Tegma Gestão Logística S A : Minute of the Board of Directors´ Meeting

This is a free translation from Portuguese to English. The original version in Portuguese prevails for all purposes

TEGMA GESTÃO LOGÍSTICA S.A.

N.I.R.E. 35.300.340.931

CNPJ/MF no. 02.351.144/0001-18

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON MARCH 11, 2024

1. DATE, TIME AND PLACE: Held on the eleventh (11th) day of March 2024, at 03:00 pm, via video conference as permitted by the Bylaws.
2. CALL NOTICE AND ATTENDANCE: Pursuant to article 22, paragraph 1, of the Company's Bylaws, the meeting was called through the Call Notice transmitted electronically to the directors on March fourth (4th), 2024.

The acting members of the Board of Directors in attendance were Messrs. Murilo Cesar Lemos dos Santos Passos, Fernando Luiz Schettino Moreira, Décio Carbonari de Almeida, Evandro Luiz Coser, Orlando Machado Júnior and Mário Sérgio Moreira Franco, all of whom attended the meeting via video conference, in accordance with paragraph 4 of article 22 of the Company's Bylaws.

Due to the agenda to be discussed, and in accordance with article 163, items II, III, VII and paragraph 3 of Law No. 6,404, of December 15, 1976, as amended ("Corporations Law"), the members of the Company's Fiscal Council in attendance were Messrs. Rubens Barletta and Mauro Stacchini Jr.

1. BOARD: Chairman: Murilo Cesar Lemos dos Santos Passos. Secretary: Fernando Luiz Schettino Moreira.
2. AGENDA: To deliberate on the following matters:

1. Examination of the Financial Statements, containing the explanatory notes, accompanied by the Report and Opinion of the Independent Auditors, the (Non-Statutory) Audit Committee and the Company's Fiscal Council, and the Management Report for the fiscal year ended December 31, 2023
   ("Financial Statements" and "Management Report");
2. The examination, approval and recommendation to the Company's Ordinary and Extraordinary
   General Meeting to be held on April 11, 2024 ("OEGM") of the Company's capital budget proposal for the fiscal year ended December 31, 2024;
3. The examination, approval and recommendation to the ASM of the proposal for the allocation of profits for the fiscal year ended December 31, 2023 ("Profit Allocation Proposal");
4. The examination, approval and recommendation to the ASM of the proposal to vest and define the number of members of the Company's Fiscal Council for the 2024 fiscal year;
5. The examination, approval and recommendation to the ASM of the proposal for the election of the members of the Fiscal Council;

1. The examination, approval and recommendation to the ASM of the proposal to establish the global remuneration of directors and members of the Fiscal Council for the fiscal year ended December 31, 2024;
2. The examination, approval and recommendation to the ASM of the proposal to re-ratify the annual global remuneration of the Company's directors for the fiscal year ended December 31, 2023;
3. The examination, approval and recommendation to the ASM of the proposed terms and conditions of the Merger and Justification Protocol signed between the Company's directors and the directors of Catlog Logística de Transportes Ltda. ("Catlog" or "Merged Company") on March 11, 2024 ("Merger Protocol"), with the entire share capital of the Merged Company being held directly by the Company ("Merger");
4. The examination, approval and recommendation to the ASM of the proposal to choose BDO RCS Auditores Independentes S.S. Ltda, qualified below, to prepare the valuation report of the Merged
   Company's net assets ("Valuation Report");
5. The examination, approval and recommendation to the ASM of the proposal for approval of the Valuation Report;
6. The examination, approval and recommendation to the ASM of the proposal to approve the Merger, in accordance with article 227 of the Brazilian Corporation Law and the Merger Protocol;
7. The examination, approval and recommendation to the ASM of the proposal to amend the head provision of article 5 of the Company's Bylaws to update the Company's fully subscribed and paid-in share capital, within the limit of the authorized share capital, due to the increase in the Company's share capital approved at a Meeting of the Company's Board of Directors held on February 22, 2024;
8. The examination, approval and recommendation to the ASM of the consolidation of the Company's Bylaws;
9. Convening the Company's ASM, under the terms of article 23, item IV of the Bylaws, to deliberate on the matters indicated in items (i) to (xiii) above;
10. Authorization to the Company's directors to adopt all necessary measures to formalize the Merger and other deliberations; and
11. Approval of the convening of the Ordinary General Meeting of the company GDL Gestão de Desenvolvimento em Logística Participações S.A., as well as approving the convening of the Shareholder's Meetings of the companies, Catlog Logística de Transportes LTDA, Tegma Cargas Especiais Ltda., Tegmax Comércio e Serviços Automotivos Ltda., Niyati Empreendimentos e Participações Ltda., Tegma Logística de Armazéns Ltda., tegUP Inovação e Tecnologia Ltda., Tech Cargo Plataforma de Transportes Ltda., under the terms of article 23, item XXVII, of the Company's Bylaws, to deliberate on the accounts related to the fiscal year ended 12/31/2023 of the respective companies.

