Tegma Gestão Logística S A : Minute of the Board of Directors´ Meeting
November 06, 2023 at 09:37 pm
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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) 02.351.144/0001-18
Minutes of the Meeting of the Board of Directors
DATE, TIME AND PLACE: Held on November 6, 2023, at 2:00 pm, via video conference as provided by the
Company's bylaws.
CALL AND ATTENDANCE: Pursuant to article 22, §1, of the Company's Bylaws, the meeting was called through the Call Notice transmitted electronically to the directors on October 30, 2023.
Present were the acting members of the Board of Directors, Messrs. Murilo Cesar Lemos dos Santos Passos, Fernando Luiz Schettino Moreira, Mário Sérgio Moreira Franco and Décio Carbonari de Almeida, who participated in the meeting via video conference, pursuant to paragraph 4 article 22 of the Company's Bylaws; Messrs. Evandro Luiz Coser and Orlando Machado Júnior sent their written votes in advance, which are on the table of works.
BOARD: President: Murilo Cesar Lemos dos Santos Passos
Secretary: Fernando Luiz Schettino Moreira
AGENDA: To decide on the following matters: (i) Manifest on the Company's Quarterly Information for the quarter ended on September 30, 2023; and (ii) Proposal for the payment of interim dividends and interest on equity, in accordance with the Company's dividend policy.
RESOLUTIONS:
A presentation was made on the Quarterly Information for the period ended on September 30, 2023. After analysis and discussion, the directors present, by unanimous vote, without any restrictions, expressed themselves in favor of the disclosure of the Company's Quarterly Information to the quarter ended on September 30, 2023.
Approve the proposal for payment of dividends, in the total amount of R$ 35,606,396.88 as follows: (i) distribution of interim dividends, in the amount of R$ 26,375,108.80, with the value of interim dividends per share of R$ 0.40; (ii) interest on equity in the amount of R$ 9,231,288.08, which corresponds to R$ 0.14 per share; the amount of interest on equity will be subject to Income Tax at the rate of 15% (fifteen percent), except for shareholders provenly exempt or immune; interest on capital will be imputed to the mandatory dividends related to the 2023 fiscal year, pursuant to article 9, paragraph 7, of Law 9.249/95.
Interim dividends and interest on equity will be paid to shareholders on November 23, 2023, benefiting shareholders included in the Company's shareholding position on November 9, 2023 ("Cut-off Date"). The Company's shares will be traded "ex-dividends" and "ex-interest on equity" as of November 10, 2023, inclusive.
6. CLOSING: There being no further matter to discuss, the meeting was adjourned, from which these minutes were drawn up, and, after being read and found to be in compliance, were signed by all. São Bernardo
do Campo, November 6, 2023, at 2:00 pm. Signatures: (Sg) Fernando Luiz Schettino Moreira, President; (Sg)
Décio Carbonari de Almeida; Secretary; Members of the Board of Directors: (Sg) Murilo Cesar Lemos dos Santos Passos; (aa) Evandro Luiz Coser; (Sg) Fernando Luiz Schettino Moreira; (Sg) Orlando Machado Júnior; (Sg) Mário Sérgio Moreira Franco; and (Sg) Décio Carbonari de Almeida.
This is a faithful copy of the minutes drawn up in the proper Book.
________________________________
_______________________________
Murilo Cesar Lemos dos Santos Passos
Fernando Luiz Schettino Moreira
President
Secretary
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TEGMA Gestão Logística SA published this content on 06 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 November 2023 21:35:20 UTC.
Tegma Gestao Logistica SA is a Brazil-based company engaged in the transportation sector. The Company is primarily involved in logistic services for the automotive industry. In addition, it provides transportation services for companies active in other areas, including fuel, agribusiness, pulp and paper, chemical, telecommunications and electronics industry. The Company also provides warehousing services. Additionally, the Company provides inspection services for imported vehicles. Through its subsidiary Direct Logistica Integrada SA, the Company offers courier services. As of December 31, 2011, the Companyâs subsidiaries were Tegmax Comercio e Servicos Automotivos Ltda, TGI Comercio Atacadista de Pecas Automotivas Ltda, Tegma Cargas Especiais Ltda, Tegma Logistica Integrada SA, PDI Comercio e Industria e Servicos Ltda, Direct Logistica Integrada SA and Niyati Empreendimentos e Participacoes Ltda. On February 1, 2012, the Company completed the aquisition of LTD Transportes Ltda.