fiscal year 2010, the Company distributed dividends based on net income in prior
           fiscal years in the amount of seventy-nine million, eight hundred and fifty-two
           thousand reais (R$ 79,852). This amount corresponds to R$ 0.57384056 per share.


       5. Inform, deducting any dividends prepaid and interest on equity already
          declared:

           a. The gross amount per share of dividends and interest on equity, separately for
        each type and class of share




                                                 Base – Fiscal year ended 12/31/2010
                                   Percentage of the                                                               Gross Dividends per
       Type of Share                                                    Total Dividends Proposed
                                 Company's Total Capital                                                                 Share¹

         Common                            100.00%                                R$ 22,089                           R$ 0.11210341
  1 This amount will be ratified by the Annual General Meeting, given that it was calculated taking into account the shares held in treasury on
  April 12, 2011 and this number may suffer changes until the reference date to be established to identify the shareholders who are entitled to
  said dividend distribution.




  b. The form and date for the payment of dividends and interest on equity


   Dividends are paid on an annual basis and the dividend payment will be made in cash
   with no monetary correction. As permitted by the by-laws, Management proposes that
   the dividends proposed to the Annual Shareholders’ Meeting be paid within 60 days
   as of its approval by the Shareholders’ Meeting.


  c.    Any restatement and interest applicable on the dividends and interest on equity.

   Not applicable.


  d. Declaration date of the payment of dividends and interest on equity considered for
     identifying those shareholders entitled to receive said payments


   The proposal for the distribution of dividends relative to the fiscal year ended
   December 31, 2010 will be deliberated on by the Annual Shareholders’ Meeting to be
   held on April 29, 2011. Shareholders of record on that date will be entitled to said
   dividend distribution.


6. If there were any declarations of dividends or interest on equity based on the
   net income ascertained by semiannual balance sheets or statements for
   shorter periods

  a. Inform the amount of dividends or interest on equity already declared:

   Not applicable.


  b. Inform the respective payment dates

   Not applicable.


7. Provide a comparative table indicating the following amounts per share for
   each type and class of share:
                           a. Net income in the fiscal year and in the three (3) prior fiscal years



                                                        Fiscal year ended December 31,
                                                              (in thousands of R$)
                                               2007                   2008                   2009               2010
              Net Income                       86,671                 57,853                 62,938            93,006

              Earnings per Share*            0.43577430            0.29087988            0.31644682          0.46762613

               * Based on all shares issued by the company as of December 31, 2010, including those held in treasury


                           b. Dividends and interest on equity distributed in the three (3) prior fiscal years

                                                   Fiscal year ended December 31,
                                                         (in thousands of R$)

                          2007                           2008                             2009                        2010
                  Gross                          Gross                            Gross                       Gross
                Amount per    Net Amount       Amount per    Net Amount         Amount per    Net Amount    Amount per    Net Amount
                  Share        per Share         Share        per Share           Share        per Share      Share        per Share

Dividends            -               -        0.48256909       0.48256909       0.07516731     0.07516731   0.11106158    0.11106158

Interest on
Equity          0.05799698      0.04929744    0.10862807       0.09233386           -                 -         -             -
Total per
Common
Share           0.05799698      0.04929744    0.59119716       0.57490295       0.07516731     0.07516731   0.11106158    0.11106158


               * Based on all shares issued by the company as of December 31, 2010, including those held in treasury


                     8. If net income was allocated to the legal reserve

                           a. Identify the amount allocated to the legal reserve


                           The proposal made by management to be deliberated on at the Annual Shareholders’
                           Meeting contemplates the allocation to the legal reserve of four million, six hundred
                           and fifty thousand reais (R$ 4,650).


                           b. Detail the method for calculating the legal reserve


                           The percentage of 5% of net income in the fiscal year was applied, observing the
                           criteria established by Article 193, Paragraph 1 of Federal Law 6,404/76.


                     9. If the company has preferred shares with the right to fixed or minimum
                        dividends

                           a. Describe the method for calculating the fixed or minimum dividends

                           Not applicable.


                           b. Inform if the net income in the fiscal year is sufficient for the full payment of the
                              fixed or minimum dividends
       Not applicable.


      c.   Identify if any portion not paid is cumulative


       Not applicable.


      d. Identify the total amount of fixed or minimum dividends to be paid for each class of
         preferred shares


       Not applicable.


      e. Identify the amount of fixed or minimum dividends to be paid for each class of
         preferred shares


       Not applicable.


   10. Regarding the mandatory dividend

      a. Describe the calculation method provided for in the bylaws

       The Company's Bylaws state that:


           Shareholders are assured the right to receive a mandatory dividend of at
           minimum twenty-five percent (25%) of net income in the fiscal year, which is
           increased or decreased by the following amounts: (i) the amount allocated to
           constitute the legal reserve; and (ii) the amount allocated to constitute the reserve
           for contingencies and the reversal of this reserve constituted in prior periods.

           Net Income in Fiscal Year                                           R$ 93,006
           Legal Reserve (5%)                                                  R$ (4,650)
           Dividend Calculation Base                                           R$ 88,356
           Minimum Mandatory Dividend                                          R$ 22,089
           Portion of Net Income allocated to the Investment Reserve           R$ 66,267

      b. Inform if it is being fully paid

       Management's proposal to be examined at the Annual Shareholders’ Meeting
       contemplates the full payment of the minimum mandatory dividends.


      c.   Inform any amount withheld.

      Not applicable.


   11. If the mandatory dividend was withheld due to the company's financial
       situation

Not applicable.
      a. Inform the amount withheld

Not applicable. .


      b. Describe in detail the company's financial situation, including the aspects related
         to the analyses of liquidity, working capital and positive cash flows

Not applicable.


      c.   Justify the withholding of dividends

Not applicable.



   12. If net income was allocated to the contingency reserve

Management's proposal to be submitted to the Annual Shareholders’ Meeting does not
contemplate the allocation of a portion of net income to the contingency reserve in the fiscal
year ended December 31, 2010.


      a. Identify the amount allocated to the reserve

Not applicable.


      b. Identify the loss considered probable and the associated lawsuit

Not applicable.


      c.   Explain why the loss was considered probable

Not applicable.


      d. Justify the constitution of the reserve

Not applicable.



   13. If net income was allocated to the unearned income reserve

Management's proposal to be submitted to the Annual Shareholders’ Meeting does not
contemplate the allocation of a portion of net income to the unearned income reserve in the
fiscal year ended December 31, 2010.


      a. Inform the amount allocated to the unearned income reserve


Not applicable.


      b. Inform the nature of the unearned income that led to the creation of the reserve
   Not applicable.



      14. If net income was allocated to the statutory reserves



         a. Describe the clauses in the bylaws that establish the reserve


   The investment reserve is provided for by Article 31, Paragraph 2, Letter (f) of the
   Company's Bylaws, with the following wording:


“Article 31 – (....), Paragraph 2, Letter (f) – The Company shall maintain a statutory profit
reserve called the “Investment Reserve”, which will be used to finance the expansion of the
activities of the Company and/or of its subsidiaries or affiliated companies, including through the
subscription of rights offerings or the creation of new enterprises, which will be formed by up to
100% of the net income that remains after the legal and statutory deductions and whose
balance may not exceed the value corresponding to 80% of the subscribed capital stock of the
Company, and further, the sum of the balance of this profit reserve and the balances of the
other profit reserves, excluding the unearned income reserve and the contingency reserve, may
not exceed 100% of the subscribed capital stock of the Company."



         b. Identify the amount allocated to the reserve

   Management's proposal to be submitted to the Shareholders' Meeting contemplates the
   allocation of a portion of the net income in 2010 corresponding to R$ 66,267.


         c.   Describe how the amount was calculated

Net Income in the Fiscal Year                                    R$ 93,006
Legal Reserve (5%)                                               R$ (4,650)
Dividend Calculation Base                                        R$ 88,356
Net Income after payment of the mandatory dividend               R$ 66,267
Portion of Net Income allocated to the Investment Reserve        R$ 66,267



      15. If the withholding of net income was provided for in the capital budget



         a. Identify the amount withheld

         Sixty-six million, two hundred and sixty-seven reais (R$ 66,267)


         b. Provide a copy of the capital budget

              See Annex
      16. If net income was allocated to the fiscal incentive reserve

         a. Inform the amount allocated to the reserve


   The proposal for the allocation of net income in the fiscal year ended December 31, 2010 to
   be submitted to the Annual Shareholders’ Meeting does not contemplate the allocation of net
   income to the fiscal incentive reserve.


         b. Explain the nature of the allocation


   Not applicable.


                                           ANNEX


                               CAPITAL BUDGET OF JSL S/A

                                 MANAGEMENT PROPOSAL

Dear Shareholders:

The Board of Directors of JSL S/A (“Company”) hereby submit for your examination, for
deliberation at the Annual Shareholders’ Meeting to be held on April 29, 2011, the following
proposal for the capital budget for fiscal year 2011 (“Capital Budget”), in accordance with
corporate law and the company's bylaws.

The value of the Capital Budget for the current year, which consists of fixed assets, is up to
795,000,0000.00, with the following origins: (a) R$ 66,266,904.07 from the Investment Reserve
and (b) R$ 728,733,095.93 from own funds generated by the Company's operating activities
during the fiscal year and from funds raised from third parties.

The Capital Budget was determined based on the Company's investment plan, which was
structured in view of the Company's growth and the business projections made for fiscal year
2011. The funds provided for in the investment plan will be invested in (a) expansion projects,
(b) renewal of the asset base, (c) technology and other investments, as indicated in the
following table:


                        Use of Funds                                  Estimated Amount
                                                                   (in thousands of reais)

Expansion projects                                              509,600,000.00

Renewal of the asset base                                       256,300,000.00

Technology and other investments                                29,100,000.00

This is the proposal that we submit for you examination.


                                  São Paulo, March 24, 2011

                                   BOARD OF DIRECTORS
                                                                ANNEX II

DIRECTORS COMMENTS – ANALYSIS AND DISCUSSION BY MANAGEMENT
CONCERNING THE COMPANY’S FINANCIAL SITUATION AND OPERATING RESULT

10.1. The Opinion of Our Directors about:


a.        financial and general equity conditions


          JSL posted gross revenues of R$2,259.7 million in 2010, representing an increase of 36.9%
compared with 2009. The Company invested approximately R$800.0 million to support the growth in
its operations, mainly in operating assets, including both heavy and light vehicles, machinery and
equipment. Most of this funding was spent on the expansion of the Company’s operations, in the
segments of Management and Outsourcing and Dedicated Services, or those operations with a higher
aggregate value to clients. Investment in 2008 and 2009 totaled R$496.3 million and R$273.2 million,
respectively. The reduction in investment in 2009 was related to the economic slowdown in the country
during this period, influenced by the aftereffects of the global financial crisis that began in 2008.


          The total cash and cash equivalents held by the Company at the end of 2010 stood at R$488.2
million, and gross indebtedness at R$1,555.8 million. These cash resources were more than sufficient
to settle the Company’s short-term debt of R$372.7 million. In addition, the Company’s assets are
largely comprised of light and heavy vehicles, which, in general, have a net resale value. A total
of 93.2% of the Company’s net debt was associated with its operating assets in 2010.


          Company management understands that this situation underscores it is in the financial and
economic conditions to implement its business plan and meet its short and medium-term
obligations.


b.        capital structure and the possibility of redeeming shares or quotas


          Our management understands that the Company’s current capital structure is at an
acceptable level in terms of leverage, particularly when considering the business profile the
Company operates, which has required investments in assets that generally have a net resale
value in the secondary market.


          The Company’s net debt in 2008, 2009 and 2010, stood at R$831.4 million, R$898.9 million
                                                                           1
and R$1,067.6 million, respectively, with operating assets of R$1,151.5 million, R$1,194.4 million



1
    Fixed + Receivables “available for sale” + Goods for sale
and R$1,184.1 million, respectively. The ratio between operating assets and net debt in these
periods was 1.4x, 1.3x and 1.7x, respectively.


                                              The financial period ending December 31, 2010


(In million of reais)                                          2008            2009                      2010


Cash and cash equivalents2 ...................                   (81.6)         (137.9)                    (488.2)
      Gross short-term debt ..........................          451.8            394.3                      372.7
      Gross long-term debt……………….                               461.2            642.5                        1,183.1
Gross debt...............................................       913.0            1.036,8                      1,555.8


Net debt ...................................................    831.4            898.9                        1,067.6



Adjusted EBITDA (“EBITDA A”)                                    297.0            367.6                      553.0




          The Company registered EBITDA of R$220.4 million, R$233.5 million and R$330.1 million in
2008, 2009 and 2010, respectively, which translates into multiples in relation to net debt of 3.8x, 3.8x
and 3.2x in the same periods.


          The Company also uses Adjusted or EBITDA Added (“EBITDA-A”) as a measure of its
economic and financial business performance, which corresponds to EBITDA plus the residual book
value for the sale of fixed assets not involving any operational cash layout, as it effectively
represents the write down of these assets when sold. In this way, Company management believes
that EBITDA-A is a more suitable practical measure than traditional EBITDA to arrive at an
approximation of cash flow generation, in order to determine the Company’s capacity to meet its
financial obligations. The Company’s EBITDA-A totaled R$297.0 million, R$367.6 million and
R$553.0 million in 2008, 2009 and 2010, respectively, with ratios of 2.7x, 2.4x and 1.9x in relation to
net debt in the same financial periods.


          On December 31, 2008, 2009 and 2010, the Company had net equity values of R$364.3
million, R$360.1 million and R$813.2 million, respectively. The ratio of net debt divided by net
equity was 2.3x, 2.5x and 1.3x, respectively, in these same financial periods.




  2
      Includes the financial applications classified as non-current assets (bonds and market securities), which are linked to the amortization of a

  proportion of the unsettled balance of debentures
         The following table shows the Company’s main indices related to its financial leverage:


                                         The financial period ending December 31, 2010


                                                         2008      2009       2010


Net Debt / operating assets3 .......................       1.4x      1.3x         1.7x
Net Debt / EBITDA................................          3.8x      3.8x         3.2x
Net Debt / EBITDA-A ..................................      2.7x      2.4x         1.9x
Net Debt / Net equity ................................     2.3x     2.5x        1.3x
Interest Coverage Ratio4..........................        0.2x      0.4x        0.3x



         There is no situation in which the Company will redeem shares issued other than in those
legally scheduled.


c.       payment capacity in relation to financial commitments


         The Company has complied with all its obligations related to its financial commitments and,
to the date this Reference Form was compiled, it has, as expected, maintained its diligence in the
payment of all the aforementioned commitments.


         Bearing in mind the Company’s debt profile, cash flow and liquidity, we believe that we have
sufficient liquidity and capital resources to cover the investments, expenses, debt and other
payables due in the upcoming years, although we cannot guarantee that this situation will remain
unchanged. If we believe that is necessary to take out loans to finance our investments and
acquisitions, we will do so based on the knowledge of our current capacity to pay back the same.


d.       sources of financing for working capital and investments in non-current assets used


         We raised funding through financial contracts, when necessary, which were used to finance
our short and long-term working capital requirements and investment needs, as well as to
maintain available cash at levels that we believe to be appropriate to adequately perform our
business activities.


         The financing of asset acquisitions to provide our services is, in general, made with specific
lines of credit in accordance with the characteristics of the goods to be acquired. For the
acquisition of our heavy vehicles, machinery and new national equipment, we generally used
credit lines from Finame. In general terms, for the acquisition of light and utility vehicles we use


  3
      Fixed + Receivables “available for sale” + Goods for sale


  4
      Financial interest expenses – revenue earned from financial applications / EBITDA
leasing agreements, except for the Sale of Managed Assets, for which, due to the transfer of
ownership of the goods to the client at the start of the contract, we used working capital loans over
a term equivalent to the contractual period agreed with the client, and that are normally raised
from the banks of the manufacturers from whom we purchase the vehicles, or we use cash. In the
event of a corporate acquisition, we tap longer-term commercial lines of credit, as in the past, with
tenures of between four and seven years.


         At the date this Reference Form was compiled, we had no US dollar denominated obligation
or in any other currency than the Brazilian Real.


         The following table shows the schedule for the payment of our debt total of R$1,555.8 million,
as stated on December 31, 2010:



Loans and Financing (Borrowings)                                                                                                                    (in million R$)
Current..............................................................................................................................................      372.7
Non-Current
2012 .................................................................................................................................................     326.3
2013 .................................................................................................................................................     244.1
2014 .................................................................................................................................................     250.6
2015 .................................................................................................................................................     183.4
2016 .................................................................................................................................................     140.8
2017 onwards ..................................................................................................................................             38.0


Total .................................................................................................................................................        1,555.8




         We believe that our net operating cash flow together with the initiative to extend debt already
negotiated, with the issuance of debentures on December 20, 2010, of R$ 250.0 million maturing
on December 20, 2014, 2015 and 2016, respectively, will be sufficient to meet future needs in
terms of liquidity.


e.       financial sources for working capital and investments in non-current assets to be used to
         cover shortfalls in liquidity


         Not applicable to the Company.


f.      levels of indebtedness and the characteristics of this debt


         i. Relevant loan contracts and financing agreements
     For the acquisition of heavy vehicles, machinery and equipment, we used Finame, which on
December 31, 2010, represented R$765.3 million at an average annual interest rate of 8.1% p.a.,
indexed to the long-term interest rate (TJLP) and or fixed interest rate, and maturing before 2018.


     With the aim of financing the acquisition of Lubiani and Grande ABC, in 2007 and 2008,
respectively, we raised funding through CCBs with Bradesco, maturing in May 2015. These
operations are guaranteed by Mr. Fernando Antonio Simões and, for the CCB taken out with
Bradesco, there is also the backing of a fiduciary (asset-backed) sale of quotas in Transportadora
Grande ABC. The interest rate, on December 31, 2010, closed at 12.6% p.a., corresponding to
CDI + 2% p.a., and represented R$28.4 million.


     We regularly use CCBs with Banco Volkswagen to finance the Fleet Management and
Outsourcing operations, which on December 31, 2010, represented R$10.0 million, at fixed
interest rate of 13.7% p.a. and falling due in May 2013.


     We issued R$120.0 million in simple debentures on June 24, 2010, in accordance with the
terms of Brazilian Securities Exchange Commission Instruction (“CVM”) nº 476, in a single series,
and non-convertible into shares, unsecured, with additional personal guarantee and additional real
guarantee (pledge). The nominal unit value of the debentures will not be restated. The debentures
shall fall due in 78 months, from the issue date of June 24, 2010, and mature on December 24,
2016, and will be entitled to remuneration equivalent to to 123% (one hundred and twenty three
percentage points) of the variation of the average daily interbank deposit rate “Selic rate over extra
group”, expressed as an annual percentage, based on 252 (two hundred and fifty-two) working
days, and as calculated and released daily by CETIP S.A. The interest payment will be made
monthly on the 24th of each month, or in the first subsequent business day, starting January 24,
2011.


     We also have Export Credit Notes with Banco Santander, to finance working capital for
operations related to clients in the export chain. This line of credit matures at the end of July 2014,
with a grace period of two years for the amortization, at the CDI +2.1% p.a.. The balance as of
December 31, 2010, stood at R$60.0 million.


     We also adhere to a Special Credit Program – PEC, offered by the Development Bank (the
BNDES), used for working capital, and that was closed on December 31, 2010 at an average rate
of 10.5% and with an outstanding balance of R$95.4 million. This line of credit was settled in full in
January 2011.


     We issued, on December 20, 2010, with HSBC Corretora de Títulos e Valores Mobiliários
S.A., and BES Investimento do Brasil S.A. as the intermediaries, simples debentures under the
terms of CVM Instruction n. ° 476, and non-convertible into shares, quirographic (unsecured) in
nature and in three series, with a firm guarantee. The total issue value was R$250.0 million, of
which R$83.0 million was in the first debenture series, R$84.0 million in the second and R$830
million in the third. The first series debentures fall due on December 20, 2014, the second on
December 20, 2015, and the third on December 20, 2016. The nominal unit value of these
debentures will not be monetarily adjusted. The debentures will pay interest in six-monthly
installments, corresponding to 100% of the accumulated variation in the average daily Interbank
rates, over extra-group (“the IB Rate”), + 1.85% per year for the first series debentures, 1.95% per
year for the second series and 2.20% per year for the third series. Fitch Ratings issued an “A-
(bra)” rating for this issue.


     ii. other long-term agreements with financial institutions


     Not applicable to the Company.


     iii. degree of debt subordination


     The Company has debt with real, personal and unsecured guarantees, with priority by
creditors pursuant to Law. There are no subordinated debts.


     iv. any restrictions imposed on us in relation to limits of indebtedness and contracting new
debt, the distribution of dividends, the sale of assets, the issuance of new securities and the sale
of share capital control


     The debentures issued in June 2010 are subject to restrictive clauses that, when not
complied with, require the advance payment of these obligations, in whatever form, including: (i)
limit to the distribution of the Company’s profit and dividends, even if in the form of interest on
shareholders’ equity, with the exception of the mandatory minimum dividends stipulated in
Brazilian Corporate Law and the Company’s bylaws, unless authorized by the respective Financial
Institution; (ii) omission or failure to collect any taxes and other tax (fiscal) obligations on the due
dates by the Company; (iii) significant changes in share control in the Company, such as its
liquidation, dissolution, spin-off, merger, incorporation, sale, or reorganization of share capital
involving the Company, in a percentage of at least 10% (ten percent) of total consolidated assets,
without the prior approval of the financial institution contracted; (iv) other indicators and events,
which at the bank’s criteria, could characterize a reduction in the Company’s capacity to comply
with the obligations assumed. The Company should maintain a net-debt-to-adjusted-EBITDA ratio
of equal to or less than 3x (“times”) throughout the terms of the debentures, and this should be
measured on a quarterly basis based on the last twelve months (LTM), bearing in mind the
following: (i) Net financial Debt should represent the total balance of short and long-term loans and
financing (borrowings) held by the Issuer, including the debentures and any other securities or
issues representing debt, including the debts with affiliated companies and subsidiaries less the
values held in cash and cash equivalents; (ii) adjusted EBITDA should indicate the sum of net
income, net financial revenues (expenses), including any tax on financial transactions, the
provisions made for income tax and social contribution, profit (losses) resulting from the equity
method of accounting, depreciation and amortization expenses, costs of fleet renewal (residual
value), provisions for labor indemnity, doubtful debt, losses on investments and any other
provision made periodically by the issuer; (iii) on September 20, 2010, at a meeting of debenture
holders, the possibility of dividends and interest on shareholders’ equity being paid equivalent to
up to 50% (fifty percent) of net income was discussed, without the need prior approval from the
debenture holders, as long as the Company was not in default in relation to the obligations defined
in the second series of debentures. In the event of any non-payment, the distribution of dividends
and interest on shareholders’ equity will be limited to the minimum legal figure of 25% (twenty five
percent) of net income.


     The debentures issued in December 2010 are subject to restrictive clauses that require the
advance payment of these obligations, of which the following are the main issues: (i) failure to
comply with the financial Covenant to be verified every six months: Net Debt / adjusted EBITDA
should be lower or equal to 3 (three) times. For the effectiveness of this item the adjusted EBITDA
corresponds to EBITDA plus the residual book value of asset sales, and that does represent any
cash disbursement, as it is merely an accounting effect for the write down of assets; (ii)
transformation of the Issuer into a limited company; (iii) ) significant changes in share control in the
Company,      such as its liquidation, dissolution, spin-off, merger, incorporation, sale, or
reorganization of share capital involving the Company, without the prior approval of the debenture
holders at a general meeting called for this purpose; (iv) other indicators and events, which at the
bank’s criteria, could characterize a reduction in the Company’s capacity to comply with the
obligations assumed.


     g. limits for the utilization of the financing already contracted


     In relation to the contract signed on November 25, 2009, with the BNDES, in which the
Development Bank opened a line of credit for the Company of R$200 million, and of which the
Company drew down a total of R$95 million. The balance of this line stood at R$95.4 million as of
December 31, 2010, before being paid down in January 2011.


     h. significant alterations in items in the financial statements


     To provide the best means of comparison between the financial periods, the data related to
2009 was reclassified, with the reallocation of certain costs and expenses accounts, adopting the
same criteria as used in 2010.
    Comparison of operating results in the financial periods ending on December 31 2010
and December 31, 2009



                                                                          2009       AV        2010       AV        AH 09/10
                                                                          (in R$ million, except percentages)
        Balance Sheet
        Total Gross Revenue                                               1,650.7    111.7% 2,259.7       111.4%    36.9%
        Gross revenues from Services .............................1,501.8 101.6%               1.877.9    92.6%     25.0%
                                                               148.9
        Gross Revenues from Asset Sales............................                  10.1%     381.8      18.8%     156.4%
                                                             (172.9)
        ( - ) Deductions from revenue ...........................                    (11.7%)   (231.2)    (11.4%)   33.7%
        ( = ) Net revenue.................................................1,477.8 100.0%        2,.028.5 100.0%     37.3%
                                                                    1.328.8
        Net Revenues from Services .....................................             89.9%       1,653.6 81.5%      24.4%
                                                                  148.9
        Net Revenues from Asset Sales ................................               10.1%     374.8      18.5%     151.7%
                                                                          (1,239.3) (83.9%)
        ( - ) Total Costs ..................................................                    (1,673.4) (82.5%)   35.0%
                                                                         (1,096.0) (74.2%)
        Cost of Services ..................................................                     (1,379.8) (68.0%)   25.9%
                                                                     (143.3)
        Cost of Asset Sales .............................................             (9.7%)   (293.6)    (14.3%)   104.8%
                                                                       238.5
        ( = ) Gross Profit ................................................          16.1%     355.1      17.5%     48.9%
        ( - ) Operating Expenses before Financial
                                                                            (74.3)
        Result .................................................................      (6.2%)   (113.9)     (5.6%)   53.2%
                                                               (103.9)
        Selling and Administrative costs ..........................                   (7.0%)   (119.4)     (5.9%)   15.0%
                                                                       (1.8)
        Tax Expenses ......................................................           (0.1%)    (2.4)      (0.1%)   29.4%
                                                        31.4
        Other operating Revenues (Expenses) ................                          2.1%      7.9        0.4%     (74.8%)
                                                                    (75.0)
        ( +- ) Financial Result.........................................              (5.1%)   (100.3)     (4.9%)   33.8%
                                                                    (115.0)
        Financial Expenses .............................................              (7.8%)   (148.8)     (7.3%)   29.3%
                                                                   40.1
        Financial Revenues ............................................               2.7%     48.5        2.4%     21.0%
        ( = ) Pre-Tax Profit...............................               89.2        6.0%     140.9       6.9%     58.0%
        (      -      )      Provision             for   IT      and
        CS......................................                          (54.0)      (3.7%)   (28.1)      (1.4%)   (48.0%)
                                                               26.1
        ( +- ) Deferred Tax Credits/debits.........................                   1.8%     (19.8)      (1.0%)   (175.9%)
                                                                          61.2
        ( = ) Net Profit .....................................................        4.1%     93.0        4.6%     52.0%
        EBITDA                                                            233.5      15.8%     330.1      16.3%     41.4%
        EBITDA-A                                                          367.6      24.9%     553.0      27.3%     50.4%




Total Gross Revenue


        The gross revenue rose by R$609.0 million, or 36.9%, from R$1,650.7 million in 2009 to
R$2,259.7 million in 2010. This growth was largely due to the 25.0% increase in gross revenues
from Services, as well as the 156.4% increase in gross revenue from Asset Sales between the
two periods, as detailed below.
                                                The financial period ending December 31, 2010


                                                                     2009        AV (%)¹        2010          AV (%)¹       Var. %                R$
                                                                 (in R$ million, except percentages)
Total Gross Revenue                                                  1,650.7     100.0          2,259.7       100.0          36.9              609.0
Gross Revenues from Services ............... 1,501.8                              91.0          1,877.9        83.1          25.0              376.1
  Dedicated Services ................................. 742.9                      55.9          1,002.0        60.6          34.9              259.1
  Management and Outsourcing. ................ 322.9                              24.3        388.3            23.5          20.3               65.4
  Passenger Transportation ........................ 245.7                         18.5        251.1            15.2           2.2                5.4
  General Cargo Transportation .................. 158.8                           12.0        196.3            11.9          23.6               37.5
  Others .....................................................       31.4          2.4         40.2             2.4          27.9                8.8
Gross Revenues from the Sale of
Assets ........................................................ 148.9                  9.0    381.8             16.9        156.4              232.9


¹ The data highlighted in bold corresponds to the percentage in relation to total gross revenues, and the other figures shown refer to the
percentage in relation to the Net Revenues from Services.




