TOTVS S A : Board of Directors' Meeting 09/21/2021 - Minutes (Pricing of Primary Public Offering)

TOTVS S.A.

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

Company Registry (NIRE) 35.300.153.171

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON SEPTEMBER 21, 2021

1. DATE, TIME AND PLACE: meeting held on September 21, 2021, at 7:30 p.m., on virtual mode, pursuant to Articles 17 and 28 of the Charter of the Board of Directors of TOTVS S.A. ("TOTVS", or the "Company"), located in the city of Sao Paulo, State of Sao Paulo, Brazil, at Avenida Braz Leme No. 1.000, Casa Verde district, Zip code (CEP) 02511-000.
2. CHAIR AND SECRETARY: Chairman: Mr. Laércio José de Lucena Cosentino; Secretary: Ms. Téssie Massarão Andrade Simonato.
3. CALL AND ATTENDANCE: call notice was duly carried out pursuant to article 18, paragraph 1 of the Bylaws of TOTVS. All members of the Board of Directors (the "Board") were present, namely: Messrs. Laércio José de Lucena Cosentino, Eduardo Mazzilli de Vassimon, Gilberto Mifano, Guilherme Stocco Filho, and Mauro Rodrigues da Cunha, and Misses Maria Letícia de Freitas Costa and Sylvia de Souza Leão Wanderley. Mr. Fernando Heitor Baptista Vaccari, member of the Company's Fiscal Council, was also present.
4. AGENDA: (i) determine the price of the common shares to be issued by the Company in the context of the public offering for primary distribution with restricted efforts, pursuant to the standard of the Brazilian Securities Exchange Commission (CVM) known as CVM Rule No.
   476 of 16 of January 2009 ("CVM Rule 476" and the "Offer", respectively) and placement efforts of such shares abroad by means of transactions exempt from registration as provided for in the US Securities Act of 1933; (ii) approve and ratify the Company's capital increase; and (iii) approve, ad referendum of the Company's next general meeting, the amendment to the caption of Article 5 of the Company's Bylaws; and (iv) provide the Company's Board of Executive Officers with consent to perform all acts and adopt all required measures to carry out, formalize, and improve the resolutions taken herein.
5. RESOLUTIONS: starting the proceedings, the Chairman of the Board declared the meeting established and gave the floor to the meeting secretary, who informed the agenda to be discussed. After having analyzed and discussed the matter on the agenda, considering the favorable opinion from the Company's Fiscal Council (aka Supervisory Board), according to the minutes of the Fiscal Council's meeting attached as Schedule Ito these minutes, the Board, unanimously and without any reservations, resolved:

5.1 To approve the price of R$36.75 (thirty six reais and seventy five cents) for the Company to issue each common share within the context of the Offer ("Price per Share"), which was determined after completing the procedure for collecting investment intentions performed exclusively with institutional investors (the "Bookbuilding Procedure"), having as parameters: (i) the price of common shares issued by the Company on B3 SA - Brasil, Bolsa,

Balcão ("B3"); and (ii) the indications of interest due to the quality and quantity of demand

(volume and price) for the shares. Pursuant to article 170, paragraph 1, item III of Law No.

6.404, of December 15, 1976 ("Brazilian Corporations Act"), the choice of criteria for

determining the Price per Share is justified as it was measured by carrying out the Bookbuilding Procedure and, therefore, it does not cause any unjustified dilution of the Company's shareholders.

1. To approve the increase in the Company's capital stock, within the authorized capital limit, pursuant to Article 6 of its Bylaws, with the exclusion of the current shareholders' preemptive right to subscribe shares, pursuant to article 172, item I, of the Brazilian Corporations Act, and the caption of article 9 of the Company's Bylaws, but by the granting to preemptive right to shareholders pursuant to article 9-A of CVM Rule 476 in the amount of R$1,443,172,500 (one billion, four hundred and forty-three million, one hundred and seventy-two thousand and five hundred reais), by issuing 39,270,000 (thirty nine million, two hundred and seventy thousand) common shares. The capital stock will be increased from R$1,519,412,187.27 (one billion, five hundred and nineteen million, four hundred and twelve thousand, one hundred and eighty- seven Reals and twenty-seven cents), divided into 577,913,181 (five hundred and seventy- seven million, nine hundred and thirteen thousand, one hundred and eighty-one) common shares, all of them being registered, book-entry shares with no par value, to the new capital stock of R$2,962,584,687.27 (two billion, nine hundred and sixty-two million, five hundred and eighty-four thousand, six hundred and eighty-seven reais and twenty-seven cents), divided into 617,183,181 (six hundred seventeen million, one hundred eighty three thousand, one hundred eighty one) common shares, all of them being registered, book-entry shares with no par value.
2. 1. To verify the subscription of the 39,270,000 (thirty-nine million, two hundred and seventy thousand) new registered, book-entry common shares with no par value now issued by the Company, which correspond to all the shares issued within the context of the Offer, which were paid-up in cash at the time of the subscription in the domestic currency.
   2. To record that such new common shares issued by the Company will be entitled to the same rights, advantages, and restrictions granted to the holders of common shares issued by the Company, according to its Bylaws and the applicable legislation, as of this date.
   3. To ratify the Company's new capital stock, which is from now on in the amount of R$2,962,584,687.27 (two billion, nine hundred and sixty-two million, five hundred and eighty-four thousand, six hundred and eighty-seven reais and twenty-seven cents), divided into 617,183,181 (six hundred seventeen million, one hundred eighty three thousand, one hundred eighty one) common shares issued by the Company, all of them being registered, book-entry shares and with no par value.
3. In view of the capital increase subject of the resolutions in the above items, to approve, ad referendum of the next general meeting of the Company, the amendment to the caption of Article 5 of the Company's Bylaws to reflect the Company's capital increase resolved herein, which will come into force with the following wording:

