Material Fact

MATERIAL FACT

São Bernardo do Campo, January 10, 2012 – Tegma Gestão Logística S.A. (BM&FBovespa: TGMA3), an integrated logistics services company and leader in the new-vehicle logistics segment for the automotive industry, pursuant to Paragraph 4, Article 157 of Law 6,404/1976 (as amended) and Article 2 of CVM instruction 358/2008 (as amended), hereby informs the Securities and Exchange Commission of Brazil (CVM), the São Paulo Stock Exchange (BM&FBOVESPA), its shareholders and the market in general of the following.

1. On January 10, 2012, it entered into a business purchase and sale agreement with LTD TRANSPORTES LTDA (“LTD”) and its partners, for the acquisition by TEGMA of LTD.

2. Among the conditions typical in operations of this nature, the implementation of the acquisition is subject to financial, operational and legal audits of LTD to confirm commercial positions, as well approval by TEGMA’s Board of Directors.

3. LTD is a cargo distributer in the e-commerce segment. Gross revenue in 2011 is estimated at forty-five million reais (R$ 45,000,000.00).

4. The acquisition is in line with TEGMA’s long-term strategy of expanding and consolidating its activities in the distribution segment.

5. TEGMA further declares that the Acquisition Agreement contains clauses typical to similar operations, that the information disclosed here reflects the current stage of the acquisition negotiations and that, in line with the standards of information and transparency adopted by TEGMA, the company will publicly inform the CVM, the BM&FBOVESPA, its shareholders and the market in general of any developments in regard to the acquisition negotiations.

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