TOTVS S A : Annual and Extraordinary General Meeting - 04/19/2023 - Manual to Attend

TOTVS S.A.

A publicly held corporation

Corporate Taxpayer Id. (CNPJ/ME) No. 53.113.791/0001-22 Company Registry (NIRE) 35.300.153.1714A

TOTVS S.A. - MANUAL TO ATTEND

AEGM - April 19, 2023

SUMMARY

1. MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS	3
2. AGENDA OF THE MEETINGS	5
3. GUIDELINES FOR TAKING PART IN MEETINGS	23
4. USEFUL LINKS	25

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TOTVS S.A. - MANUAL TO ATTEND

AEGM - April 19, 2023

1. MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

São Paulo, March 17, 2023

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, 2023 at 10:00 a.m. at the headquarters of TOTVS located at Avenida Braz Leme, 1000, 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").

I would like to open this introductory letter by noting that 2022 was challenging, strenuous, and enjoyable, three words that can help us understand the meaning of a non-trivial year marked by social and economic challenges on a global scale, intense political and diplomatic relations, stories of overcoming, acceleration of new technologies, and remarkable achievements to tell.

Following two years of pandemic, we came back to the offices with a hybrid work model, so we were able to bolster face-to-face contact with our clients and be even more receptive to their needs, vigorously shake hands with fresh business partners and still savor the moments of tranquil, liquid, and humane interactions with TOTVERs whom we had not seen in the flesh for a considerable amount of time. Some may consider this a beginning; for others, a fresh start. What we actually mean is that the ability of people, businesses, and technology to reinvent themselves has intensified more than ever, enabling new proposals for connection and value generation, making even clearer the need to digitalize personal relationships, processes, and companies, in an irreversible flow.

At TOTVS, the outcome of this movement could not have been different: with an incentive to diversity, whether of people, ideas, and opinions. Our TOTVERs generated stellar outcomes over the course of the year through significant effort, collaboration, and commitment. Our 3D ecosystem is already a reality for clients and customers, and we have been working strongly so that it is increasingly integrated, interconnected, and interdependent. Mergers continued to be an important vector in our business strategy and, during this period, Gesplan and Feedz joined our Company; besides, we continued with disruptive business proposals such as the creation of a Techfin joint venture with Itaú, to establish the largest B2B financial services digital platform, aiming to expand, simplify, and widespread access to all a wide range of financial products in the Brazilian market.

Regarding ESG (Environmental, Social and Governance), we continue to make strides in our voyage with pertinent deliveries and achievements. Regarding pillar E, we developed our first carbon footprint inventory based on the GHG Brazil Protocol, covering scopes 1 and 2 of our operations; an initiative in line with the Global Compact and SDG 13 on Climate Change. We also highlight the achievement of a score upgrade on the Carbon Disclosure Project (CDP), which went from F to C- in this period, as well as the fact TOTVS was admitted to the Carbon Efficient Index of B3 (ICO2). As for pillar S, we continue to strengthen our efforts in the education agenda, contributing to the training and employability of young people in situations of social vulnerability through the Institute of Social Opportunity (IOS) and the Start Tech Program. We approved our Diversity and Inclusion Policy with key directions for this subject, and launched the Talent Bank known as #ELASNATOTVS (Gender) and # INCLUSAONATOTVS (PwD), opening doors and creating opportunities for inclusion in the technology market. Regarding pillar G, we implemented an independent ESG assurance process that encompasses our GRI indicators and the global guidelines of the Integrated Report; we made progress in our exercise to review risk factors, covering ESG analysis and criteria; and MSCI raised our score from "BBB" to "A", positioning our Company in a select group of distinguished global companies in the software sector, which reflects our efforts to strengthen our ESG conduct.

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

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TOTVS S.A. - MANUAL TO ATTEND

AEGM - April 19, 2023

Here at TOTVS, we will be steadfast in our commitment to the maxim that has been driving our actions since day one: "being equal, while always being unique". This ethos encapsulates the very essence and DNA of being a TOTVER. Our professionals have the autonomy to create, dare, and transform, constantly looking for ways to do something new, different, and extraordinary that adds value to the company and our clients, that is, new means to innovate. We also maintained our focus on our value proposition of contributing to improve our clients' results, through technology and innovation, a one-of-a-kind model. We continue to transform the present and the future, believing that everyone can grow and work together to do so. This is the basis of our Culture, represented in its five pillars: (i) We value good people who have a good character; (ii) We are driven by results;

1. We invest in the technology that makes things possible; (iv) We build long-term relationships with our clients and customers; and (v) When we collaborate we get stronger.

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 2022, the proposal for compensation the management members for the fiscal year 2023, and the election of a members of the Company's Board of Directors who was appointed by the Board of Directors at a meeting held on October 7, 2022, in view of the resignation of a Director, pursuant to article 150 of the Brazilian Corporations Act, to fulfill the term in office in progress to end at the 2024 Annual General Meeting.

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

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TOTVS S.A. - MANUAL TO ATTEND

AEGM - April 19, 2023

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, 2022.

We hereby propose that the management accounts and audited financial statements for the fiscal year 2022 be approved with no restriction, as they were disclosed on February 14, 2023 on the websites of the Brazilian Securities and Exchange Commission ("CVM") and B3 S.A. - Brasil, Bolsa, Balcão ("B3"), and published on February 15, 2023 in the "Valor Econômico" newspaper.

Pursuant to article 10, III, of CVM Resolution No. 81, of March 29, 2022 ("CVM Resolution 81/22"), the officers' comments on the Company's financial status are detailed in EXHIBIT Iof 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 IIof the Management's Proposal, we hereby propose the allocation, to face the Company's investment plan in 2023, related substantially to expansion projects, acquisition of assets, and strategic initiatives, in the amount of R$285,448,600.63, 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 IIIto the Management's Proposal, we hereby propose the following allocation of net income of the fiscal year 2022:

Net profit of the fiscal year 2022	R$498,135,942.00
Legal reserve	R$24,906,797.10
Interest on Net Equity, stated on August 1st, 2022	R$60,573,584.60
Interest on Net Equity, stated on December 26th,	R$127,206,959.67
2022
Retained earnings reserve	R$285,448,600.63

Of the total net profit for the year ended on December 31, 2022, in the amount of R$498,135,942.00 (four hundred and ninety-eight million, one hundred and thirty-five thousand, nine hundred and forty-two Reals), we propose that: (a) R$24,906,797.10 (twenty-four million, nine hundred and six thousand, seven hundred and ninety-seven Reals and ten cents) be allocated to create a legal reserve of 5% (five percent); (b) R$187,780,544.27 (one hundred and eighty-seven million, seven hundred and eighty thousand, five hundred and forty-four Reals and twenty-seven cents) to pay interest on own net equity to shareholders, of which R$60,573,584.60 (sixty million, five hundred and seventy-three thousand, five hundred and eighty-four Reals and sixty cents) had already been stated on August 1, 2022 and paid on September 23, 2022, and R$127,206,959.67 (one hundred and twenty-seven million, two hundred and six thousand, nine hundred and fifty-nine Reals and sixty-seven cents) that had already been stated declared on December 26, 2022 and paid on January 27, 2023, as resolved at the Board of Directors' meetings held on August 1, 2022 and December 26, 2022, respectively, and the amount of R$285,448,600.63 (two hundred and eighty-five million, four hundred and forty-eight thousand, six hundred Reals and sixty-three cents) be intended to the retained earnings reserve account, based on the capital budget pursuant to Article 196 of the Brazilian Corporation Act, which is also submitted for approval by the General Meeting, pursuant to section (2) above.

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