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

TOTVS S.A.

Corporate Taxpayers' Id. (CNPJ/ME) No. 53.113.791/0001-22

A publicly held corporation

Meeting Notice

Annual and Extraordinary General Meetings

All shareholders are hereby invited to meet at the Annual and Extraordinary General Meetings (the "Meetings") of TOTVS S.A. (the "Company"), which will be held, cumulatively, on April 19, 2022, at 10.00 a.m. (BRT) at the Company's headquarters located at Avenida Braz Leme, 1000, Casa Verde district, São Paulo, SP, Zip code 02511-000, Brazil, with the following agenda:

For the Annual General Meeting

  • (i) Reviewing the Company's accounts as submitted by its Management members, and examining, discussing, and voting on the Company's financial statements for the fiscal year ended on December 31, 2021;

  • (ii) Deciding on the capital budgeting for the purposes of complying with article 196 of Brazilian Law 6.404/76 (the Brazilian Corporations Act);

  • (iii) Deciding on the allocation of net income for such fiscal year and the distribution of dividends;

  • (iv) Approving the number of members to compose the Board of Directors, observing the provisions of paragraph 3, Article 16 of the Company's Bylaws;

  • (v) Electing the members of the Board of Directors; and

  • (vi) Determining the annual global compensation of the members of both the Board of Directors and the Board of Executive Officers for the fiscal year 2022.

For the Extraordinary General Meeting

(i) As described below and further detailed in the Management's Proposal, the Company's Bylaws should be amended as follows:

  • (a) Amend the Sole Paragraph of Article 2, and Article 19, subparagraph (viii) to provide for the Board of Directors' possibility to resolve on the opening, closing, and change not only of the Company's branches, but also of branches of its affiliates and subsidiaries;

  • (b) Amend Article 5 to reflect the increase in the Company's capital stock resulting from the public offering of primary distribution with restricted placement efforts, exactly under the provisions approved at the Meeting of the Company's Board of Directors held on September 21, 2021;

  • (c) Amend Article 19 by deleting item (d) of paragraph (xxi) and adding a new paragraph (xxii) to adjust the responsibility levels for granting loans in favor of third parties by the Company, reducing it from 5% to 2.5%;

  • (d) Add Paragraph 4 to Article 23 to set forth a mandatory statutory provision disclosed through B3's Circular Letter 061/2017-DP applicable to companies that choose to adopt a Statutory Audit Committee;

  • (e) Delete Article 52 to avoid overlapping the provision in Article 12, Paragraph 2 of CVM Resolution No. 44/2021, which establishes an additional obligation for shareholders to inform the Company whenever there is an alteration of 5 (five) percentage points in his/her/its participation;

  • (f) Amend Article 55 to provide for the possibility of appointing to Statutory Advisory Committees to the Board of Directors professionals who are not part of the Company's Management and who have specific knowledge on issues relevant to the Committees, thus contributing with a

greater variety and depth of knowledge and experiences, in line with the best corporate governance practices; and

(g) Adjust references and numbering of articles.

(ii) Restate the Company's Bylaws in order to reflect the changes approved at the meeting.

Pursuant to Article 3 of CVM Instruction No. 165/91 and Article 4 of CVM Instruction No. 481/09 (CVM is the Brazilian Securities and Exchange Committee), it is hereby reported that the minimum percentage of Company's interests in the voting capital stock required to request the adoption of the multiple voting process able to elect members of the Board of Directors is 5% of the Company's voting shares.

Pursuant to article 10, paragraph 5 of the Company's Bylaws, Shareholders are requested to submit, at least 48 (forty-eight) hours before the Meetings, besides the identification document and/or relevant corporate actions that prove legal representation, as the case may be: (i) proof issued by the bookkeeping entity, no later than 5 (five) days before the date of the Meetings; (ii) the power of attorney with the grantor's signature certified/notarized; and/or (iii) as regards those Shareholders taking part in the fungible custody of registered shares, a statement showing the corresponding shareholding, issued by the competent body.

A shareholder that wishes to do so may choose to exercise his/her/its voting right by the remote voting system, pursuant to CVM Standard No. 481/09, by sending the corresponding distance voting ballot used to cast the vote remotely through their corresponding custodians or directly to the Company, according to the guidelines provided for in section 12.2 of the Company's Reference Form and the Management's Proposal for the Meetings.

Copies of the documents to be discussed at the Company's Meetings convened hereby, including those required by CVM Standard 481/09, are available to the Shareholders whether at the Company's headquarters, on its Investor Relations website (http://ri.totvs.com/en/), as well as on the corresponding websites of CVM (Brazilian Securities and Exchange Committee) and B3.

São Paulo, March 18, 2022

LAÉRCIO JOSÉ DE LUCENA COSENTINO

Chairman of the Board of Directors

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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.