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.

State Enrollment No. 02.351.144/0001-18

Corporate Taxpayer ID 35.300.340.931

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

1. DATE, TIME AND PLACE: held May 23, 2024, at 9:30 am, at the headquarters of Tegma Gestão Logística S.A.

("Company" or "Tegma"), in the City of São Bernardo do Campo, State of São Paulo, on Av. Nicola Demarchi, nº 2.000, Bairro Demarchi.

2. 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 May 16, 2024. All acting members of the Board of Directors were present in deliberations (i) and (ii), and for deliberation (iii) on the agenda, members Fernando Luiz Schettino Moreira, Evandro Luiz Coser and Orlando Machado Júnior were physically absent from the room and deliberations due to declaration of conflict of interests.

3. BOARD:President: Murilo Cesar Lemos dos Santos Passos

Secretary: Fernando Luiz Schettino Moreira

1. AGENDA: Resolve on the following matters: (i) Presentation of the work carried out by the Audit Committee, referring to the 1st quarter of 2024, as provided for in article 22, item V, paragraph 5, of the Novo Mercado Regulation; (ii) Assessment of the opportunity to subscribe to securities convertible into equity (convertible notes) in a fundraising operation by Rabbot Technologies Ltd., controlling company of Rabbot Serviços e Tecnologia Ltda., due to the strategic acquisition of marketplace technology for automotive parts to be added to its services; (iii) Approval of investment in leased property, owned by Pactus Empreendimentos e Participações LTDA, a related party of the Company, in the city of Gravataí/RS.
2. RESOLUTIONS: The directors present, by unanimous vote, without any reservations or restrictions:

1. Were made aware of the presentation of the work carried out by the Audit Committee, referring to the 1st quarter of 2024, as provided for in article 22, item V, paragraph 5, of the Novo Mercado Regulation;

(ii.a) Having understood the opportunity to subscribe to securities convertible into equity (convertible notes) presented by Rabbot Technologies Ltd. as controlling company of Rabbot Serviços e Tecnologia Ltda., the Board decided that it is in the Company's interest that the controlled company tegUP Inovação e Technology Ltda. subscribe to convertible notes with a nominal value of R$10,000,000.00 (ten million reais), with a conversion period of 24 (twenty-four) months, except for liquidity events. The subscription to convertible notes is part of fundraising with the purpose of enabling the acquisition of marketplace technology for automotive parts, to be added to the digital services offered by Rabbot Serviços e Tecnologia Ltda.;

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(ii.b) The Board of Directors is authorized to guide and monitor the management of the subsidiary tegUP Inovação e Tecnologia Ltda. in the negotiation and execution of documents formalizing the subscription of convertible notes, namely: Board Resolution; Note Purchase Agreement; Preference Shareholder Consent; Waiver of Right of First Refusal, in compliance with the parameters set out above, as well as contributing the resources to the subsidiary up to the limit of the nominal subscription value of the convertible notes and observing the business conditions defined with the investee, all with the applicable precautions and safeguards and in order to reflect the best interests of the Company and its subsidiary tegUP..

(iii). Having registered the abstention from voting and participating on the resolution discussions, due to conflict of interests, of the members of the Board of Directors Fernando Luiz Schettino Moreira, Evandro Luiz Coser and Orlando Machado Júnior, the investment in property leased by the Company and owned by the related party Pactus Empreendimentos E Participações LTDA, in the city of Gravataí/RS, was approved. The investment may be worth up to R$9,800,000.00, following all applicable procedures to identify the best suppliers, commutative nature of the transaction and compliance.

CLOSING: 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. Place and date: São Bernardo do Campo,

May 23, 2024, at 9:30 am. Signatures: (i) Board: (sg) Murilo Cesar Lemos dos Santos Passos, President; (sg)

Fernando Luiz Schettino Moreira, Secretary; (ii) Members of the Board of Directors: (aa) Murilo Cesar Lemos dos Santos Passos; (sg) Evandro Luiz Coser; (sg) Fernando Luiz Schettino Moreira; (sg) Orlando Machado Júnior; (sg) Mário Sergio 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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