Assembleia pendente de aprovação

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - TOTVS S.A. to be held on 04/19/2022

Shareholder's Name

Shareholder's CNPJ or CPF E-mail

Instructions on how to cast your vote

This Distance Voting Ballot (hereinafter, the Ballot), must be filled out if the shareholder chooses to exercise his/her/its right to vote at a distance, pursuant to Article 121, sole paragraph, of Law No. 6,404/1976 (Brazilian Corporations Act) and CVM Instruction No. 481/2009.

If the shareholder wishes to exercise his/her/its right to vote at a distance, he/she/it is required to fill in the fields above with his/her/its full name (or corporate name, in case of an organization) and the tax identification number with the Brazilian Ministry of Finance, be it the CNPJ number (for organizations) or CPF number (for individuals), in addition to a valid email address for any communication.

For this Ballot to be considered valid and the votes cast herein to be duly counted as part of the Meeting quorum (i) all fields below must be duly filled in; (ii) all of its pages must be initialed by the shareholder; and (iii) at the end, the shareholder (or his/her/its legal representative, as the case may be) must undersign it.

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider

The shareholder who chooses to exercise his/her/its voting rights at a distance may (i) fill out this Ballot and send it directly to the Company to the email addressri@totvs.com.br; or (ii) send their voting instructions to experienced service providers hired for that purpose, subject to the following guidance:

Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company / Instructions for meetings that allow electronic system's participation, when that is the case.

Shareholders who choose to exercise their right to vote at a distance by sending it directly to the Company must forward the following documents by e-mail, as informed above, to the attention of the Investor Relations Department: (i) a digital copy of this Ballot duly filled out, initialed, and signed; and (ii) a simple copy of the following documents:

  • a. For individuals: shareholders valid official ID with photo.

  • b. For companies and organizations: (i) the most recent restated Bylaws or Articles of Organization (as the case may be), accompanied by any subsequent changes that have not been restated; (ii) corporate documents able to prove the legal authority held by the individual undersigning on behalf of the shareholder; and (iii) valid official ID of the shareholders legal representative, with photo.

c. For Investment Funds: (i) the most recent restated Fund Regulation/Charter, (ii) the most recent restated Bylaws or Articles of Organization of the fund administrator or manager (as the case may be, subject to the Investment Funds voting policy); (iii) corporate documents proving the legal authority held by the individual undersigning on behalf of the shareholder; (iv) valid official photo identification document of such legal representative.

The Company hereby also informs that it will accept, exceptionally for this General Meeting, as a way to facilitate the participation of its remote shareholders, instruments of powers of attorney and distance voting ballots without the need of having the signature on it certified by a notary public or by a consular service.

Ballots, accompanied by the corresponding documentation, will be considered valid only if received by the Company, in full and in good order, up to seven (7) days before the meeting date, up to the 12th of April 2022, including this day.

Pursuant to Article 21-U of CVM Instruction 481, the Company will inform every shareholder if the documents received are sufficient for the vote to be considered valid, or else it will inform the shareholder of procedures and deadlines for eventual rectification or resubmission, if necessary.

Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number Shareholders who choose to exercise their right to vote at a distance through service providers must forward their voting instructions to their corresponding securities registration services agent/custodian, if they provide this type of service. For such purpose, shareholders shall contact their securities registration services agent/custodian and check the procedures required by them to forward their voting instructions via this ballot, as well as the documents and information required by such agents.

The collection and transmission of voting instructions can also be carried out by Banco Itaú, the TOTVS stock bookkeeping agent, through an electronic platform. For that purpose, shareholders must register themselves on the Itaú Securities Services Digital Meeting website: (https://www.itau.com.br/securitiesservices/assembleia-digital/).

Resolutions concerning the Annual General Meeting (AGM)

1. Reviewing and approving the Companys accounts as submitted by its Management, and also examine, discuss, and vote on the Companys Financial Statements for the fiscal year ended on December 31, 2021.

