• Santos Brasil Participações S.A.’s current shareholders may have interests conflicting with its other investors’ interests.
  • An active market for the Company’s shares or GDSs may not develop.
  • The relative volatility and illiquidity of the Brazilian securities markets may substantially limit investors’ ability to sell Santos Brasil Participações S.A.’s shares at the price and time they desire.
  • The Company may need additional funds in the future and may issue additional shares of common stock in lieu of incurring indebtedness, which may result in a dilution of investor’s interest in Santos Brasil Participações S.A.’s shares.
  • The sale of a significant number of the Company’s shares may adversely affect the market price of its shares and GDSs.
  • Investors may not receive any dividends or interest on shareholders’ equity, and the reduction or elimination of these distributions could negatively affect the market price of Santos Brasil Participações S.A.’s shares or GDSs.
  • Dividends paid by Santos Brasil Participações S.A. will not be eligible for the favorable rate of U.S. federal income taxation applicable to certain “qualified dividend income”
  • The protections afforded to minority shareholders in Brazil are different from those in the United States and may be more difficult to enforce.

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