Gross Revenue from Services


               The gross revenue from Services rose by R$376.1 million, or 25.0%, from
R$1,501.8 million in 2009 to R$1,877.9 in 2010. Dedicated Services and Management and
Outsourcing were the main contributors to this line of revenue, accounting for 74.0% of the total.
Considering only the same contracts existing in both the periods compared (Revenues from the
                                          5
Same Contracts – RSC ), the Company posted significant growth. The following table shows the
performance of gross revenues from services derived only from the increase in client activity using
the RSC concept.


                                                The financial period ending December 31, 2010


                                                                      2009                   2010                %                  R$
                                                                      (in R$ million, except percentages)
 Gross Revenues from Services (RSC) .....                                    1,466.5                1,708.6       16.5              242.0
 Dedicated Services .....................................                      724.3            901.1             24.4              177.8
 Management and Outsourcing ....................                               310.1            332.5                 7.2            22.5
 Passenger Transportation ...........................                          245.0            247.1                 0.9                2.1
 General Cargo Transportation .....................                            157.2            187.5             19.3               30.3
 Others ..........................................................              30.0                40.2          33.7               10.1




         Besides the 16.5% increase in gross revenue using the RSC criteria, the Company registered
an increase of R$169.3 million in new operations, of which R$55.7 million relates to new services




  5
      Includes revenues from the same services provided related only to existing contracts in both the years compared.
provided to pre-existing clients (cross selling) and R$113.6 million to operations with new clients.
The following table details the gross revenues from Services by business line:


         Dedicated Services


        The gross revenues from Dedicated Services increased R$259.4 million, or 34.9%,
        mainly due to the R$177.0 million contribution from the same contracts and R$100.7
        million from new operations. Of particular note was the annual growth of 32.9% in
        revenue from the auto sector, 41.8% from agribusiness clients, and 88.9% in consumer
        goods, contributing to the diversification of the Company’s revenues.


         Management and Outsourcing


        The gross revenue from Management and Outsourcing of Fleets/Equipment totaled
        R$388.3 million, an increase of R$65.4 million compared with 2009, or 20.3% growth,
        mainly due to the R$55.9 million contribution from new operations, largely from renting
        equipment to the sugar cane alcohol fuel production sector. It is worth emphasizing that
        the gross revenue from Management and Outsourcing would have been even higher in
        the period if not for the fact that revenue from asset sales in 3Q10, the booking of Assets
        Sales revenue, pursuant with CPC 06, at the present value of the payment flow of some
        equipment rental contracts, given that the same are based in this line of business.


        Passenger Transportation


        The Passenger Transport line of business is comprised of two divisions: Charter and Public
        Bus transport. The Revenue from Passenger Transport increased R$5.4 million, or 2.2%,
        compared with 2009, even with the discontinuation of 11 inter-municipal bus lines in Area 4
        of the metropolitan region of São Paulo in August 2010, which was compensated for by the
        4.2% increase in the average fare price, and the 7.5% increase in general charter rates.


        General Cargo Transportation


        The Revenue from the Transport of General Cargos increased by R$37.5 million, or
        23.6%, mainly due to the 14.0% increase in volume transported and the inclusion of new
        routes, as well as the higher average price charged. The RSC grew 19.3% in the period
        between 2009 and 2010.
Revenue from the Sale of Assets


                                         The financial period ending December 31, 2010


                                                          2009          AV (%)            2010          AV (%)             Var. %                 R$
                                                        (in R$ million, except percentages)
Gross Revenue from Asset Sales ............ 148.9                       100.0           381.8           100.0             156.4             232.9
Resale of services’ assets.....................          139.9           94.0           159.2            41.7              13.8               19.3
Sale of assets by Management ...................            9.0            6.0           80.7            21.1             796.7               71.7
Rental of Machinery and Equipment
(present value of installments – CPC 06) ...                   -              -         141.8            37.1                   -           141.8


           The Revenue from Asset Sales increased by R$232.9 million, or 156.4%, from R$148.9
million in 2009 to R$381.8 million in 2010. This increase was mainly due to the: (i) booking of
R$141.8 million related to the flow of receivables from some machinery and equipment rental
                                                                                                                                              6
contracts, in accordance with the new accounting pronouncements, in this case CPC 06 , which
determines the recognition of the sum of future installments in the present value, due to their
characteristics; and (ii) the R$71.7 million increase in Asset Sales from Management; and (iii) the
R$19.3 million increase in the usual reselling of operating assets.


           To support the consistent growth of its operations, the Company invested in expanding its
structure for the reselling of assets. Four new stores were opened in 2010, taking the total from 5
to 9 outlets by the end of the 2010 financial period, one of these being for light vehicles, with the
aim of maximizing the value from the sale of assets used to provide services.


Deductions from Gross Revenue


           Comprises of sales taxes, discounts given and returns, the deductions from gross
revenue rose by R$58.3 million, or 33.7%, from R$172.9 million in the financial period ending on
December 31, 2009, to R$231.2 million in the financial period ending on December 31, 2010. In
terms of total gross revenues, these deductions totaled 10.2% in this period, slightly lower than the
10.5% registered in 2009, mainly as a result of the higher dilution caused by rental operations in
3Q10, as recognized in accordance with CPC 06.




 6
   Guidance from the Accounting Pronouncements Committee that regulates leasing operations, and which determined the classification of capital
 lease agreements based on the extent that the inherent risks and benefits to the ownership of the asset leased remained with the leaser and not the
 lessee. Pursuant to CPC 06, a lease agreement is classified as financial if it transfers most of the risks and benefits inherent in their ownership. Given
 the conditions of the transaction, some asset rental contracts that JSL operates together with clients were booked in accordance with this
 pronouncement. As such, the flow of payments from these contracts was recognized at present value in the gross revenue from asset sales in 3Q10.
Net Revenue


              Net revenue increased by R$550.7 million, or 37.3%, from R$1,477.8 million in the
financial period ending on December 31, 2009, to R$2,028,5 million in the financial period ending
on December 31, 2010, due to the two main factors described previously in this section.


                                              The financial period ending December 31, 2010


                                                                 2009           AV (%)          2010        AV (%)             Var. %         R$
                                                              (in R$ million, except percentages)
Total Net Revenue..................................... 1,477.8                  100.0           2,028.5     100.0              37.3        550.7
Net Revenue from Services ........................ 1,328.8                       89.9           1,653.6       81.5             24.4        324.8
Net Revenue from Asset Sales ................... 148.9                           10.1          374.8          18.5            151.7        225.9




Costs


              Total costs increased by R$434.1 million, or 35.0%, from R$1,239.3 million in 2009 to
R$1,673.4 million in 2010, corresponding to 82.5% of Total Net Revenue, an improvement of
1.4 p.p. compared with 2009, mainly benefiting from the higher dilution resulting from more
asset sales during the year, particularly as a result of the rental contracts registered at present
value during 3Q10.


                                              The financial period ending December 31, 2010


                                                                        2009        AV (%)¹            2010          AV (%)¹      Var. %           R$
                                                                  (in R$ million, except percentages)
Total Costs                                                         (1,239.3)      100.0           (1,673.4)     100.0           35.0      (434.1)
Cost of Services ............................................. (1,096.0)            88.4           (1,379.8)         82.5        25.9      (283.8)
Payroll ............................................................. (382.3)       34.9          (492.3)            35.7        28.8      (110.0)
Independent Contractors / Third Parties ........... (213.8)                         19.5          (295.6)            21.4        38.3       (81.8)
Fuel and lubricants........................................... (141.3)              12.9          (146.4)            10.6          3.7       (5.1)
Parts/Tires/Maintenance .................................. (138.1)                  12.6          (164.5)            11.9        19.1       (26.4)
Depreciation..................................................... (66.4)                6.1        (84.2)             6.1        26.9       (17.8)
Others .............................................................. (154.2)       14.1          (196.8)            14.3        27.6       (42.6)
Cost of Asset Sales..........................                     (143.3)               11.6      (293.6)              17.5     104.8      (150.3)


¹ The data highlighted in bold corresponds to the percentage in relation to total cost, whereas the other data presented refers to the
percentage in relation to the cost of services.



Cost of Services


        The cost of services increased by R$283.8 million, or 25.9%, from R$1,096.0 million in 2009
to R$1,379.8 million in 2010. The cost of services accounted for 83.4% of the Net Revenue from
Services, a growth of 1.0 percentage point in year-on-year terms, mainly as a result of the higher
volume of new operations implemented during the period. These implementations took an
average of 90 days, and thus involved pre-operational costs, leading to a temporary reduction in
profitability, given that the startup of any revenue generation only occurs after this phase.


     Personnel/payroll


The Company’s payroll cost increased by R$110.0 million, or 28.8%, from R$382.3 million in 2009
to R$492.3 million in 2010, mainly as a result of the 13.0% increase in the average number of
employees involved directly in operations (from 11,630 to 13,200), principally due to the
implementation of new operations involving Dedicated Services, which were not fully captured as
revenue. Collective labor disputes demanding pay rises also affected costs during the year, as
salaries were increased by an average of 7.5%, and dismissal costs were higher at R$ 5.1 million,
mainly due to the discontinuation of 11 inter-municipal bus lines in August. In terms of Net
Services Revenue, the payroll cost accounted for 29.8% in the period, an increase of 1.0 p.p.
compared with 2009.


       Third parties and Independent Contractors


The costs with third parties and Independent Contractors increased by R$81.8 million, or 38.3%,
from R$213.8 million in 2009, to R$295.6 million in 2010, mainly as a result of the higher volume
of freight transported by Independent Contractors and third-parties, both in the segments of
Dedicated Services and General Cargos. In terms of Net Revenue from Services, this cost
corresponded to 17.9%, an increase of 1.8 p.p., reflecting the higher proportion of utilization of
Independent Contractors and third parties in the period.


       Fuels and Lubricants


The costs of fuels and lubricants rose R$5.1 million, or 3.7%, from R$141.3 million in 2009 to
R$146.4 million in 2010. In terms of Net Services Revenue, these costs corresponded to 8.9% of
the net Service revenue, a reduction of 1.8 p.p. compared with 2009. This reduction was largely
the result of the increased utilization of third parties and Independent Contractors in the period,
which bore their own costs, as well as a higher proportion of revenue coming from operations in
which the cost of fuel is carried by the clients, rising from 31.6% of total gross services revenue in
2009 to 37.1% in 2010.


       Parts, Tires and Maintenance


The costs of parts, tires and maintenance increased by R$26.4 million, or 19.1%, from
R$138.1 million in 2009 to R$164.5 million in 2010, in tandem with the increase in operations. In
relation to Net Revenue from services provided, these costs corresponded to 9.9% in 2010, a
reduction of 0.4 p.p. in relation to 2009, mainly due to the increased utilization of third parties and
Independent Contractors in the period, as previously mentioned.


             Depreciation


Depreciation costs increased R$17.8 million, or 26.9%, from R$66.4 million in 2009 to R$84.2
million in 2010, mainly due to the increase in volume of assets acquired to deal with the new
contracts signed in 2010, due mainly to adjustments to the rates, as well as a greater participation
of light vehicles in the fleet mix, which have higher depreciation rates than other vehicles.
In terms of Net Services Revenue, these costs were 5.1%, practically in line with the figure
registered in 2009.


             Other Costs


Other Costs increased by R$42.6 million, or 27.6%, from R$154.2 in 2009 to R$196.8 million in
2010. These costs were influenced by the Company’s own growth and accounted for 11.9% of
Net Services Revenue in 2010, 0.3 pp. higher than in 2009.


Selling Costs of Assets


The selling cost of assets increased by R$150.3 million, or 104.8%, from R$143.3 million in 2009
to R$293.6 million in 2010. This increase was mainly due to the recognition of costs
corresponding to the equipment rental contracts, pursuant to CPC 06, of R$69.4 million, the
increase in costs related to the sales of assets sold linked to fleet management contracts of
R$61.5 million, as well as the higher corresponding resale cost of assets in the period, which
totaled R$153.4 million.




                                             The financial period ending December 31, 2010


Cost of Assets Sold                                             2009        AV (%)        2010     AV (%)   Var. %    R$
                                                             (in R$ million, except percentages)
Resale of Assets used to provide
services .................................................... (134.1)        93.6        (153.4)    52.2     18.6     19.3
Sales of Management Assets....................                  (9.2)          6.4        (70.7)    24.1    668.5     61.5
Rental of Machinery and Equipment
(present value) ..........................................          -            -        (69.4)    23.6     100      69.4

Total ......................................................... (143.1)     100.0        (293.6)   100.0    104.8    150.3
Gross Profit


              As a result of the aforementioned factors, the gross result increased R$116.6 million, or
48.9%, from R$238.5 million in 2009 to R$355.1 million in 2010. The gross margin rose by 1.4
percentage point, from 16.1% in 2009 to 17.5% in December of 2010.


Operating Expenses associated with the Financial Result


              The following table shows the components of our operating Expenses before the
Financial Result, as well as the percentage and absolute variation of each component:


                                                The financial period ending December 31, 2010

                                                                     2009        AV (%)        2010     AV (%)   Var. %    R$
                                                                  (in R$ million, except percentages)
Selling and Administrative expenses ......... (103.9)                            139.8        (119.4)   104.8     15.0    15.5
Tax expenses ...........................................             (1.8)          2.4         (2.4)     2.1     29.4      0.6
Other Operating Revenues (expenses) .....                            31.4         (42.2)         7.9     (6.9)   (74.8)   (23.5)

Total .........................................................     (74.3)       100.0        (113.9)   100.0     53.2    39.6


              Operating expenses before the Financial Result increased by R$39.6 million, or 53.2%,
from R$74.3 million in 2009 to R$113.9 million in the financial period ending on December 31,
2010.


Administrative and Selling Expenses


              Administrative and selling expenses increased by R$15.5 million, or 15.0%, from R$103.9
million in 2009 to R$119.4 million in 2010, representing a dilution of 1.1 p.p in the same period in
terms de Total Revenue. The increase in administrative and selling expenses was mainly due to
(i) the R$3.8 million increase in spending on publicity and advertising, influenced by the
preparations to open new resale outlets for used assets; and (ii) the 30.3% increase in the
average number of employees involved directly in administrative and sales activities, both to
support the growth in business units as well as the larger structure of internal controls at the
Company, as well as more employees at used equipment stores; and collective wage increases in
the period, which averaged 7.5%.


Tax Expenses


              Tax expenses increased R$0.6 million, or 29.4%, from R$1.8 million in the financial period
ending on December 31, 2009 to R$2.4 million in the financial period ending on December 31,
2010. This increase was mainly due to the higher taxes in the period as a result of business
growth. In terms of Total net revenue, these expenses accounted for 0.1% in 2010, and were
stable in relation to 2009.


Other operating Revenues (Expenses)


              Other Operating Revenues (Expenses) posted a net revenue of R$7.9 million in 2010, a
decline of R$23.5 million compared with 2009, due to an increase in exepnses by R$15.3 million
related to adjustments to contingengy provisions in 2010 and the positive impact of R$15.2 million
in 2009, as a result of the reversal of a portion of interest and fines already booked for taxes that
were later transferred to the REFIS (Tax Recovery Program), implemented by the federal
government, which allowed for the payment of these debts in installments.


Financial Result
                                                The financial period ending December 31, 2010


                                                                     2009        AV (%)        2010     AV (%)   Var. %   R$
                                                                  (in R$ million, except percentages)
Financial Revenue ....................................               40.1         (53.3)        48.5    (48.4)    21.0     8.4
Financial Expenses ................................... (115.0)                   153.3        (148.8)   148.4     29.3    33.8

Total .........................................................     (75.0)       100.0        (100.3)   100.0     33.8    25.3




              The net financial result corresponded to a net financial expense (with financial revenue of
“less” than financial expenses) of R$100.3 million in 2010, a 33.8% increase compared with 2009,
chiefly due to the 25.6% increase in interest on loans and financing, combined with a 50.1%
growth in the gross debt between the periods.


Pre-tax Profit


              Pre-tax profit rose by R$51.7 million, or 57.9%, from R$89.2 million in the financial period
ending on December 31, 2009 to R$140.9 million in the financial period ending on December 31,
2010, as a result of the factors previously described in this section. As a percentage of Net
Revenue, the pre-tax result was 6.0% in the financial period ending on December 31, 2009
compared with 6.9% in the financial period ending on December 31, 2010.


Provision for Tax and Social Contribution


              The provision for income tax and social contribution and deferred tax credits fell R$25.9
million, from R$54.0 million in the financial period ending on December 31, 2009 to R$28.1 million
in the financial period ending on December 31, 2010.
Net Income


        Our net income came in at R$93.0 million in the financial period ending on December
31, 2010, representing an increase of 52.0% compared with the R$61.2 million registered in the
financial period ending on December 31, 2009, for the abovementioned reasons. Net margin in
the period came to 4.6%, up 0.4 p.p. from 2009.
Comparison of operating results in the financial periods ending on December 31, 2009
and December 31, 2008


The figures below relate to the 2009 and 2008 financial periods, and are shown as they were
published, in accordance with the accounting norms used during these respective periods.




                                                                              For the years ended December 31
                                                                                                                            AH
                                                                              2008*        AV        2009*      AV          09/08
                                                                              (in millions of R$, except for percentages)
            Income Statement
            Contibued operations
                                                                        1,390.9
            Service revenue ...................................................            94.1%     1.501.8    101.6%       8.0%
            Revenue from the sale of assets use to
                                                                                213.1
            provide service............................................................    14.4%      148.9     10.1%       (30.1%)
                                                                 (126.0)
            ( - ) Deductions from revenue ..............................                    (8.5%)   (172.9)    (11.7%) 37.2%
                                                                       1,478.0
            ( = ) Net revenue.................................................             100.0% 1.477.8       100.0%       0.0%
            ( - ) Cost from services and sale of assets
                                                                        (1,179.5)
            use to provide service ............................................            (79.8%) (1.175.6) (79.6%)        (0.3%)
                                                                         (997.3)
            Cost of services ...................................................           (67.5%) (1.059.7) (71.7%)         6.3%
            Cost from the sale of assets use to provide
                                                                              (182.2)
            service .................................................................      (12.3%) (115.9)       (7.8%)     (36.4%)
                                                                     298.5
            ( = ) Gross income .............................................               20.2%      302.2     20.4%        1.2%
                                                          (220.6)
            ( +/- ) Operating revenues and expenses .............                          (14.9%) (213.0)      (14.4%)     (3.4%)
                                                            (114.6)
            Selling and administrative expenses ...................                         (7.8%)   (139.2)     (9.4%)     21.5%
                                                                        (19.0)
            Tax expenses ......................................................             (1.3%)    (20.5)     (1.4%)      7.9%
                                                                      (88.6)
            Financial expenses ..............................................               (6.0%)   (108.3)     (7.3%)     22.2%
                                                                      30.0
            Financial revenues...............................................               2.0%       46.6      3.2%       55.3%
                                                           (28.4)
            Other operating revenue (expenses)....................                          (1.9%)      8.4      0.6%       (129.6%)
                                                                 77.9
            ( = ) Income before tax provisions .........................                    5.3%       89.2      6.0%       14.5%
            ( - ) Provision for income and social
                                                                               (30.7)
            contribution taxes .......................................................      (2.1%)    (54.0)     (3.7%)     75.9%
                                                                       6.3
            ( + ) Deferred tax assets ......................................                0.4%       26.0      1.8%       314.3%
            ( = ) Net income for the year from
                                                                 53.5
            continued investments ......................................                    3.6%       61.2      4.1%       14.4%
            Discontinued operations
            Net income for the year from discontinued
                                                                            4.4
            investments .........................................................           0.3%        1.7      0.1%       (61.4%)
                                                                 57.9
            ( = ) Net income for the year ..............................                    3.9%       62.9      4.3%        8.6%




*         Drawn up in accordance with the accounting practices adopted in Brazil and CVM norms, including the alterations introduced

by Laws nº 11,638/2007 and 11,941/2009.
Gross Revenue


                                            The financial period ending December 31

                                                          2008      AV (%)         2009       AV (%)      Var. %      R$
                                                        (in R$ million, except percentages)
Revenue services...................................... 1,390.9      100.0        1.501.8      100.0         8.0    110.9
  Services dedicated to the supply chain .... 672.5                  48.4         742.6        49.4       10.4      70.1
  Fleet Management and Outsourcing ........ 278.3                    20.0         323.2        21.5       16.1      44.9
  Passenger Transport ............................... 207.9          15.0         245.7        16.4       18.2      37.8
  Transport of General Cargos ................... 195.4              14.0         158.8        10.6       (18.7)   (36.6)
  Other Lines of Business ...........................     36.8         2.6         31.5         2.1       (14.4)    (5.3)
Revenue from the Sale of Assets ............. 213.1                          –    148.9               –   (30.1)   (64.2)



Revenue from services


       Our Revenue from Services increased by R$110.9 million, or 8.0%, from R$1,390.9 million in
the financial period ending on December 31, 2008, to R$1,501.8 million in the financial period
ending on December 31, 2009.


       The Revenue from Services Dedicated to the Supply Chain increased by R$70.1 million, or
10.4%, due to the startup of operations in the agricultural sector (specifically the alcohol fuel
producing segment), which contributed R$71.4 million to this result, although this was partially
compensated for by a drop in volumes transported for clients operating in the food and steel
sectors.


       The Revenue from Fleet Management and Outsourcing increased by R$44.9 million or
16.1%, mainly due to the R$39.8 million contribution from new fleet management contracts with
the public sector, the increase in private truck rental, which contributed R$2.3 million and the
19.0% uptick in the average rental price charged, although this was partially compensated for by
an 8.0% reduction in the number of vehicles available, particularly light vehicles.


       The Revenue from Passenger Transport increased by R$37.8 million, or 18.2%, mainly due
to the 22% increase in passenger traffic volume (equivalent to an additional 19.1 million
passengers transported). The increase in volume was largely due to the signing of a municipal
transport contract in the city of São José dos Campos, in the State of São Paulo.


       The Revenue from the Transport of General Cargos fell R$36.6 million, or 18.7%, mainly due
to a reduction in total volumes transported as a result of the decline in economic activity during
2009. The total volume transported in 2008 was 2.6 million tons compared with 2.1 million tons in
2009.
Revenue from the sale of assets


    Our Revenue from the Sale of Assets fell R$64.2 million, or by 30.1%, from R$213.1 million
in the financial year ending on December 31, 2008 to R$148.9 million in the financial year ending
on December 31, 2009. This decline was a result of not signing any new fleet management
contracts in the public sector, which was partially compensated for by a higher volume of used
operating asset sales (3,343 vehicles in the financial year ending on December 31, 2008,
compared with 3,679 in the financial year ending on December 31, 2009), resulting in the
maintenance of the fleet renewal policy combined with the growth seen over the past few years,
which has led to an annual increase in the volume of assets to be replaced.


Deductions from Revenue


    Deductions from Revenue rose by R$46.9 million, or 37.2%, from R$126.0 million in the
financial year ending on December 31, 2008, to R$172.9 million in the financial year ending on
December 31, 2009. This increase was largely due to: (i) the variation in the locations from which
sales were made, which affected the average ICMS rate (State VAT) paid on these sales (the
ICMS rate in Brazil varies according to the origin of the good s and services), and which was 2.5
percentage points higher; and (ii) the increase of R$21.0 million related to the cancellation of
reprocessed invoices, which were included in the provision for doubtful debt, and of which R$3.8
million related to the periods prior to 2009; (iii) the increase in Revenue for the Provision of
Services, which was 8.0% higher. The Deductions from Revenue accounted for 11.7% of Net
Revenue in 2009 and 8.5% in 2008.


Net Revenue


    Our Net Revenue remained practically stable, varying by R$0.2 million, or 0.1%, from
R$1,478.0 million in the financial year ending on December 31, 2008 to R$1,477.8 million in the
financial year ending on December 31, 2009, as a result of the aforementioned factors.
Cost of Services
                                                  The financial period ending December 31

                                                                       2008     AV (%)         2009    AV (%)       Var. %        R$
                                                                 (in R$ million, except percentages)
Cost of services ............................................... (997.3)       100.0       (1,059.7)   100.0         6.3     (62.4)
  Personnel...................................................... (312.5)       31.3       (379.6)      35.8       21.5      (67.1)
  With      Independent           Contractors         /Third
  Parties .......................................................... (230.6)    23.1       (213.6)      20.2        (7.4)    17.0
  Fuel and lubricants ........................................ (144.4)          14.5       (141.3)      13.3        (2.1)      3.1
  Parts/Tires/Maintenance ............................... (113.3)               11.4       (143.5)      13.5       26.7      (30.2)
  Depreciation .................................................. (68.5)         6.9        (65.9)       6.2        (3.8)      2.6
  Others ........................................................... (128.0)    12.8       (115.8)      10.9        (9.5)    12.2
Cost of assets sold........................................... (182.2)                 –   (115.9)             –   (36.4)    66.3




Cost


        The Cost of Services increased by R$62.4 million, or 6.3%, from R$997.3 million in the
financial year ending on December 31, 2008 to R$1,059.74 million in the financial year ending on
December 31, 2009.


        Payroll Costs increased by R$67.1 million, or 21.5%, from R$312.5 million in the financial
year ending on December 31, 2008 to R$379.6 million in the financial year ending on December
31, 2009, mainly as a result of:
               the 12.3% increase in the average monthly wage paid to employees (totaling 9,751, and
                rising to 10,967 when including the employees of Transportadora Grande ABC); and
               the salary readjustment for our employees: in May 2009 pursuant to a collective labor
                agreement, which averaged 6.2% for 10,650 employees, after the average increase of
                7.2% for 8,428 employees in 2008.


        The Costs with Independent Contractors/Third Parties fell by R$17.0 million, or 7.4%, from
R$230.6 million in the financial year ending on December 31, 2008 to R$213.6 million in the
financial year ending on December 31, 2009, mainly as a result of the lower volume of cargo
transported by Independent Contractors/Third Parties given the decline in economic activity in the
period.


        The Costs of Fuel and Lubricants fell R$3.1 million, or 2.1%, from R$144.4 million in the
financial year ending on December 31, 2008 to R$141.3 million in the financial year ending on
December 31, 2009. This decline was due to the reduction in average fuel prices of approximately
8% due, mainly, to the global economic crisis, combined with the approximate 6% increase in
consumption compared with 2008.
     The Costs of Parts, Tires and Maintenance increased R$30.2 million, or 26.7%, from
R$113.3 million in the financial year ending on December 31, 2008 to R$143.5 million in the
financial year ending on December 31, 2009. This increase was due, mainly, (i) the write down of
stock, made in 2009, which resulted in costs of R$11.5 million related to, mostly, the items
acquired in the previous year that, as a result, had twice the effect in the year-on-year
comparison; (ii) the 3.0% increase in kilometers driven compared with the previous period; and
(iii) the higher average age of the fleet.


     The Depreciation Costs fell by R$2.6 million, or 3.8%, from R$68.5 million in the financial
year ending on December 31, 2008 to R$65.9 million in the financial year ending on December
31, 2009, due to the reduction in average number of operating assets, of approximately 2.0%;
specifically in the category of assets related to mechanical horses and autos, although other
categories also experienced an increase.


      Other costs fell R$12.2 million, or 9.5%, from R$128.0 million in the financial year ending
on December 31, 2008 to R$115.8 million in the financial year ending on December 31, 2009,
mainly due to: (i) the R$9.6 million increase in expense on general insurance, equipment rental,
outsourced labor, expenses on the cleaning and maintenance of buildings; (ii) the R$22.8
million reduction related to adjustments in Law 11,638 made in in the financial year ending on
December 31, 2008, when these adjustments were booked pursuant to new accounting
legislation.


Cost of asset sales


     Our Cost of Asset Sales fell R$66.3 million, or 36.4%, from R$182.2 million in the financial
year ending on December 31, 2008 to R$115.9 million in the financial year ending on December
31, 2009. This reduction was largely due to the fact we sold fewer new assets to the public sector
in the segment of fleet management, which was partially compensated for by a higher volume of
used operating asset sales. This fact is a result of the maintenance of a fleet renewal policy
combined with the growth we have undergone in the past few years, which has led to an annual
increase in the volume of assets to be renewed.


Gross Result


     As a result of the abovementioned factors, our Gross Result increased by R$3.7 million in
2009, or 1.2%, from R$298.5 million in the financial year ending on December 31, 2008 to
R$302.2 million in the financial year ending on December 31, 2009.