"Article 5. The Company's fully subscribed and paid-in capital is R$2,962,584,687.27 (two billion, nine hundred and sixty-two million, five hundred and eighty-four thousand, six hundred and eighty-seven reais and twenty-seven cents), divided into

617,183,181 (six hundred seventeen million, one hundred eighty three thousand, one hundred eighty one) common shares, all of them registered, book-entry shares with no par value".

5.4 To reiterate the consent granted to the Company's Board of Executive Officers to perform all acts and adopt all required measures to perform, formalize, and improve the resolutions taken herein, including representing the Company before CVM, B3, and ANBIMA, as may be necessary, and the Officers may, therefore, practice or cause to be performed any of the following acts: negotiate, approve, and sign any agreements, communications, notices, certificates, documents or instruments that they deem necessary or appropriate, and all acts already performed with a view to improvement of the same deliberations are herein ratified.

6 APPROVAL AND SIGNATURE OF THE 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.

São Paulo, September 21, 2021.

Chair and Secretary:
____________________________________	____________________________________
Laércio José de Lucena Cosentino	Téssie Massarão Andrade Simonato
Chairman	Secretary.

Attending Directors:
____________________________________	____________________________________
Laércio José de Lucena Cosentino	Eduardo Mazzilli de Vassimon

___________________________________	____________________________________
Gilberto Mifano	Guilherme Stocco Filho

____________________________________	___________________________________
Maria Letícia de Freitas Costa	Mauro Rodrigues da Cunha

____________________________________

Sylvia de Souza Leão Wanderley

TOTVS S.A.

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

Company Registry (NIRE) 35.300.153.171

A publicly held corporation

Schedule I

MINUTES OF THE FISCAL COUNCIL'S MEETING HELD ON SEPTEMBER 21, 2021

1. DATE, TIME AND PLACE: meeting held on September 21, 2021, at 7:00 p.m., on virtual mode, pursuant to Article 20 of the Charter of the Fiscal Council and also to Article 34, §1 of the Bylaws of
   TOTVS S.A. ("TOTVS" or the "Company"), located in the City of Sao Paulo, State of Sao Paulo, Brazil, at Avenida Braz Leme nº 1,000, Casa Verde district, Zip code (CEP) 02511-000.
2. CALL AND ATTENDANCE: the call notice was waived because all members of the Company's
   Fiscal Council were present, namely: Mr. Fernando Heitor Baptista Vaccari; Mr. Luiz Carlos Nannini, and Mr. Luiz Gotardo Furlan.
3. CHAIR AND SECRETARY: Chairman: Mr. Luiz Carlos Nannini, and the Secretary, Ms. Téssie Massarão Andrade Simonato.
4. AGENDA: discuss, resolve, and issue an opinion on: (i) the proposal of the Company's management regarding the increase of the Company's capital stock, within the limit of the authorized capital, within the scope of the public offering of primary distribution of 39,270,000 (thirty-nine million, two hundred and seventy thousand) common, registered, book-entry shares with no par value, free and clear of any liens or encumbrances, issued by the Company (the "Shares"), with restricted placement efforts, pursuant to the Rule of the Brazilian Securities Commission ("CVM") No. 476, of January 16, 2009, as amended ("CVM Instruction476"), to be performed in Brazil, also observing the possibility of placing the Additional Shares (as defined below), with placement efforts abroad, as approved by the Company's
   Board of Directors at a meeting held on September 13, 2021 (the "Restricted Offer"); (ii) the issuance of an opinion by the Company's Fiscal Council about the matter provide for in item (i) hereinabove; and (iii) the appointment of Mr. Fernando Heitor Baptista Vaccari to attend, as representative of the Fiscal Council, the meeting of the Board of Directors of TOTVS to be held at the time the Price per Share (as defined below) will be determined.
5. RESOLUTIONS: After having reviewed and discussed the matters on the agenda, by majority of votes of the members of the Company's Fiscal Council, and by unanimous vote:

5.1 They gave their opinion favorably to the approval of the Company's capital increase, within the authorized capital limit, within the scope of the Restricted Offer, by excluding the preemptive right of the Company's current shareholders in the subscription of the Shares, pursuant to the provisions of article 172, item I, of Law No. 6.404, of December 15, 1976, as amended ("Brazilian Corporations Act"), and also under Article 9 of the Company's Bylaws, and such issue under the Restricted Offer shall be carried out within of the authorized capital limit as provided for in Article 6 of the Company's Bylaws, subject to the following terms and conditions:

1. Price per Share. The price per Share ("Price per Share") was determined after completion of the procedure for collecting investment intentions, which were carried out with professional investors, as set forth in article 11 of CVM Resolution No. 30, of May 11, 2021, as amended, being such investors residing and domiciled or