CAPITAL MARKET

Santos Brasil is part of the ITAG (Index of Differentiated Tag-Along Shares), formed by companies that offer better conditions to minority stockholders in the event of alienation of control; and of the IGC (Index of Shares with Differentiated Corporate Governance), formed by companies that voluntarily adopt differentiated corporate governance standards.

The Company abides by the rules of BM&FBovespa's Level 2 of Corporate Governance in which its units are listed under the STBP11 code. One unit of Santos Brasil Participações is a book-entry deposit bond certificate with no nominal value represented by four preferential shares and one ordinary share. Unit holders have all the rights and benefits assured to ordinary and preferential shares.

Company units ended the 2011 fiscal year priced at R$24.67, with a 7.26% increase in value in the year. Over the same period, Ibovespa, the leading Brazilian stock exchange experienced a drop of 18.11%. The mean monthly financial volume negotiated in 2011 was R$119,947,680.75, 189.9% higher than that observed in 2010. Stocks were negotiated in 100% of the trading sessions.

INVESTOR RELATIONS

Through its Department of Investor Relations, Santos Brasil offers its stockholders, investors and market analysts personalized service, providing secure and comprehensive information and always maintaining the principle of fairness. The Company maintains a number of permanent communication channels with this public:

• Holding teleconferences and publishing releases for each quarterly report;
• Telephone and e-mail service, and meetings at the Company head office;
• Presentations in public events in Brazil and in events promoted by financial market institutions in domestic and international markets;
• Maintenance of a specific updated website to meet the demand for information about the Company.

In addition to this, in order to have uniformity and isonomy when information is disclosed, all promotional materials and those published on the website are presented in both Portuguese and English.

SHAREHOLDER BREAKDOWN

Santos Brasil's share capital is represented by 660,861 shares, comprising 453,584 ON (ordinary) and 207,277 PN (preferential) shares, with a free float of 31.2%. The Company has 41,209 thousand units traded at the Bovespa, with each unit representing one ordinary share and four preferential shares.

Thousand Shares
Shareholders	Ordinary Shares (ON)	Preferential Shares (PN)	Total (ON+PN)	Equivalent Units
International Markets Investments C.V.	148,340	28,615	176,955	35,391
PW237 Participações S.A.	136,406	-	136,406	27,281
Multi STS Participações	67,697	-	67,697	13,539
Brasil Terminais S.A.	52,241	2,143	54,384	10,877
Richard Klien	1,121	-	1,121	224
RK Exclusivo Fundo de Investimento em Ações	2,530	10,120	12,650	2,530
OPP I Fundo Investimento Ações	3,257	-	3,257	651
Others	783	1,563	2,372	474
Free Float	41,209	164,836	206,045	41,209
TOTAL	453,584	207,277	660,861	132,172

DISTRIBUTION OF DIVIDENDS AND INTEREST ON EQUITY (JCP)

In accordance with the terms of its Bylaws and with the Law of Corporate Companies, the mandatory proceeds of Santos Brasil Participações S/A are equivalent to at least 25% of the adjusted net income calculated in the financial statements.

The proceeds – dividends and JCP – are proposed by the Company's Administration and defined by the Board of Directors based on adjusted net income (net income for the fiscal year after deducting legal reserves).

The payment and the annual statement of revenue must be debated by the Board of Directors and ratified in an Ordinary General Shareholders Meeting by the majority vote of stockholders owning shares in Santos Brasil Participações S/A and depends on the following factors: the Company's operating results, financial condition, cash flow needs and future prospects, in addition to any other factors deemed to be relevant by stockholders and members of the Board of Directors.

For the 2011 fiscal year, the Santos Brasil Board of Directors approved the payment of interest on Shareholders' Equity (JCP) of R$72.9 million and dividends in the total amount of R$114.5 million. The total proceeds amount is equivalent to R$0.284 per share and R$1.418 per unit.

JCP AND DIVIDENDS PAID OUT IN RECENT FISCAL YEARS (R$ THOUSAND)
	2009	2010	2011
Adjusted Net Income*	39,350	106,434	234,234
JCP & Dividends Distributed	31,480	72,691	187,387
Payout	80.0%	80.0%	80.0%

* Adjusted Net Income corresponds to the net income of the fiscal year less 5% to incorporate legal reserves in accordance with Art. 193 of Law 6,404/ 76.