     As a percentage of our Net Revenue, the Gross Result remained virtually unchanged, rising
from 20.2% in the financial year ending on December 31, 2008 to 20.4% in the financial year
ending on December 31, 2009.
Operating Expenses and Revenues


         The following table shows the components of our Operating Expenses and Revenues for the
periods indicated, as well as the percentage and absolute variation in each:


                                                      The financial period ending December 31


                                                                    2008       AV (%)        2009       AV (%)   Var. %     R$
                                                                  (in R$ million, except percentages)
Administrative and Sales Expenses ..........                       (114.6)      51.9       (139.2)       65.4     21.5     (24.6)
Tax Expenses ...........................................            (19.0)       8.6         (20.5)       9.6       7.9     (1.5)
Financial Expenses ...................................              (88.6)      40.2       (108.3)       50.8     22.2     (19.7)
Financial Revenues ..................................                30.0      (13.6)        46.6       (21.9)    55.3     16.6
Other Operating Revenues (expenses) .....                           (28.4)      12.9           8.4       (3.9)   (129.6)   36.8

Total .........................................................    (220.6)     100.0       (213.0)      100.0      (3.4)     7.6




         Our Operating Expenses fell by R$7.6 million, or 3.4%, from R$220.6 million in the financial
year ending on December 31, 2008 to R$213.0 million in the financial year ending on December
31, 2009.


         Our Administrative and Sales Expenses increased by R$24.6 million, or 21.5%, from
R$114.6 million in the financial year ending on December 31, 2008 to R$139.2 million in the
financial year ending on December 31, 2009, mainly as a result of:
                       the R$6.4 million increase in rental costs, due to the monetary correction of the
                        existing rental installments and, mainly, the renting of new buildings in 2009.
                       the R$8.4 million increase in payroll expenses mainly due to the 8.5% increase in
                        average number of employees (an average of 444 employees in 2008 to 482
                        employees in 2009) and a salary readjustment of approximately 7%.
                       the R$2.3 million increase in the provision for doubtful debt; and
                       the R$2.0 million increase in expenses such as water, electricity and telephone.


         Tax expenses increased by R$1.5 million, or 7.9%, from R$19.0 million in the financial year
ending on December 31, 2008 to R$20.5 million in the financial year ending on December 31,
2009. This increase was largely due to the additional R$3.0 million of IOF paid as a result of the
financial resources raised in March 2009 combined with the R$2.3 million reduction in provisions
for tax contingencies.


         Financial Expenses increased by R$19.7 million, or 22.2%, from R$88.6 million in 2008 to
R$108.3 million in 2009, mainly as a result of the increase in gross debt in the periods.
     Financial Revenues increased by R$16.6 million, or 55.3%, from R$30.0 million in the
financial year ending on December 31, 2008 to R$46.6 million in the financial year ending on
December 31, 2009, as a result of: (i) the positive impact of R$12.4 million from the changes
made to Law 11,638, to bring in line client receivables and taxes payable; (ii) the positive impact of
R$10.0 million related to the reversal of interest and fines already booked as taxes and now
included in the tax installment recovery program – REFIS IV; (iii) the R$6.7 million reduction in
revenue from financial applications, as a result of an average balance of 44.5% lower.


     Other Operating Revenues (Expenses) increased by R$36.8 million, or 129.6%, from an
outstanding payable amount of R$28.4 million in the financial year ending on December 31, 2008 to
a credit position of R$8.4 million in the financial year ending on December 31, 2009. The increase
was mainly due to: (i) the reversal of R$22.2 million Provision for Investment Losses, due to the
improvement in Net Equity at the subsidiary; Transportadora Grande ABC, (ii) the reversal of expenses
totaling R$9.3 million, essentially due to the gains resulting from the Company’s adherence to REFIS
(Law 11,941/07).


Pre-Tax Result


     Our Pre-Tax Provision Result increased by R$11.3 million, or 14.5%, from R$77.9 million in
2008 to R$89.2 million in 2009. As a percentage of Net Revenue, the pre-tax result rose from
5.3% in the financial year ending on December 31, 2008 to 6.0% in the financial year ending on
December 31, 2009.


Provision for Income tax and Social Contribution and Deferred Tax Credits


     Our Provision for Income Tax and Social Contribution and Deferred Tax Credits increased by
R$3.6 million, from R$24.4 million in 2008 to R$28.0 million in 2009, mainly due to the volume of
deferred tax credits in 2008.


Net Income in the period from ongoing investments


     Our Net Profit was R$61.2 million in 2009, compared with R$53.5 million in 2008, for the
abovementioned reasons.
Discussion and Analysis of our Balance Sheet
Comparison of the main equity accounts as of December 31, 2009 and December 31,
2010


The following data related to the 2010 and 2009 financial years was drawn up in accordance with IFRS
norms.


                                                                                                             AH
                                                                      2009      AV         2010      AV      09/10
                                                                      (in R$ million, except percentages)
            Current Assets
            Cash and cash equivalents ...............                 110.9      5.8%      476.2     16.3%   329.4%
            Accounts receivables ........................             231.1     12.2%      344.5     11.8%   49.1%
            Inventory ...........................................      12.7      0.7%       12.5      0.4%   (1.6%)
            Goods available for sale (renewal of
            stock) / Assets from discontinued
            operations .........................................       23.7      1.2%       31.2      1.1%   31.6%
            Tax credits ........................................       45.7      2.4%       49.8      1.7%   9.0%
            Other credits .....................................        54.5      2.9%       25.2      0.9%   (53.8%)
            Expenses in the following year ..........                  10.2      0.5%         6.7     0.2%   (34.3%)
            Total current assets ........................             488.8     25.7%      946.4     32.3%   93.6%
            Non-current assets
            Long-term assets ..............................
            Open Market securities .....................                 27.0    1.4%       12.0      0.4%   (55.6%)
            Receivables ......................................          9.7      0.5%      145.7      5.0%   n.a.
            Tax credits ........................................        9.8      0.5%       26.8      0.9%   173.5%
            Judicial Deposits ...............................          10.8      0.6%       18.8      0.6%   74.1%
            Deferred        Income        tax and          Social
            Contribution.......................................        45.5      2.4%       51.7      1.8%   13.4%
            Related Parties..................................          59.3      3.1%       0.16      0.0%   (99.7%)
            Other credits .....................................           4.1    0.2%         8.9     0.3%   117.1%


            Investment ........................................         0.1      0.0%          1.6    0.1%   n.a
            Fixed .................................................   1,119.2 58.9%         1,590.7 54.3%    42.1%
            Intangibles.........................................      125.4      6.6%      125.6      4.3%   0.2%
            Total non-current assets.................                 1,411.0 74.3%         1,982.1 67.7%    40.5%

            Total assets .....................................        1,899.9 100.0%        2,928.5 100.0%   54.1%
                                                                                                             AH
                                                                2009      AV         2010       AV           09/10
                                                                (in R$ million, except percentages)
            Current liabilities
            Loans and financing ......................          246.1     13.0%       223.5           7.6%        (9.2%)
            Debentures ...................................       44.9       2.4%       20.5           0.7%    (54.3%)
            Leasing payables ..........................         103.2       5.4%      128.6           4.4%        24.6%
            Suppliers .......................................    50.7       2.7%       54.4           1.9%         7.3%
            Labor Obligations ..........................         50.3       2.6%       71.0           2.4%        41.1%
            Tax Obligations .............................        26.3       1.4%       33.9           1.2%        28.9%
            Receivables accounts payable ......                 115.6       6.1%       95.3           3.3%    (17.6%)
            Related Parties..............................          0.8      0.0%        0.7           0.0%    (12.5%)
            Income tax and social contribution
            payable .........................................      1.9      0.1%       12.7           0.4%     568.4%
            Total current liabilities ................          640.1     33.7%       640.9       21.9%            0.1%
            Non-current liabilities
            Loans and financing ......................          565.4     29.8%       735.8       25.1%           30.1%
            Debentures ...................................       33.7       1.8%      345.8       11.8%        926.1%
            Capital leasing payable .................            43.3       2.3%      101.5           3.5%     134.4%
            Tax Obligations .............................        46.9       2.5%       44.2           1.5%        (5.8%)
            Provision for contingencies............              21.6       1.1%       33.2           1.1%        53.7%
            Deferred Income tax and social
            contribution ...................................    161.8       8.5%      194.0           6.6%        19.9%
            Accounts payables and advances .                     27.0       1.4%       19.7           0.7%    (27.0%)
            Total non-current liabilities.........              899.8     47.4%       1,474.4     50.3%           63.9%


            Shareholders’ Equity ..................
            Share Capital ................................      139.1       7.3%      601.2       20.5%        332.2%
            Equity Valuation ............................       136.5       7.2%       103.5          3.5%    (24.2%)
            Profit Reserve ...............................       84.4       4.4%      108.4           3.7%        28.4%
            Total shareholders’ equity ..........               360.0     18.9%       813.2       27.8%        125.9%



            Non-controlling shareholders                         0.04       0.0%       0.06           0.0%        37.5%


            Total              liabilities              and
            shareholders’ equity ...................            1,899.9 100.0%        2,928.5    100.0%           54.1%




Assets


         On December 31, 2010, total assets increased by R$1,028.6 million, equivalent to 54.1%,
from R$1,899.9 million on December 31, 2009 to R$2,928.5 million on December 31, 2010.
Cash and cash equivalents and open-market securities (short and long term)


         Our available cash and financial applications increased by R$350.3 million, or 254.1%,
from R$137.9 million on December 31, 2009 to R$488.2 million, on December 31, 2010. This
increase was mainly due to the resources raised at the IPO in April of 2010, which totaled a net
R$461.6 million. In addition, in December 2010, the Company issued its third series of
debentures, which raised R$250.0 million.


Receivables (short and long term)


         Accounts receivables increased by R$249.3 million, or 103.5%, from R$240.9 million on
December 31, 2009 to R$490.2 million on December 31, 2010, mainly due to the accounting
effects of booking the present value of rental installments due on machinery and equipment
totaling R$132.4 million, pursuant to CPC06, that regulates capital leasing operations. The
impact on receivables from the term sale of assets, related to sales operations with
management, up by R$63.5 million in period also influenced accounts receivable.


Inventory


         The inventory accounts decreased by R$0.2 million, or 1.6%, from R$12.7 million on
December 31, 2009 to R$12.5 million on December 31, 2010.


Tax credits (short and long term)


         Tax credits increased by R$21.0 million, or 37.8%, from R$55.6 million on December 31,
2009, to R$76.6 million on December 31, 2010, mainly due to the R$19.8 million increase in ICMS
to collect.


Other credit (short and long term)


         Other credits fell by R$24.4 million, or 41.6%, from R$58.6 million on December 31, 2009
to R$34.2 million on December 31, 2010, mainly due to the reduction in the corresponding
balance between the values maintained by the Consórcio Metropolitano de Transportes (urban
passenger transport) in the financial year of its operating activity.


Prepaid expenses


         Prepaid expenses for the following year fell by R$3.5 million, from R$10.2 million on
December 31, 2009 to R$6.7 million on December 31, 2010, mainly due to the reduction in the
balance of operating leases with Ribeira Imóveis Ltda. as a result of a contract signed on August
31, 2009, related to rental expense.


Goods available for sale (fleet renewal)/discontinued operating assets


        Goods available for sale and discontinued operating assets, increased by R$7.5 million,
or 31.6%, from R$23.7 million in 2009, to R$31.2 million in 2010.
In relation to fleet renewal, the Company sells assets (vehicles and machinery), which, pursuant to
CPC 31 (IFRS 5), are classified under this item and booked as fixed assets and available for
short-term sale. The values are presented at the lowest value between the residual cost, which is
the result of the acquisition value less the accumulated depreciation to the date of the financial
statements, and the fair value deducting the selling costs. These assets are available for
immediate sale in their existing conditions and, under these circumstances, their sale, in a period
of less than a year, is highly likely. This change in classification criteria is in accordance with the
modifications imposed by the adoption of the new accounting pronouncements in 2010, although
not altering the nature of the asset sale operation (as fixed assets) for fiscal purposes.
In relation to discontinued operations, the Company announced the decision of its Board to
discontinue the companies, Original Veículos Ltda., Avante Veículos Ltda., Ponto Veículos Ltda.
and Corretora e Administradora de Seguros Vintage Ltda. as being in an operating segment
designated to present information separately, and not as part of the Company’s operations. On
January 1, 2009, the companies discontinued were classified in the investment line of assets and
provisioned for loss in liabilities as a result of having negative net equity values.


Related Parties


        The accounts receivables from related parties were practically zeroed after the Company
went public in April 2010, falling from R$59.3 million on December 31, 2009, to R$0.02 million on
December 31, 2010.


Fixed assets


        Fixed assets increased by R$471.7 million, or 42.1%, from R$1,119.2 million on
December 31, 2009 to R$1,590.7 million on December 31, 2010, mainly due to the larger base of
operating assets related the Company’s business expansion.


Intangible assets


        Intangible assets remained practically stable, rising from R$125.4 million on December
31, 2009, to R$125.6 million on December 31, 2010.
Liabilities


Loans and financings (short and long term)


         The Company’s loans and financings increased R$147.8 million or 18.2%, from R$811.5
million on December 31, 2009 to R$959.4 million on December 31, 2010, mainly due to the
financing taken out for investment in vehicles and equipment (Finame), the balance of which rose
from R$236.6 million in 2009, to R$590.2 million in 2010, linked to the expansion in operations.


Debentures (short and long term)


         The balance of debentures increased by R$287.7 million, or 366%, from R$78.6 million
on December 31, 2009, to R$366.3 million on December 31, 2010, as a result of the issuance in
June 2010, of R$120.0 million simple non-convertible debentures with a firm guarantee (pledge),
and the issuance in December 2010, of R$250.0 million fully guaranteed simple non-convertible
debentures. The debentures issue allowed for an extension in the average term of the Company’s
debt profile, in addition to financing its cash, thus providing liquidity. The issue of debentures
allowed the extension of the Company’s average debt term, in addition to financing cash,
providing liquidity.


Capital leasing (short and long term)


         The Company’s leasing obligations increased by R$83.5 million or 57,0%, from R$146.5
million on December 31, 2009 to R$230.1 million on December 31, 2010, due to the increase in
number of lease contracts related to the acquisition of light vehicles for the Company’s operating
activities.


Suppliers


         The suppliers remained practically stable, rising by R$3.8 million or 7.5%, from R$50.7
million on December 31, 2009 to R$54.5 million on December 31, 2010.


Labor Obligations


         The Company’s labor obligations increased by R$20.7 million or 41.1%, from R$50.3 million
on December 31, 2009 to R$71.0 million on December 31, 2010, mainly due to the charges linked to
the increase in headcount at the Company.
Tax Obligations (short and long term)


        Tax obligations increased by R$4.9 million or 6.7%, from R$73.2 million on
December 31, 2009 to R$78.1 million on December 31, 2010, mainly due to higher payments
of PIS, COFINS and ISS.


Accounts payable and advances to clients (short and long term)


        Accounts payable and advances to clients fell by R$27.6 million or 19.3%, from R$132.0
million on December 31, 2009 to R$142.6 million on December 31, 2010, mainly as a result of the
lower dividends to pay, and the corresponding balances with the values maintained by Consórcio
Metropolitano de Transportes (urban passenger transport), to carry out its operational activities.


Provision for contingencies


        The provisions for contingencies increased by R$11.7 million or 54.2%, from R$21,6
million on December 31, 2009 to R$33.3 million on December 31, 2010, basically due to the
increase in labor provisions, which rose from R$14.2 million in 2009, to R$25.6 million in 2010.




Shareholders’ Equity


        Net shareholders’ equity more than doubled, from R$360.0 million on December 31, 2009
to R$813.2 million on December 31, 2010, mainly due to the Company’s listing in April 2010.


Other equity accounts


        The equity accounts not discussed above did not vary significantly when comparing the
balances on December 31, 2009 and on December 31, 2010.
Comparison of balance sheets on December 31, 2008 and on December 31 2009


                                                                                                               AH
                                                                      2008*       AV       2009*       AV      09/08
                                                                      (in R$ million, except percentages)
                Current Assets
                Cash and cash equivalents................ 23.3                    1.4%      26.6       1.4%    14.2%
                Open-market securities ..................... 56.8                 3.3%      84.3       4.5%    48.4%
                Receivables....................................... 187.7          11.1%    231.1       12.3%   23.1%
                Inventory ........................................... 16.6        1.0%      12.7       0.7%    (23.5%)
                Tax credits......................................... 24.8         1.5%      45.7       2.4%    84.3%
                Deferred tax credits ........................... 21.3             1.3%      11.4       0.6%    (46.5%)
                Other credits...................................... 18.0          1.1%      54.6       2.9%    203.3%
                Prepaid expenses..............................          1.2       0.1%      10.2       0.5%    750.0%
                Total current assets ........................ 349.7               20.6%    476.6       25.3%   36.3%
                Non-current assets
                Long-term assets...............................
                Open-market securities .....................                  –   0.0%      27.0       1.4%            –
                Receivables....................................... 33.7           2.0%       9.8       0.5%    (70.9%)
                Tax credits......................................... 14.3         0.8%       9.9       0.5%    (30.8%)
                Deferred tax credits ........................... 12.4             0.7%      34.2       1.8%    175.8%
                Related Parties .................................. 40.9           2.4%      59.3       3.2%    45.0%
                Other credits......................................           –   0.0%       4.1       0.2%            –
                Investment            in       discontinued
                operations                                             57.6       3.4%             –   0.0%            –
                Total long-term assets ....................... 158.9              9.4%     144.3       7.7%    (9.2%)


                Investment.........................................     0.2       0.0%             –   0.0%    (100%)
                Fixed ................................................. 1,068.3 63.0%       1,138.0 60.5%      6.5%
                Intangible .......................................... 118.5       7.0%     123.2       6.5%    4.0%
                Total .................................................. 1,187.0 70.0%      1,261.2 67.0%      6.3%
                Total non-current assets ................. 1,345.9 79.4%                    1,405.5 74.7%      4.4%

                Total assets ..................................... 1,695.6 100.0%           1,882.1 100.0%     11.0%




*         Prepared in accordance with the accounting practices adopted in Brazil and CVM norms, including the alterations introduced

by Laws nº 11,638/2007 and 11,941/2009.
                                                                                                                     AH
                                                                       2008*     AV         2009*        AV          08/09
                                                                       (in R$ million, except percentages)
                 Current liabilities
                 Borrowings ....................................
                                                                       321.2     18.9%      291.1         15.5%        (9.4%)
                 Leasing payables ..........................
                                                                       129.1       7.6%     103.2             5.5% (20.1%)
                 Suppliers .......................................
                                                                        52.8       3.1%       50.7            2.7%     (4.0%)
                 Labor Obligations ..........................
                                                                        63.3       3.7%       60.9            3.2%     (3.8%)
                 Tax Obligations .............................
                                                                        36.5       2.2%       26.4            1.4% (27.7%)
                 Accounts payable and advances
                 to clients ........................................
                                                                        63.1       3.7%     105.0             5.6%        66.4%
                 Related Parties ..............................
                                                                          1.5      0.1%        0.8            0.0% (46.7%)
                 Provision for investment losses
                 from discontinued operations .........
                                                                         3.0       0.2%          -            0.0% (100.0%)
                 Tax Provisions ...............................         28.4       1.7%       41.8            2.2%    47.2%
                 Total current liabilities ................
                                                                       698.9     41.2%      679.9         36.1%        (2.7%)
                 Non-current liabilities
                 Borrowings ....................................
                                                                       370.8     21.9%      599.1         31.8%           61.6%
                 Leasing payables ..........................
                                                                        90.3       5.3%       43.3            2.3% (52.0%)
                 Tax Obligations .............................
                                                                        47.4       2.8%       47.0            2.5%     (0.8%)
                 Provisions for contingencies ..........
                                                                        21.4       1.3%       10.7            0.6% (50.0%)
                 Tax Provisions ...............................
                                                                        85.1       5.0%     119.6             6.4%        40.5%
                 Accounts payable and advances
                 to clients ........................................    17.3       1.0%       27.1            1.4%        56.6%
                 Total non-current liabilities .........
                                                                       632.3     37.3%      846.8         45.0%        33.9%
                 Minority participations ....................
                                                                          0.1      0.0%          -            0.0% (100.0%)
                 Shareholders’ equity ......................
                                                                       364.3     21.5%      355.4         18.9%        (2.4%)
                 Share Capital ................................
                                                                       196.1     11.6%      139.2             7.4% (29.0%)
                 Reassessment reserve ..................
                                                                            -      0.0%              –     0.0%
                 Profit Reserve................................ 168.2              9.9%     216.2         11.5%           28.5%
                 Total                        liabilities
                 and shareholders’ equity ............ 1,695.6 100.0%                       1,882.1      100.0%        11.0%


*         Prepared in accordance with the accounting practices adopted in Brazil and CVM norms, including the alterations introduced

by Laws nº 11,638/2007 and 11,941/2009.




Assets


          Total assets on December 31, 2009, increased by R$186.5 million, equivalent to 11.0%,
from R$1,695.6 million on December 31, 2008 to R$1,882.1 million on December 31, 2009.
Cash and cash equivalents and open Market securities (short and long term). Our cash and cash
equivalents increased by R$57.8 million, or 72.2 %, from R$80.1 million on December 31, 2008 to
R$137.9 million, on December 31, 2009. The final balance of our cash and cash equivalents is a
result of the generation of operating cash flow, combined with payments for financing activities
and complying with our obligations to distribute profit. A total of R$27.0 million was reclassified
from current to non-current related to applications linked to contracts and borrowings.
Accounts Receivables (short and long term)


          Accounts receivables totaled R$19.5 million, or an increase of 8.8%, from R$221.4 million
on December 31, 2008 to R$240.9 million on December 31, 2009, due to the increase in revenues
from services and renewals and asset sales.


Inventory. The level of inventories fell by R$3.9 million, or 23.5% from R$16.6 million on
December 31, 2008 to R$12.7 million on December 31, 2009, due to the reduction in stock of
materials for use and consumption as a result of the Company’s policy to lower its inventory
levels.


Tax credits (short and long term)


          Tax credits increased by R$16.5 million, or 42.2%, from R$39.1 million on December 31,
2008, to R$55.6 million on December 31, 2009, mainly due to the increase in individual income
tax and social contribution on net profit to be reimbursed.


          Deferred tax credits (short and long term). Deferred tax credits increased by R$11.9
million, or 35.3%, from R$33.7 million on December 31, 2008 to R$45.6 million on December 31,
2009, due to the recognition of income tax and social contribution credits on fiscal losses in 2009.


Other credits (short and long term)


          The other credit line increased by R$40.7 million, or 226.1%, from R$18.0 million on
December 31, 2008 to R$58.7 million on December 31 2009 as a result of the increase in
advances to suppliers and credit receivables from public transport services rendered (Consórcio
Metropolitano de Transporte).


Prepaid expenses.


          Prepaid expenses increased by R$9.1 million, from R$1.1 million on December 31, 2008
to R$10.2 million on December 31, 2009, mainly as a result of the rental payments in advance
made by a related party in 2009.


Related Parties


          Accounts receivables from related parties increased by R$18.4 million, or 45.0%, from
R$40.9 million on December 31, 2008 to R$59.3 million on December 31, 2009, due to the R$13.4
million decline related to a loan transformation into advance rental expenses, compensated for by
the increase in loans to affiliates of R$26.5 million.
Investment in discontinued operations


        The investments in discontinued operations fell R$57.6 million, to a zero balance on
December 31, 2009.




Net Fixed Assets


        Net fixed assets increased by R$69.7 million, or 6,5%, from R$1,068.3 million on
December 31, 2008 to R$1,138.0 million on December 31, 2009, mainly due the following
combination of factors:


         R$43.4 million increase in the fleet of vehicles;
         R$18.3 million increase mainly in constructions underway associated with the building
          of a railway terminal in Itaquaquecetuba and a garage in Unileste – Poá;
         R$44.1 million increase in machinery, equipment and tools; and
         the R$37.1 million reduction in depreciation of fixed assets.
          Intangibles. Intangible assets increased by R$4.7 million, or 4.0%, from R$118.5 million
          on December 2008, to R$123.2 million on December 31, 2009, as a result of the
          combination of the following factors:
         increase in the premium (goodwill) for Transportadora Grande ABC of R$5.1 million;
          and
         reduction of R$0.1 million in the amortization of public concession rights.


Liabilities


        Borrowings (short and long term). Loan and financings (borrowings) increased by
R$198.2 million or 28.6%, from R$692.0 million on December 31, 2008 to R$890.2 million on
December 31, 2009, as a result of the increase in lines of working capital to extend the profile of
debt taken out for investment made in the acquisition of fixed assets.


Leasing payable (short and long term)


        The obligations assumed with leasing operations fell R$72.9 million or 33.2%, from
R$219.4 million on December 31, 2008 to R$146.5 million on December 31, 2009 due to the
reduction in volume of new leasing operations and the payments of the installments on existing
lease financing.
Suppliers


           This item fell by R$2.1 million or 4,0%, from R$52.8 million on December 31, 2008 to
R$50.7 million on December 31, 2009, as a result of the advances made to suppliers.
Labor Obligations. The amount of labor obligations fell by R$2.4 million or 3.8%, from R$63.3 million
on December 31, 2008 to R$60.9 million on December 31, 2009, mainly due to the reduction in
INSS payable after the migration to the tax recovery program – REFIS IV.


Tax Obligations (short and long term)


           The volume of tax obligations fell by R$10.5 million or 12.5%, from R$83.9 million
on December 31, 2008 to R$73.4 million on December 31, 2009, due to the lower debt level
after migration to the tax recovery program – REFIS IV.


           Accounts payable and advances to clients (short and long term). Accounts receivables
and advances to clients increased by R$51.7 million or 64.3%, from R$80.4 million on December
31, 2008 to R$132.1 million on December 31, 2009, as a result of the increase in values received
in advance from clients to supply vehicles and fleet renewals combined with the increase in
number of Independent Contractors and Third Parties, which implied an increase in freight
accounts payables.


           Provision for investment losses in discontinued operations. The provision for investment
losses in discontinued operations fell by R$3.0 million, due to the reversal of negative net equity in
Avante, having not presented a balance on December 31, 2009.


           Tax Provisions (short and long term).The tax provisions made increased by R$47.9 million
or 42.2%, from R$113.5 million on December 31 2008 to R$161.4 million on December 31 2009,
mainly due to the deferred tax resulting from the changes made to Law 11,638/07.


           Provision for contingencies. The provisions for contingencies fell by R$10.7 million or
50.0%, from R$21.4 million on December 31, 2008 to R$10.7 million on December 31, as a
result of the Company migrating tax contingencies to REFIS IV in 2009.


Shareholders’ Equity


           Shareholders’ equity fell by R$8.2 million or 2.8% from R$364.3 million on December 31,
2008 to R$355.4 million on December 31, 2009, mainly due to the reduction in capital through the
transfer to shareholders in investments in the companies: Original, Avante, Ponto Veículos and
Vintage of R$56.9 million, partially compensated for by the profit posted in the period of R$62.9
million.
Other equity accounts
        The equity accounts not discussed above did not show any significant variations in their
balances when comparing the figures on December 31, 2008 and on December 31, 2009.




10.2. Our Executive Officers’ comments on:


a.   results of our operations


     i. description of any relevant revenue component


     Gross Revenue


        Gross Revenue from Services


          Services Dedicated to the Supply Chain. Our revenue from Dedicated Services varies
     according to the number of employees and/or machines allocated, period of time in which the
     area was made available for storage, handled and/or transported cargo volume, plus the
     cargo volume (e.g.: m³) and/or weight, transportation distance and, in some cases, the
     number of trips.


          Management and Outsourcing of Fleets/Equipment. Our revenue from Management
     and Outsourcing varies according to the number of vehicles and tariff charged by vehicle
     made available. It also includes services such as the management of the size of fleets and
     additional services (drivers, maintenance, replacement of vehicle and equipment, and
     guarantee of availability), which are taken into consideration when negotiating the price for
     the contract.


          Passenger Transportation. Our revenue from Passenger Transportation varies
     according to the number of passengers transported and the tariff charged by passenger, in
     the case of bus lines for public transport. In regard to charter services for companies, the
     number of assets and professionals allocated to the operation and the transportation distance
     are taken into consideration.


          General Cargo. Our revenue from General Cargo Transportation varies according to the
     transported cargo volume and weight, as well as the transportation distance and, in some
     cases, the number of trips made.


