TOTVS S A : Annual and Extraordinary General Meetings - 04/19/2022 - Minutes

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

MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL

MEETINGS HELD ON APRIL 19, 2022

1. DATE, TIME AND PLACE: on April 19, 2022, at 10:00 am, at the headquarters of TOTVS SA (the "Company"), located at Avenida Braz Leme, 1000, Casa Verde district, São Paulo, State of São Paulo, Brazil, Zip code 02511-000.

2. CALL: call notice published on March 22, 23, and 24, 2022, in the newspaper Valor Econômico, respectively on pages E4, E2, and E10.

3. ATTENDANCE: shareholders representing 71.82% of the voting capital stock attended the Annual General Meeting, while the Extraordinary General Meeting was attended by shareholders representing 73.51% of the voting capital stock, as per (i) signatures contained on the "List of Attending Shareholders" and (ii) distance voting ballots, received directly by the Company and through Itaú Corretora de Valores S.A. that is the Company's bookkeeping agent, pursuant to CVM Instruction No. 481/09. Mr. Wagner Petelin, representative of the auditing firm KPMG Auditores Independentes Ltda., also attended the meeting, as well as Mr. Gilsomar Maia Sebastião, Chief Financial and Investor Relations Officer, Mr. Gilberto Mifano, representative of the Audit Committee, and Mr. Fernando Heitor Baptista Vaccari, representative of the Company's Fiscal Council.

4. CHAIR AND SECRETARY: Chairman: Mr. Laércio José de Lucena Cosentino; Secretary: Ms. Claudia Karpat.

5. PUBLICATIONS, READINGS, and DOCUMENTS: the Company's financial statements were published 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 on pages E17, E18, E19, E20, E21, E22, and E23. The attending persons dismissed the reading of the documents referred to in Article 133 of Law No. 6,404/76. All other documents supporting the resolutions on the agenda described hereinbelow were made available in compliance with the applicable regulations and the Company's bylaws.

6. AGENDA: (a) At the Annual General Meeting: (i) receive the accounts from management members, and to examine, discuss, and vote on the Company's financial statements for the fiscal year ended on December 31, 2021; (ii) resolve on the capital budgeting as set forth in article 196 of Law No. 6,404/76; (iii) resolve on the allocation of net income for the fiscal year and on the distribution of dividends; (iv) approve thenumber of members to compose the Board of Directors, in compliance with paragraph 3 of article 16 of the Company's Bylaws; (v) elect the members of the Board of Directors; and (vi) determine the annual global compensation of the members of the Board of Directors and the Board of Executive Officers for fiscal year 2022; and (b) At the Extraordinary General Meeting: (i) as described hereinbelow and better detailed in the Management's Proposal, to perform the following changes to the Company's Bylaws: (a) amend the Sole Paragraph of Article 2, and Article 19, subparagraph "(viii)", to provide for the Board of Directors' authority to resolve on the opening, closing, and changing not only of the Company's branches but also of the branches of its affiliates and subsidiaries abroad; (b) amend Article 5 to reflect the increase in the Company's capital stock resulting from the public offering for primary distribution with restricted placement efforts, in the precise terms as approved at the Meeting of the Company's Board of Directors held on September 21, 2021; (c) amend Article 19 to delete item (d) of subparagraph (xxi), while adding a new subparagraph (xxii) to set forth the purview for granting loans to third parties on the Company's behalf, reducing it from 5% to 2.5%; (d) add a new Paragraph 4 to Article 23 to provide for a mandatory provision in compliance with B3's Official Letter No. 061/2017-DP applicable to companies that adopt a CAE (Statutory Audit Committee); (e) delete Article 52 to avoid overlapping with the provision already set forth in article 12, paragraph 2, of CVM Resolution no. 44/2021, which provides for the shareholder's obligation to report to the Company every change in interests held of 5 (five) percentage points; (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 allowing a greater variety and depth of knowledge and experiences, in line with the best corporate governance practices; and (g) make adjustments to references and the numbering of articles of the Bylaws; and (ii) restate the Company's Bylaws.

7. RESOLUTIONS: after the discussions on the topics making part of the Agenda and as the reading of the summarized voting map was dismissed that consolidates the votes cast through distance voting ballots, which remained available to the attending shareholders pursuant to paragraph 4 of article 21-W of CVM Instruction No. 481/09, the following resolutions were taken:

For the Annual General Meeting:

7.1. To approve, by a majority of the voting shareholders, having been counted 321,976,558 votes in favor, 760,600 votes against, and 113,997,910 abstentions, including the abstentions of the following shareholders: LC EH Participações e Empreendimentos, Laércio José de Lucena Cosentino, and Gilsomar Maia Sebastião; the management members' accounts and the financial statements of the Company, accompanied by the corresponding reports by the Management, the independent auditors, and the Audit Committee for the fiscal year ended on December 31, 2021.

