Valuation Assumptions Guide

About Tegma

Tegma is a logistics operator active throughout Brazil in transportation, warehousing, and supply chain management services for various sectors of the Brazilian economy.

The company is segmented into two divisions: automotive logistics (which currently consists of brand-new and pre-owned vehicle logistics) and integrated logistics. Vehicle logistics represent the Company's main operation, founded in 1969, and consists of the logistics of brand-new vehicles from assemblers or ports to dealers or ports (domestically produced vehicles, imported vehicles, and exports), including not only transportation but also yard management, warehousing, tracking, and preparation for sale (PDI — pre-delivery inspection). Through the Fastline subsidiary, the Company operates pre-owned vehicle and motorcycle logistics for rental, insurance, and fleet managers, from stores to dealers and from plants to clients.

The Integrated Logistics division is divided into two operations: bulk logistics, which consists of managing inputs between suppliers and the production lines of chemical plants (mainly soap powder plants and glass factories), and packaging management, which manages parts from manufacturing until delivery to appliance producers. Additionally, the warehousing service offers inventory management, labeling, and kitting to consumer goods companies such as food and e-commerce companies.

The company has an essentially asset light strategy, i.e. not very capital intensive, since most of the fleet used for transportation is outsourced and its warehouses and yards are, for the most part, leased.

Automotive Division Results

Revenue from the Vehicle Logistics Operation depends mainly on brand-new vehicle transportation services, but also on used vehicle transportation, yard management, warehousing, and PDI (pre-delivery inspection)¹, as well as vehicle transfers between assemblers and yards.

Brand-new vehicle transportation revenue (the largest portion of the division's revenue) is derived from a tariff charged per kilometer traveled by each transported vehicle, while PDI, used vehicle logistics, and yard management revenues depend on customer demand for those services.

Since the transportation revenue of the Brand-New Vehicle Logistics operation corresponds to the vast majority of the division's revenue, and the other operations have no measurable revenue parameters, the Company's suggestion is to forecast only the brand-new vehicle logistics revenue, as detailed below.

How to calculate the transportation revenue for the Brand-New Vehicle Logistics operation?

¹ Inspection, preparation, component installation, and tropicalization of vehicles, which receive instruction labels and manuals in Portuguese, in addition to all items and accessories required by Brazilian law.

Indicator — vehicles transported and market share

The number of vehicles transported by Tegma in the last five years (2021-2025) corresponded, on average, to 24% of the number of light and light commercial vehicles sold in Brazil and exported. Tegma transports vehicles for domestic deliveries (domestically produced or imported) and for export (which can be by road to Mercosur countries or to ports). The Company also delivers vehicles acquired by rental car companies (RACs), which have gained a lot of ground in recent years.

The market share of the transportation service for brand-new vehicles is calculated according to the table below:

¹ Source: Carta da ANFAVEA — Light and light commercial vehicles (anfavea.com.br)

Indicator — average distance

The average distance is an indicator disclosed in Tegma's results that reflects the distribution radius of our deliveries. It is calculated by dividing the total number of kilometers traveled by all vehicles (e.g., a truck with ten vehicles that travels 1,000 km and delivers all vehicles to the same destination will contribute 10,000 km to the total distance) by the number of vehicles transported.

Changes in this indicator reflect the share of vehicle sales in the regions served by Tegma throughout the country. Since a large portion of the vehicles both produced and imported in Brazil pass through the Southeast region, the greater the share of sales outside the Southeast, the greater Tegma's average distance. The history of this indicator is shown in the table below.

Indicator — revenue by km/vehicle

Although this is an approximation, dividing the gross revenue of the vehicle logistics operation by the total kilometers traveled in that period makes it possible to estimate the tariff charged to customers per vehicle per kilometer traveled. The tariff is adjusted annually based on logistics inflation negotiated with customers.

Note: the vehicle logistics segment revenue disclosed includes services other than transportation alone, which may vary under a different dynamic. Therefore, the estimate is not 100% accurate, but since a large part of the revenue comes from transportation, it should be a close approximation.

Cost of services provided and expenses

The division's cost of services provided mostly corresponds to the freight that Tegma pays to outsourced truck drivers, who are responsible for delivering vehicles to dealerships or ports.

Variable costs correspond to freight, fuel, PIS/Cofins credits, and other variable costs, and averaged 64.2% of net revenue over the last 5 years.

Fixed costs correspond to operational personnel costs (mainly those responsible for handling vehicles in consolidation yards), depreciation, and other costs such as maintenance of the company-owned fleet, surveillance, insurance, and fuel (used by the company-owned fleet, which represents about 7% of the total fleet), among others. Fixed costs averaged 13.4% of net revenue over the last 5 years.

Expenses

The division's expenses include general and administrative expenses and other revenues and expenses.

Depreciation/amortization

The division's depreciation/amortization mainly reflects the depreciation of improvements to company-owned yards and transportation equipment, in addition to the amortization of the right of use of leased properties.