        Gross Revenue from the Sale of Assets


          Our gross revenue from the sale of assets breaks down as follows:
          Sale of Assets used in the provision of services. We recognize as revenue from the
     resale of assets used in the provision of services, the sale of light, utility and heavy vehicles,
     machinery and equipment, no longer in operation and put for sale at the state they are in, and
     which were used in the provision of our services.


          Sale of Assets with Management. We recognize as revenue from the Sale of Assets
     with Management the sale of light, utility and heavy vehicles, all new and customized for our
     clients in accordance with the terms set forth in our fleet management contracts. This
     revenue is generated in the beginning of the management contract with the sale of vehicles
     to clients, whose term of settlement corresponds to the period of the service provision. Sale
     of Assets with Management is usually used for the public sector and, given its volume, it
     tends to have a significant impact on the revenue for each period.


          Machinery and Equipment Rental (present value).
          We record in this line the amounts of lease agreements of machinery and equipment
     classified as sale, pursuant to CPC 06. Revenue is recognized as the risks and benefits
     inherent in the property of the leased asset are transferred to the lessee. The payment flow of
     these agreements is recognized at fair value or present value, whichever is lower.


          Light and utility vehicle fleets are usually renewed between two and three years. In
     general, trucks and truck-tractors are renewed every five years, while machinery and
     equipment are renewed every seven years and, as of 2010, these terms are shortened to 3
     and 5 years, respectively.


     Net Revenue


          Net Revenue is composed of net revenue from Services and net revenue from the Sale
     of Assets excluding sales taxes, discounts and returns.


     ii. factors materially affecting the operating results


          The main factors that affected the operating results are: (i) the R$376.1 million increase
     in gross revenue from services in 2010 in relation to 2009; and (ii) the R$232.9 million
     increase in revenue from sale of assets used to provide services in 2010 in relation to 2009.
     For more information, see item “10.1 h” of this Reference Form.




b.   revenue variations attributable to changes in prices, exchange rates, inflation, changes in
     volumes, and introduction of new products and services
     The main variations refer to the 16.5% increase in Revenue from Existing Contracts (RMC),
derived solely from growth in clients’ activities and from annual price adjustments, and to new
contracts totaling R$169.3 million, largely representing agribusiness, urban distribution and
electricity, partially offset by the lower quantity of passengers transported due to the
discontinuation of 11 bus lines in Area 4 of the São Paulo metropolitan region in August 2010. No
variations in our revenues resulting from changes in the exchange rates have been identified. We
would like to point out that we do not have any debts pegged to foreign currency.




c.   impact of inflation, price changes of main inputs and products, exchange and interest rates
     on our operating and financial results


Effects of Inflation, Interest Rates and Foreign Exchange on our Results


     Changes in the Brazilian economy, especially those related to the inflation rate, short- and
long-term interest rates and foreign exchange policy, may affect our operating results.
     The variation in the inflation and interest rates in Brazil may affect our results, since it can
make more or less income available, slow down or accelerate the economic activity, or positively
or negatively affect the volume of investments in the economy. An increased credit supply, with
longer terms and at lower financing rates, tends to have a positive impact on our clients.


     Changes in the inflation indexes affect our costs and expenses, since several services and
inputs used by us are adjusted according to indexes pegged to the inflation, such as the IGP-M
and IPCA, including personnel costs (wages, charges and benefits). Therefore, our contracts
envisage annual price adjustments based on the inflation to the various components of our cost
framework.


     We are not directly affected by foreign exchange variation, but many of our clients are.
Therefore, a negative impact due to foreign exchange variation on our clients tends to adversely
affect our results. Some of our clients are exporting companies that are directly impacted by a
drop or rise in the US dollar exchange rate. The appreciation of the US dollar against the Brazilian
real tends to favor these companies and make them more competitive, while the appreciation of
the Brazilian real tends to cause the opposite effect.


Effects of the macroeconomic policy on the sectors where we operate


     As a logistics service provider, we directly depend on the industries where our main clients
operate.


     Based on the 2010 fiscal year, our Gross Revenue from Services derived from activities
related to the following economic sectors:
           22.2% – Paper and Pulp
           15.0% – Public
           13.3% – Ground transportation of passengers
           13.7% – Automotive
           7.5% – Steelworks
           6.8% – Chemical
           7.1% – Agribusiness
           4.8% – Consumer goods
           2.3% – Food
           2.3% – Capital goods
           1.0% – Laboratory and Pharmaceutical
           0.8% – Electricity
           3.2% – Others


     Changes in the macroeconomic policy and activity can affect our revenue from services in
the sectors listed above, among others, which, in turn, are impacted by the following factors:
     Change in export/import policies. Some of our clients are exporting companies that are
directly impacted by changes in the foreign trade policy of Brazil or other countries.


     Incentive to the implementation of industries within Brazilian territory. The incentives and
subsidies offered by the Brazilian government to industries in the sectors where we operate can
benefit us due to the increase in logistics activities of these industries.


     Tax Incentives. Within the scope of its tax policy, the Brazilian government has offered and
perhaps will continue to offer certain tax incentives to us and our clients, which can take place
directly or through an increase in the activities of our clients. For example, in December 2008, the
Brazilian government established a reduction in the IPI (Tax on Manufactured Products) on certain
types of automobiles and home appliances, which caused a significant impact on the sale of these
products.


     Selling and Administrative Expenses. Selling and administrative expenses are mainly
composed of personnel costs. Wages are adjusted according to negotiations with the labor unions
of our employees, which are based on inflation indexes, such as the IGP-M and IPCA. Expenses
with consulting, legal and auditing services, and other general costs are also included in Selling
and Administrative Expenses. This line is also taken into consideration when negotiating the price
for contracts, which are adjusted on an annual basis. Subsequently, these expenses are
apportioned by the number of effective contracts.
10.3. Our Executive Officer´s opinion on material effects arising from:


a.   the introduction or sale of operational segment
     In September 2009, we discontinued our investments in our old subsidiaries Original
Veículos Ltda, Avante Veículos Ltda., Ponto Veículos Ltda. and Corretora e Administradora de
Seguros Vintage Ltda. selling the control to our shareholders by reducing our capital stock in the
aggregated amount of R$56.9 million. As a consequence, we classified the investments in these
subsidiaries as discontinued investments, measuring them by their book value, recording them in
specific lines of the financial statements and their operations are no longer consolidated. The
financial statements for the fiscal year ended on December 31, 2007 and 2008 were adjusted
retrospectively to allow comparability. We separated these companies to understand that they
have independent operations and a retail profile different of the other activities of the Company,
allowing for a better focus of activities.


b.    the incorporation, acquisition or sale of equity interest
     In June 2007, we acquired Lubiani, a company that, in May 2008, was incorporated by us.
The acquisition of Lubiani allowed us to operate in the heavy cargo and equipment transportation
segment, as well as expand our operations in the countryside of the São Paulo state. This
acquisition allowed us to provide services to some important clients, such as Caterpillar and
Volvo.


     In April 2008, we acquired the conglomerate Grupo Grande ABC, which has business units in
five Brazilian states, distributed as follows: Ten operational units in São Paulo, three in Minas
Gerais and three more units in Rio Grande do Sul, Paraná and Pernambuco. This acquisition
enabled us to expand operations in the auto industry and add important clients like Toyota, Ford
and Mercedes Benz.


     With the acquisition of Lubiani, in 2007, and Transportadora Grande ABC, in 2008, as of
June 2007 (inclusive) our consolidated results include the impact of those acquisitions, for Lubiani,
and as of May 2008 (inclusive), for Transportadora Grande ABC. Gross revenue from these
acquisitions is part of the dedicated supply chain services.


c.   unusual events or operations
     There are no unusual events or operations carried out by the Company.
10.4. Our Executive Officer´s opinion on:


a.   Significant changes to accounting practices


     Law 11.638 and 11.941, enacted in 2007 and 2009, respectively, amended, repealed and
introduced new provisions to the Brazilian Corporation Law. The amendments introduced mainly
seek the update of the Brazilian corporate legislation to allow the convergence of the Accounting
Practices Adopted in Brazil with the International Financial Reporting Standards (IFRS) and allow
new rules and accounting procedures to be issued by the regulatory bodies in compliance with
international accounting standards.


     As part of this harmonization process, we adopt as a basis for the presentation and
preparation of our financial statements, for the first time, the accounting pronouncements issued
by the Accounting Pronouncement Committee approved by the regulatory bodies and the
amendments to Laws 11.638 and 11.941.


b.   Significant effects of the amendments to the accounting practices


     The main amendments to the accounting practices that are applicable to the Company and
were adopted in the preparation of our financial statements were:


Impacts that created adjustments
        We changed the estimated useful life of our property, plant and equipment (especially
         our fleet);
        We recorded financial leasing contracts as obligation and the respective goods as
         assets, subject to depreciation;
        We tested for impairment the items of property, plant and equipment, intangible assets
         and deferred charges, making the necessary adjustments; and
        We assessed the adjustment to present value of long term assets and liabilities
         operations and for relevant short term operations.


Impacts in the presentation
        We disclosed the comparative statement of cash flow;
        We analyzed our registered assets as property, plant and equipment and deferred
         charges, and, when applicable, we transferred incorporeal items to intangible assets;
        We retroactively adjusted the financial statements, when applicable, pursuant to CPC
         13; and
        We reclassified the non operational result to operational result, allowing a better
         comparison of the financial statements.
Other impacts
     We categorized our financial instruments, when applicable, among (i) allocated for trading, (ii)
available for sale, (iii) held to maturity and (iv) loans and receivables. When allocated for trading
and available for sale, these instruments were recorded at their market value or equivalent value,
and the financial instruments held to maturity were recorded at their adjusted acquisition cost
value, in accordance with contractual provisions, adjusted to the probable realization value, if it is
lower.


c.   Exceptions and emphasis included in the auditor´s report
     There are no exceptions or emphasis in the independent auditor’s reports.


10.5. Our Directors' opinion about Critical Accounting Policies Adopted by exploring in
particular accounting estimates made by management on uncertain and relevant issues for
the description of the financial position and results that require subjective or complex
judgments such as provisions, contingencies, recognition of income, tax credits, long-
lived assets, useful lives of non-current assets, pension plans, adjustments in foreign
currency conversion, environmental remediation costs, criteria for asset recovery testing,
and financial instruments:


         Our financial statements of the parent company for the years ended December 31,
2010 and 2009 and January 1, 2009 were prepared in accordance with accounting practices
adopted in Brazil, which comply with the standards set by the Securities and Exchange
Commission      of   Brazil   (CVM)   and   the   regulations   announced      by   the   Accounting
Pronouncements Committee (CPC). The consolidated financial statements were prepared in
accordance with accounting practices adopted in Brazil, which comply with the standards set by
the Securities and Exchange Commission of Brazil (CVM) and the regulations announced by
the Accounting Pronouncements Committee (CPC) and are in accordance with international
accounting standards (International Financial Reporting Standards - IFRS) issued by the
International Accounting Standards Board - IASB.


         The financial statements of the parent company and consolidated were prepared based
on various valuation bases used in accounting estimates. The accounting estimates involved in
preparing the financial statements were based on objective and subjective factors considering
the administration's judgment for determining the appropriate amount to be recorded in the
financial statements. Significant items subject to such estimates and assumptions include the
selection of useful lives of fixed assets and its recoverability in operations, the valuation of
financial assets at fair value and by the method of adjustment to present value, the estimates of
the recoverable value of land and buildings, the credit risk analysis to determine the losses
estimated from non-performing loans, as well as the analysis of the other risks for determining
other provisions, including for contingencies.
          The settlement of transactions involving these estimates may result in different values
from those recorded in the financial statements due to probabilistic treatment inherent in the
estimation process. The Company reviews its estimates and assumptions at least annually.


          The Company has adopted all standards, reviews of standards, and interpretations
issued by the Accounting Pronouncements Committee (CPC), by IASB, and by the regulating
organizations that were in effect on December 31, 2010. The financial statements were
prepared using the historical cost as the basis of value, except for the valuation of certain
assets and liabilities such as financial instruments, which are measured at fair value.


Basis of consolidation


          The consolidated financial statements include the Company's financial statements and
of the companies in which it holds a controlling interest, which are listed below:


                                                                                  % Interest
 Company Name                                                       Headquarter   2010       2009
 JP Tecnolimp S/A                                                      Brazil     99.00     99.00
 Mogipasses Comércio de Bilhetes Eletrônicos Ltda.                     Brazil     99.99     99.99
 Transportadora Grande ABC Ltda.                                       Brazil     99.99     99.99
 Yolanda Logística Armazém Transporte e Serviços Gerais Ltda.          Brazil     99.99     99.00
 CS Brasil Transportes de Passageiros e Serviços Ambientais Ltda.      Brazil     99.99     99.99
 Riograndense Navegação Ltda.¹.                                        Brazil     99.99     99.99


    (1)   Company is in pre-operational stage.




          The subsidiaries are fully consolidated from the date of acquisition, which is the date
when the Parent Company obtains control, and they continue to be consolidated up to the date
that control ceases to exist. The fiscal years of the subsidiaries are coincident with that of the
Parent Company, and the financial statements are prepared for the same reporting period as
the Parent Company using consistent accounting policies. All intragroup balances, revenues,
expenses, as well as unrealized gains and losses arising from intragroup transactions are
eliminated altogether.


          Accounting practices are consistently applied to all consolidated companies.


          Investments in subsidiaries are eliminated in the consolidation, as well as accounts
receivable and payable balances and the income and expenses arising from intercompany
transactions.
Corporate structure


        During the course of the years, in seeking synergy in the business structure of providing
commercial, operational, and administrative services, the Company has made several corporate
operations for consolidating into one company all the equity interests aligned with its operating
activities, and it also discontinued investments in subsidiaries whose operation was not aligned
with its business strategy. In the same sense, in fulfillment of its strategic plan, it expanded
business in similar or complementary activities, making acquisitions of other companies starting
new operations.


        In September 2009, the Company disclosed a decision to discontinue investments in its
subsidiaries Original Veículos Ltda., Avante Veículos Ltda., Ponto Veículos Ltda., and Corretora
e Administradora de Seguros Vintage Ltda., selling their control to the their shareholders (Julio
Simões Participações and individuals from the Simões Family) by reducing its capital. The
investments discontinued are as follows:



         Company                        Activity developed
         Original Veículos Ltda.        Dealer selling Volkswagen new vehicles and parts as well
                                        as used cars of various makes.
         Avante Veículos Ltda.          Dealer selling Ford new vehicles and parts as well as used
                                        cars of various makes.
         Ponto Veículos Ltda.           Dealer selling Fiat new vehicles and parts as well as used
                                        cars of various makes.
         Corretora e Administradora     Insurance administration and brokerage.
         de Seguros Vintage Ltda.




Functional currency


        The Company's functional currency is the Real (R$), which is the same currency used
 to prepare and present the financial statements.


Cash and cash equivalents


        Cash equivalents are held in order to meet short term cash commitments and not for
investments. Cash and cash equivalents comprise cash balances, bank deposits, and short
term investments of high liquidity and with insignificant risk of change in their market value at
the time of redemption. For purposes of cash flow statement, cash and cash equivalents are
stated net of guaranteed accounts. Cash and cash equivalents are classified as "Financial
assets at fair value through profit or loss".
Trade accounts receivable


        Accounts receivable are recorded at estimated net realizable value and do not include
interest. The provision for estimated losses from non-performing loans is set up based on
historical default rates and analysis of individual customers in an amount considered sufficient
by the Administration to cover losses on the realization of accounts receivable.


Investments in subsidiaries


        The Company's investments in its subsidiaries are valued based on the equity
 accounting method according to CPC18 (IAS 28) for purposes of the Parent Company's
 financial statements.


        The investment in the subsidiary is recorded in the parent company's balance sheet at
 cost, based on the equity accounting method, plus the changes following the acquisition of
 equity interest in the subsidiary.


        The shareholding in the subsidiary is presented in the parent company's statement of
income as equity pick-up representing the net profit attributable to associated company's
shareholders.


        After applying the equity pick-up method for purposes of the parent company's financial
statements, the Company determines if it is necessary to recognize additional loss from the
recoverable value on the Company's investment in its associated company. The company
determines at each closing date of the balance sheet if there is objective evidence that
investments in subsidiaries have suffered losses due to impairment. If so, the Company
calculates the amount of loss due to impairment as the difference between the recoverable
value of the subsidiary and the book value and recognizes the amount in the parent company's
statement of income.


Marketable securities


        They represent financial investments tied to the line of loans. The financial investments
  included as securities are classified as "Financial assets at fair value through profit or loss".


        Financial Instruments - Initial recognition and subsequent measurement
(i) Financial Assets


   Initial recognition and measurement
        Financial assets are classified as financial assets at fair value through profit or loss,
loans and receivables, investments held to maturity, financial assets available for sale, or
derivatives classified as effective hedging instruments, depending on the situation. The
Company determines the classification of its financial assets at the time of their initial
recognition when they become part of the instrument's contractual provisions.


        Financial assets are initially recognized at fair value plus, in the case of investments not
designated at fair value through profit or loss, transaction costs that are directly attributable to
the acquisition of the financial asset.
        The Company's financial assets include cash and cash equivalents, trade accounts
receivable and other short and long term receivables, loans, as well as other receivables and
marketable securities.


   Subsequent measurement


        The subsequent measurement of financial assets depends on their classification, which
 can be as follows:


   Financial assets at fair value through profit or loss


        Financial assets measured at fair value through profit or loss include financial assets
 held for trading and financial assets designated upon initial recognition at fair value through
 profit or loss. Financial assets are classified as held for trading if they are acquired for the
 purpose of selling in the short term. Financial assets at fair value through profit or loss are
 presented on the balance sheet at fair value with the corresponding gains or losses
 recognized in the statement of income. The Company has designated cash and cash
 equivalents and marketable securities to the category of fair value through profit or loss.


   Loans and receivables


        Loans and receivables are non-derivative financial assets with fixed or determinable
 payments that are not listed on an active market. After initial measurement, these financial
 assets are recorded at amortized cost using the effective interest method (effective interest
 rate), less loss due to impairment. The amortized cost is calculated taking into account any
 discount or premium on the purchase, fees, or other costs incurred. The amortization of the
 effective interest method is included in the line of financial income or expense in the statement
 of income. The losses due to impairment are recognized as financial expense in the profit or
 loss. The Company designated in this category the trade accounts receivable and other
 credits.


   Investments held to maturity


        Non-derivative financial assets with fixed or determinable payments and fixed maturities
 are classified as held to maturity when the Company has expressed intent and financial ability
 to hold them until maturity. After the initial valuation, the investments held to maturity are
 valued at amortized cost using the method of effective interest rate minus losses due to
 impairment. The amortized cost is calculated taking into account any discount or premium on
 the purchase, fees, or other costs incurred. The amortization of the effective interest is
 included in the financial income account in the statement of income. The losses due to
 impairment are recognized as financial expense in the profit or loss. The Company did not
 record investments held to maturity during the years ended December 31, 2010 and 2009.


   Financial assets available for sale


        Financial assets available for sale are those non-derivative financial assets that are not
 classified as (a) loans and receivables, (b) investments held to maturity, or (c) financial assets
 at fair value through profit or loss. These financial assets include equity instruments and debt
 securities. Debt securities in this category are those that the Company intends to keep for an
 indefinite period and that can be sold to meet liquidity needs or in response to changes in
 market conditions.


        After initial measurement, financial assets available for sale are measured at fair value
 with unrealized gains and losses recognized directly in reserves available for sale within other
 comprehensive profits or losses until the investment's disposal, except for losses due to
 impairment, the interest calculated using the effective interest method, and the gains or losses
 with exchange rate variations on monetary assets, which are recognized directly in profit or
 loss for the year. The Company did not record financial assets available for sale during the
 years ended December 31, 2010 and 2009.


   Derecognition (removal)


        A financial asset (or when the case, a part of a financial asset or part of a group of
similar financial assets) is removed in the following cases:


            The rights expire to receive cash flows from the asset.
            The Company transferred its rights to receive cash flows from the asset or has
             assumed an obligation to pay the cash flows received fully without significant delay
             to a third party under a relending agreement, and (a) the Company substantially
             transferred all risks and rewards of the asset, or (b) the Company did not transfer
             nor substantially retain all risks and rewards related to the asset, but transferred
             the control over the asset.


        When the Company has transferred its rights to receive cash flows from an asset or has
 executed a relending agreement and has not substantially transferred or retained all risks and
 rewards related to the asset, one asset is recognized in the extension of the Company's
 continued involvement with the asset. In this case, the Company also recognizes an
 associated liability. The transferred asset and the associated liability are measured based on
 rights and obligations that the Company maintained. The continuous involvement in the form
 of a guarantee on the transferred asset is measured by the asset's original book value or by
 the maximum consideration that could be required from the Company, whichever is less.


(ii) Reduction of the recoverable value of financial assets


        The Company evaluates on the balance sheet dates whether there is any objective
 evidence to determine whether the financial asset or group of financial assets is not
 recoverable. A financial asset or group of financial assets is considered not recoverable if, and
 only if, there is no objective evidence of recoverability as a result of one or more events that
 have happened after the initial recognition of the asset (a "loss event" incurred) and this loss
 event has an impact on estimated future cash flow of the financial asset or group of financial
 assets that can be estimated. Evidence of a loss due to impairment may include: i) indicators
 that the parties that took up the loan are going through a time of relevant financial difficulty; ii)
 the likelihood that they will file for bankruptcy or other type of financial reorganization; iii)
 default or late payment of interest or principal; iv) and when there are indicators of a
 measurable drop in the estimated future cash flows such as changes in maturity date or
 economic conditions related with defaults.


   Financial assets at amortized cost


   In relation to the financial assets presented at amortized cost, the Company assesses
individually whether there is clear evidence of a loss due to impairment of each financial asset
that is individually significant, or collectively for financial assets that are not individually
significant. When there is clear evidence of the occurrence of reduction of the recoverable
amount, the value of the loss is measured as the difference between the asset's book value and
the present value of the estimated future cash flows.
          The book value of the asset is reduced through a provision and the value of the loss is
recognized in the statement of income. If in a subsequent year the loss amount estimated of the
recoverable increases or decreases due to an event occurring after the recognition of the loss
due to impairment, the loss recognized previously is increased or reduced by adjusting the
provision. In the event of any future recovery of an amount reversed, this recovery is recognized
in the statement of income.


(iii) Financial liabilities


    Initial recognition and measurement


          Financial liabilities are classified as financial liabilities at fair value through profit or loss,
loans and financing, or as derivatives classified as hedging instruments, depending on the case.
The Company determines the classification of its financial liabilities at the moment of its initial
recognition.


          Financial liabilities are initially recognized at fair value and in the case of loans and
financing, the cost of the directly related transaction is added.


          The Company's financial liabilities include trade accounts payable and other accounts
payables, guaranteed accounts (current account with negative balance), loans, and debentures.


 Subsequent measurement


          The measurement of the financial liabilities depends on their classification, which can
 be as follows:


Financial liabilities at fair value through profit or loss


          Financial liabilities measured at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial recognition at fair value
through profit or loss.


          Financial liabilities are classified as held for trading when they are acquired for the
purpose of selling in the short term. This category includes derivative financial instruments
contracted by the Company that do not meet the criteria for hedge accounting as defined by
CPC38 (IAS 39). Gains and losses on liabilities for trading are recognized in the statement of
income.
         During the years ended December 31, 2010 and 2009, the Company did not have any
financial liability at fair value through profit or loss.




Loans and financing


         After initial recognition, loans and financing subject to interest are subsequently
measured by the amortized cost using the effective interest rate method. Gains and losses are
recognized on the statement of income at the time of writing off the liabilities as well as during
the amortization process by using the effective interest rate method.


Debentures


         The debentures issued by the Company are recorded at cost and are adjusted for
inflation according to the effective interest rate method plus monetary variations according to
the closing indexes of each year.


Derecognition (Removal)


         A financial liability is removed when the obligation is revoked, canceled, or expires.
When an existing financial liability is replaced by another from the same lessor with substantially
different terms, or when the terms of an existing liability are substantially modified, this
replacement or modification is treated as a write-off of the original liability with the recognition of
a new liability, and the difference in the corresponding book values is recognized in the
statement of income.


(iv) Financial instruments - net presentation


         Financial assets and liabilities are presented net in the balance sheet if, and only if,
there is a current and enforceable legal right to offset the amounts recognized and if there is the
intention of settling or to realize the asset and settle the liability simultaneously.


Storeroom


         Storeroom items are valued at average cost of acquisition and a provision should be set
up when applicable for loss of recoverable value in an amount considered by the Administration
to be sufficient to cover potential losses.


Assets available for sale due to fleet renewal
         In order to carry out its customer service contracts, the Company needs to constantly
renew its fleet after a certain period of use. The vehicles and machinery and equipment put up
for sale are reclassified from the line of property and equipment to the line of "assets available
for sale".
         Once classified as assets available for sale, the assets are not depreciated and their
posting is at the lower value of either its residual value or its market value.


Property and Equipment


         Entered at the cost of acquisition or construction plus interest and other charges
incurred during construction. Accumulated depreciations are calculated using the straight-line
method at the rates mentioned in note 14 taking into account the assets' rates of useful life and
their value of recovery, which are recognized in the income for the year.


         The Company practices sales values that are different for the vehicles and, therefore,
 estimates the respective depreciation rates and/or applies on a straight-line basis over the
 fleet of vehicles and machines to offset gains and losses between the estimated sales value
 and the vehicle's cost at the time of selling this asset.


         The residual values and useful lives of the assets and depreciation methods are
reviewed and adjusted by management at the end of each year and adjusted prospectively
when necessary. The depreciation of the vehicles and other assets that make up the cost for
providing services are recognized in the income for the year in accordance with the rates stated
in note 14.


         The book value of an asset is immediately reduced to its recoverable amount when the
asset's book value is greater than its expected future economic benefit.


Leases
         The characterization of a leasing contract is based on substantive aspects related to the
use of an asset or specific assets, or even the right to use a particular asset on the date its
execution begins.


Company as a lessee


         Finance leases that transfer to the Company's basically all the risks and rewards related
to the ownership of the leased item are capitalized at the beginning of the lease at the fair value
of the leased asset or, if lower, at the present value of minimum lease payments. The initial
direct costs incurred in the transaction are added to the cost where applicable. The financial
lease payments are allocated to finance charges and reduction of financial lease liabilities in
order to obtain a constant interest rate on the liability's outstanding balance. The finance
charges are recognized in the statement of income. The leased assets are depreciated over
their estimated useful lives by the Company.


        The operating lease payments are recognized as expense in the statement of income
on a straight-line basis over the term of the lease.


Company as lessor


        Leases for which the Company transfers substantially all of the asset's risks and
rewards of ownership are considered a sale with the related item being written off and
recognized as financial income for the term of the contract.


        Leases for which the group does not transfer substantially all of the asset's risks and
rewards of ownership are considered operating leases and the revenues are recorded in a
manner similar to a rental income.


Intangible assets and goodwill


         Intangible assets are composed mostly of goodwill paid on acquisitions of companies
 based on expected future earnings, which were amortized until December 31, 2008, and from
 January 1, 2009 are submitted annually so that the recoverable amount can be assessed as
 per note 15. Only the goodwill arising from the added value of property and equipment is
 amortized taking into account the estimated useful life of the assets to which they gave origin
 and their respective write-offs in the year.


Impairment Test


        Management reviews every year the net book value of its main assets with the aim of
evaluating events or changes in economic and operating conditions that may indicate
deterioration or loss of its recoverable amount. When such evidence is identified and the net
book value exceeds the recoverable amount, provision for impairment is set up by adjusting the
net book value to the recoverable amount. No impairment indicators were identified for the
years ended December 31, 2010 and 2009.


Recognition of Income


        Income is recognized to the extent that it is probable that economic benefits will be
generated for the Company and when it can be measured reliably. Income is measured based
on the fair value of the counterpart received, excluding discounts, rebates, charges and taxes
on sales and services. The Company evaluates the income transactions in accordance with
specific criteria in order to determine whether it is acting as an agent or principal, and ultimately
concluded that it is acting as principal in all its income contracts.


          The following specific criteria then must also be met before there is recognition of
income:


Income from services


          Income from services is recognized based on carrying out the services as stated in the
service contracts signed between the parties or when these services are completed. When the
result of the contract cannot be measured in a reliable way, income is recognized only to the
extent that the costs incurred can be recovered.


Income from selling assets used in providing services


          Income from the sale of assets is recognized when the significant risks and rewards of
ownership of the products are transferred to the buyer, which generally occurs upon its delivery.


