JSL : Material Fact - Movida Offering

MATERIAL FACT

JSL S.A. ('JSL' or 'Company'), pursuant to Section 157, §4º of Law No. 6,404, dated December 15, 1976, as amended, and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) ('CVM') Rule No. 358, dated January 3, 2002, as amended and in continuation of the information disclosed in the material fact dated July 12, 2019, hereby announces to its shareholders and the market in general that, in the context of the public primary and secondary offering with restricted placement efforts of common shares issued by its subsidiary Movida Participações S.A. ('Movida' and 'Shares', respectively), which consists of (i) 35,500,000 newly issued Shares (the 'Primary Offering') and (ii) 20.000.000 Shares offered and sold by JSL (the 'Secondary Offering,' and together with the Primary Offering, the 'Restricted Offering'), JSL's Board of Directors following the conclusion of the bookbuilding process approved the price of R$15,00 per Share to be sold through the Restricted Offering. Upon completion of the Restricted Offering, JSL will hold 55,1% of Movida's share capital.

The total amount of the Restricted Offering is R$832,500,000.00 of which R$532,500,000.00 resulted from the Primary Offering and R$300,000,000.00 resulted from the Secondary Offering.

The Restricted Offering has not been and will not be registered under the Securities Act, or any other U.S. federal and state securities laws, and the Shares may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. investors, unless they are registered, or exempt from, or not subject to, registration under the Securities Act.

This material fact notice is disclosed for informative purpose only and shall not, in any circumstances, be construed as an investment recommendation. This material fact notice does not constitute an offer to sell or the solicitation of an offer to buy the Movida's or JSL's securities, including the Shares, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

For more information on the Restricted Offering, see the Material Fact released by Movida on this date. JSL will keep the market up to date on the developments concerning the Restricted Offering.

São Paulo, July 25, 2019

Denys Marc Ferrez
Investor Relations Officer