Tegma Gestão Logística S A : Minutes of theFiscal Council Meeting

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

all purposes

TEGMA GESTÃO LOGÍSTICA S.A.

State Enrollment No. (N.I.R.E.) 35.300.340.931

Corporate Taxpayer ID (CNPJ/MF) No. 02.351.144/0001-18

MINUTES OF THE MEETING OF THE FISCAL COUNCIL

1. Date, time and place: Held on March 11, 2023, at 6:00 pm, at the headquarters of Tegma Gestão Logística
   S.A. ("Company" or "Tegma"), in the city of São Bernardo do Campo, state of São Paulo, at Avenida Nicola
   Demarchi, 2000, Bairro Demarchi.
2. Attendance: All members of the Fiscal Council in office: Messrs. Marco Tulio Clivati Padilha, Mauro Stacchini Jr. and Rubens Barletta, and as guests, the Administrative-Financial Director and Investor Relations Officer of the Company, Mr. Ramón Pérez Arias Filho, the Accounting and Tax Executive Manager, Mr. Sandro Peixoto da Silva, and the representatives of the Company's independent auditors, BDO RCS Auditores Independentes S.S. Ltda, Mr. Robinson Meira, who participated in the meeting via video conference.
3. Agenda: (i) examine and give an opinion on the Company's financial statements, containing the explanatory notes, and accompanied by the Management Report for the fiscal year ended December 31,
   2023 ("Financial Statements" and "Management Report"); (ii) examine and give an opinion on the
   Company's capital budget proposal for the year ending December 31, 2024 ("Capital Budget"), (iii) examine and give an opinion on the allocation of net profit for the fiscal year of the Company ending on
   December 31, 2023 ("Allocation of Profit"), and (iv) examine and give an opinion on the proposal to incorporate the entire share capital of Catlog Logística de Transportes Ltda. ("Catlog"), a wholly-owned subsidiary of the Company ("Incorporation"); and (v) issue an opinion on the examination of the documents mentioned in the previous items..
4. Records and Resolutions: The councilors present, by unanimous vote, without any reservations or restrictions, made the following decisions:

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1. Examined and approved the Financial Statements and the Management Report for the fiscal year ended December 31, 2023;
2. Examined and approved the capital budget proposal for the fiscal year ending on December 31, 2024;
3. Examined and approved the proposal for the allocation of results for the fiscal year ending on December 31, 2023;
4. Examined and approved the Catlog Incorporation proposal by Tegma, based on the related documents, namely: Incorporation Protocol and Justification, containing the reasons, purposes, criteria and conditions of the Incorporation, Accounting Valuation Report of Catlog's net equity, on the date- base of December 31, 2023, prepared by BDO RCS Auditores Independentes S.S. Ltda.;

Note that the Directors gave their opinion that the aforementioned documents are in a position to be assessed by the Company's Ordinary and Extraordinary General Meeting to be held on April 11, 2024 ("AGOE"); and

1. Based on the examinations carried out and the information provided, as well as the respective complementary documents presented at the meeting and filed at the Company's headquarters, they concluded that the Financial Statements and the Management Report adequately reflect, in all material aspects, the position financial statements of the Company on December 31, 2023 and expressed their support for the Financial Statements, the Management Report and the Proposal for Allocation of Results, which are in a position to be voted on by the AGOE.

5. Closing: There being no further matters to be discussed, the Meeting was closed, from which these minutes were drawn up in summary form, as provided in paragraph 1 of article 130, of the Corporations Law, which, read and found in accordance with, was signed by everyone. São Bernardo do Campo, March 11, 2024. Members of the Fiscal Council present: Marco Tulio Clivati Padilha; Mauro Stacchini Jr.; and Rubens Barletta.

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OPINION OF THE FISCAL COUNCIL

The Fiscal Council of Tegma Gestão Logística S.A., in compliance with legal and statutory provisions, examined the Management Report and the Financial Statements of the Company (parent company and consolidated), referring to the fiscal year ended on December 31, 2023, comprising the Balance Sheet, the Income Statement, the Statement of Changes in Shareholders' Equity, the Cash Flow Statement, the Statement of Added Value and the Explanatory Notes, as well as the Protocol and Justification of the Incorporarion, containing the reasons, purposes, criteria and conditions of the operation, Accounting Valuation Report of Shareholders' Equity, on the base date of March 11, 2024, prepared by BDO RCS Auditores Independentes

1. Ltda, for the purposes of accounting entries. Based on the examinations carried out, the clarifications provided by Management and, also considering, the Independent Auditors' Report on the Financial Statements, without reservations, issued by BDO RCS Auditores Independentes S.S Ltda, with headquarters in the City of São Paulo, State of São Paulo, at Rua Major Quedinho, nº 90, 3rd floor, Centro, CEP 01.050-901, registered with the Regional Accounting Council of the State of São Paulo CRC 2 SP under nº 013846/O-1 and with the CNPJ/MF under nº 54.276.936/0001-79, BDO RCS Auditores Independentes S.S Ltda on March 11, 2024, the Fiscal Council believes that the aforementioned documents, as well as the proposal for the allocation of net profit for the fiscal year ending on December 31, 2023, including the Interim dividends, the capital budget for the 2024 financial year and the proposal for the incorporation, by the Company, of its wholly-owned subsidiary Catlog Logística de Transportes Ltda., a limited liability company, headquartered in the city of São Bernardo do Campo, state of São Paulo, at Avenida Nicola Demarchi, nº 2.000, sector Catlog, Bairro Demarchi, CEP 09.820-655, registered with the CNPJ/MF under nº 02.096.806/0001-50, approved at a Meeting of the Board of Directors held on March 11, 2024, in all its relevant aspects are adequately presented and in a position to be considered and voted on by the Company's General Shareholders' Meeting.

______________________________	____________________________
Marco Tulio Clivati Padilha	Mauro Stacchini Jr.

_____________________________

Rubens Barletta

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