TOTVS S A : Annual and Extraordinary General Meeting - 04/19/2022 - Manual to Attend

TOTVS S.A.

A publicly-held corporation

Corporate Taxpayer's Id. (CNPJ/ME) No. 53.113.791/0001-22 Company Registry (NIRE) 35.300.153.171

• 1. MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

• 2. AGENDA OF THE MEETINGS

• 3. GUIDELINES FOR TAKING PART IN MEETINGS

  • 3.1 DATE, TIME, AND PLACE OF MEETINGS

  • 3.2 GENERAL INFORMATION

• 4. USEFUL LINKS

This document is property of TOTVS. All rights reserved. ©

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1. MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

São Paulo, March 18, 2022

We are pleased to invite all shareholders, on behalf of the Board of Directors, to take part in the Annual and Extraordinary General Meetings of TOTVS S.A. (hereinafter referred to as "TOTVS") to be held, cumulatively, on April 19, 2022 at 10:00 a.m. (BRT) at the headquarters of TOTVS located at Avenida Braz Leme, No. 1.000, Casa Verde district, in the city of Sao Paulo, State of Sao Paulo, Brazil, under the provisions of the Meeting Notice to be published in the Valor Econômico newspaper (the "Meetings").

In this introductory letter, I would like to start by proposing a reflection on the meaning of year 2021 for the world. At first, the most obvious conclusion would be to say that it was exactly the same thing as 2020, that nothing had changed, and that the Covid-19 health crisis continued to rule over the global spotlight, again. It is an undeniable fact that the challenges surrounding the global COVID pandemic have remained and have expanded as we have seen new variants emerge, but we have gone much further: amidst uncertainties and so many immeasurable losses, we have tested our capacity for resilience as never before and we watched the infinite ability of human beings and organizations to reinvent themselves and adapt faced with a period as adverse as the one we are currently experiencing.

The legacy is positive: we have fully adjusted ourselves to this new reality. We are adaptable. With science and technology, we created vaccines; we challenged the limits of logistics by distributing them globally; we changed the work dynamics to a hybrid and flexible model; we called on the world to take a new look at the global challenges at COP26, among many other adaptations that had to be made. We didn't stop at any time; rather, we worked hard and responded quickly to it all.

For TOTVS, entrepreneurship and digitalization are must-have ingredients in this new reality. All TOTVERs are nonconformists and don't get used to less than what they're actually capable of delivering. It is not just a striking motto; rather, it is something that permeates our culture and was translated into our daily attitudes and deliveries of that period: we turned the 3D ecosystem into reality (Management, Business Performance, and Techfin); we created disruptive alliances such as the partnership with B3 at Dimensa; we structured an innovative investment model through the Corporate Venture Capital as a Service mechanism. In common with these and many other achievements, we have the "technology" factor, which is the most genuine thing we have.

As to ESG (Environmental, Social, and Governance), our performance was marked by significant progress, driven by implementing the ESG Policy guidelines. About the E pillar, we developed the first inventory of GHG - Greenhouse Gas - emissions from TOTVS operations as an important step in our environmental agenda. As to the S pillar, we continued strengthening our relations with the community by creating partnerships with the government and society to promote training to achieve skilled labor; we contributed to the employability of many young people through the Social Opportunity Institute (IOS); we continued promoting our Diversity and Inclusion Program; and we structured the flexible work model to be implemented after the pandemic, besides the planning and feasibility of other health and safety measures, as part of TOTVS'S contribution to achieve SDGs 4, 5, and 8, respectively. About the G pillar, we renewed the ESG materiality matrix by engaging our stakeholders, and reinforced our commitment to the highest level of ethics and transparency in business relationships, with emphasis on the approval of the Audit Committee's Charter and its conversion into a Statutory Audit Committee, besides the approval of the new Data Privacy and Indemnity Policies for the Management members.

Eventually, to top it all off, we bid farewell to 2021 by celebrating our 15th anniversary of IPO at B3. We were born as the first unicorn and became the largest technology company in Brazil. Our almost 40-year trajectory has always been marked by hard work, overcoming and determination, and when we had to look back, it was to better understand the present and tackle the challenges of the future. We made the right choices and the bestdecisions at every moment in the face of each challenge. We rejuvenated, made progress on this journey, and all this was achieved alongside our clients, customers, partners, TOTVERS and our stockholders who believed in our legacy and invested in us, in our strategy, in our vision of the future.

