Tegma Gestão Logística S A : 2024 Annual and Extraordinary General Meeting - Call Notice

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

for all purposes

TEGMA GESTÃO LOGÍSTICA S.A.

Publicly Traded Company

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

State Enrollment No. (NIRE) 35.300.340.931

CALL NOTICE

ORDINARY AND EXTRAORDINARY GENERAL MEETING TO BE HELD

ON APRIL 11, 2024

This document hereby summons the shareholders of TEGMA GESTÃO LOGÍSTICA S.A. ("Tegma" or "Company"), to meet at an Ordinary and Extraordinary General Meeting, in a partially digital form, through the digital platform Microsoft Teams ("Digital Platform"), to be held on April 11, 2024, at 10:00 am ("OEGM" or "General Meeting"), at the Company's headquarters located at Avenida Nicola Demarchi, 2000, Bairro Demarchi, in the City of São Bernardo do Campo, State of São Paulo, Postal Code (CEP) 09820-655, in the manner set out in article 124 of Law No. 6,404, of December 15, 1976, as amended ("Corporation Law"), and in accordance with article 5, §2, item II and article 28, §2, item II and §3 of CVM Resolution No. 81, of March 29, 2022, as amended ("CVM Resolution 81/22"), in order to deliberate on the following agenda:

At the Ordinary General Meeting ("OGM"):

1. To examine, discuss and resolve on the Management Report and the Company's Financial Statements containing the explanatory notes, accompanied by the Report and Opinion of the Independent Auditors, the Audit Committee (Non-Statutory) and the Company's Fiscal Council, referring to the fiscal year ended December 31, 2023;
2. To resolve on the Company's capital budget proposal for the fiscal year ending on December 31, 2024, in accordance with article 196 of the Brazilian Corporation Law;
3. To resolve on the proposed allocation of the results for the Company's fiscal year ended December 31, 2023;
4. To resolve on the installation and definition of the number of seats on the Company's Fiscal Council for the 2024 fiscal year;
5. To resolve on the election of members of the Company's Fiscal Council; and
6. To establish the value of the global remuneration of the management and members of the Fiscal Council for the fiscal year ending on December 31, 2024, in accordance with article 15, item III, of the Company's Bylaws.

At the Extraordinary General Meeting ("EGM"):

(i) To resolve on the ratification of the annual global remuneration of the Company's

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management for the fiscal year ended December 31, 2023;

1. To resolve on the terms and conditions of the Incorporation and Justification Protocol signed by the Company's managers and the managers of Catlog Logística de Transportes Ltda.
   ("Catlog" or "Incorporated Company") on March 11, 2024 ("Incorporation Protocol"), with the entire share capital of the Incorporated Company being held directly by the Company
   ("Incorporation");
2. To resolve on the ratification of the appointment and hiring of the specialized company responsible for evaluating the net equity and preparing the Incorporated Company's valuation report ("Valuation Report");
3. To resolve on the approval of the Valuation Report of the Incorporated Company;
4. To resolve on the approval of the Incorporation, in accordance with article 227 of the Brazilian Corporation Law, and the Incorporation Protocol;
5. To resolve on the amendment of the caput 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;
6. To resolve on the consolidation of the Company's Bylaws; and
7. To authorize the Company's administrators to adopt all necessary measures to formalize the Incorporation and other resolutions.

General Information:

