2020 ASM instructions
In view of the statement by the World Health Organization “WHO” that the spread of the new coronavirus (COVID-19) is characterized as a pandemic, and considering the measurements adopted to fight and contain the COVID-19 pandemic and the recommendations issued by the authorities, with the health and well-being of all in mind, Tegma Gestão Logística S.A. (referred as “Tegma” or “Company”) (B3: TGMA3) hereby presents measures it has adopted in order to enable the remote participation of its shareholders in the Annual Shareholder Meeting called for April 30, 2020, at 10:00 a.m. (“ASM”):
1 – General Information:
Shareholders may participate: (a) in person or through a duly established proxy; (b) through a remote voting ballot (“Ballot”), whereas the detailed guidelines on the documentation required for remote voting are presented in the Ballot; and (c) exceptionally for this Meeting, considering the latest updates on COVID-19 (coronavirus) cases in Brazil, as broadly informed in the media, the Company shall also provide shareholders or, in the case of proxy participation, their proxies, with the possibility of taking part in the Meeting through an electronic system, using the Microsoft Teams digital platform, pursuant to art. 21-C, §1 of CVM Instruction no. 481, issued on December 17, 2009, as amended (“CVM Instruction 481/09”).
2 – Attendance in person:
According to its usual practice and pursuant to article 13, paragraph 3 of its Articles of Organization, the Company requests that its shareholders present, within seventy two (72) hours before the date on which General Meetings are held, the required documents for participation and voting indicated in the applicable legislation.
Tegma clarifies that, exceptionally for this meeting, the Company shall not require the shareholder representation documents to be forwarded to the Company’s offices in physical versions, neither will it require the forwarding of certified copies with recognized signature of the grantor in the power-of-attorney for representation of the Shareholder, as well as any notarization, consular certification, annotation or sworn translation of any Shareholder representation documents, as the mere forwarding of a copy of the original versions of said documents to the following Company e-mail will suffice: firstname.lastname@example.org.
If the shareholder has not previously filed the power-of-attorney and representation documents within the established term, the shareholder may take part in the Meeting provided that they present, until the date on which the Meeting is held, original copies of documents proving their powers and required for participation and voting, pursuant to article 5, paragraph 2 of CVM Instruction 481/09.
3. Ballot Participation:
Any shareholder that chooses to exercise their remote voting right by forwarding the Ballot directly to the Company shall send the following documents to Avenida Nicola Demarchi, 2000, Demarchi district, City of São Bernardo do Campo, State of São Paulo, ZIP code 09820-655, care of the Investor Relations Department or to the Company’s e-mail address (email@example.com):
(i) remote voting ballot relative to the general meeting, duly completed, initialed on all pages and signed, with digital certificate signatures allowed;
(ii) certificate stating shareholding position within the Company (with no need for notarization, consular certification or annotation in the case of shareholders abroad);
(iii) a copy of the following documents:
· for individuals: identification document with a photo (ID Card (RG), Foreigner ID Card (RNE), National Driver’s License (CNH), Passport or officially acknowledged worker class documents) and shareholder’s Individual Taxpayer ID (CPF) (unnecessary if the CPF number is included in the identification document forwarded);
· for legal entities: latest by laws, as well as the corporate documentation granting powers of representation (minutes of the election of the Board of Directors (if any), minutes of the election of the Board and/or power-of-attorney), as well as an identification document with a photo of the legal representative(s); and
· for investment funds: latest consolidated fund regulations and the by laws or incorporation of its manager, as well as the corporate documents granting powers of representation (minutes of the election of officers and/or power-of-attorney) and an identification document with a photo of the legal representative(s).
In addition to the possibility of voting remotely by sending the Ballot directly to the Company, shareholders will be able to transmit the instructions for filling out the Ballot to service providers able to provide collection services and to transmit instructions for filling out the Ballot.
Pursuant to CVM Instruction 481/09, shareholders must transmit the instructions for filling out the Ballot to their clerk or custody agents in up to seven (7) days before the date on which the meeting is held.
Shareholders must contact their respective custody agents to verify the procedures established for the issuance of Ballot-based voting instructions, as well as the documents and information required.
4. Participation in the ASM via Digital Platform:
Any shareholder who wishes to participate (and vote) through the electronic system must send said request to the Company at firstname.lastname@example.org, requesting confirmation of receipt, with at least 48 hours in advance of the Meeting (i.e. until 10:00 a.m. of April 28, 2020), which must also accompany all shareholder documents required to take part in the Meeting.
The Company shall send respective instructions for access to the electronic system for participation in the Meeting to Shareholders who have presented their request within the term and conditions set out above. Duly registered shareholders who participate through the Microsoft Teams digital platform shall be considered in attendance at the Meeting, being allowed to exercise their respective voting rights and to sign the respective Minutes of the Meeting, pursuant to art. 21-V, item III and sole paragraph of CVM Instruction 481/09.
If the Shareholder who has requested participation through electronic means does not receive an email from the Company with instructions for access and participation at the Meeting with at least 24 hours in advance of the Meeting (i.e. until 10:00 a.m. of April 29, 2020), they must contact the Company by calling +55 (11) 4397-9423 in any scenario before 09:00 a.m. of April 30, 2020 – in order to receive (by e-mail or telephone) the respective access instructions.
The Company also recommends that shareholders who wish to attend the Meeting electronically become familiar with the use of the Microsoft Teams digital platform in advance, as well as ensure the compatibility of their respective electronic devices with the use of the platform (by video and audio). In addition, the Company requests that such shareholders, on the day of the Meeting, access the platform at least 30 minutes in advance of the time scheduled for the beginning of the Meeting in order to allow for the validation of the access and participation of all shareholders who attend it.
The Company strongly suggests that preference be given to the Ballot or to participation through the electronic system made available by the Company through the Microsoft Teams digital platform for the purpose of participating in the Meeting.
The Company, however, shall not be held responsible for any operational or connection problems that the shareholder may face, as well as for any other issues outside the Company that may make it difficult or impossible for the shareholder to participate in the ASM by electronic means.
The Company also recommends that shareholders who request their participation by electronic means be familiarized in advance with the use of the Microsoft Teams digital platform, as well as ensure the compatibility of their respective electronic devices with the use of the platform (by video and audio).
In addition, the Company requests such shareholders, on the day of the ASM, to access the platform at least 30 minutes before the scheduled time for the ASM to start, in order to allow the validation of the access and participation of all shareholders who use it.
The Company reiterates its commitment to the adoption of measures to fight the COVID-19 pandemic and its commitment with the safety of its shareholders and employees and the communities in the regions where it operates.
This information is also provided on the Company’s Investor Relations website, ri.tegma.com.br.
São Bernardo do Campo, April 17, 2020.
Ramón Pérez Arias Filho
Chief Financial Officer and Investor Relations Director