7.2. To approve, by a majority of the voting shareholders at the meeting, having been counted 432,864,283 votes in favor, 760,600 votes against, and 3,110,185 abstentions, the capital budgeting proposal for the year 2022, pursuant to article 196 of Law No. 6,404/76, as detailed in Exhibit II to the Management's Proposal for this Meeting.

7.3. To approve, by a majority of the voting shareholders, having been counted 433,050,560 votes in favor, 574,323 votes against, and 3,110,185 abstentions, the following allocation of net income for the fiscal year ended on December 31, 2021: (a) R$18,424,623.13 to the legal reserve; (b) R$130,242,925.57 to the Company's shareholders, as interest on equity, out of which R$51,192,745.92 had been already 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) that had been already stated on December 22, 2021 and to be paid on May 20, 2022 as resolved at the meetings of the Board of Directors held on July 30, 2021 and December 22, 2021; and (c) R$219,824,913.87 to the retained earnings reserve, pursuant to article 196 of Law No. 6,404/76, based on the capital budgeting approved at this Meeting.

7.4. To approve, unanimously by the voting shareholders, having been counted 433,624,883 votes in favor and 3,110,185 abstentions, that the Company's Board of Directors will be composed of seven (7) members.

7.5. To elect the following members to the Company's Board of Directors, for a term of office that will end at the 2024 Annual General Meeting:

(a) By a majority of the voting shareholders, having been counted 422,344,751 votes in favor, 14,183,636 votes against, and 206,681 abstentions, Mr. EDUARDO MAZZILLI DE VASSIMON, Brazilian citizen, married, economist, residing and domiciled in the capital city of São Paulo, State of São Paulo (Brazil), with business address at Avenida Braz Leme, 1000, Zip code (CEP) 02511-000, with Tax Id. (CPF/ME) No. 033.540.748-09 and bearer of Identification Document (RG) No. 9.539.448-5, issued by SSP/SP, under the title Independent Director, according to the criteria set forth in B3's "Novo Mercado" Regulation and in the Company's Bylaws;

(b) By a majority of the voting shareholders, having been counted 423,089,909 votes in favor, 13,254,436 votes against, and 390,723 abstentions, Mr. GILBERTO MIFANO, a naturalized Brazilian citizen, married, business administrator, residing and domiciled in the capital city of São Paulo, State of São Paulo (Brazil), with business address at Avenida Braz Leme, 1000, Zip code (CEP) 02511-000, with Tax Id. (CPF/ME) No. 566.164.738-72 and bearer of Identification Document (RG) No. 3.722.086, issued by SSP/SP, under the title Independent Director, according to the criteria set forth in B3's "Novo Mercado" Regulation and in the Company's Bylaws;

(c) Unanimously by the voting shareholders, having been counted 436,528,387 votes in favor and 206,681 abstentions, Mr. GUILHERME STOCCO FILHO, Brazilian citizen, single, business administrator, residing and domiciled in the capital city of São Paulo, State of São Paulo (Brazil), with business address at Avenida Braz Leme, 1000, Zip code (CEP) 02511-000, with Tax Id. (CPF/ME) No. 176.649.438-25 and bearer of Identification Document (RG) No. 18.288.054, issued by SSP/SP, under the title Independent Director, according to the criteria set forth in B3's "Novo Mercado" Regulation and in the Company's Bylaws;

(d) By a majority of the voting shareholders, having been counted 413,615,919 votes in favor, 21,885,081 votes against, and 1,234,068 abstentions, Mr. LAÉRCIO JOSÉ DE LUCENA COSENTINO, Brazilian citizen, married, electrical engineer, residing and domiciled in the capital city of São Paulo, State of São Paulo (Brazil), with business address at Avenida Braz Leme, 1000, Zip code (CEP) 02511-000, with Tax Id. (CPF/ME)No. 032.737.678-39 and bearer of Identification Document (RG) No. 8.347.779, issued by SSP/SP;

(e) By a majority of the voting shareholders, having been counted 414,795,780 votes in favor, 21,548,565 votes against, and 390,723 abstentions, Ms. MARIA LETÍCIA DE FREITAS COSTA, Brazilian citizen, single, production engineer, residing and domiciled in the capital city of São Paulo, State of São Paulo (Brazil), with business address at Avenida Braz Leme, 1000, Zip code (CEP) 02511-000, with Tax Id. (CPF/ME) No. 050.932.788-58 and bearer of the Identification Document (RG) No. 6.057.278-4, issued by SSP/SP, under the title Independent Director, according to the criteria set forth in B3's "Novo Mercado" Regulation and in the Company's Bylaws;

(f) By a majority of the voting shareholders, having been counted 434,690,845 votes in favor, 1,653,500 votes against, and 390,723 abstentions, Ms. SYLVIA DE SOUZA LEÃO WANDERLEY, Brazilian citizen, married, bachelor's degree in social communication, residing and domiciled in the capital city of São Paulo, State of São Paulo (Brazil), with business address at Avenida Braz Leme, 1000, Zip code (CEP) 02511-000, with Tax Id. (CPF/ME) No. 731.199.977-49 and bearer of the Identification Document (RG) No. 58461047, issued by IFP/RJ, under the title Independent Director, according to the criteria set forth in B3's "Novo Mercado" Regulation and in the Company's Bylaws.