With the above considerations in mind, we highlight that the matters to be resolved at the Meetings are described in the Call Notice and in this document, which is composed of the Management's proposals and general guidelines to take part in the Company's Meetings, both announced to the market today, and include, among others, topics such as approval of the management's accounts and financial statements, the allocation of the results for the fiscal year 2021, the proposal for compensation of the management members for the fiscal year 2022, and the election of members of the Board of Directors.

Accordingly, I kindly ask everyone to examine with care the documents connected to the Meetings that are available at the headquarters of TOTVS and also on the Investor Relations website on the links pointed out in the corresponding section 4 of this Guide, and on the websites of the Brazilian Securities and Exchange Commission (www.cvm.gov.br) and B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br).

Yours faithfully,

LAÉRCIO JOSÉ DE LUCENA COSENTINO

Chairman of the Board of Directors

2. AGENDA OF THE MEETINGS

For the Annual General Meeting:

1. Reviewing the Company's accounts as submitted by its Management, and also examine, discuss, and vote on the Company's financial statements for the fiscal year ended on December 31, 2021.

We propose that the management accounts and audited financial statements for the fiscal year 2021 be approved with no restriction, as disclosed on February 16, 2022 on the websites of the Brazilian Securities and Exchange Commission ("CVM") and B3 S.A. - Brasil, Bolsa, Balcão ("B3"), and published on February 17, 2022 in the "Valor Econômico" newspaper.

Pursuant to article 9, III, of CVM Instruction No. 481 of December 17, 2009 ("CVM Instruction 481/09"), the Executive Officers' comments on the Company's financial status are detailed in EXHIBIT I to the Management's Proposal.

2. Deciding on the capital budgeting for complying with article 196 of Brazilian Law 6.404/76 (the Brazilian Corporations Act)

As detailed in EXHIBIT II of the Management's Proposal, we hereby propose the allocation, to face the Company's investment plan in 2022, substantially connected to expansion projects, acquisition of assets, and strategic initiatives, in the amount of R$219,824,913.87 (two hundred and nineteen million, eight hundred and twenty-four thousand, nine hundred and thirteen Reals and eighty-seven cents), to be supported by retained earnings and own resources generated by the Company's operating activities.

3. Deciding on the allocation of net income for such fiscal year and the distribution of dividends.

As detailed in EXHIBIT III to the Management's Proposal, we hereby propose the following allocation of net income of the fiscal year 2021:

Net profit of the fiscal year 2021	R$368,492,462.57
Legal reserve	R$18,424,623.133
Interest on net Equity - stated on July 30, 2021	R$51,192,745.92
Interest on net Equity - stated on Dec. 15, 2020	R$79,050,179.65
Retained earnings reserve	R$219,824,913.87

Out of the total net profit for the fiscal year ended on December 31, 2021 in the amount of R$368,492,462.57 (three hundred and sixty-eight million, four hundred and ninety-two thousand, four hundred and sixty-two Reals and fifty-seven cents), we hereby propose that the these amounts be allocated as follows: (a) R$18,424,623.13 (eighteen million, four hundred and twenty-four thousand, six hundred and twenty-three Reals and thirteen cents) to create a legal reserve of 5% (five percent); (b) R$130,242,925.57 (one hundred and thirty million, two hundred and forty-two thousand, nine hundred and twenty-five thousand Reals and fifty-seven cents) to pay interest on net equity to shareholders, of which R$51,192,745.92 (fifty-one million, one hundred and ninety-two thousand, seven hundred and forty-five Reals and ninety-two cents) had already been stated on July 30, 2021 and paid on October 22, 2021, and R$79,050,179.65 (seventy-nine million, fifty thousand, one hundred and seventy-nine Reals and sixty-five cents) had already been stated on December 22, 2021 and will be paid on May 20, 2022, as resolved at the Board of Directors' meetings of July 30, 2021 and December 22, 2021, respectively, and the amount of R$219,824,913.87 (two hundred and nineteen million, eight hundred and twenty-four thousand, nine hundred and thirteen Reals and eighty-seven cents) shall be allocated to the retained earnings reserve, based on capital budgeting performed pursuant to art. 196 of the Brazilian Corporations Act, to be approved by the General Meeting under item (2) hereinabove.