1. Documents available to shareholders: The Company's Management Proposal and
2. 
   Participation Manual ("Management Proposal and Manual") contains detailed guidelines for participation in the General Meeting. All documents relevant to the matters to be decided at the OEGM are available to shareholders, from this date forward, as set out in the Brazilian Corporation Law and CVM Resolution 81/22, and can be accessed at the Company's headquarters, at its investor relations website (https://ri.tegma.com. br/), as well as at the websites of the Brazilian Securities and Exchange Commission (CVM) (www.gov.br/cvm) and B3 S.A. - Brasil, Bolsa, Balcão ("B3") (www.b3.com.br).
3. Shareholder participation in the OEGM: The OEGM will be held in a partially digital format, which is why shareholder participation may occur:
   a. in-person or through a duly appointed attorney;
4. 1. via the Remote Voting Ballot ("Ballot"), with detailed instructions on the documentation required for remote voting appearing in the Ballot, which can be accessed at the electronic addresses of the Company (https://ri.tegma.com.br/), the CVM (http://www.cvm.gov.br) and the B3 stock exchange (www.b3.com.br); or
   2. via Digital Platform, in accordance with article 28, §§2 and 3 of CVM Resolution 81/22, in which case the shareholder or their duly appointed attorney may: (i) merely participate in the General Assembly, whether or not they have sent the Ballot; or (ii) participate and vote at the OEGM, noting that, for shareholders who have already sent the Ballot and wish to vote at the OEGM, all voting instructions received through the Ballot will be disregarded.
5. Documents required to take part in the OEGM: Shareholders holding shares issued by the

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Company may participate in the OEGM called through this notice by themselves, their legal representatives or attorneys. Proof of Company shareholder status for in-person attendance must be provided at least 72 hours in advance of the date of the OEGM, pursuant to article 126 of the Corporation Law and article 13, §3 of the Company's Bylaws, as applicable.

Shareholders who wish to participate in the General Meeting via the Digital Platform must submit said request to the Company to the email address [e-mail], with a request for confirmation of receipt, at least 2 days in advance of the General Meeting (i.e. by April 9, 2024), which must also be duly accompanied by the documents indicated in the Management Proposal and Manual. Pursuant to article 6, §3 of CVM Resolution 81/22, the Company emphasizes that access to the Digital Platform will not be permitted for shareholders who have not registered or do not present the necessary participation documents within the time frame established in this instrument.

4. Shareholder representation documents: The Company clarifies that, for this General Meeting, it will waive the need to submit physical copies of shareholder representation documents to the Company's office, as well as the submission of certified copies, the notarization of the grantor's signature on the power of attorney for shareholder representation, notarization, consularization, apostille and sworn translation of all shareholder representation documents; it will suffice to submit a simple copy of the respective original documents to the Company's email address, namely: [e-mail]

If the shareholder has not previously deposited the powers-of-attorney and representation documents within the period established for exclusive physical attendance, he/she may participate in the General Meeting as long as he/she presents, by the date on which the meeting is held, the original documents proving his/her powers and required to participate and vote, in accordance with article 6, paragraph 2 of CVM Resolution 81/22.

5. Information for participation and voting at the OEGM: Detailed information on the rules and procedures for participation and/or remote voting at the General Meeting, including guidance on access to the Digital Platform and/or submission of the Ballot, in accordance with CVM Resolution 81/22, is contained in the Management Proposal and Manual along with the other documents available at the websites of the Company (https://ri.tegma.com.br/), CVM (http://www.cvm.gov.br) and B3 (www.b3.com.br).

Access to the General Meeting will be restricted to shareholders, their representatives or attorneys who are accredited within the period set out in this Call Notice. Even if the shareholder has made a request to participate in the General Meeting within the stipulated period, if they do not have shares registered in the last list of the Company's shareholder base, they will not be able to access the General Meeting environment.

The submission of the Ballot through (i) custody agents that provide this service, in the case of shareholders holding shares deposited in a central depository, or (ii) to the Company's shares registrar or, even, (iii) directly to the Company, shall eliminate the need for prior accreditation. For additional information, observe the rules set out in CVM Resolution 81/22 and the procedures described in the Ballot.

The Company does not maintain forums and pages on the world wide web designed to receive comments from shareholders on the meeting agendas. However, the Company maintains an open relationship channel with its analysts and shareholders, through the Investor Relations website (http://ri.tegma.com.br) and email ([e-mail]), used to answer questions and provide any type of information relating to the Company.

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São Bernardo do Campo, March 20, 2024.

Murilo Cesar Lemos dos Santos Passos

Chairman of the Board of Directors

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