[ ] Approve [ ] Reject [ ] Abstain

2. Approving the capital budget for the purposes of article 196 of Brazilian Law 6,404/76.

[ ] Approve [ ] Reject [ ] Abstain

3. Deciding on the allocation of net income for such fiscal year and on the distribution of dividends, according to the Management Proposal, under the following terms:

Net income of the fiscal year 2021: R$368,492,462.57

Legal reserve: R$18,424,623.13

Interest on net Equity - stated on July 30, 2021: R$51,192,745.92 Interest on net Equity - stated on December 22, 2021: R$79,050,179.65 Retained earnings reserve: R$219,824,913.87

[ ] Approve [ ] Reject [ ] Abstain

4. Resolving that the Companys Board of Directors will be composed of 7 members in the 2022-2024 term of office;

[ ] Approve [ ] Reject [ ] Abstain

5. Do you wish to request the multiple voting process to be adopted for the election of the Board of Directors, pursuant to art. 141 of Brazilian Law No. 6.404/1976?

[ ] Approve [ ] Reject [ ] Abstain

Election of the board of directors by candidate - Total members to be elected: 7

6. Nomination of candidates to the board of directors (the shareholder can nominate as many candidates as the numbers of vacancies to be filled in the general election. The votes indicated in this filed will be disregarded if the shareholder with voting rights also fills in the fields present in the separate election of a member of the board of directors and the separate election referred to in these fields takes place).

Eduardo Mazzilli de Vassimon

[ ] Approve [ ] Reject [ ] Abstain Gilberto Mifano

[ ] Approve [ ] Reject [ ] Abstain Guilherme Stocco Filho

[ ] Approve [ ] Reject [ ] Abstain Laércio José de Lucena Cosentino

[ ] Approve [ ] Reject [ ] Abstain

Maria Letícia de Freitas Costa

[ ] Approve [ ] Reject [ ] Abstain Sylvia de Souza Leão Wanderley

[ ] Approve [ ] Reject [ ] Abstain Tania Sztamfater Chocolat

[ ] Approve [ ] Reject [ ] Abstain

7. In case of a cumulative voting process, should the corresponding votes to your shares be equally distributed among the candidates that you´ve chosen? [If the shareholder chooses "yes" and also indicates the "approve" answer type for specific candidates among those listed below, their votes will be distributed proportionally among these candidates. If the shareholder chooses to "abstain" and the election occurs by the cumulative voting process, the shareholder's vote shall be counted as an abstention in the respective resolution of the meeting.]

[ ] Yes [ ] No [ ] Abstain

8. View of all the candidates to indicate the cumulative voting distribution.

Eduardo Mazzilli de Vassimon [

Gilberto Mifano [

] Approve [

] Approve [ ] Reject [

] Reject [ ] Abstain / [

] Abstain / [ ] %

] %Guilherme Stocco Filho [

] Approve [

] Reject [

] Abstain / [

] %Laércio José de Lucena Cosentino [

] Approve [

] Reject [

] Abstain / [

] %Maria Letícia de Freitas Costa [

] Approve [

] Reject [

] Abstain / [

] %Sylvia de Souza Leão Wanderley [

] Approve [

] Reject [

] Abstain / [

] %Tania Sztamfater Chocolat [

] Approve [

] Reject [

] Abstain / [

] %

9. Determining the annual global compensation of the members of both the Board of Directors and the Board of Executive Officers for fiscal year 2022, according to the Management Proposal.

[ ] Approve [ ] Reject [ ] Abstain

10. Regulatory matter that is not an integral part of the Managements Proposal: do you wish to request that a fiscal council (supervisory board) is established, pursuant to art. 161 of Brazilian Law No. 6,404 of 1976 (the Brazilian Corporations Act)?

[ ] Approve [ ] Reject [ ] Abstain

11. In the event of a second call of this General Meeting, can the voting instructions contained in this ballot also be considered to hold the Meeting in the second call?

[ ] Approve [ ] Reject [ ] AbstainCity :__________________________________________________________________________

Date :__________________________________________________________________________

Signature :_____________________________________________________________________

Shareholder's Name :____________________________________________________________

Phone Number :__________________________________________________________________

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

TOTVS SA published this content on 19 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2022 00:13:04 UTC.