Earnings from interest


          For all the financial instruments evaluated at amortized cost and interest bearing
financial assets, the financial income or expense is recorded using the effective interest rate
that exactly discounts the estimated future payments or receipts of cash over the estimated life
of the financial instrument or in a shorter period of time, when applicable, to the net book value
of the financial asset or liability. The earnings from interest is included in the financial income
account in the statement of income.


Income from rent


          The income from rent is recognized as operating leases on a straight-line basis over
the term of the contract.


Taxes


   a. Income and social security taxes


          Income tax and social security taxes are calculated in accordance with criteria
 established by the current tax legislation. In the parent company they are calculated using the
regular tax rates of 15% plus an additional 10% for income tax and 9% for social security tax.
When permitted by tax law, certain subsidiaries with annual revenues from the previous year
less than R$ 48,000 opted for the assumed profit regime. For these subsidiaries, the
calculation basis for the income tax is calculated at a rate of 8% and the social security at the
rate of 12% on gross income (32% when the income is from services and 100% of the financial
income), on which apply the regular rates of their respective tax and contribution.


  b. Deferred taxes


       Deferred tax is generated by temporary differences on the balance sheet date between
the tax bases of assets and liabilities and their book values.


       Deferred taxes as liabilities are recognized for all temporary tax differences, except:


       • When the deferred tax as a liability arises from the initial recognition of goodwill or
from an asset or liability in a transaction that is not a business combination and on the
transaction date it does not affect the accounting profit, nor the profit, neither tax loss.


       • When there are temporary tax differences related to investments in subsidiaries,
where the period of the reversal of the temporary differences can be controlled and it is likely
that the temporary differences are not reversed in the near future.


       Deferred taxes as assets are recognized for all deductible temporary differences,
credits, and idle tax losses to the extent that it is probable that taxable income will be available
so that the deductible temporary differences can be realized, and idle tax credits and losses
can be used except in the following cases:


       • When the deferred tax as an asset related to the deductible temporary difference is
generated in the initial recognition of the asset or liability in a transaction that is not a business
combination and on the transaction date it does not affect the accounting profit, nor the profit,
neither tax loss.


       • When there are deductible temporary tax differences associated with investments in
subsidiaries, deferred taxes as assets are recognized only to the extent that it is probable that
the temporary differences are reversed in the near future and taxable income is available so
that the temporary differences can be utilized.


       The book value of the deferred tax assets is reviewed at each balance sheet date and
written off to the extent that it is more probable that taxable income will be available to allow all
or part of the deferred tax asset to be used.
          Deferred taxes as assets and liabilities are measured at the tax rate that is expected to
 be applicable in the year in which the asset will be realized or the liability settled based on tax
 rates (and tax laws) that have been enacted up to the balance sheet date.
          Deferred tax related to items recognized directly in the shareholders' equity is also
 recognized in the shareholders' equity and not in the statement of income. Deferred tax items
 are recognized according to the transaction that originated the deferred tax in the
 comprehensive profit or loss or directly in the shareholders' equity.


          Deferred taxes as assets and liabilities are related to the same taxable entity and
 subject to the same taxation authority.


   c. Tax on income
          Income, expenses, and assets are recognized as net of sales tax except in the following
 cases:


          • When the sales tax incurred at the purchase of goods or services is not recoverable
 from the taxation authorities, in which case the sales tax is recognized as part of the
 acquisition cost of the asset or of the expense item as applicable.


          • When the receivables and payables are presented together with the amount of taxes
 on sales.


          • The net value of sales taxes, recoverable or payable, is included as part of receivables
 or payable on the balance sheet.


Provisions


  I.   General
Provisions are recognized when the Company has a present obligation (legal or not formalized)
as a result of a past event and it is probable that economic benefits will be required to settle the
obligation and a reliable estimate of the value of the obligation can be made.


When the Company expects that the value of a sum will be repaid in whole or in part, such as
due to an insurance contract, the reimbursement is recognized as a separate asset, but only
when the reimbursement is virtually certain.


The expense related to any provision is presented in the statement of income net of any
reimbursement.
  II.   Litigation and administrative provisions


        The Company is party of various legal and administrative proceedings. Provisions are
set up for all contingencies related to proceedings for which it is probable that an outflow of
funds will be made to settle the contingency/obligation and a reasonable estimate can be made.
The assessment of the probability of loss includes the evaluation of the available evidence, the
hierarchy of laws, the jurisprudence available, the most recent court decisions and their
relevance in the legal system, as well as the evaluation of the external legal consultants. The
provisions are reviewed and adjusted to take into account changes in circumstances such as
the period of limitation applicable, findings of tax inspections or additional exposures identified
based on new issues or court decisions.


Discontinued operations


         The income and expenses from discontinued operations mentioned in note 2.2 are
 disclosed separately from other income and expenses after the line of profit after taxes. The
 resulting profit or loss (after taxes) is disclosed separately on the statement of income.


Jointly controlled operations (Consortia)


         The Company has operations in consortia (1 2 3, Unileste, and Metropolitano de
 Transportes) in which the entrepreneurs maintain a contractual agreement that establishes the
 joint control of the operations.


         The jointly controlled operations involve using the Company's assets and other
 resources as well as those from the other participants in the Consortium in order to set up of a
 firm. The Company records the assets that it controls, the liabilities and expenses incurred by
 it, as well as its share related to the income from providing services.


Costs with loans


         Costs with loans directly related to the acquisition, construction, or production of an
asset that necessarily requires a significant time to be completed to be used or sold are
capitalized as part of the cost of the corresponding asset. All other costs with loans are
recorded as expenses in the period they are incurred. Costs with loans include interest and
other costs incurred by an entity related to the loan.


         The Company capitalizes costs with loans for all eligible assets when the construction
started from January 1, 2009. The Company continues to record as expenses the costs with
loans related to the construction projects begun before January 1, 2009.
Earnings per share


        The Company performs the calculations of earnings per share using the weighted
 average number of total outstanding common shares during the period corresponding to the
 result in compliance with technical pronouncement CPC41 (IAS 33).


Other assets and liabilities (current and non-current)


        An asset is recognized in the balance sheet when it is probable that its future economic
 benefits will be generated in favor of the Company and its cost or value can be measured
 safely. A liability is recognized on the balance sheet when the Company has a legal or
 constituted obligation as a result of a past event when it is probable that an outflow will be
 required to settle it. They are increased, when applicable, from the corresponding charges and
 the monetary or exchange variations incurred. Provisions are recorded based on the best
 estimates of risk involved.


        The assets and liabilities are classified as current when their realization or settlement is
 likely to occur within the next 12 months. Otherwise, they are shown as non-current.


Judgments, significant accounting estimates and assumptions


    I. Judgments
        The preparation of the Company's consolidated financial statements requires that the
management make judgments and estimates and adopt assumptions that affect the values
presented of income, expenses, assets, and liabilities, as well as the disclosures of contingent
liabilities in the database of the financial statements.


        However, the uncertainty related to these assumptions and estimates could lead to
outcomes that require a significant adjustment to the book value of the asset or liability affected
in future periods.


    II. Estimates and assumptions


        The main assumptions are discussed below concerning the sources of uncertainty in
future estimates and other important sources of uncertainty in estimates in the balance sheet
date involving the risk of adjusting the book value of the assets and liabilities in the next
financial year.
    a) Loss due to Impairment of non-financial assets


       A loss due to impairment exists when the book value of an asset or cash-generating
unit exceeds its recoverable value, which is the higher between the fair value minus costs of
sales and the value in use. The calculation of the fair value minus costs of sales is based on
information available of sales transactions of similar assets or market price minus additional
costs to dispose of the asset. The calculation of the value in use is based on the discounted
cash flow model. The cash flows are derived from the estimates for the next five years and do
not include restructuring activities with which the Company has not yet been committed or
significant future investments that will improve the asset base of the cash-generating unit that
is being tested. The recoverable amount is sensitive to the discount rate used in the
discounted cash flow method as well as the expected future cash receipts and growth rate
used for extrapolation. The main assumptions used to determine the recoverable amount of
the various cash-generating units, including sensitivity analysis, are listed in note 16.


    b) Taxes


       There are uncertainties regarding the interpretation of complex tax regulations and the
amount and timing of future taxable income. Due to the long-term nature and complexity of the
existing contractual instruments, differences between actual results and the assumptions
made, or future changes in these assumptions could require future adjustments in the income
and expense from taxes already recorded. The Company sets up provisions based on
reasonable estimates for possible consequences of audits by tax authorities from the
respective jurisdictions in which they operate. The amount of these provisions is based on
several factors such as experience of previous tax audits and differing interpretations of tax
regulations by the taxable entity and by the tax authority in charge. These differences of
interpretation may come up with a wide variety of subjects depending on the current conditions
where the Company is currently located.


       Significant judgment is required from the management in order to determine the value
of deferred tax as assets that can be recognized based on the approximate time and level of
future taxable income together with future tax planning strategies.


    c) Fair value of financial instruments


       When the fair value of financial assets and liabilities presented on the balance sheet
cannot be obtained in active markets, then it is determined by using valuation techniques
including the discounted cash flow method. The data for these methods are based when
possible on those practiced in the market, but when this is not feasible, a certain level of
judgment is required to establish fair value. The judgment includes consideration about the
 data used, such as liquidity risk, doubtful accounts, and volatility. Changes in assumptions
 about these factors could affect the fair value of the financial instruments presented.


     d) Provisions for tax, civil, and labor risks


        The Company recognizes provision for tax, civil, and labor lawsuits. The assessment of
 the probability of loss includes the evaluation of the available evidence, the hierarchy of laws,
 the jurisprudence available, the most recent court decisions and their relevance in the legal
 system, as well as the evaluation of the external legal consultants. The provisions are
 reviewed and adjusted to take into account changes in circumstances such as the period of
 limitation applicable, findings of tax inspections or additional exposures identified based on
 new issues or court decisions.


New IFRS and IFRIC interpretations


        Some new accounting procedures of the IASB and IFRIC interpretations have been
 published and/or revised and have their optional or mandatory adoption for the years
 beginning on January 1, 2010. The Company's management assessed the impacts from these
 new procedures and interpretations and does not anticipate that its adoption will lead to a
 material impact on the Company's annual information in the year of initial application, as
 follows:


        IAS 24 Disclosure requirements for state agencies and definition of related party
(Revised) - Simplifies the disclosure requirements for state agencies and clarifies the definition
of related party. The revised standard addresses aspects that according to the previous
disclosure requirements and the definition of related party were too complex and difficult to
apply in practice especially in environments with large state control, offering partial exemption to
state entities and a revised definition of the concept of related party. This amendment was
issued in November 2009, being made effective for fiscal years beginning on January 1, 2011.
This change will not impact the Company's consolidated financial statements.


        IFRS 9 Financial Instruments - Classification and Measurement - IFRS 9 closes the first
part of the project to replace "IAS 39 Financial Instruments: Recognition and Measurement".
IFRS 9 uses a simple approach to determine whether a financial asset is measured at
amortized cost or fair value, and it is based on the manner by which an entity manages its
financial instruments (its business model) and the contractual cash flow typical for financial
assets. The standard also requires the adoption of only one method for determining losses in
the recoverable value of assets. This standard is effective for fiscal years beginning on January
1, 2013. The Company does not expect this change to create an impact on its consolidated
financial statements.
        IFRIC 14 Prepayments of a minimum funding requirement - This change applies only to
those situations where an entity is subject to minimum funding requirements and anticipates
contributions in order to cover these requirements. The amendment allows the entity to account
for the benefit of such prepayment as an asset. This change is effective for fiscal years
beginning on January 1, 2013. This change will not impact the Company's consolidated financial
statements.


        IFRIC 19 Extinguishing financial liabilities with equity instruments - IFRIC 19 was issued
in November 2009 and is effective beginning July 1, 2010 and its early implementation is
permitted. This interpretation clarifies the requirements of International Accounting Standards
(IFRS) when an entity renegotiates the terms of a financial obligation with its lender and agrees
to accept the entity's shares or other equity instruments to settle the financial obligation in whole
or in part . The Company does not expect the IFRIC 19 to have an impact on its consolidated
financial statements.


        Improvements to IFRS - IASB issued improvements to the rules and amendments of
IFRS in May 2010 and the amendments will be effective beginning January 1, 2011. Below is a
list of the main changes that could impact the Company:


        - IFRS 3 - Business Combinations.
        - IFRS 7 - Disclosure of Financial Instruments.
        - IAS 1 - Presentation of Financial Statements.


        The Company does not expect that these change cause an impact on its consolidated
 financial statements.


        There are no other standards and interpretations issued but not yet adopted that may,
 in the management's opinion, have a significant impact on the income or on the equity
 announced by the Company.


10.6. Our executive officers opinion on the internal controls adopted to ensure the preparation
     of reliable financial statements:


    a. Degree of efficiency of such controls, indicating eventual imperfections and measures adopted
        to correct them



     Our internal controls are a set of processes that aims to provide a reasonable guarantee for
reliability of accounting and financial information, as well as the preparation of financial statements
for external purposes in conformity with the generally accepted accounting principles. The main
objectives of our internal controls are; (i) maintenance of records that, in reasonable detail, in
rigorous and fair manner, register transactions and provisions of the company´s assets, (ii) provide
reasonable guarantee that transactions are recorded in accordance with necessity to allow the
preparation of financial statements in accordance with the accounting practises adopted in Brazil,
in which the revenues and expenses of the company are only recognised in accordance with the
authorization of our management, and (iii) provide reasonable guarantee related to the prevention
or detection   and impediment of unauthorized sale of Company assets which could have a
significant effect on the financial statements.


b.   Deficiencies and recommendations on internal controls included in the independent auditor’s
     report


     In the financial statements for the fiscal year ended on December 31, 2008, 2009 and 2010
there are no exceptions pointed out by the Company´s independent auditors.


     We present, below, the recommendations made by the independent auditors about our external
controls.


     The Company´s property, plant and equipment system was not supporting the quantity of
items, due to the amendments to Law 11.638, and it is necessary to replace it with another. This
substitution occurred in November 2009.


     Lack of an information security policy. The policy was prepared and planned to be
implemented in the first quarter of this year (2010).


     The banking financing control system was not supporting the quantity of financings. The
current system is in replacement phase, and the new system will be operational in the first quarter
of this year (2011)


10.7. If the Company held a public offering of securities the executive officers must
     comment on:


a.   How funds raised in the offering were used


     In the first issue of Company debentures on October 6, 2009, the funds raised in the offering
were allocated to the lengthening of liabilities, which was mainly represented by bank credit notes.


     In the issue of.     on June 24, 2010, the funds raised were allocated, mainly, to the
lengthening of liabilities and also to cash injection, given that this operation was carried out
before the issue of debentures with final term of 84 months after the issue of promissory notes.
     The Company went public on April 22, 2010 and funds raised in the IPO were mainly
allocated to the strengthening of the company´s financial position, to support the expected
growth in the next few years.


     In the third issue of debentures carried out by the Company on December 14, 2010, with
                                       th     th           th
amortizations at the end of the 4 , 5              and 6        years, the funds raised in the offering were
allocated to the lengthening in the amortization schedule through the settlement of dividends,
with shorter terms and to the Company´s working capital reserve.


b.   If there is material mismatches between the effective use of funds and the proposed
     application disclosed in the prospectuses of the respective distribution


     Not applicable to the Company.


c.   If there is misuse, the reasons for such misuse
     Not applicable to the Company.


10.8. Our Executive Officers’ comments on:


a.   The assets and liabilities held by the Company, directly or indirectly, that do not appear in
     the balance sheet (off-balance sheet items), such as:


     i. Operational leasing, assets and liabilities


     ii. Receivable portfolios written-off for which the company has risks and responsibilities


     iii. Indicating respective liabilities


     iv. Future contracts for the purchase and sale of products or services


     v. Contracts for constructions in progress


     vi. Future financings agreements


     The Company does not have assets and liabilities not included in the balance sheet.


b.   Other items not included in the financial statements


     There are no assets and liabilities which were not included in our financial statements.
     10.9. In relation to each one of the items not included in the financial statements
indicated in item 10.8, management must comment on:


a.   How these items can change or could come to change revenues, expenses, operational
     result, financial expenses, or other items of the Company´s financial statements;


b.   Nature and purpose of the operation;


c.   Nature and the amount of assumed obligations and rights generated in favour of the
     Company due to the operation;


     There are no assets or liabilities which are not included in our financial statements, balance
sheets and income statement.




10.10. Management must indicate and comment on the main elements of our business
plan, particularly on the following topics:


a.   investments, including:


     i. quantitative and qualitative description of the investments in progress and expected
     investments


          We are constructing an intermodal terminal located in the city of Itaquaquecetuba, in the
     state of São Paulo, the area of which comprises of approximately 500,000 m² and the
     investment is being executed in installments. The Center has already received investments
     accumulated since the beginning of construction works until the end of 2010 in the amount of
     R$39.2 million, of which R$17, 6 million in 2010. It is expected that the first phase of this
     investment will be completed by the first quarter of 2011. Our investment plan also includes
     the acquisition of movable assets, basically light and heavy vehicles, machinery and
     equipment used in the expansion of the Company’s operations.


     ii. sources of financing for investments


          The Company expects to obtain up to 80% of the funds from BNDES financing under the
     FINEM type, with a term of up to 10 years, and the remaining investment amount will be financed
     with the company’s own funds.


     iii. relevant divestments in progress and expected divestments


         Not applicable.
b.   Since it has already been disclosed, to indicate the acquisition of plants, equipment,
     patents and other assets that must materially influence our production capacity


     With the startup of the operations in the Itaquaquecetuba terminal, we must increase our
storage and distribution operations mainly in the state of São Paulo. Our operations will be
expanded in Management, Outsourcing and Dedicated Services segments with the increase of
the fleet.


c.   new products and services, indicating:


     i. Description of the research in progress already disclosed


     ii. total amount of expenses with research for the development of new products and
     services


     iii. projects under development already disclosed


     iv. total amount of expenses with new products and services development


     Not applicable to the Company.




10.11 Comments on other factors significantly impacting the operating performance and
not identified or commented in other items of this section.


     There are no other facts which materially impacted the operating performance of the
Company and had not been identified or commented on in the other items of this section 10.
                                                 ANNEX III



     GENERAL MEETING AND MANAGEMENT – ITEMS 12.6 TO 12.10 FROM THE
                          REFERENCE FORM


12.6.      Information on Management and Members of the Fiscal Council

Board of Directors
                                            Individual
                                            Taxpayer’s ID   Date of last   Date of       Term of Elected by
Name                   Age      Position    (CPF)           election       investiture   office  controller
Fernando                                                                                 2011
 Antonio Simões ...... 43       Chairman    088.366.618-90 11/30/2009      11/30/2009    AGM     Yes
Fernando Antonio                Board                                                    2011
 Simões Filho .......... 23     Member      329.852.458-18 11/30/2009      11/30/2009    AGM     Yes
                                Independent
                                Board                                                    2011
Alvaro Pereira Novis . 67       Member      024.595.407-44 03/10/2010      03/10/2010    AGM     Yes
                                Board                                                    2011
Adalberto Calil .......... 60   Member      277.518.138-49 11/30/2009      11/30/2009    AGM     Yes
                                Independent
                                Board                                                    2011
David Barioni Neto .... 52      Member      012.237.358-85 11/30/2009      11/30/2009    AGM     Yes




The professional qualification of our board members, as well as other positions they eventually
held in the Company, are described in their résumés in item 12.8 “a” below.



12.7.      Information on the Company’s Committees

Since September 2010 JSL has a Financial and Procurement Committee, which supports the
Board of Directors in the analysis of decisions on issues related to the finance and supply
areas. Said committee does not have decision-making powers, and it is composed by four
members, two of them are Board of Directors’ members: Fernando Antonio Simões Filho and
Álvaro Pereira Novis (independent member), and two are Company's executives: Denys Marc
Ferrez and Mauro Postali. Therefore, it is worth pointing out that the Board of Directors is
exclusively in charge of authorizing eventual financial operations involving derivatives, securities
issuance or borrowings pegged to foreign currencies.



12.8. Members of the Board of Directors, Board of Executive Officers and Fiscal
Council

a.         résumés

Board of Directors

Fernando Antonio Simões, 42 years old. Mr. Simões has worked with Julio Simões since 1981.
He is currently the Chairman of the Board of Directors and CEO of the Company.

Fernando Antonio Simões Filho, 23 years old. Mr. Simões Filho is a member of the board of
directors. He joined us in 2003, working as an adviser to the CEO for five years and as an officer
for one year. Mr. Simões Filho is currently the CEO of Rede de Concessionária de Veículos Leves
e Pesados and also of Ribeira Imóveis, subsidiaries of Simpar S.A. He is also a member of the
Board of Directors of SERB - Saneamento e Energia Renovável do Brasil S.A.

Adalberto Calil, 60 years old. Mr. Calil holds a law degree from Pontifícia Universidade Católica
de São Paulo in 1973. He is a founding partner of the law firm Radi, Calil e Associados, where he
has practiced since 1974 with a focus on corporate and tax law. He has served as a legal adviser
to companies in various industries, including the chemical, paper, forestry, transportation and
logistics, ceramics, metallurgy, port and hospital industries. He was a member of the Board of
Directors of Satipel Industrial S/A from April 2006 through April 2008. He has been a member of
the Board of Directors of the privately-held company Píer Mauá S/A since 2006. He is currently a
member of the Company’s Board of Directors.

David Barioni Neto, 52 years old. Mr. Barioni holds a degree in business administration, with a
specialization in finance, from FEA. He was vice president at the airline Gol for seven years and
president at the airline TAM two years. He is a member of the strategic council at the São Paulo
State Industrial Federation (Federação das Indústrias do Estado de São Paulo), or FIESP, the
Ayrton Senna Foundation and the Dom Cabral Foundation and is JSL’s independent board
member. He is the current CEO of Grupo Facility S.A.

Alvaro Pereira Novis, 67 years old. Mr. Novis holds a degree in economics and public
administration from Fundação Getulio Vargas. He worked for 15 years at BankBoston, having
reached the position of vice-president of the bank’s national division in Brazil. He also worked for 8
years as an officer of Banco Iochpe de Investimentos, leading its association with Bankers Trust
and acting as president of the resulting financial institution Banco Iochpe Bankers Trust for four
years. He was officer of the National Association of Investment Banks (ANBID) and the Brazilian
Federation of Banks (Febraban). In 1992, he joined Organização Odebrecht, and has taken
several positions since then in financial areas of companies related to the group,. In 1998 he took
over as the Vice-CFO of the group’s holding Odebrecht S.A. He has an 18-year experience in
Odebrecht’s financial area, actively participating in Brazil and other countries, specially preparing
and concluding several project finances that enabled infrastructure investments in the
transportation, electric power, sanitation and oil and gas industries. He led funding operations in
domestic and foreign capital markets both in fixed and in variable income (IPOs). Mr. Novis has
participated in several mergers and acquisitions, especially in the petrochemical and public utility
sectors. As Vice-CFO of Odebrecth S.A., he was member of Braskem’s Board of Directors and
Coordinator of the Financial and Investment Committee of this Board, of ETH Bioenergia S.A. da
Foz do Brasil S.A and of Odebrecht Óleo & Gás. He was the Vice-Chairman of the Deliberative
Board of Odeprev-Odebrecht for 10 years. He is currently a member of the Board of Directors of
ODBINV S.A. Holding of Organização Odebrecht, of JSL S.A. and coordinator of its Financial and
Supply Committee, of Caixa Geral de Depósitos Brasil and the American Chamber of Commerce
(AMCHAM), as Vice-Chairman of its Board. As shareholder of Valora Gestão de Investimentos
Ltda – VGI, he is the Chairman of its Board of Directors.


b.     description of any of the following events that may have taken place during the past 5
years:

i.      any criminal charge

ii.     any conviction in administrative proceeding filed at the CVM and penalties applied

iii.   any convictions made final and unappealable, in the legal or administrative scope that
has suspended or disabled the practice of a professional or any commercial activities



There is no criminal charge, any conviction in administrative proceeding filed at CVM, nor any
conviction made final and unappealable that has prevented any members of the Board of
Directors and Board of Executive Officers from carrying out professional activities.
12.9.   Marital Relation, Steady Union or Kinship

Board Member Mr. Fernando Antonio Simões Filho is son of controlling shareholder Mr. Fernando
Antonio Simões, who is the current Company’s CEO and Chairman of the Board of Directors.

Siblings Mr. Fernando Antonio Simões, Ms. Jussara Elaine Simões, Ms. Solange Maria Simões
Reis and Ms. Marita Simões, are the Company’s controlling shareholders, direct or indirectly, in
this case, by means of Simpar S.A.



12.10. Subordination, Service Provision or Control Relations Held in the Past 3 Fiscal
Years between the Company’s Management and:

a.      a Company’s direct or indirect subsidiary

Mr. Fernando Antonio Simões, Company’s CEO and Chairman of the Board of Directors, is a
controlling shareholder of Transportadora Grande ABC Ltda., CS Brasil Transportes de
Passageiros e Serviços Ambientais Ltda., J.P. Tecnolimp S.A., MogiPasses Comércio de Bilhetes
Eletrônicos Ltda., São José Passes Comércio de Bilhetes Eletrônicos Ltda., Consórcio 123,
Yolanda Logística, Armazém, Transportes e Serviços Gerais Ltda. and Riograndense Navegação
Ltda. Additionally, Mr. Fernando Antonio Simões is a controlling shareholder of Original Veículos
Ltda., of Avante Veículos Ltda., of Ponto Veículos Ltda. and Corretora de Seguros Vintage Ltda.,
which were Company's subsidiaries up to 2009.



b.      Company’s direct or indirect controlling shareholders

Mr. Adalberto Calil, member of the Company’s Board of Directors and partner of the Radi Calil
Advogados law firm, was hired by the Company to be responsible for all civil and tax litigations
and civil, corporate and tax advisory services.


c.      if relevant, suppliers, clients, debtors or creditors of the Company or its subsidiaries or
subsidiaries of some of these parties

There is no relation between the Company's Management and its clients, suppliers, debtors or
creditors.
                                                 ANNEX IV


     MANAGEMENT COMPENSATION – ITEM 13 FROM THE REFERENCE FORM


13.1.   Description of policies or practices for the compensation of members of the Board of
Directors, Board of Executive Officers, Fiscal Council and Committees

a.      Purposes of the compensation policy or practices

The main purpose of the Company’s compensation policy is to attract and retain highly-qualified
professionals in its Board of Directors and Statutory and Non-Statutory Board of Executive Officers,
providing good performance and alignment of their members to the Company’s objectives.

Board of Directors

The compensation of the Board of Directors comprises 12 monthly and fixed installments as pro-labore.
Fernando Antonio Simões, who hold both positions of Chairman of the Board of Directors and Chief
Executive Officer, but does not receive remuneration as member of the Board of Directors.

Statutory Board of Executive Officers

The fixed portion of the compensation to the members of the Statutory Board of Executive Officers
comprises 12 fixed, monthly installments as pro-labore. The variable portion of the compensation (bonus),
when applicable, is established to each member severally and depends on the accomplishment of specific
goals of their departments and those of the Company. The proportion of Company’s goals used to calculate
the variable portion of the compensation is established according to the member’s position.

In addition to the compensation described above, the members of this board can become part, at their own
expenses, of health and dental plans under more favorable conditions as those practiced by the market, due
to partnerships between the Company and the management of these plans. It is worth noting that the
Company does not incur expenses relating to this benefit, except for some of the board’s members to whom
the Company pays the full health care amounts. Moreover, the company is studying the possibility of
offering a special, optional family plan to the members of the Statutory Board of Executive Officers,
partially financed by the Company.



Non-Statutory Board of Executive Officers

The fixed portion of the compensation to the members of the Non-Statutory Board of Executive Officers
follows the rules of the Consolidation of Labor Laws (CLT). The variable portion of the compensation,
when applicable, is established to each member severally and depends on the accomplishment of specific
goals of their departments and those of the Company. The proportion of Company’s goals used to calculate
the variable portion of the compensation is established according to the member’s position.