Income statement — Automotive Division

Integrated Logistics Division Results

The gross revenue of warehousing mainly depends on demand for inventory management; billing is based on the peak volume hired by clients in a given period.

Industrial logistics gross revenue, in turn, is directed towards two segments: chemicals and appliances. The industrial logistics gross revenue from the chemicals segment depends on the tonnage of chemical products transported and stored between the Port of Santos/SP, the warehouse in Cubatão/SP, and the respective plants. The growth dynamics of this business depend on sales of essential personal care products and glass production in the country (both industries depend on the raw material that Tegma manages).

The industrial logistics gross revenue from the appliances segment depends, in turn, on: i) the number of trips to collect parts from various suppliers and deliver them to clients' factories; and ii) the return on investments made in acquiring packaging to accommodate parts during logistics, based on a management fee for this service. The growth dynamics of this business depend mainly on home appliance sales in the country.

Cost of services provided and expenses

The division's cost of services provided corresponds to: (i) freight settled with outsourced logistics operators; (ii) warehouse rental costs; and (iii) other fixed costs, such as property maintenance and surveillance, among others. Variable costs correspond to freight, PIS/Cofins credits, and other variable costs.

Expenses

The division's expenses correspond to a small number of dedicated areas.

Depreciation/amortization

The division's depreciation/amortization mainly reflects assets such as improvements to warehouses and company-owned transportation equipment, as well as amortization of the right of use of leased properties.

Income statement — Integrated Logistics

Consolidated Results

Consolidated Financial Result

The consolidated financial result stems from debts and financial investments, detailed in the cash/investments and financial debt section. Below is the evolution of the financial result.

The average cost of debt at the end of 2025 was CDI + 1.34% p.y.

Equity Pickup

Tegma's current equity pickup corresponds to 50% of the joint venture GDL (general and bonded warehousing operations in Espírito Santo) and 16% of Rabbot, an investee startup of the Corporate Venture Capital tegUP. Until 4Q21, it also considered 10% of the startup Frete Rápido (a freight marketplace for online retailers, an investment made by the startup accelerator tegUP), and until 2Q22, 49% of the non-operational company Catlog.

GDL is a joint venture between Tegma and the Silotec Group, active in Cariacica/Espírito Santo, serving the market's main bonded warehousing, distribution center, automotive, and PDI services. It serves the market's main channels, including: inbound and outbound, B2B operations (trade, stores and boutiques, distributors), B2C, and cross-docking. Main segments: consumer goods, pharmaceuticals and cosmetics, home'n care, fashion, chemicals, machinery, and imported vehicles. Area of over 1 million m², spread across covered warehouses, vehicle yards, and containers in general.

Income Tax and Social Contribution

The Company's tax rates for income tax and social contribution on net income are 25% and 9%, respectively. Through 2025, the items excluded from the taxable base were: equity pickup, tax benefit from the payment of interest on equity (IOE), and permanent differences.

Main items explaining the difference between the nominal and effective rate

* Pursuant to CONFAZ ICMS Agreement 106/96, Tegma was granted a credit of 20% on the amount of ICMS due relating to the provision of transport services. This benefit was in effect through fiscal year 2023 (inclusive). Law 14,789 of December 29, 2023 (in effect since January 1, 2024) established the taxation of any tax incentives, including the presumed ICMS credit, which became part of the IRPJ/CSLL calculation basis starting in 2024.

Working Capital and Indebtedness

Working capital

Tegma's working capital is concentrated in accounts receivable from customers, net of accounts payable to suppliers/freight, since — due to the nature of the company's operations — the inventory account is irrelevant. Working capital in 2025 corresponded to 41 days.

Indebtedness

The company's financial leverage has decreased over the last 4 years due to positive free cash flow during the period. Financial debts had an average cost, as of December 31, 2025, of CDI + 1.34%.

Debt maturity schedule

Fixed Assets and Investment (CAPEX)

The company is essentially asset light as a result of its outsourced transportation business model. However, some strategic investments are necessary, such as yards to stay close to the automakers served, as well as improvements to third-party yards for vehicle operations. In Integrated Logistics, packaging is acquired for the appliance operation, and semi-trailers are acquired for transporting chemical products.

In recent years, CAPEX was mainly concentrated in the categories highlighted in the table below. Consolidated CAPEX represented, over the last five years, between 1.7% and 4.1% of consolidated gross revenue.

Free Cash Flow to Firm

The company's free cash flow has been positive due to cost control during the years of crisis and, additionally, the release of working capital in years with lower revenue. It declined in 2021 due to a commercial negotiation that temporarily increased working capital needs, which was resolved during 2022.

History of Dividends

The company has an indicative policy of distributing at least 50% of net income for the year, with two interim payments in August and November. The table below shows the history of dividend distributions. (The 2025 figure considers complementary dividends to be approved at the 2025 Annual General Meeting.)

¹ Considering net income adjusted by legal reserves and the constitution of tax incentive reserves.
² Considering net income adjusted only by legal reserves.

Investor Relations Team