(g) Unanimously by the voting shareholders, having been counted 436,528,387 votes in favor and 206,681 abstentions, Ms. TANIA SZTAMFATER CHOCOLAT, Brazilian citizen, married, production engineer, residing and domiciled in the capital city of São Paulo, State of São Paulo (Brazil), with business address at Avenida Braz Leme, 1000, Zip code (CEP) 02511-000, with Tax Id. (CPF/ME) No. 278.583.348-16 and bearer of the Identification Document (RG) No. 29.583.956 issued by SSP/SP, under the title Independent Director, according to the criteria set forth in B3's "Novo Mercado" Regulation and in the Company's Bylaws.

Such directors elected herein will take their respective offices by undersigning the investiture terms in the corresponding book, date on which they will make the No-fault/No-liability Statement pursuant to the law.

7.6. To approve, by a majority of the voting shareholders, having been counted 404,847,702 votes in favor, 28,667,370 votes against, and 3,219,996 abstentions, the amount of the annual global compensation of the management members at up to R$54,290,242 (fifty-four million, two hundred and ninety thousand, two hundred and forty-two Reals) for the fiscal year 2022, of which R$11,009,665.82 (eleven million, nine thousand, six hundred and sixty-five Reals and eighty-two cents) payable to the Board of Directors, and R$43,155,226.04 (forty-three million, one hundred and fifty-five thousand, two hundred and twenty-six Reals and four cents) to the Board of Executive Officers.

For the Extraordinary General Meeting:

8.

As described hereinbelow, in the Company's Bylaws, to approve:

8.1. Unanimously by the voting shareholders, having been counted 443,900,274 votes in favor and 3,110,185 abstentions, the amendment to the Sole Paragraph of Article 2,and to Article 19, subparagraph "(viii)", to provide for the Board of Directors' authority to resolve on the opening, closing, and change not only of the Company's branches, but also of the branches of its affiliates and subsidiaries abroad;

8.2. Unanimously by the voting shareholders, having been counted 443,900,274 votes in favor and 3,110,185 abstentions, the amendment to Article 5 of the Bylaws to reflect the increase in the Company's capital stock resulting from the public offering of primary distribution with restricted placement efforts, in the precise terms as approved at the Company's Board of Directors' meeting held on September 21, 2021;

8.3. Unanimously by the voting shareholders, having been counted 443,900,274 votes in favor and 3,110,185 abstentions, the amendment to Article 19, by deleting item (d) of subparagraph (xxi), to adjust the responsibility levels for granting loans in favor of third parties by the Company

8.4. Unanimously by the voting shareholders, having been counted 443,900,274 votes in favor and 3,110,185 abstentions, the addition of a new subparagraph (xxii) to Article 19 to adjust the responsibility levels for granting loans in favor of third parties by the Company, reducing it from 5% to 2.5%;

8.5. Unanimously by the voting shareholders, having been counted 442,832,048 votes in favor and 4,178,411 abstentions, adding a new Paragraph 4 to Article 23 in order to set forth a mandatory statutory provision as disclosed by the Official Letter 061/2017-DP of B3 applicable to companies that choose to adopt a CAE (Statutory Audit Committee);

8.6. Unanimously by the voting shareholders, having been counted 443,900,274 votes in favor and 3,110,185 abstentions, to delete Article 52 to avoid overlapping with the provision of article 12, paragraph2, of CVM Resolution 44/2021 that sets forth the shareholders' obligation to report to the Company every 5 (five) percentage points of change in interests held;

8.7. By a majority of the voting shareholders, having been counted 267,736,569 votes in favor, 172,237,144 votes against, and 7,036,746 abstentions, the amendment to Article 55 to provide for the possibility of appointing to Statutory Advisory Committees to the Board of Directors of professionals who are not part of the Company's Management and who have specific knowledge on issues relevant to the Committees, thus allowing greater variety and depth of knowledge and experiences, in line with the best corporate governance practices;

8.8. Unanimously by the voting shareholders, having been counted 443,900,274 votes in favor, and 3,110,185 abstentions, to adjust the style of writing and the numbering of the Bylaws' articles.

9. To approve, unanimously by the shareholders, having been counted 443,900,274 votes in favor, and 3,110,185 abstentions, the restatement of the Company's bylaws, reflecting the amendments approved at this Meeting, which becomes an integral part of the minutes that refer to this meeting as EXHIBIT I.

10. Record the receipt of a request, at both meetings, on the distance voting ballots, for establishing the Fiscal Council by shareholders holding shares representing more than