In addition to the compensation described above, the members of this board can become part of health and
dental plans under more favorable conditions as those practiced by the market, due to partnerships between
the Company and the management of these plans. It is worth noting that the Company does not incur
expenses relating to this benefit. The Company finances part of health plan costs. Moreover, the company is
studying the possibility of offering a special, optional family plans to the members of the Non-Statutory
Board of Executive Officers, partially financed by the Company.
Financial & Supply Committee

The Financial and Supply Committee is a board without decision-making powers composed of four
members, two of them are members of the Statutory Board of Executive Officers and the other two,
members of the Board of Directors. The board also has an independent member, the only one to receive
compensation for his/her participation, which comprises fixed monthly installments as pro-labore.

b.          breakdown of the compensation, including

i.          description and objective of each compensation element

Fixed compensation: It comprises the base pay, received by the members of the Board of Directors and
Statutory and Non-Statutory Board of Executive Officers. The objective of this type of compensation is to
recognize the importance of the position and its responsibilities. It also complies with the market’s general
conditions.

Variable compensation: It comprises the bonus received by some members of the Statutory and Non-
Statutory Board of Executive Officers. The main objective of this type of compensation is to motivate and
award the achievement of corporate goals, as well as the achievement of individual, pre-established goals.
Moreover, Non-Statutory Executive Officers are also entitled to the Employee Profit Sharing Program,
according to the Collective Bargaining Agreement established with the professional union.

Benefits: The Company provides a vehicle to some members of the Statutory Board of Executive Officers,
which should be used exclusively for businesses related to the Company’s activities and the related expenses
are paid by the Company. The Company pays health care expenses to some of its members and, as
mentioned above, it offers to other the members optional health and dental plans under more favorable
conditions as those practiced by the market, due to partnerships between the Company and the management
of these plans. It is worth noting that, for Statutory Executive Officers, the cost of those plans is fully
covered by the members and the Company does not incur expenses relating to this benefit. On the other
hand, the Company finances part of health plans expenses for the Non-Statutory Board of Executive
Officers. Moreover, the company is studying the possibility of offering a special, optional family plan to the
members of the Statutory and Non-Statutory Board of Executive Officers, partially financed by the
Company.



ii.         what is the percentage of each element in the total compensation

                                                                                          Non-
                                                                 Statutory              Statutory
                                                                 Board of               Board of
Breakdown of the                           Board of              Executive              Executive                  Financial & Supply
compensation (%)1,2                        Directors              Officers               Officers                      Committee

Fixed compensation                          100.0%                  77.9%                 95.1%                         100.0%
Variable compensation                          N/A                  21.4%                  4.1%                           N/A
Benefits                                       N/A                  0.7%                   0.8%                           N/A
Share-based compensation
                                               N/A                   N/A                    N/A                           N/A
Total                                       100.0%                 100.0%                100.0%                         100.0%

¹ The percentages shown above do not take into consideration the INSS and other charges incurred by the Company.
*Base: 2010 Fiscal Year
iii.    calculation and adjustment methodology for each of the compensation elements

The overall compensation of the members of the Board of Directors and the Statutory Board of Executive
Officers, including the adjustment, is annually established at the General Shareholders’ Meeting. Regarding
the members of the Non-Statutory Board of Executive Officers, amounts are annually adjusted based on the
rate agreed with the professional union.



iv.     reasons that justify salary breakdown

The compensation model used by the Company aims to reflect the position’s responsibilities, market
practices and competitiveness to meet its strategic needs and attract, retain and motivate highly qualified
professionals.



c.     main performance indicators that are taken into consideration when determining each
compensation component

The variable compensation of the Statutory and Non-Statutory Board of Executive Officers takes into
consideration the Company’s strategic planning, which comprises the financial results of areas under the
Management responsibility, and the Company’s overall financial results, such as billing and profitability,
as well as operating indicators, such as customers’ satisfaction, accident control, employees’ turnover
level, among others.

d.      how compensation is structured to reflect the evolution of performance indicators

As described in item 13.1.c, the Management variable compensation depends on the Company’s annual,
economic-financial and operating performance, based on pre-determined goals, and is reference for the
payment of bonus to the members of the Statutory and Non-Statutory Board of Executive Officers.

e.      how the compensation policy or practice is in line with our short-, medium- and long-term interests

The Company’s compensation practice is structured to motivate the Management to continue aligned to
the Company’s objectives and seeks for the accomplishment of the goals established by the Board of
Directors. The fixed portion of the compensation aims at recognizing the positions and contributing to
retain the Management, providing the Company with more stable and qualified activities. The variable
portion, which provides the Executive Officers with financial compensation according to the
accomplishment of goals, aims at aligning the Company’s and the Executive Officers’ objectives in the
ongoing pursuit of increased efficiency and profitability.

f.       existence of compensation supported by subsidiaries, controlled companies or direct or indirect
controlling shareholders

There is no existence of compensation supported by subsidiaries, controlled companies or direct or indirect
controlling shareholders

g.       existence of any compensation or benefit related to specific corporate events, such as the change
in the Company's control

The Company entered into an indemnification agreement, for fixed term, with one of its managers, in case
of termination, extinction of position or area due to the merger or sale of Company control.
13.2.     Compensation of the Board of Directors, Fiscal Council and Board of Executive Officers in
the last three years

                                                                                     Statutory Board
                                                               Board of                of Executive
 2009¹                                                         Directors³                Officers                  Total
 Number of members²                                                N/A                      6.42                    6.42
 Annual fixed compensation (R$)                                    N/A                 2,812,300.00            2,812,300.00
      Compensation or pro-labore                                   N/A                 2,770,631.00            2,770,631.00
      Direct and indirect benefits                                 N/A                   41,669.00               41,669.00

    Compensation for the participation in                          N/A                      N/A                     N/A
 committees
      Other                                                        N/A                      N/A                     N/A

 Variable compensation (R$)                                        N/A                  141,607.20              141,607.20
      Bonus                                                        N/A                  141,607.20              141,607.20
      Employee profit sharing                                      N/A                      N/A                     N/A

      Compensation due to participation in meetings                N/A                      N/A                     N/A

      Commissions                                                  N/A                      N/A                     N/A

      Other                                                        N/A                      N/A                     N/A

 Post-employment benefits                                          N/A                      N/A                     N/A
 Benefits due to interruption in the exercise of
 the position                                                      N/A                      N/A                     N/A
 Share-based compensation                                          N/A                      N/A                     N/A
 Amount per compensation body                                      N/A                 2,953,907.20            2,953,907.20
¹ The amounts shown above do not take into consideration the INSS and other charges incurred by the Company.
²Calculated based on the annual average of the number of members of each body, calculated on a monthly basis, as set forth in CVM /
SEP Official Letter no 03/2010.
³Even though our Board of Directors was established on November 30, 2009, we did not approve compensation for board members that year.
                                                                                     Statutory Board
                                                                Board of               of Executive
 2010¹                                                          Directors                Officers                  Total
 Number of members²                                                3.75                     8.58                   12.33
 Annual fixed compensation (R$)                                571,963.36              5,513,900.88            6,085,864.24
      Compensation or pro-labore                               541,963.36              5,464,941.36            6,006,904.72
      Direct and indirect benefits                                 N/A                  14,459.52                14,459.52

    Compensation for the participation in                       30,000.00                   N/A                  30,000.00
 committees
      Other                                                        N/A                   34,500.00               34,500.00

 Variable compensation (R$)                                        N/A                  1,500,427.00           1,500,427.00
      Bonus                                                        N/A                  1,500,427.00           1,500,427.00
      Employee profit sharing                                      N/A                      N/A                     N/A
     Compensation for the participation in                         N/A                      N/A                     N/A
 meetings
      Commissions                                                  N/A                      N/A                     N/A

      Other                                                        N/A                      N/A                     N/A

 Post-employment benefits                                          N/A                      N/A                     N/A
 Benefits due to interruption in the Exercise of
 the position                                                      N/A                      N/A                     N/A
 Share-based compensation                                          N/A                      N/A                     N/A



 Amount per compensation body                                  571,963.36              7,014,327.88            7,586,291.24
¹ The amounts shown above do not take into consideration the INSS and other charges incurred by the Company.
²Calculated based on the annual average base of the number of members of each body, calculated on a monthly basis, as set forth in
CVM / SEP Official Letter no 03/2010.
                                                                                    Statutory Board
                                                               Board of               of Executive
                      1,3
 Expected for 2011                                             Directors                Officers                  Total
 Number of members²                                               5.00                    14.25                   19.25
 Annual fixed compensation (R$)                              1,130,400.00            11,751,542.47             12,881,942.47
      Compensation or pro-labore                              942,000.00             11,254,800.00             12,196,800.00

      Direct and indirect benefits                                 N/A                 496,742.47               496,742.47

    Compensation for the participation in                      188.400.00                  N/A                  188,400.00
 committees
      Other                                                        N/A                     N/A                     N/A

 Variable compensation (R$)                                       N/A                 1,500,000.00             1,500,000.00
      Bonus                                                       N/A                 1,500,000.00             1,500,000.00
      Employee profit sharing                                      N/A                     N/A                     N/A
     Compensation for the participation in                         N/A                     N/A                     N/A
 meetings
      Commissions                                                  N/A                     N/A                     N/A

      Other                                                        N/A                     N/A                     N/A

 Post-employment benefits                                         N/A                      N/A                     N/A

 Benefits due to interruption in the exercise of                  N/A                      N/A                     N/A
 the position
 Share-based compensation                                         N/A                      N/A                     N/A




 Amount per compensation body                                1,130,400.00            13,251,542.47             14,381,942.47
¹ The amounts shown above do not take into consideration the INSS and other charges incurred by the Company.
²Calculated based on the annual average the number of members of each body, calculated on a monthly basis, as set forth in CVM /
SEP Official Letter no 03/2010.
³Estimates based on available information, subject to changes.



The Fiscal Council was not instated in the last three fiscal years.

13.3.       Variable compensation in the last three fiscal years and compensation expected for the current
year

                                                                                             Statutory
                                                                                             Board of
                                                                         Board of            Executive
 2009¹                                                                   Directors            Officer             Total
 Number of members²                                                         N/A                   3.00             3.00
 Bonus (R$)
      Minimum amount established in the compensation
      plan                                                                  N/A                    0                0
      Maximum amount established in the compensation
      plan                                                                  N/A             2,500,000.00       2,500,00.00
      Amount established in the compensation plan,
      should the goals established are accomplished                         N/A             2,500,000.00       2,500,00.00
Amount recognized in the Company's income                                   N/A              141,607.20         141,607.20
 Employee Profit Sharing (R$)
 Minimum amount established in the compensation plan                        N/A                   N/A              N/A
 Maximum amount established in the compensation plan                        N/A                   N/A              N/A
 Amount recognized in the Company's income                                  N/A                   N/A              N/A
¹ The amounts shown above do not take into consideration the INSS and other charges incurred by the Company.
² The number of members to whom the variable compensation was paid in the year.
                                                                                             Statutory
                                                                                             Board of
                                                                         Board of            Executive
 2010¹                                                                   Directors            Officers            Total
 Number of members²                                                         N/A                  6.00             6.00
 Bonus (R$)
        Minimum amount established in the compensation
        plan                                                                N/A                    0                0
        Maximum amount established in the compensation
        plan                                                                N/A             3,500,000.00       3,500,00.00
        Amount established in the compensation plan,
        should the goals established are accomplished                       N/A             3,500,000.00       3,500,00.00
Amount recognized in the Company's income                                   N/A             1,500,427.00       1,500,427.00
 Employee Profit Sharing (R$)
 Minimum amount established in the compensation plan                        N/A                  N/A               N/A
 Maximum amount established in the compensation plan                        N/A                  N/A               N/A
 Amount recognized in the Company's income                                  N/A                  N/A               N/A

¹ The amounts shown above do not take into consideration the INSS and other charges incurred by the Company.




² The number of members to whom the variable compensation was paid in the relating year.




                                                                                              Statutory
                                                                                              Board of
                                                                        Board of              Executive
 Expected for 20111                                                     Directors              Officers            Total
 Number of members²                                                         N/A                  12.00             12.00
 Bonus (R$)
      Minimum amount established in the compensation
 plan                                                                       N/A                    0                    0
      Maximum amount established in the compensation
 plan³                                                                      N/A             4,000,000.00        4,000,000.00
 Amount established in the compensation plan, should
 the goals established are accomplished                                     N/A             1,500,000.00        1,500,000.00
        Amount recognized in the Company's income                           N/A                  N/A                N/A
 Employee Profit Sharing (R$)
      Minimum amount established in the compensation
 plan                                                                       N/A                  N/A                N/A
        Maximum amount established in the compensation
 plan                                                                       N/A                  N/A                N/A
        Amount established in the compensation plan,
        should the goals established are accomplished*                      N/A                  N/A                N/A
        Amount recognized in the Company's income                           N/A                  N/A                N/A
¹ The amounts shown above do not take into consideration the INSS and other charges incurred by the Company.
² The expected number of members to whom the variable compensation will be paid in the year.




13.4.       Stock Option Plan

a.          General terms and conditions

On February 8, 2010, the Company’s General Shareholders’ Meeting approved the Stock Option Plan of
shares issued by the Company (“Stock Option Plan”), which establishes the general terms and conditions to
grant stock options issued by the Company to its managers, employees, service providers, and other
companies under its control. Specific conditions to grant and exercise the options by Company’s eligible
employees (“Beneficiaries”) will be set forth by the Company’s Board of Directors based on stock option
agreements (“Stock Option Agreement”) entered into between the Company and the Beneficiaries of the
Stock Option Plan. The Company has not executed any Stock Option Agreement after the Stock Option Plan
was approved.

b.       Key objectives of the plan

The objectives of the Stock Option Plan are: (a) foster the expansion, the success and the fulfillment of the
Company’s corporate objectives; (b) align the interests of the Company’s shareholders with those of its
managers, employees and service providers or other companies controlled by it; and (c) enable the Company
or other companies under its control to attract and maintain managers and employees.

c.       How the plan contributes to these objectives

The Stock Option Plan grants its participants the possibility to become shareholders, motivating them to
work aiming the optimization of all aspects that may value the Company. Moreover, taking into
consideration the options vesting terms, the Plan also contributed to retain the Beneficiaries at the Company.

d.       How the plan is included in the Company's compensation policy

The Company has a policy that values the employees’ individual merit, based on the achievement of
operating and financial goals and on individual performance. The Stock Option Plan is an instrument that
motivates the individual performance and commitment to corporate goals.

e.       How is the plan aligned with the Company’s short, medium and long term interests

The Stock Option Plan aligns the interests of the Management, the Company and its shareholders by means
of benefits, according to the performance of the Company’s shares. By means of the Stock Option Plan we
seek improved management and the permanence of our executive officers and employees, aiming at
achieving gains by being committed to long-term results and short-term performance. Moreover, the Stock
Option Plan aims at obtaining and maintaining senior executive officers, offering them, as additional
advantage, to become shareholders pursuant to the terms and conditions set forth in the Stock Option Plan.

f.       Maximum number of shares

Pursuant to the Stock Option Plan, participants can be granted stock options that do not surpass 5% of the
total shares issued by the Company, as long as the total number of shares issued, or which can be issued
according to the Stock Option Plan, is within the limits of the Company’s authorized capital.

g.       Maximum number of options to be granted

See item f above.

h.       Conditions for the acquisition of shares

The options can be exercised as long as they comply with the requirements and conditions set forth in the Stock
Option Plan and in the respective Agreements and respect the minimum term of 12 months as of the execution of
the correspondent Stock Option Agreement.

i.       Criteria to fix the acquisition or exercise price

The option can be exercised according to the price determined by our Board of Directors, respecting
the minimum price of the book value of shares issued by the Company, based on the last balance sheet
approved.

j.       Criteria to establish the exercise term

The options granted pursuant to the Stock Option Plan can only be exercised, totally or partially, after at
least 12 months as of the execution of the corresponding Stock Option Agreement, pursuant to the terms and
conditions established by the Board of Directors and the terms and conditions set forth in the respective
Stock Option Agreements.
k.            Settlement

The exercise price will be paid by the Beneficiaries in cash, pursuant to the conditions and terms established
by the Board of Directors.

l.            Restrictions to share transfer

While the exercise price is not paid in full, shares acquired with the exercise of the option, pursuant to the
terms of the Stock Option Plan, cannot be sold to third parties, except with the previous authorization of the
Board of Directors, case in which the product of the sale will be used mainly to fully pay the debt the
Beneficiary has with the Company.

m.            Criteria and events that, when verified, will cause suspension, alteration or cancellation of the
plan

Any legal and significant change in the rules of corporations, publicly-held companies and/or tax effects of a
stock option plan, may cause the full revision of the Stock Option Plan.

n.       Effects of the exit of the administrator from the Company’s bodies on his rights provided for in
the share-based compensation plan

In case of the Beneficiary’s withdrawal due to dismissal or termination of the service agreement, without or
without cause, waiver or dismissal, retirement, permanent disability or death, the rights granted to him/her
according to the Stock Option Plan can be extinguished or changed, pursuant to the provisions set forth in
the Stock Option Agreement.



13.5.         Shares held by the Management

                                                  Direct Interest                                               Indirect Interest
                                     Common             Preferred            % of Total        Common              Preferred           % of Total
 Seta Participações S.A.             Shares              Shares               Capital           Shares              Shares              Capital
 Members of the Board
 of Directors                       4,410,200                0                 20.0%               0                   0                  0.0%


                                                            Direct Interest                                          Indirect Interest
                                            Common           Preferred          % of Total        Common             Preferred           % of Total
 Julio Simões Participações S.A.             Shares           Shares             Capital           Shares             Shares              Capital
 Members of the Board of
 Directors                       40,924,800                      529,200            47.0%               0            4,410,000              5.0%


                                                             Direct Interest                                           Indirect Interest
                                             Common              Preferred          % of Total         Common              Preferred        % of Total
 JSL S.A.                                     Shares              Shares             Capital            Shares              Shares           Capital
 Members of the Board of
 Directors¹                                 26,563,327               0                 13.4%           53,560,083              0               26.9%
 Members of the Board of
 Executive Officers¹                           4,891                 0                 0.0%                 0                  0                 0.0%
     ¹In order to avoid duplicity, if a manager is member of the Board of Directors and of the Statutory Board of Executive Officers, the corresponding
     amounts are shown as Board of Directors.
                                                                  Direct Interest                      Indirect Interest
 CS Brasil Transporte de Passageiros e                                       % of Total                              % of Total
 Serviços Ambientais Ltda.                                Quotas              Capital              Quotas             Capital
 Members of the Board of Directors                           13                 0.0%             166,100,482           40.3%
                                                 Direct Interest           Indirect Interest
                                                          % of Total                  % of Total
Transportadora Grande ABC Ltda.            Quotas          Capital      Quotas         Capital
Members of the Board of Directors            1               0.0%      15,408,773       40.3%


                                                 Direct Interest           Indirect Interest
Yolanda Logística Armazém Transporte                      % of Total                  % of Total
e Serviços Gerais Ltda.                    Quotas          Capital      Quotas         Capital
Members of the Board of Directors            1               0.0%       60,428           40%


                                                 Direct Interest           Indirect Interest
                                                          % of Total                  % of Total
Original Veículos Ltda.                    Quotas          Capital      Quotas         Capital
Members of the Board of Directors         2,625,031          13.5%     7,478,347        38.5%


                                                 Direct Interest           Indirect Interest
                                                          % of Total                  % of Total
Avante Veículos Ltda.                      Quotas          Capital      Quotas         Capital
Members of the Board of Directors         2,864,032          13.5%     8,159,226        38.5%



                                                 Direct Interest           Indirect Interest
                                                          % of Total                  % of Total
Ponto Veículos Ltda.                       Quotas          Capital      Quotas         Capital
Members of the Board of Directors         401,262            13.4%     1,158,740        38.6%


                                                 Direct Interest           Indirect Interest
                                                          % of Total                  % of Total
Corretora de Seguros Vintage Ltda.         Quotas          Capital      Quotas         Capital
Members of the Board of Directors          33,786            13.4%      97,566          38.6%


                                                 Direct Interest           Indirect Interest
                                                          % of Total                  % of Total
Ribeira Imóveis Ltda.                      Quotas          Capital      Quotas         Capital
Members of the Board of Directors            1               0.0%      19,954,297       52.0%


                                                 Direct Interest           Indirect Interest
Transrio Caminhões, Ônibus, Máquinas                      % of Total                  % of Total
e Motores Ltda.                            Quotas          Capital      Quotas         Capital
Members of the Board of Directors         2,141,494          13.5%     6,100,834        38.5%


                                                 Direct Interest           Indirect Interest
Work Container Ind. de Transf. Plástica                   % of Total                  % of Total
Ltda                                       Quotas          Capital      Quotas         Capital
Members of the Board of Directors            0               0.0%      5,183,626        52.0%


                                                 Direct Interest           Indirect Interest
Original -Cate - Central de                               % of Total                  % of Total
Assist.Técnica de Equip.Ltda.              Quotas          Capital      Quotas         Capital
Members of the Board of Directors            0               0.0%       285,999         52.0%


                                                 Direct Interest           Indirect Interest
                                                          % of Total                  % of Total
Original Motos Ltda.                       Quotas          Capital      Quotas         Capital
Members of the Board of Directors            0               0.0%       415,063         51.9%
13.6.       Stock Option Plan recognized in the last three years

The Company did not have a Stock Option Plan in the years ended December 31, 2010, 2009 and 2008.
The General Shareholders’ Meeting, held on February 8, 2010, approved a Stock Option Plan of shares
issued by the Company, whose main terms and conditions are summarized in item 13.4 above.



13.7.       Outstanding Stock Options

Stock options had not been granted until the preparation date of this Reference Form.



13.8.       Options exercised

Not applicable, according to item 13.7 above.



13.9.       Relevant information on the Stock Option Plan

Not applicable.



13.10. Private Pension Plans of the Members of the Board of Directors and Board of Executive
Officers


On the date this Reference Form was prepared, our Management did not have any private pension plan.

13.11. Average Compensation of the Board of Directors and Board of Executive Officers in the last
three fiscal years

                                                                                                              Statutory
                                                                                                              Board of
                                                                                                              Executive
2009¹                                                                           Board of Directors             Officers
Number of members² ..........................................................          N/A                      6.42
Higher individual compensation (R$) .................................                  N/A                   575,794.00
Lower individual compensation³ (R$).................................                   N/A                   379,440.00
Average individual compensation4 (R$) .............................                    N/A                   328,211.91
¹The amounts above include and do not take into consideration the INSS and other charges incurred by the Company.
²Calculated based on the annual average the number of members of each body, calculated on a monthly basis, as set forth in CVM / SEP Official Letter
no 03/2010.
³Except the compensation of the members of the Statutory Board of Executive Officers who worked less than 12 months in 2010, as specified in
CVM/SEP Official Letter no. 03/2010. For the Board of Directors, the amount was “zero” given that this body was created in November 2009 but its
members were compensated as of April 2010 only. Therefore, the members of the Board of Directors were compensated for less than 12 months and
were not included in the analysis.
4
  According to CVM / SEP Official Letter no. 03/2010.
                                                                                                              Statutory
                                                                                                              Board of
                                                                                                              Executive
2010¹                                                                           Board of Directors             Officers
Number of members² ..........................................................         3.75                      8.58
Higher individual compensation (R$) .................................              166,963.36               1,612,000.00
Lower individual compensation³ (R$).................................                  0.00                   504,000.00
Average individual compensation4 (R$) .............................                152,523.56                817,203.25
¹The amounts above include and do not take into consideration the INSS and other charges incurred by the Company.
²Calculated based on the annual average the number of members of each body, calculated on a monthly basis, as set forth in CVM / SEP Official Letter
no 03/2010.
³Except the compensation of the members of the Statutory Board of Executive Officers who worked less than 12 months in 2010, as specified in
CVM/SEP Official Letter no. 03/2010. For the Board of Directors, the amount was “zero” given that this body was created in November 2009 but its
members were compensated as of April 2010 only. Therefore, the members of the Board of Directors were compensated for less than 12 months and
were not included in the analysis.
4
  According to CVM / SEP Official Letter no. 03/2010.
13.12. Compensation or indemnification mechanisms for the Management when removed from
office or retired

There are contractual agreements that provide for the indemnification of the Company’s Management
when removed from office. The amount for such indemnification is approximately R$375.0 thousand.



13.13. For the last three fiscal years, indicate the percentage of total compensation of each body, as
recognized in the result of the Company, related to each member of the Board of Directors, statutory
board of executive officers or fiscal council that is either a direct or indirect controller, according to
applicable accounting rules

                             Body                                      2009           2010
                             Board of Directors¹                       N/A           23.6%
                             Statutory Board of Executive
                             Officers                                  0.0%          22.8%
¹Bodies created in November 2009, however without compensation approved for their members.

The Fiscal Council was not instated in the last three fiscal years.

13.14. For the last 3 fiscal years, indicate the amounts recognized in the Company’s income, paid to
members of the Board of Directors, Statutory Board of Executive Officers or Fiscal Council, broken
down by body, for any reason not related to their position, i.e. commissions and consulting or advisory
services

Not applicable.



13.15. For the last 3 fiscal years, indicate the amounts recognized in the results of direct or indirect
controllers, corporations under common control or the Company’s subsidiaries, of compensation to
members of the Board of Directors, Statutory Board of Executive Officers or Fiscal Council of the
Company, by body, specifying the type of payment and to whom it was paid

The Company’s Parent Company, Simpar S.A., recognized the amount of R$60,000.00 in its 2009
income for the year as pro-labore of the members of the Company’s Board of Directors. The
Company’s Parent Company, Simpar S.A., recorded R$330,000.00 in its 2010 income for the year as
pro-labore and R$245,565.63 as salary to the members of the Company’s Board of Directors.



13.16.    Other material information

There is no other material information relating to this item.
                                             ANNEX V

             Copy of the Bylaws highlighting the proposed amendments
                In compliance with Article 11, I of CVM Rule 481/09

                                         JSL S.A. BYLAWS



                                             CHAPTER I

                         NAME, HEADQUARTERS, OBJECT AND TERM

Article 1 – JSL S.A. (“Company”) is a business corporation to be governed by these Bylaws, by
the applicable legislation and the Regulation of Listing at the New Market (“New Market
Regulation”) of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”).

Article 2 – Company has its headquarters and forum located in the City of São Paulo, State of São
Paulo, at Avenida Angélica, 2346, parte B do escritório nº 161, 16º andar, Edifício New England,
Consolação, CEP 01228-200.

Sole Paragraph – Company may, by resolution of the Board of Executive Officers, open and close
branches, agencies, warehouses, offices and any other establishments, in the country or abroad,
observed the provisions of these Bylaws.

Article 3 – Company has as object (i) the exploitation of the following services: road transportation
of cargo, including, but not limited to, hygiene and health products, cosmetics, perfumes,
medicines, pharmaceutical and/or pharmachemical inputs, including those subject to special
control, household cleaners, biological material and food in general and collective of passengers, at
the Municipal, State, Federal and International scopes; storage of cargos; exploitation of customs
clearances and public customs warehouse; provision of specialized convoy services to its own
vehicles and to vehicles of third parties used at the transport of indivisible and exceeding cargos
with respect to weight or size and others that due to its risk depend on authorization and convoy in
transport; port operations in compliance with law 8.630/93; storage of cargos for export; freight
and surface touristic transport; logistics; operation of bus terminals; operation and maintenance of
parking lot for vehicles; operation and maintenance of landfills and trash and residues in general
incineration; collection and transport of home and commercial waste and hazardous and non-
hazardous materials, including, but not limited to, biological and industrial waste; public cleaning of
streets, public routes and real estate in general, public or private (lands, buildings, etc., including
sweeping, manual, mechanic and chemical weeding, graze, pruning and removal of trees, execution
and preservation of green areas, cleaning and maintenance of sewer, runlets, rivers and channels);
provision of mechanic and/or manual services, of agropecuary and forest nature in rural real
estates; operation e exploitation of tool booths in highways; preservation, maintenance and
implementation of highways; civil works in general; water supply and basic sanitation (collection
and treatment of sewers and industrial effluents); measurement and collection off water supply,
collection and treatment of sewer services carried out by third parties; as well as (ii) lease of
vehicles, machines and equipments of any nature; (iii) the marketing of plastic containers, plastic
trash cans; marketing (purchase and sale) of light and heavy vehicles, new and used machines and
equipments in general; provision of fleet administration, management and maintenance services
(preventive and corrective); business intermediation, contracts and chattel, and may, further; (iv)
participate in other companies, as partner or shareholder. It is expressly established that the
storage activity of cargos set forth at the corporate object, shall not be performed by the SERRA
branch – State of Espírito Santo, located at Av. Carapebus, nº 129 – sala 01, Bairro Jardim Limoeiro
– CEP 29164-079, enrolled with the CNPJ [Corporate Taxpayer's Registry] 52.548.435/0010-60.

Article 4 – The term of the Company is undetermined.

