MATERIAL FACT

MATERIAL FACT

São Bernardo do Campo, June 16, 2014 – TEGMA GESTÃO LOGÍSTICA S.A. (“Tegma” or “Company”), pursuant to Article 157 of Law 6404/1976 and Article 2 of CVM Instruction 358/2002, hereby informs the public, the Brazilian Securities and Exchange Commission (“CVM”), the Securities, Commodities and Futures Exchange – BM&FBOVESPA S.A. (“BM&FBOVESPA”), its shareholders and the market in general of the following:

1. In June 14th the Company and its controlled company Niyati Empreendimentos e Participações LTDA. (“Niyati”) entered into a Share Purchase Agreement and Other Covenants with 8M PARTICIPAÇÕES LTDA. (“8M”), controlled by B2W – COMPANHIA DIGITAL (“B2W Digital”), for the sale of 100% of the equity interest of Direct Express Logística Integrada S.A. (“Direct”) (“Transaction”).

2. Pursuant to the Share Purchase Agreement the total purchase price to be paid by 8M for the acquisition of Direct’s shares will be R$ 127,000,000.00 (one hundred and twenty seven million reais).

3. The implementation of the Transaction is subject to the fulfillment of certain conditions precedents, which are usual in similar transactions, including the approval by the Brazilian antitrust authorities. In accordance with the applicable regulation, the Company will keep its shareholders and the market informed with respect to the evolution of the Transaction.

4. Tegma is one of the leading logistic companies in Brazil. In addition to leading the logistic sector for new cars, it operates in the Logistic Inbound for different areas in the road transportation, storage and management, and express deliveries.

5. B2W Digital is leader in e-commerce in Latin America. The Company operates through a digital platform, with business that presents significant synergy and a unique, multichannel, multibrand and multibusiness model. The Company portfolio is composed of the brands Americanas.com, Submarino, Shoptime, B2W Viagens, Ingresso.com, Submarino Finance and SouBarato, which offer more than 38 categories of products and services through internet, telesales, catalogs, TV and kiosks distribution channels.

6. Direct was founded in 2003 and provides logistic services focused on express deliveries, from the storage until the execution and acknowledgment of the deliveries, with a structure of 21,000 m2 for screening in São Paulo, having a staff of nearly 2,000 people, a fleet of 1,500 vehicles, a network of 64 delivery units throughout Brazil, certified and managed via WEB.

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RI Contacts:

Ian Nunes, +55 (11) 4397-9423, ian.nunes@tegma.com.br
Tiago Nishimura, +55 (11) 4397-2682, tiago.nishimura@tegma.com.br