5. RESOLUTIONS: The directors present, by unanimous vote, without any reservations or restrictions, made the following decisions:

1. To recommend to the ASM the approval of the Company's Financial Statements and Management Report;
2. To recommend to the ASM the approval of the Company's capital budget proposal for the fiscal year ended December 31, 2024;

1. To recommend to the ASM the approval of the Proposal for Allocation of the Company's Profits;
2. To recommend to the ASM the approval of the proposed installation of the Fiscal Council, which will be composed of three (3) effective members and an equal number of deputy members;
3. To recommend to the ASM the approval of the proposal for the election of the candidates described in the Management Proposal to compose the Company's Fiscal Council with a mandate until the Ordinary General Meeting that will deliberate on the Financial Statements for the fiscal year ended December 31, 2024;
4. To recommend to the ASM the approval of the proposal to establish the global remuneration of directors and members of the Fiscal Council for the fiscal year ended December 31, 2024, in the amount of up to BRL 12,138,353.10;
5. To recommend to the ASM the approval of the proposed re-ratification of the annual global remuneration of the Company's directors for the fiscal year ended December 31, 2023, approved at the Ordinary General Meeting held on April 12, 2023, which will exceed the total amount of BRL 11,115. 845.32 for the total value of BRL 11,223,353.77, representing an effective increase of BRL 107,508.45.
6. To recommend to the ASM the approval of the Merger Protocol of Catlog Logística de Transportes Ltda., a limited liability company, with headquarters in the city of São Bernardo do Campo, state of São Paulo, at Avenida Nicola Demarchi, 2,000, Catlog sector, Demarchi district, Postal Code (CEP) 09.820-655, Corporate Taxpayer ID (CNPJ/MF) no. 02.096.806/0001-50, with its articles of association and bylaws filed with the Board of Trade of the State of São Paulo under NIRE no. 35233526179, recommending its approval to shareholders at the Company's ASM;
7. To recommend to the ASM the approval of the choice of BDO RCS Auditores Independentes S.S. Ltda, a simple limited liability company with headquarters in the City of São Paulo, State of São Paulo, at Rua Maj Quedinho, 90, 3rd floor, Centro, Postal Code (CEP) 01.050-901, Corporate Taxpayer ID (CNPJ/MF) No. 54.276.936/0001-79 and registered with the Regional Accounting Council of the State of São Paulo CRC 2 SP under no. 013846/O-1 ("Specialized Company"), to prepare the Assessment Report of the Merged Company, recommending approval to the shareholders at the Company's ASM;
8. To recommend to the ASM the approval of the Valuation Report prepared by the Specialized
   Company regarding the shareholder's equity of the Merged Company, as well as the values indicated therein, recommending to shareholders its approval in the Company's ASM;
9. To recommend to the ASM the approval of the Merger, under the terms of the Merger Protocol approved in item (viii) above, recommending to shareholders its approval at the Company's ASM;
10. To recommend to the ASM the approval of the amendment of the head provision of article 5 of the Company's Bylaws to update the Company's fully subscribed and paid-in share capital, within the limit of the authorized share capital, due to the increase in the Company's share capital approved at the Meeting of the Company's Board of Directors held on February 22, 2024.

To state that the Company's share capital will increase from BRL 318,524,163.57 to BRL 438,838,916.13, divided into 66,002,915 common, registered shares with no par value.

1. To recommend to the ASM the approval of the consolidation of the Company's Bylaws.
2. The directors approved, in accordance with article 23, item III of the Company's Bylaws, the call for the Company's EGM so that Shareholders can deliberate on items (i) to (xiii) above.
3. They authorized the Company's directors to adopt all necessary measures to formalize the Merger and other deliberations.

6. CLOSURE: As there was nothing further to be discussed, the meeting was closed, and these minutes were drawn up, which, after being read and found to be in order, were signed by all. São Bernardo do Campo, March 11, 2024, 3 pm. Signatures: Murilo Cesar Lemos dos Santos Passos, Chairman; and [Fernando Luiz Schettino Moreira], Secretary; Members of the Board of Directors: Murilo Cesar Lemos dos Santos Passos; Evandro Luiz Coser; Fernando Luiz Schettino Moreira; Orlando Machado Júnior; Mário Sérgio Moreira Franco; and Décio Carbonari de Almeida.

This is a true copy of the minutes drawn up in the proper Book.

________________________________	_______________________________
Murilo Cesar Lemos dos Santos Passos	Fernando Luiz Schettino Moreira
Chairman	Secretary