                                            CHAPTER II

                       CAPITAL STOCK, SHARES AND SHAREHOLDERS

Article 5 – The capital stock of the Company, totally subscribed and paid-in, is of is six hundred and
seventeen million, fifty-four thousand, six hundred and twenty-seven Reais (R$ 617,054,627.00),
divided in a hundred and ninety-eight million, eight hundred and eighty-nine thousand, six hundred
and fifty-six (198,889,656)ordinary, nominative shares without face value.

Paragraph 1 – The capital stock of the Company shall be represented, exclusively, by nominative
ordinary shares.

Paragraph 2 – Each nominative ordinary share gives right to one vote at the resolutions of the
General Meetings of the Company.

Paragraph 3 – All shares of the Company are book entry shares and shall be kept in a deposit
account, on the name of their holders, in a financial institution authorized by the Securities and
Exchange Commission (“SEC”) with whom the Company keeps a custody agreement in force,
without the issuance of certificates. The depositary institution may charge from the shareholders
the cost of the service of transfer and registry off ownership of the book entry shares, as well as
the cost of the services related to the shares under custody, observed the maximum limits
established by SEC.

Paragraph 4 – It is prohibited the issuance by the Company of preferred shares or beneficiaries.

Paragraph 5 – The shares are indivisible with respect to the Company. When a share belongs to
more than one person, the rights entitled to it shall be exercised by the representative of the co-
owner.

Paragraph 6 – By resolution of the Board of Directors, the shares comprising the capital stock of the
Company may be grouped or split.

Article 6 – Company is authorized to increase the capital stock up to the limit of Two billion reais
(R$2,000,000,000.00), excluding the shares already issued, regardless of statutory reform.

Paragraph 1 – The increase of the capital stock shall be carried out by means of resolution from the
Board of Directors, who shall be responsible for establishing the issuance conditions, including
price, term and form of payment. In the event of subscription with payment in assets, the
competence to the capital increase shall be of the General Meeting, heard the Tax Committee, if
installed.
Paragraph 2 – Within the limit of the authorized capital, Company may issue ordinary shares and
subscription bonus.

Article 7 – Company may issue shares, debentures convertible into shares and subscription bonus
with exclusion of the preemptive right of the former shareholders, or with reduction of the term of
exercise, at the time the placement is made pursuant to the sale in stock exchange or by public
subscription, or further by means of exchange of shares, in public offer of acquisition of control,
under the terms of article 172 of law 6.404, as of December 15, 1976, as amended (“Business
Corporation Law”).

Article 8 – Company may, by resolution of the Board of Directors, acquire their own shares for
permanence in treasury and subsequent disposal or cancellation, up to the amount of the balance
of profit and reserves, except the legal reserve, without decrease of the capital stock, observed the
legal and regulatory provisions applicable.

Article 9 – Company may, by resolution of the Board of Directors and according to the plan
approved by the General Meeting, grant option of purchase or subscription of shares, without
preemptive right to the shareholders, on behalf of its administrators, employees or natural people
providing services to the Company, and this option may be extended to the administrators or
employees of the companies controlled by the Company, direct or indirectly.



                                           CHAPTER III

                                       GENERAL MEETING

Article 10 – The General Meeting shall meet, ordinarily, within the four (04) months following the
end of each fiscal year and, extraordinarily, whenever the corporate interests so require, observed
in the call, installation and resolution the legal provisions applicable and the provisions of these
Bylaws.

Sole Paragraph – The General Meetings shall be called with, at least, fifteen (15) calendar days in
advance, and presided by the Chairman of the Board of Directors or, in his absence, by a member
of the Board of Directors, appointed by the Chairman of the Board of Directors.

Article 11 – To take part at the General Meeting, the shareholder shall present on the day of the
performance of the respective meeting: (i) evidence issued by the depositary financial institution of
the shares book entry shares of its ownership or in custody, pursuant to article 126 of the Business
Corporation Law, and/or with respect to the shareholders participating at the fungible custody of
nominative shares, the statement containing the respective shareholding interest, issued by the
competent body dated as of up to two (02) business days before the performance of the General
Meeting; or (ii) power of attorney, duly regularized pursuant to this law and these Bylaws, in the
event of representation of the shareholder. The shareholder or its legal representative shall appear
at the General Meeting with documents evidencing his/her identity.

Paragraph 1 – The shareholder may be represented at the General Meeting by a attorney-in-fact
constituted less than one (01) year ago, which is a shareholder, administrator of the Company,
attorney, financial institution or administrator of investment funds representing the co-owners.

Paragraph 2 – The resolutions of the General Meeting, except in special events set forth in law,
shall be taken by absolute majority of votes, not being calculated the votes in blank.
Paragraph 3 – The Meetings minutes shall be drawn up as a summary of the facts occurred,
including controversies and protests, containing the transcription of the resolutions taken, observed
what is set forth in § 1 of article 130 of the Business Corporation Law.

Article 12 – The General Meeting, in addition to the other attributions set forth in law, shall be
responsible for:

a) taking the accounts of the administrators, examine, discuss and vote the financial statements;

b) elect and remove the members of the Board of Directors, as well as define the number of offices
to be occupied at the Board of Directors of the Company;

c) affix the annual global compensation of the members of the Board of Directors and the Board of
Executive Officers, as well as of the members of the Tax Committee, if installed;

d) reform the Bylaws;

e) decide on the dissolution, liquidation, incorporation, spin-off, transformation or merger (including
incorporation of shares) of the Company, or of any venture at the Company, as well as any
application of bankruptcy or judicial or extrajudicial recovery;

f) attribute bonus in shares;

g) approve plans of grant of shares option to its administrators and employees and to natural
people providing services to the Company, as well as to the administrators and employees of other
companies controlled direct or indirectly by the Company;

h) decide, according to the proposal presented by the administration, on the destination of the net
profit of thee year and the distribution of dividends or payment of interests over proper capital,
based on the annual financial statements;

i) decide, in common agreement with the proposal submitted by the administration, on the
distribution of dividends, even if interim or intermediary, exceeding the mandatory dividend
established in article 31, § 3, of these Bylaws of twenty five per cent (25%) of the net profit, or
payment of interests over proper capital based on biannual, quarterly or monthly balances;

j) decide on the increase or reduction of the capital stock, as well as any decision involving the
repurchase, redemption or amortization of shares, in compliance with the provisions of these
Bylaws;

k) decide on any issuance of shares or other titles and securities, as well as any change to the
rights, preferences, advantages or restrictions attributed to the shares, titles or securities;

l) submit applications for judicial or extrajudicial recovery, or bankruptcy;

m) elect the liquidator, as well as the Tax Committee that will work in the period of liquidation;

n) decide on the cancellation of the registry of the open company before SEC;

o) decide on the exit from the New Market, which shall be communicated to BM&FBOVESPA in
writing, with at least thirty (30) days in advance; and
p) select specialized company responsible for the preparation of appraisal report set forth in Article
40 of these Bylaws, amongst the companies indicated in a triple list prepared by the Board of
Directors.

                                            CHAPTER IV

                                   ADMINISTRATION BODIES

Section I – Miscellaneous

Article 13 – Company shall be administered by the Board of Directors and by the Board of
Executive Officers, according to the attributions and powers provided to it by the applicable law and
by these Bylaws.

Article 14 – As of the adhesion by the Company to the New Market segment of BM&FBOVESPA,
the hold of office of the administrators is subject to previous subscription of the Administrators
Consent Deed to which refers the New Market Regulation. The administrators shall, immediately
after the hold of office, inform BM&FBOVESPA the quantity and characteristics of the securities
issued by the Company which they hold, direct or indirectly, including their derivatives.

Article 15 – The General Meeting shall establish the global annual amount of the compensation of
the administrators of the Company, the Board of Directors being responsible for deciding on the
distribution.




Section II – Board of Directors

Article 16 – The Board of Directors shall be comprised by five (5) members, all shareholders of the
Company, elected by the General Meeting, with unified mandate of two (02) years, and may be
reelected.

Paragraph 1 – The General Meeting shall determine by the vote of absolute majority, not being
calculated the votes in blank, previously to the election, the number of offices at the Board of
Directors to be held in each mandate, observed the minimum of five (05) members.

Paragraph 2 – At least twenty per cent (20%) of the members of the Board of Directors shall be
Independent Officers, expressly declared as such at the General Meeting electing them. It is
considered as Independent Officer the one that (i) has no relationship with the Company, except
for an interest at the capital stock; (ii) is not the Controlling Shareholder, spouse or relative up to
second degree of the Controlling Shareholder, is not and was not in the last three (03) years
related to the company or entity related to the Controlling Shareholder (excluding from this
restriction people related to teaching and/or research public institutions); (iii) was not in the last
three (3) years an employee or officer of the Company, of the Controlling Shareholder or of a
company controlled by the Company; (iv) is not a supplier or purchaser, direct or indirect, of
services or products of the Company, in a magnitude that implies in the loss of independency; (v) is
not an employee or administrator of a company or entity that is offering or demanding services
and/or products to the Company; (vi) is not a spouse or relative up to second degree of any
administrator of the Company; or (vii) does not receive any other compensation of the Company
besides compensation as Officer (it is excluded from this restriction amounts in cash from eventual
interest in the capital). It is also considered as Independent Officer the one elected pursuant to
right established at the paragraphs four and five of article 141 of the Business Corporation Law.

Paragraph 3 – When the application of the percentage defined above results in a broken number of
Officers, it shall be proceeded with the rounding to a full number: (i) immediately higher if the
fraction is equal to or higher than zero point five (0.5); or (ii) immediately inferior, if the fraction is
inferior to zero point five (0.5).

Paragraph 4 – The members of the Board of Directors shall be invested in their offices pursuant to
the execution of a term of hold of office drawn up at the Meeting Minutes Book of the Board of
Directors. The members of the Board of Directors may be removed at any tempo by the General
Meeting, and shall remain in exercise at the respective offices, up to the hold of office of their
successors.

Article 17 – The Board of Directors shall have one (01) Chairman and one (01) Vice-President,
elected by its members at the first meeting taking place after the election of the Officers. In the
event of absence or temporary hindrance of the Chairman of the Board of Directors, the Vice-
President shall assume the functions of the Chairman. In the event of absence or temporary
hindrance of the Chairman and the Vice-President of the Board of Directors, the functions of the
Chairman shall be exercised by another member of the Board of Directors nominated by the
Chairman

Article 18 – The Board of Directors shall meet, ordinarily, four (4) times a year, at the end of each
quarter and, extraordinarily, whenever called by the Chairman or by the Vice-President, pursuant to
written notice delivered with at least eight (08) days in advance, and with the presentation of the
agenda of the matters to be discussed.

Paragraph 1 – In character of urgency, the Board of Directors meetings may be called by its
Chairman without the observance of the term above, provided that all other members of the Board
are clearly aware. The calls may be made by letter with acknowledgement of receipt, fax or any
other means, electronic or not, that permits the evidence of receipt.

Paragraph 2 – Regardless of the formalities set forth in this article, it shall be considered regular
the meeting to which appeared all Officers.

Article 19 – The Board of Directors meetings shall be held in a first call with the presence of the
majority of its members, and, in second call, with at least three (03) members.

Paragraph 1 – The Board of Directors meetings shall be presided by the Chairman of the Board of
Directors who shall nominate the secretary. In the case of temporary absence of the Chairman of
the Board of Directors, these meetings shall be presided by the Vice-President of the Board of
Directors or, in his absence, by an Officer nominated by the majority of the votes of the other
members of the Board of Directors, being applicable to the chairman of the meeting to nominate
the secretary.

Paragraph 2 – In the event of temporary absence of any member of the Board of Directors, the
respective member of the Board of Directors may, based on the agenda to be discussed, manifest
his vote in writing by means of delegation made on behalf of other Officer, by means of advance
written vote, by means of letter or fax delivered to the Chairman of the Board of Directors, on the
date of the meeting, or further, by means of e-mail digitally certified.

Paragraph 3 – In the event of vacancy of the office of any member of the Board of Directors, the
deputy shall be named, to complete the respective mandate, by Extraordinary General Meeting. For
the purposes of this paragraph, vacancy takes place upon the removal, death, waiver, evidenced
hindrance or disability.

Paragraph 4 – The resolutions of the Board of Directors shall be taken by majority of votes of those
present in each meeting, or that manifested the vote pursuant to Article 19, Paragraph 2 of these
Bylaws.

Article 20 – The Board of Directors meetings shall be held, preferably, at Company's
headquarters. It shall be admitted meetings by means of audio-conferences or video-conferences,
admitted the recording and erasure thereof. Such participation shall be considered personal
presence in said meeting. In this case, the members of the Board of Directors remotely
participating from the meeting of the Board may express its votes, on the date of the meeting, by
means of letter or fax or e-mail certified digitally.

Paragraph 1 – At the end of each meeting it shall be prepared minutes, which shall be signed by all
Officers physically present at the meeting, and subsequently transcribed at the Minutes Book of the
Board of Directors of the Company. The votes from the Officers participating remotely in the
meeting of the Board or that had manifested pursuant to Article 19, Paragraph 2, of these Bylaws,
shall be equally included at the Minutes Book of the Board of Directors, and a copy of the letter, fax
or e-mail, as the case may be, with the vote from the Officer, being attached to the Book after the
transcription of the minutes.

Paragraph 2 – It shall be published and filed at the public registrar of companies the Board of
Directors meeting minutes of the Company containing a resolution destined to produce its effects
before third parties.

Paragraph 3 – The Board of Directors may admit other participants in its meetings, with the
purpose of accompanying the resolutions and/or providing clarifications of any nature, being
prohibited, however, the right to vote.

Article 21 – The Board of Directors has the vital function of general orientation of Company's
business, as well as controlling and inspecting its performance, being responsible, in particular, in
addition to other attributions provided to it by law or by the Bylaws:

I. Define the policies and establish the budget strategies to the conduction of the business, as well
as lead the implementation of the growth strategy and general orientation of the business of the
Company;

II. Approve the annual budget, the business plan, as well as any strategic, investment, annual
and/or pluriannual plans, and projects of expansion of the Company and the flowchart of offices
and salaries to the Board of Executive Officers and to the managerial offices;

III. Elect and remove the Officers of the Company;

IV. Attribute to the Officers their respective functions, attributions and limits not specified in these
Bylaws, including nominating the CEO, the Vice-President, Administrative-Financial Officer and the
Investors Relations Officer, if necessary, as well as the definition of the number of offices to be
held, observed what is set forth herein;

V. Distribute the global compensation affixed by the General Meeting between the members of the
Board of Directors and the Board of Executive Officers;
VI. Decide on the calling of the General Meeting, when considered fit, or in the case of article 132
of the Business Corporation Law (Law nº 6.404/76);

VII. Inspect the management of the Officers, examining, at any time, the books and papers of the
Company and requesting information on agreements entered or about to be entered into and any
other acts;

VIII. Consideration of the quarterly results of the operations of the Company;

IX. Nominate and remove the independent auditors, observing, in this nomination, what is set forth
at the applicable law. The extern audit company shall report to the Board of Directors;

X. Call the independent auditors to provide the clarifications considered necessary;

XI. Evaluate the Administration Report and the accounts of the Board of Executive Officers and
decide on the submission to the General Meeting;

XII. Manifest previously on any proposal to be submitted to the resolution of the General Meeting;

XIII. Approve the proposal of the administration of distribution of dividends, even if interim or
intermediary, or payment of interests over proper capital based on biannual, quarterly or monthly
balances;

XIV. Decide on the association with other companies to the constitution of partnerships,
consortiums or joint ventures;

XV. Authorize the issuance of shares of the Company, at the limits authorized in Article 6 of these
Bylaws, establishing the issuance conditions, including of price and term of payment, and may,
further, exclude (or reduce the term to) the preemptive right at the issuance of shares, subscription
bonus and convertible debentures, which placement is made pursuant to the sale in stock exchange
or by public subscription or in public offer of acquisition of control, under the terms established in
law;

XVI. Decide on the acquisition by the Company of shares issued by it, or on the launch of sale and
purchase options, referred to in shares issued by the Company, for the maintenance in treasury
and/or subsequent cancellation or disposal;

XVII. Decide on the issuance of subscription bonus, within the limit of the authorized capital,
establishing the conditions for issuance, including price and term of payment;

XVIII. Grant the shares option to its administrators and employees, as well as to the administrators
and employees of other companies controlled direct or indirectly by the Company, without
preemptive right to the shareholders under the terms of the plans approved in General Meeting;

XIX. Decide on the issuance of simple debentures, not convertible into shares and without security,
as well as on the issuance of commercial papers, bonds, notes and any other credit instruments for
the collection of resources, of common use in the market, deciding, further on the conditions of
issuance and redemption;

XX. Approve any investment or expense not foreseen at the annual budget, pursuant to the
signature, change or extension of any documents, agreement or commitments for the assumption
of responsibility, debts or obligations, involving (severally or in a set of related acts), a total
quantity superior to One hundred million reais (R$100,000,000.00);
XXI. To approve the creation of encumbrance over the Company’s assets or the granting of
guarantees to third parties for liabilities of the Company, excepting the financing agreements
entered into with the purpose of acquiring movable properties related to operational equipment, in
which the guarantee covers respective acquired assets;

XXII. To authorize the Company to grant guarantees regarding liabilities of its controlled
companies and/or wholly-owned subsidiaries, excepting the leasing agreements of movable
properties related to operational equipment, and financing agreements aiming to acquire movable
properties related to operational equipment, being expressly prohibited to grant guarantee to
liabilities of third parties and to provide surety or post bond for the benefit of third parties;

XXIII. Decide on the disposal, purchase, sale, lease, donation or burdening, direct or indirectly, at
any title and for any value, of shareholding interests by the Company, as well as the constitution of
subsidiaries;

XXIV. Approve the obtainment of any credit, funding or loan line, including leasing operations, on
behalf of the Company, not set forth at the annual budget, which value is superior to One hundred
million reais (R$100,000,000.00);

XXV. Define the triple list of companies specialized in economic appraisal of companies, to the
preparation of an assessment report of the shares of the Company, in the event of cancellation of
registry of the open company and exit from the New Market;

XXVI. Approve any operation or set of operations which value is equal to or higher than Ten million
reais (R$10,000,000.00) per year involving the Company and any Related Party, direct or indirectly.
For the purposes of this provision, it is understood as Related Party any administrator of the
Company, employee or shareholder that holds, direct or indirectly, more than 5% of the capital
stock of the Company;

XXVII. Approve the acquisition, by the Company, of shareholding interests in other companies;

XXVIII. Submit to the General Meeting a proposal of distribution of annual profits sharing to the
employees and administrators;

XXIX. To authorize the performance of operations involving any kind of derivative financial
instrument, so considered any agreements that give rise to financial assets and liabilities to the
parties, regardless of the market in which they are negotiated or registered or the realization form;
any proposal involving the operations described herein shall be presented to the Board of Directors
by the Directorate of the Company, and shall include at said proposal, at least, the following
information: (i) evaluation on the relevance of the derivatives to the financial position and the
results of the Company, as well as the nature and extension of the risks associated to such
instruments; (ii) objects and strategies of risk management, in particular, the hedging policy; and
(iii) risks associated to each strategy of performance in the market, adjustment of the intern
controls and parameters used to the management of such risks. Notwithstanding the minimum
information that shall be included at the proposal, the members of the Board of Directors may
request additional information on such operations, including, without limitation to, sensitiveness
analysis statement tables; and
XXX.    To approve the issuance a security, as well as the obtainment of any credit line, financing
and/or loan related to or in any other way based on foreign currency.

Sole Paragraph – The Board of Directors may authorize the Board of Executive Officers to perform
any of the acts mentioned in items XX, XXIV and XXVI, observed limits of value per act or series of
acts.

Section III – Board of Executive Officers

Article 22 – The Board of Executive Officers shall be comprised by at least three (03) and at most
15 (fifteen) members, shareholders or not, resident in the country, elected by the Board of
Directors, being authorized the accumulation of more than one office by any Officer, being
designated as CEO, a Vice-President, an Administrative-Financial Officer and an Investors Relations
Officer and the other officers without specific designation, elected by the Board of Directors.

Sole Paragraph – An officer may accumulate more than one function, provided that observed the
minimum number of Officers set forth at the Business Corporations Law.

Article 23 – The mandate of the members of the Board of Executive Officers shall be unified of
two (02) years, and may be reelected. The Officers shall remain in the exercise of their offices until
the election and hold of office of their successors.

Article 24 – The Board of Executive Officers shall meet whenever required by the corporate
business, being called by the CEO, with at least twenty four (24) hours in advance, or by two thirds
(2/3) of the Officers, in this case, with at least forty eight (48) hours in advance, and the meeting
shall only be installed with the presence of the majority of its members.

Paragraph 1 – The CEO shall be replaced by the Administrative-Financial Officer, in its absences or
temporary hindrances.

Paragraph 2 – In the case of temporary absence of any Officer, it may, based on the agenda to be
discussed, manifest its vote in writing by means of delegation made on behalf of another Officer, by
means of advance written vote, by means of letter or fax delivered to the CEO, on the date of the
meeting, or further, e-mail digitally certified.

Paragraph 3 – In the event of vacancy at the Board of Executive Officers, the Board of Executive
Officers as a collegiate body is responsible for indicating, amongst its members, a replacement
which shall accumulate, temporarily, the functions of the replaced party, lasting the temporary
replacement up to the final provision of the office to be decided by the first meeting of the Board of
Directors performed, which shall take place within the maximum term of thirty (30) days after such
vacancy, the replacement acting then up to the end of the mandate of the Board of Executive
Officers.

Paragraph 4 – The Officers may not leave the exercise of their functions for more than thirty (30)
consecutive calendar days under the penalty of losing the mandate, except in the case of license
provided by the Board of Executive Officers itself.

Paragraph 5 – The meetings of the Board of Executive Officers may be held by means of audio-
conference, videoconference or other communication means. Such participation shall be considered
personal presence in said meeting. In this case, the members of the Board of Executive Officers
remotely participating from the meeting of the Board of Executive Officers shall express their votes
by means of letter, fax or e-mail certified digitally.
Paragraph 6 – At the end of each meeting it shall be prepared minutes, which shall be signed by all
Officers physically present at the meeting, and subsequently transcribed at the Minutes Book of the
Board of Executive Officers. The votes from the Officers participating remotely in the meeting of the
Board of Executive Officers or that had manifested pursuant to Paragraph 2 of this Article, shall be
equally included at the Minutes Book of the Board of Executive Officers, and a copy of the letter,
fax or e-mail, as the case may be, with the vote from the Officer, being attached to the Book after
the transcription of the minutes.
The minutes of the Company’s Board of Executive Officers Meetings to be filed at the Commercial
Registry may be submitted in the form of summary of the minutes drawn up in the Book of Minutes
of the Board of Executive Officers Meetings, signed by the Secretary of the Board of Executive
Officers Meeting.


Article 25 – The resolutions at the meetings of the Board of Executive Officers shall be taken by
majority of votes of those present in each meeting, or that had manifested the vote pursuant to
Article 24, Paragraph 2 of these Bylaws.

Article 26º – The Board of Executive Officers is responsible for the administration of the corporate
business in general and the practice, therefore, of all acts necessary or applicable, except those to
which, by law or these Bylaws, is attributed the competence to the General Meeting or to the Board
of Directors. In the exercise of its functions, the Officers may perform all operations and practice all
acts required to the consecution of the objects attributed to it, observed the provisions of these
Bylaws with respect to the form of representation, to the competence to the practice of certain
acts, and the general orientation of the business established by the Board of Directors, including
deciding on and approving the application of resources, transact, waive, assign rights, acknowledge
debts, make agreements, execute commitments, contract obligations, execute agreements, acquire,
dispose and encumber chattel and real estates, provide guarantee, issue, endorse, guarantee,
discount, and draw titles in general, as well as open, movement and close accounts in credit
establishments, observed the legal restrictions and those established in these Bylaws.

Paragraph 1 – The Board of Executive Officers is responsible, further for:

I. Complying and cause the compliance with these Bylaws and the resolutions of the Board of
Directors and the Shareholders General Meeting;

II. Submit, annually, to the appreciation of the Board of Directors, the report of administration and
the accounts of the Board of Executive Officers, accompanied by a report from the independent
auditors, as well as the proposal of application of the profits assessed in the previous year;

III. Submit to the Board of Directors annual budget; and

IV. Present quarterly to the Board of Directors the economic-financial and equity detailed balances
of the Company and its controlled companies.

Paragraph 2 – The CEO is responsible for coordinating the action of the Officers and direct the
execution of the activities related to the general planning of the Company, in addition to the
functions, attributions and powers attributed to it by the Board of Directors, and observed the
policy and orientation previously defined by the Board of Directors, as well as:

I. Call and preside the meetings of the Executive Board of Directors;

II. Supervise the administration activities of the Company, coordinating and supervising the
activities of the members of the Board of Executive Officers;
III. Propose without exclusivity of initiative to the Board of Directors the attribution of functions to
each Officer at the time of its respective election;

IV. Represent the Company active and passively, in and out of court, observed what is set forth in
Article 27 of these Bylaws;

V. Coordinate the staff, organizational, managerial, operational and marketing policy of the
Company;

VI. Annually, prepare and submit to the Board of Directors the business annual plan and the annual
budget of the Company; and

VII. Administer the matters of corporate character in general.

Paragraph 3 – The Vice-President is responsible for, without limitation to other attributions
attributed to it by the Board of Directors: (i) delegate competences to the employees, to the
practice of specific acts, according to the conveniences of the management; (ii) determine the rules
and regulations required to the functioning and intern organization of the company; (iii) supervise
corporate planning and development activities and support to the consecution of the corporate
object; and (iv) execute other activities delegated by the CEO.

Paragraph 4 – The Administrative-Financial Officer is responsible for, without limitation to other
attributions attributed to it by the Board of Directors: (i) assist the CEO at the coordination of the
action of Officers and direction of execution of the activities related to the general planning of the
Company; (ii) replace the CEO in the event of absence or temporary leave thereof, event in which it
shall be attributed the functions, attributions and powers to those carried out by the Board of
Directors, as well as the attributions indicated at the subitems of Paragraph 2 of this Article; (iii)
propose funding alternatives and approve financial conditions of the business of the Company, (iv)
administer the cash and the accounts payable and receivable of the Company; and (v) direct the
accounting, financial planning and fiscal/tax areas.

Paragraph 5 – The Investors Relations Officer is responsible for, without limitation to other
attributions attributed to it by the Board of Directors: (i) represent the Company before the control
bodies and other institutions acting the capitals market; (ii) provide information to the public
investor, to SEC, to the Securities Exchanges in which the Company have its securities negotiated
and other bodies related to the activities developed in the capitals market, pursuant to the
applicable law, in Brazil and abroad; and (iii) keep up-to-date the registry of open company before
SEC.

Article 27 – Company shall be considered bound when represented:

a) By the exclusive signature of the CEO; or

b) by two (02) officers jointly, one being necessarily the Administrative-Financial Officer and/or the
CEO; or

c) by one or more attorneys-in-fact, when it is so established in the respective power of attorney
and in accordance with the extension of the powers delegated thereto;

Paragraph 1 – The powers of attorney shall be granted on behalf of the Company as established in
paragraph 2 below, who may appoint individuals (who may or not be part of the Company’s
Directorate) as attorneys-in-fact;
Paragraph 2 – The powers of attorney shall be granted on behalf of the Company by means of the
single signature of the Chief Executive Officer or the signature of two (02) officers jointly, one
being necessarily the CEO or the Administrative-Financial Officer, and shall specify the powers
granted and, with exception to the powers of attorney for legal purposes, shall be valid for at most
one (01) year.


Section IV – Tax Committee

Article 28 – The Tax Committee of the Company shall work in a non-permanent character and,
when installed, shall be comprised by three (03) effective members and equal number of deputies,
all resident in the country, shareholders or not, elected and removable at any tempo by the General
Meeting for mandate of one (01) year, being permitted the reelection. The Tax Committee of the
Company shall be comprised, installed and compensated in compliance with the legislation in force.

Paragraph 1 – The Tax Committee shall have a Chairman, elected by its members at the first
meeting of the body after being installed.

Paragraph 2 – The hold of office of the members of the Tax Committee shall be made pursuant to
the execution of the respective term, in proper book, and as of the adhesion of the Company to the
segment of the New Market of BM&FBOVESPA, it shall be subject to the subscription of the Consent
Deed of the Members of the Tax Committee set forth at the New Market Regulation of
BM&FBOVESPA.

