JSL S A : Material Fact - CADE approves the acquisition of Marvel by JSL

JSL S.A.

Authorized Publicly Held Company

Corporate Taxpayer's ID (CNPJ): 52.548.435/0001-79

Company Registry (NIRE): 35.300.362.683

MATERIAL FACT

CADE approves the acquisition of Marvel by JSL

JSL S.A. (B3: JSLG3) ("JSL" or "Company"), a publicly-held corporation, in compliance with the provisions in CVM Instruction 358/2002 and in article 157, paragraph 4, of Law 6,404/1976 ("LSA"), hereby informs its shareholders and the market in general, in addition to the Material Fact disclosed by the Company on June 10, 2021, that it received a notification from the Brazilian Antitrust Agency ("CADE") which approved without restrictions the acquisition of Transportes Marvel Ltda. ("Marvel") by JSL ("Transaction").

In line with the strategic growth plan to diversify the sectors in which it operates and the services it offers, the acquisition will significantly expand our operations in road transportation of high value-added frozen and refrigerated cargo, and JSL's representativeness in the food segment, offering services in Brazil and 5 other countries in South America.

Marvel, founded in 1975, has a team of 820 highly trained employees committed to the high-quality services provided to its customers, located in Brazil, Argentina, Chile, Uruguay, Paraguay and Peru. Moreover, the company has one of the largest own fleets of international refrigerated transportation in South America, with more than 1,100 operational assets, with trucks that have an average age of approximately 3.6 years.

The Transaction is the fifth acquisition made since the IPO. Together, they will add R$ 1.6 billion to Gross Revenue3 and R$ 267 million to EBITDA³, corresponding to a growth of 50% and 66%, respectively, in relation to 1Q21 LTM. It is worth remembering that the numbers of these 5 acquisitions are not yet fully incorporated4 into JSL's last twelve months numbers, as all acquisitions took place less than a year ago.

JSL, a leader and consolidator in the Brazilian road logistics sector, will continue to execute its acquisition agenda, part of which is already under negotiation, respecting our discipline in the use of capital. Our focus is to improve returns, considering the value generation for all our shareholders.

São Paulo, July 26, 2021.

Guilherme Sampaio

Chief Financial and Investor Relations Officer

1. Based on 1Q21 LTM numbers, with TPC, Rodomeu and Marvel reported by the companies and not audited
2. Transmoreno and Fadel have been consolidated in JSL's numbers since their closing dates, October 30, 2020 and November 17, 2020, respectively