Notice of Partial Spin-Off by Absorption

Notice of Partial Spin-Off by Absorption In compliance with Article 5 of the Colombian Law 222 of 1995 and pursuant to Article 174 of the Colombian Code of Commerce, NOTICE IS HEREBY GIVEN that Tetris Logística S.A.S., a company duly incorporated and existing under the laws of the Republic of Colombia, domiciled in Bogotá D.C., and identified with Tax ID (NIT) No. 901.029.518- (the "Demerging Company"), intends, without being dissolved, to transfer collectively a portion of its assets and liabilities to NW COL, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, United States of America, with its principal place of business at Wilmington, and identified with Registration Number 10590258 (the "Beneficiary Company" and, together with the Demerging Company, the "Participating Companies") (the "Spin-Off"). The foregoing, as set forth in the Spin-Off Project (Proyecto de Escisión) duly approved at the extraordinary meetings of the General Shareholders' Meeting of the Demerging Company held on May 29, 2026, as well as in the resolution evidenced by the written consent of the sole member of the Beneficiary Company, executed on June 5, 2026 together with the respective interim financial statements of the Paticipating Companies as of April 30, 2026, which served as the basis for the Spin-Off (the "Spin-Off Financial Statements"), which were audited by Ernst & Young Audit S.A.S., in its capacity as statutory auditor (Revisor Fiscal) of the Demerging Company, and certified by Onyebuchi Chukwuma in its capacity as CPA of the Beneficiary Company. In accordance with the Spin-Off Financial Statements, the principal figures of the proposed Spin-Off are as follows: 1. Accounting Figures of the Spin-Off 1.1 Prior to the Spin-Off (a) The Demerging Company has an equity in the amount of USD$58,195,669 (COP$210,776,565,000); total assets in the amount of USD$58,201,763 (COP$210,798,637,000); total liabilities in the amount of USD$6,094 (COP$22,072,000); and subscribed and paid-in capital in the amount of USD$7,088,403 (COP$25,673,204,000). (b) The Beneficiary Company has equity in the amount of USD$0 (COP$0); total assets in the amount of USD$0 (COP$0); total liabilities in the amount of USD$0 (COP$0); and capital stock of USD$0 (COP$0). 1.2 Post-Spin-Off: (a) The Demerging Company shall have equity in the amount of USD$6,962,801 (COP$25,218,292,000); total assets in the amount of USD$6,968,895 (COP$25,240,364,000); total liabilities in the amount of USD$6,094 (COP$22,072,000); and subscribed and paid-in capital in the amount of USD$7,088,403 (COP$25,673,204,000). (b) The Beneficiary Company shall have equity in the amount of US$51,232,86 (COP$185,558,273,000); total assets in the amount of USD$51,232,86 (COP$185,558,273,000); total liabilities in the amount of USD$0 (COP$0); and capital in the amount of USD$0 (COP$0). 2. Valutation Method Applied For purposes of the Spin-Off, and in compliance with applicable Colombian regulations, the valuation method used to determine the value of the assets and liabilities transferred collectively from the Demerging Company to the Beneficiary Company was the book value recorded as of April 30, 2026, in accordance with the Spin-Off Financial Statements submitted to, and approved by, the corporate bodies of each the Participating Companies. 3. Share Exchange Method Inasmuch as the sole shareholder and/or member of each of the Participating Companies is the same entity, such shareholder and/or member shall participate in the equity of the Beneficiary Company in the same proportion as it currently holds in the Demerging Company; accordingly, no share exchange ratio is required to be established. 4. Available Information The documentation relating to the Spin-Off process between the Participating Companies is available for inspection by creditors at Carrera 69 No. 21-63, Montevideo Industrial Zone, Bogotá D.C., Colombia. 5. Publications In accordance with Section 6.13.2 of External Circular 100-000008 of 2022 issued by the Colombian Superintendence of Companies (Superintendencia de Sociedades), this notice is published in (i) La República newspaper, which qualifies as a newspaper of broad circulation both nationwide and in the corporate domicile of the Demerging Company; and (ii) The News Journal newspaper, which qualifies as a newspaper of broad circulation in the corporate domicile of the Beneficiary Company. Accordingly, this publication shall be deemed to satisfy the notice requirements in respect of the Spin-Off for both the Demerging Company and the Beneficiary Company, and no additional publication shall be required for such purposes. In compliance with Subsection 3 of Article 174 of the Colombian Commercial Code, the statutory auditor (Revisor Fiscal) of the Demerging Company issued the corresponding certification, wich may be consulted at the address indicated in Section 4 above. Matheus Trinca Fernandes Legal Representative of the Participating Companies June 14 2026 LDOV0532827