Paragraph 3 – As of the adhesion by the Company to the segment of the New Market of
BM&FBOVESPA, the members of the Tax Committee shall, further, immediately after the hold of
office, communicate BM&FBOVESPA the quantity and the characteristics of the securities issued by
the Company to which they are holders, direct or indirectly, including derivatives.

Paragraph 4 – In the event of vacancy of the office of member of the Tax Committee, the
respective deputy shall occupy his place. If there is no deputy, the General Meeting shall be called
to proceed with the election of member of the empty office.

Paragraph 5 – May not be elected for the office of member of the Tax Committee of the Company
the one keeping a relationship with a company that may be considered competitor of the Company,
being prohibited, amongst others, the election of the person that: (a) is an employee, shareholder
or member of the administration, technical or fiscal body of a competitor or of Controlling
Shareholder or Controlled (as defined in Article 35) of competitor; (b) is a spouse or relative up to
second degree of a member of the administration, technical or fiscal body of a Competitor or of a
Controlling Shareholder or Controlled company of the competitor.

Paragraph 6 – If any shareholder whishes to indicate one or more representatives to comprise the
Tax Committee, that were no members of the Tax Committee in the period subsequent to the last
General Ordinary Meeting, such shareholder shall notify the Company in writing with ten (10)
business days in advance to the date of the General Meeting electing the Officers, informing the
name, qualification and complete professional of the candidates.

Article 29 – When installed, the Tax Committee shall meet, under the terms of law, whenever
necessary and will analyze, at least quarterly, the financial statements.

Paragraph 1 – Regardless of any formalities, it shall be considered regularly called the meeting to
which appears all the members of the Tax Committee.
Paragraph 2 – The Tax Committee manifests by absolute majority of votes, present the majority of
its members.

Paragraph 3 – All resolutions of the Tax Committee shall be included in minutes drawn up at the
respective Minutes and Opinions Book of the Tax Committee and signed by the Officers present.




                                             CHAPTER V

         FISCAL YEAR, FINANCIAL STATEMENTS AND DESTINATION OF PROFITS

Article 30 – The fiscal year shall begin on January 1st and end on December 31st of each year,
when shall be raised the balance sheet and the other financial statements.

Paragraph 1 – By resolution of the Board of Directors, the Company may (i) raise biannual,
quarterly or smaller period balances, e declare dividends or interests over proper capital of the
profits verified in such balances; or (ii) declare interim dividends or interests over proper capital, to
the account of retained earnings or of reserves of profits existent in the last annual balance.

Paragraph 2 – The interim or intermediary dividends distributed and the interests over proper
capital may be attributed to the mandatory dividend set forth in Article 31 below.

Paragraph 3 – Company and the Administrators shall, at least once a year, perform a public
meeting with analysts and any other interested parties, to disclose information with respect to the
economic-financial situation, projects and perspectives of the Company.

Article 31 – From the result of the year shall be deducted, before any interest, the accumulated
loss, if any, and the provision to the income tax and social contribution over profit.

Paragraph 1 – From the remaining balance, the General Meeting may attribute to the
Administrators an interest at the profits correspondent to up to one tenth of the profits of the year.
It is a condition for the payment of such interest to be attributed to the shareholders of the
mandatory dividend set forth in Paragraph 3 of this article.

Paragraph 2 – The net profit of the year shall be destined as follows:

a) five per cent (5%) shall be applied before any other destination, for the constitution of the legal
reserve, which shall not exceed twenty per cent (20%) of the capital stock. In the exercise where
the balance of the legal reserve in addition to the amount of the capital reserves, set forth in
Paragraph 1 of article 182 of the Business Corporation Law, exceed thirty per cent (30%) of the
capital stock, it shall not be mandatory the destination of part of the net profit of the year to the
legal reserve;

b) a portion, by proposal of the administration bodies, may be destined to the constitution of
reserve for contingencies and reversal of such reserves formed in previous years, under the terms
of article 195 of the Business Corporation Law;

c) a portion shall be destined to the payment of the mandatory minimum annual dividend to the
shareholders, observed what is set forth in Paragraph 4 of this Article;
d) in the year in which the amount of the mandatory dividend, calculated under the terms of
Paragraph 4 of this Article, exceeds the portion realized of the profit of the year, the General
Meeting may, by proposal of the administration bodies, destine the excess to the constitution of
realizable profits reserve, observed what is set forth in article 197 of the Business Corporation Law;

e) a portion, by proposal of the administration bodies, may be withheld based on capital budget
previously approved, under the terms of article 196 of the Business Corporation Law;

f) Company shall keep the statutory profits reserve referred to as “Investments Reserve”, which has
the purpose of financing the expansion of the activities of the Company and/or of its controlled and
colligated companies, including by means of the subscription of capital increases or creation of new
ventures, which shall be constituted with up to 100% of the net profit remaining after the legal and
statutory decisions and which balance may not exceed the value equivalent to 80% of the capital
stock subscribed of the Company observing, further, that the sum of the balance of this profits
reserve to the balances of the other profits reserves, except the profits reserve realizable and the
reserve for contingencies, may not exceed 100% of the capital subscribed of the Company; and

g) the balance shall have the destination attributed to it by the General Meeting, observed the legal
provisions.

Paragraph 3 – To the shareholders it is ensured the right to receive an annual mandatory dividend
not inferior to twenty five per cent (25%) of the net profit of the year, decreased or increased of
the following values: (i) importance destined to the constitution of legal reserve; and (ii)
importance destined to the constitution of reserve for contingencies and reversal of the same
reserves constituted in previous years.

Paragraph 4 – The payment of the mandatory dividend may be limited to the amount of the net
profit realized, under the terms of law.

Article 32 – By proposal of the Board of Executive Officers, approved by the Board of Directors, ad
referendum of the General Meeting, the Company may pay or credit interests to the shareholders,
as compensation of the proper capital thereof, observed the applicable law. The eventual amounts
so disbursed may be attributed to the value of the mandatory dividend set forth in these Bylaws.

Paragraph 1 – In the event of credit of interests to the shareholders throughout the fiscal year and
attribution thereof to the value of the mandatory dividend, it shall be ensured to the shareholders
the payment of eventual remaining balance. In the event the value of the dividends being inferior
to what was credited to it, the Company may not charge from the shareholders the exceeding
balance.

Paragraph 2 – The effective payment of the interests over proper capital, in the event of credit
throughout the fiscal year, shall be made by resolution from the Board of Directors, during the
fiscal year or in the following year.

Article 33 – The General Meeting may decide the capitalization of profits or capital reserves,
including those established in interim balances, observed the applicable law.

Article 34 – The dividends not received or claimed shall prescribe in the term of three (03) years,
as of the date in which they are made available to the shareholder, and shall revert on behalf of the
Company.

                                           CHAPTER VI
 DISPOSAL OF THE SHAREHOLDING CONTROL, DIFFUSE CONTROL, CANCELLATION OF
         REGISTRY OF OPEN COMPANY AND EXIT FROM THE NEW MARKET

Article 35 – The Disposal of Control of the Company, direct or indirectly, both, by means of a
single operation, and by means of successive operations, shall be contracted under the suspending
or terminating condition that the purchaser of the control undertakes to perform a public offer of
acquisition of the shares of the other shareholders, observing the conditions and terms set forth at
the legislation in force and at the New Market Regulation, in order to guarantee equal treatment to
the one provided to the Disposing Controlling Shareholder.

Paragraph 1 – For the purposes of these Bylaws, the terms indicated below in capital letters shall
have the following meanings:

“Controlling Shareholder” means the shareholder or the group of shareholders bound by a
shareholders' agreement or under common control exercising the Power of Control of the Company.

“Disposing Controlling Shareholder” means the Controlling Shareholder when promoting the
Disposal of Control of the Company.

“Purchasing Shareholder” means any person (including, without limitation, any natural person or
legal entity, investment fund, condominium, portfolios, universality of rights, non-organized
institutions, or other form of organization, residing, domiciled or headquartered in Brazil or abroad),
or group of people bound by an agreement of vote with the Purchasing Shareholder and/or that
acts representing the same interest of the Purchasing Shareholder, that may subscribe and/or
acquire shares of the Company. It is included, amongst the examples of a person that acts
representing the same interest of the Purchasing Shareholder, any person (i) who is, direct or
indirectly, controlled or administered by such Purchasing Shareholder; (ii) that controls or
administers, in any way, the Purchasing Shareholder, (iii) that is, direct or indirectly, controlled or
administered by any person that controls or administers, direct or indirectly, the Purchasing
Shareholder, (iv) in which the controller of such Purchasing Shareholder has, direct or indirectly, a
shareholding interest equal to or higher than fifteen per cent (15%) of the capital stock, (v) in
which the Purchasing Shareholder has, direct or indirectly, a shareholding interest equal to or
higher than fifteen per cent (15%) of the capital stock, or (vi) that has, direct or indirectly, a
shareholding interest equal to or higher than fifteen per cent (15%) of the capital stock of the
Purchasing Shareholder.

“Control Shares” means the block of shares that guarantees, direct or indirectly, to its holders, the
individual and/or shared exercise of the Power of Control of the Company.

“Outstanding Shares” means all shares issued by the Company, except the shares held by the
Controlling Shareholder, by people related to it, by administrators of the Company and those in
treasury.

“Disposal of Control of the Company” means the transfer to third party, for a price, of the Control
Shares.

“Control” (as well as its related terms, “Controlling”, “Controlled”, “under common Control” or
“Power of Control”) means the power effectively used to direct the business activities and orient the
functioning of the bodies of the Company, direct or indirectly, in fact or legally. There is the relative
assumption of ownership of the control with respect to the person or group of people bound by a
shareholders' agreement or under common Control (control group) holder of shares guaranteeing
to it absolute majority of votes of the shareholders present at the three last General Meetings of
the Company, even if not the holder of the shares guaranteeing the absolute majority of the voting
capital.

“Shareholders Group” means the group of two or more people that are (a) bound by contracts or
agreements of any nature, including written shareholders agreements, whether directly or by
means of Controlled, Controlling companies or under common Control; or (b) amongst which there
is a relationship of Control, whether direct or indirectly; or (c) that are under common Control; or
(d) that act representing a common interest. Including, without limitation, at the examples of
people representing a common interest (i) a person that holds, direct or indirectly, a shareholding
interest equal to or higher than fifteen per cent (15%) of the capital stock of the other person; and
(ii) two people that have a third party investor in common holding, direct or indirectly, a
shareholding interest equal to or higher than fifteen per cent (15%) of the capital stock of the two
people. Any joint-ventures, investment funds or clubs, foundations, associations, trusts,
condominiums, cooperatives, portfolios, universality of rights, or any other forms of organization or
venture, organized in Brazil or abroad, shall be considered part of the same Shareholders Group
always when two or more amongst such entities: (x) were administered or managed by the same
legal entity or by parties related to the same legal entity; or (y) in common control with the
majority of its administrators.

“Diffuse Control” means the Power of Control exercised by a shareholder holder of at least fifty per
cent (50%) of the capital stock. Means, further, the Power of Control when exercised by a
Shareholders Group holder of a percentage higher than 50% of the capital stock in which each
shareholder holds severally less than 50% of the capital stock and provided that these shareholders
are not signatories according to votes, is not under common Control nor act representing a
common interest.

“Economic Value” means the value of the Company and its shares that may be determined by an
expert company, pursuant to the use of a methodology known or based on another criterion to be
defined by SEC.

Paragraph 2 – The Disposing Controlling Shareholders or the disposing Shareholders Controlling
Group may not transfer the ownership of its shares, while the purchaser does not subscribes the
Consent Deed of the Controllers set forth at the New Market Regulation.

Paragraph 3 – The Company shall not register any transfer of shares to the purchaser of the Power
of Control or to those holding the Power of Control, while not subscribing to the Controllers Consent
Deed set forth at the New Market Regulation.

Paragraph 4 – No Shareholders Agreement regarding the exercise of the Power of Control may be
registered at the headquarters of the Company without the signatories have subscribed to the
Consent Deed mentioned in Paragraph 2 of this Article.

Article 36 – The public offer of acquisition set forth in Article 35 shall also be executed:

(i) in the cases in which there is the burdening assignment of rights of subscription of shares and of
other titles or rights related to securities convertible into shares, that may result in the Disposal of
the Control of the Company; or

(ii) in the case of Disposal of Control of a company holding the Power of Control of the Company,
and, in this case, the Disposing Controlling Shareholder shall be obliged to declare to
BM&FBOVESPA the value attributed to the Company in this disposal and attach documentation
evidencing it.
Article 37 – The one already holding shares of the Company and that acquires the Power of
Control thereof, as a result of private shares purchase agreement executed with the Controlling
Shareholders or Controlling Shareholders Group, involving any quantity of shares, it shall be obliged
to:

(i) execute the public offer of acquisition mentioned in Article 35 of these Bylaws;

(ii) refund the shareholders from which it had purchased shares in stock exchange in the six (06)
months previous to the date of the Disposal of Control of the Company, to whom it shall pay the
difference between the price paid to the Disposing Controlling Shareholder and the value paid in
stock exchange, per shares of the Company in this period, duly updated by the positive variation of
the Amplified Consumer Prices Index – IPCA (“IPCA”); and

(iii) take the applicable measures to reestablish the minimum percentage of twenty five per cent
(25%) of the total of outstanding shares of the Company, within the six (06) months subsequent to
the acquisition of Control.

Article 38 – At the public offer of acquisition of shares to be executed by the Controlling
Shareholders, the Shareholders Controlling Group or by the Company for the cancellation of the
registry of open company of the Company, the minimum price to be offered shall correspond to the
Economic Value assessed in an appraisal report, according to Article 40 of these Bylaws.

Article 39 – The Controlling Shareholders or the Shareholders Controlling Group of the Company
shall execute the public offer of acquisition of shares belonging to the other shareholders whether
due to the exit of the Company from the New Market occurs: (i) so that the securities issued by it
be entered for negotiation out of the New Market; or (ii) by virtue of operation of corporate
reorganization in which the shares of the Company resulting of such reorganization are not
admitted for negotiation at the New Market. The price to be offered shall correspond, at least, to
the Economic Value assessed in an appraisal report, set forth in Article 40 of these Bylaws,
observed the legal and regulatory rules applicable.

Sole Paragraph – The news of the public offer mentioned in this Article shall be made to
BM&FBOVESPA and published to the market immediately after the General Meeting of the Company
approving the exit or said reorganization.

Article 40 – The appraisal report set forth in Articles 38 and 39 of these Bylaws shall be prepared
by an specialized company, with evidenced experience and independent with respect to the
decision making power of the Company, its administrators and controllers, and the report shall also
comply with the requirements in Paragraph 1 of article 8 of the Business Corporation Law and
contain the responsibility set forth in Paragraph 6 of the same legal provision.

Paragraph 1 – The selection of specialized company responsible for the determination of the
Economic Value of the Company is the exclusive responsibility of the General Meeting, as of the
presentation, by the Board of Directors, of a triple list, and the respective resolution, disregarding
the votes in blank, shall be taken by majority of the votes of the shareholders representing the
Outstanding Shares present at the General Meeting, that, to be held in first call, shall have the
presence of the shareholders representing, at least, twenty per cent (20%) of the total of
Outstanding Shares, or that, is held in second call, may have presence of any number of
shareholders representing the Outstanding Shares.

Paragraph 2 – The costs of preparation of the appraisal report shall be assumed in full by the
offeror.
Article 41 – In the case of Diffuse Control:

(i) whenever it is approved, in General Meeting, the cancellation of registry of open company, the
public offer of acquisition of shares mentioned in Article 35 shall be made by the Company itself,
and, in this case, the Company may only acquire the shares of ownership of the shareholders
voting on favor of the cancellation of registry at the resolution in General Meeting after the
acquisition of shares from the other shareholders opposing said resolution and that have accepted
said public offer; and

(ii) whenever approved, in General Meeting, the exit from the New Market, whether due to registry
of shares out of the New Market, or corporate reorganization as set forth in Article 39 (ii) of these
Bylaws, the public offer of acquisition of shares mentioned in Article 35 shall be performed by the
shareholders voting on favor of the respective resolution at the General Meeting.

Article 42 – In the event of Diffuse Control and BM&FBOVESPA determining that the quotes of the
securities issued by the Company are disclosed separately or that the securities issued by the
Company have its negotiation suspended at the New Market, by virtue of noncompliance with the
obligations set forth at the New Market Regulation, the Chairman of the Board of Directors shall
call, within two (02) days as of such provision, calculated only the days in which there is the
circulation of the newspapers normally used by the Company, an Extraordinary General Meeting for
the replacement of the entire Board of Directors.

Paragraph 1 – If said Extraordinary General Meeting set forth at the caput of this article is or by the
Chairman of the Board of Directors in the term established, the same may be called by any
shareholder of the Company.

Paragraph 2 – The new Board of Directors elected at the Extraordinary General Meeting set forth at
the caput and in Paragraph 1 of this article shall remedy the noncompliance with the obligations set
forth at the New Market Regulation in the lower term possible or in a new term granted by the
BM&FBOVESPA for this purpose, whichever is lower.

Article 43 – In the event of Diffuse Control and the exit of the Company from the New Market
takes place as a result of the noncompliance with any obligation set forth at the New Market
Regulation:

(i) if the noncompliance is resultant from a resolution in General Meeting, the public offer of
acquisition of shares shall be executed by the shareholders voting on favor of the resolution that
gives rise to the noncompliance; and

(ii) if the noncompliance is resultant from an act or fact of the administration of the Company,
which shall executed the public offer of acquisition to cancel the registry of open company directed
to all shareholders of the Company. If decided, upon a General Meeting, the maintenance of
registry of open company of the Company, the public offer of acquisition shall be executed by the
shareholders voting on favor of this resolution.

Article 44 – It is considered the preparation of a single public offer of acquisition of shares, in view
of more than one of the purposes set forth in this Chapter VI, at the New Market Regulation or at
the regulation issued by SEC, provided that it is possible to balance the procedures of all kinds of
public offer of acquisition and there is no damage to those object of the offer and there it is
obtained SEC's authorization when required by the applicable law.

Article 45 – Any Purchasing Shareholder, acquiring or becoming the holder of shares issued by the
Company, including by force of use ensuring it the right to vote, in a quantity equal to or higher
than fifteen per cent (15%) of the total of shares issued by the Company, excluding for the
purposes of this calculation the treasury shares, shall, within 60 days as of the date of acquisition
or as of the event giving rise to the ownership of shares in this quantity, perform or request the
registry of a public offer for the acquisition of all shares issued by the Company, observing what is
set forth at the regulation applicable of the Securities and Exchange Commission, the regulations of
BM&FBOVESPA and the terms of this chapter.

Paragraph 1 – The price to be offered for the shares issued by the Company object of the public
offer (“Price of Offer”) shall be the highest value between:

(a) the fair price, understood as the value of appraisal of the Company, assessed based on the
criteria, adopted severally or in a combined manner, of net equity assessed at market price,
discounted cash flow (considering the synergies resultant from the acquisition to the Purchasing
Shareholder), comparison by multiples or quotation of the shares in the securities market, ensured
the review of the value of the offer pursuant to Paragraph 3 of this article;

(b) one hundred twenty five per cent (125%) of the price of issue of the shares in the last capital
increase carried out pursuant to public distribution in advance to the date in which it is mandatory
the performance of the public offer under the terms of this Article, duly corrected by the IGP-M or
by an equivalent base index that may replace it, at the time of payment; and

(c) one hundred twenty five per cent (125%) of the weighted average quotation of the shares
issued by the Company during the period of 90 days previous to the fact or event giving rise to the
obligation of the public offer set forth in this Article.

Paragraph 2 – The public offer shall mandatorily observe the following principles and procedures, in
addition to, when applicable, others expressly set forth in article 4 of the SEC Instruction nº 361/02
or a rule replacing it:

(a) being indiscriminately directed to all shareholders of the Company;

(b) being carried out in an auction to be held at BM&FBOVESPA;

(c) being carried out in a way to ensure the equitable treatment to the addressees, permitting the
proper information with regarding the Company and the offeror, and provide them with the
elements required to the decision-making reflected and regardless of the acceptance of the public
offer;

(d) being unchangeable and irrevocable after the publication of the notice of offer, under the terms
of the SEC Instruction nº 361/02, except for what is set forth in Paragraph 5 of this article;

(e) being launched for the price determined according to what is set forth in this Article and paid at
sight, in national currency; and

(f) being instructed with an appraisal report of the Company, prepared by an institution that meets
what is set forth in Article 40 and pursuant to the use of the methodology set forth in item (a) of
the Paragraph 1 of this Article.

Paragraph 3 – The shareholders holders of, at least, ten per cent (10%) of the shares issued by the
Company, being excluded from this calculation the shares of ownership of the Purchasing
Shareholder, may require to the administrators of the Company the call of a Extraordinary Meeting
to decide on the performance of a new appraisal of the Company for the purposes of review of the
Price of Offer, which report shall be prepared in the same way of the appraisal report set forth in
item (f) of Paragraph 2 of this Article, under the procedures set forth in article 4-A of the Business
Corporation Law observing what is set forth at the applicable regulation of SEC and under the
terms of this chapter.

Paragraph 4 – At the Extraordinary Meeting set forth in Paragraph 3 above shareholders of the
Company may vote, with exception to the Purchasing Shareholder.

Paragraph 5 – Of the Extraordinary Meeting set forth in Paragraph 3 above decides on the
performance of a new appraisal and the appraisal report verifies a value higher than the initial
value of the public offer, the Purchasing Shareholder may waive it, undertaking, in this case, to
observe, when applicable, the procedure set forth in article 28 of the SEC Instruction nº 361/02,
and dispose of the excess of interest within 3 months as of the date of the same Extraordinary
Meeting.

Paragraph 6 – The requirement of mandatory public offer set forth at the caput of this article shall
not exclude the possibility of another shareholder of the Company, or, if the case may be, of the
Company itself, prepare another public offer concurrent or severally, under the terms of the
applicable regulation.

Paragraph 7 – The obligations set forth in article 254-A of the Business Corporation Law, and in
Articles 35, 36 and 37 of these Bylaws does not exclude the compliance by the Purchasing
Shareholder of the obligations set forth in this article.

Paragraph 8 – The requirement of the public offer set forth in this article does not apply if a person
becomes the holder of shares issued by the Company in a quantity superior to fifteen per cent
(15%) of the total of shares issued by it, resultant from:

(a) legal succession, under the conditions that the shareholder disposes of the excess of shares
within thirty (30) days as of the relevant event;

(b) merger of another company by the Company;

(c) incorporation of shares from another company by the Company;

(d) subscription of shares of the Company, held on a single primary issue, which was approved in
General Meeting, called by the Board of Directors, and which proposal of capital increase has
determined the establishment of the price of issue of shares based on Economic Value obtained
based on an appraisal report of the Company carried out by an specialized institution that meets
the requirements of Article 40; or

(e) public offer for the acquisition of all shares of the Company and that meets what is set forth in
this article.

Paragraph 9 – Disclosed the establishment of the Price of Offer, prepared under the terms of this
article and the regulation in force, with liquidation in national currency or pursuant to exchange by
securities issued by the open company admitted the negotiation at BM&FBOVESPA, the Board of
Directors shall meet, within 10 days, in order to discuss the terms and conditions of the offer
prepared, complying with the following principles:

(a) the Board of Directors may contract specialized extern advisory, that meets what is set forth in
Article 40, with the purpose of providing advisory in the analysis of convenience and opportunity of
the offer, at the general interest of the shareholders on the liquidity of the securities offered, if the
case may be; and
(b) the Board of Directors shall disclose, with cause, to the shareholders, its understanding
regarding the convenience and opportunity of the offer prepared set forth in this article.

Paragraph 10 – For the purposes of calculation of the fifteen per cent (15%) of the total of shares
issued by the Company described in the caput of this article, it shall not be considered the
involuntary additions of shareholding interest resultant from the cancellation of treasury shares,
redemption of shares or reduction of the capital stock of the Company with the cancellation of
shares.

Paragraph 11 – The provisions of the New Market Regulation shall prevail over the statutory
provisions, in the events of prejudice of the rights of the addressees of the public offers set forth in
these Bylaws.

Article 46 – If the Purchasing Shareholder fails to comply with the obligations set forth in this
Chapter VI, including with respect to deadlines (i) for the performance or request of registry of the
public offer; or (ii) to comply with eventual requests or demands from SEC, the Board of Directors
of the Company shall call a Extraordinary General Meeting, in which the Purchasing Shareholder
may not vote, to decide on the suspension of the exercise of rights by the Purchasing Shareholder,
pursuant to article 120 of the Business Corporation Law.

Article 47 – The Company or the shareholders responsible for the public offer of acquisition set
forth in this Chapter VI, at the New Market Regulation or at the regulation issued by SEC may
ensure its execution by means of any shareholder, third party and, as the case may be, by the
Company. The Company or the shareholder, as the case may be, are not free from the obligation to
perform the public offer of acquisition until concluded observing the rules applicable.

                                            CHAPTER VII

                                         ARBITRAL COURT

Article 48 – The Company, its shareholders, administrators and members of the Tax Committee
undertake to settle, by means of arbitration, any and all controversy or dispute that may rise
between them, related to or resultant from, in particular, of the application, validity, efficacy,
interpretation, breach and its effects, of the provisions set forth in Law nº 6.404/76, in these
Bylaws, at the rules edited by the National Monetary Committee, by the Central Bank of Brazil and
by the Securities and Exchange Commission, as well as at the other rules applicable to the
functioning of the capitals market in general, in addition to those set forth at the New Market
Regulation, of the Agreement of Participation in the New Market and the Arbitration Regulation of
the Market Arbitration Chamber.

Sole Paragraph – Without prejudice to the validity of this arbitral clause, any of the parties to the
arbitral procedure shall be entitled to appeal to the Judiciary Power with the purpose of, if and
when necessary, require provisional measures for the protection of rights, whether in an arbitral
procedure already filed or about to be filed, and, as soon as any measure of this nature is granted,
the competence for the decision on the merits shall be immediately returned to the arbitral court
established or to be established.

                                           CHAPTER VIII

                                LIQUIDATION OF THE COMPANY
Article 49 – The Company shall be liquidated in the cases set forth in Law, the General Meeting
being responsible for electing the liquidator or liquidators, and, if the case may be, the Tax
Committee for such purpose, observing the legal provisions.

                                            CHAPTER IX

                                       FINAL PROVISIONS

Article 50 – The Company shall observe the shareholders agreements filed in its headquarters,
being expressly prohibited to the members of the directing board of the General Meeting or of the
Board of Directors accept statement of vote of any shareholder, signatory of the Shareholders
Agreement duly filed at the headquarters, which is in noncompliance with what is agreed in such
agreement, being, also, expressly prohibited to the company to accept and proceed with the
transfer of shares and/or to the burdening and/or assignment of preemptive right to the
subscription of shares and/or of other securities in noncompliance with what is set forth and agreed
in a Shareholders Agreement.

Article 51 – The cases not discussed in these Bylaws shall be settled by the General Meeting and
regulated according to what is established by the Business Corporation Law.

Article 52 – Observed what is set forth in article 45 of the Business Corporation Law, the value of
the refund to be paid to the shareholders in disagreement shall be based on the equity value, set
forth at the annual balance approved by the General Meeting.

Article 53 – The publications ordered by the Business Corporation Law shall be made at the
Official Daily Gazette of the State of São Paulo and the Valor Econômico newspapers.

Article 53 – The payment of the dividends, approved in General Meeting, as well as the
distribution of resultant from capital increase, shall be made within sixty (60) days as of the date in
which they are declared.

Article 545 – The Company may negotiate with its own shares, observed the legal provisions and
the rules to be issued by the Securities and Exchange Commission.

Article 556 – What is set forth in Article 45 and 46 of these Bylaws is not applicable to the
shareholders that, immediately before the publication of the notice of begin of public distribution of
shares, be the holders, direct and/or indirectly, of fifteen per cent (15%) or more of the total of
shares issued by the Company, and its successors, as well as does not apply to any Purchasing
Shareholder that acquires, in a private negotiation (out of the trading floor of BM&FBovespa),
shares issued by the Company of ownership of the shareholders to which this Article 556 refers to.

Article 567 – The rights and obligations set forth in Articles 22 and 26, with respect to the
Investors Relations Officer, shall be effective as of the grant of registry of open company by SEC.
The provisions set forth in chapters VI and VII of these Bylaws shall only be effective as of the
publication of the notice of begin of public distribution of shares, related to the first public
distribution of shares, if the Company decides to do so after the obtainment of its respective
registry of open company before SEC and its listing at the New Market.

				
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