TOTVS S A : Board of Directors' Meeting - 05/03/2024 – Minutes (Approval of the Company's Financial Statements and of the Earnings Release; Approval of the granting restricted shares; and the extinction of VT Comércio Digital)

TOTVS S.A.

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

Company Registry (NIRE) No. 35.300.153.171

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON MAY 3rd, 2024

1. DATE, TIME, and PLACE: meeting held on May 3rd, 2024, at 8:30 a.m., at the headquarters of TOTVS S.A. (the "Company"), located at Avenida Braz Leme, 1.000, Casa Verde district, capital city of Sao Paulo, State of Sao Paulo (Brazil).
2. CHAIR AND SECRETARY: Chairman: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.
3. CALL AND ATTENDANCE: the corresponding call notice was duly sent pursuant to article 18, paragraph 1 of the Bylaws of TOTVS. All members of the Board of Directors (the "Board") were present, namely: Laércio José de Lucena Cosentino, Ana Claudia Piedade Silveira dos Reis, Edson Georges Nassar, Gilberto Mifano, Guilherme Stocco Filho, Maria Letícia de Freitas Costa, and Tania Sztamfater Chocolat.

The following professionals also attended part of the meeting as guests: Alexandre Haddad Apendino, Vice Presidente of Service and Relationship, Dennis Herszkowicz, Chief Executive Officer, Diana Dias Rodrigues, Communication and Marketing Officer, Gilsomar Maia Sebastião, Chief Financial and Investor Relations Officer, Gustavo Dutra Bastos, Vice President of Platforms, Gustavo Augusto Silva Avelar, Vice President of Client's Journey Officer, Juliano de Miranda Tubino, Vice President of Business Performance, Marcelo Eduardo Sant'Anna Cosentino, Vice President of Business for Segments, Ricardo Levinzon, Corporate Strategy Officer, Ricardo Guerino de Souza, Controller and Financial Planning Officer, Sérgio Paupério Sério Filho, Executive Manager of Investor Relations, and Vivian Broge, Vice President of Human Relations and Marketing. Gabriel Grosso Salis, Corporate Governance Coordinator, was also present at the meeting as a listener. Cristina Penz, as representative of Future Brand BC&H Ltda., was also in attendance.

4. AGENDA: (I) Presentation of the agenda topics to be resolved, and the measures requested regarding topics discussed in previous meetings; (II) Report from the Chief Executive Officer; (III) Report on the work of the Statutory Audit Committee ("CAE"); (IV) Report on the work of the People and Compensation Committee ("CGR"); (V) Report on the work of the Strategy Committee ("CE"); (VI) Ratification of the extinction of a co-controlled subsidiary; and (VII) Executive Session.

5.I. PRESENTATION, DISCUSSIONS, AND RESOLUTIONS

The Chairman of the Board declared the meeting established and gave the floor to the meeting Secretary who informed the agenda topics to be addressed, then presented the status of the measures requested in previous meetings.

5.II. Report from the CEO

The Chief Executive Officer submitted his report on the key matters in progress, the monitoring indicators of the Board, as well as the financial results of the 2024 1st Quarter.

ARCA (Minutes of the Board of Directors' Meeting) No. 04/2024

5.III. Report of the CAE

After having submitted the report on the work performed by the Statutory Audit Committee (CAE), which counted on the favorable opinion of this Committee, after discussions, the Board approved unanimously the Company's Financial Statements for the 1st Quarter of the fiscal year 2024, with a quarterly review by the auditors KPMG Auditores Independentes Ltda. ("KPMG"), with no reservations, maintaining a copy filed at the Company's registered office. The Financial Statements and the Earnings Release will be disclosed within the legal term.

5.IV. Report of the CGR

Following the report of the works performed by the People and Compensation Committee, and with the favorable opinion of this Committee, the Board approved, unanimously, the granting of up to 4,157,000 (four million, one hundred and fifty-seven thousand) restricted shares, free of charge, according to the Share-Based Incentive Plan approved by the shareholders at the Extraordinary General Meeting held on April 19th, 2023. The reference amount of the restricted shares will correspond to the average closing price of the Company's shares in the 60 (sixty) trading sessions prior to the date of granting of the Restricted Shares to the participants. The list of beneficiaries and the number of Restricted Shares granted to each beneficiary, upon execution of the corresponding Restricted Shares Granting Agreement, can be found in the list that was approved and filed at the Company's headquarters.

5.V. Report of the CE (Strategy Committee)

A report on the work performed by the Strategy Committee was made.

5.VI. Ratification of the extinction of a co-controlled subsidiary

The Board of Directors ratified the extinction of VT Comércio Digital S.A., enrolled with the Tax Id. (CNPJ/MF) under No. 15.760.400/0001-72, pursuant to article 19, paragraph 2 of the Company's Bylaws, as well as the practice of the necessary or appropriate acts by the Board of Executive Officers for the operationalization of the above-mentioned extinction.

5.VII. Executive Session

The members met in an executive session without the presence of guests.

6. APPROVAL AND SIGNATURE OF THESE MINUTES: there being no further business to address, the Chairman called the meeting to a close. These minutes were read and approved with no reservations by all those present. We certify that this is a free translation of the original minutes drawn up in the Company's records.

Sao Paulo, May 3rd, 2024.

[Signatures on the next page]

ARCA (Minutes of the Board of Directors' Meeting) No. 04/2024

[Signature page of the Minutes of the Board of Directors' Meeting held

on May 3rd, 2024]

Chair and Secretary:

____________________________________	____________________________________
Laércio José de Lucena Cosentino	Téssie Massarão Andrade Simonato
Chairman	Secretary
Board members present:

____________________________________	____________________________________
Laércio José de Lucena Cosentino	Ana Claudia Piedade Silveira dos Reis

______________________________	____________________________________
Edson Georges Nassar	Gilberto Mifano

_____________________________	____________________________________
Guilherme Stocco Filho	Maria Letícia de Freitas Costa

____________________________________

Tania Sztamfater Chocolat

ARCA (Minutes of the Board of Directors' Meeting) No. 04/2024