TOTVS S A : Board of Directors' Meeting 11/26/2021 - Minutes (Approval of the budget proposal for 2022; outcome of the evaluation process aimed at the Board of Directors, Advisory Committees and Corporate Governance Secretariat during 2021)

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 NOVEMBER 26th, 2021

1. DATE, TIME AND PLACE: meeting held on November 26th, 2021, at 08:30 a.m, at Castelo Branco Highway, Km 102,5, in the municipal district of Porto Feliz, State of São Paulo, pursuant to articles 17 and 28 of the Charter of the Board of Directors of TOTVS S.A. ("TOTVS" or the "Company").
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 Messrs. Maria Letícia de Freitas Costa and Sylvia de Souza Leão Wanderley.

Also present, as guests, were Messrs. Dennis Herszkowicz, Chief Executive Officer, Alexandre Apendino, Services and Relationship Officer, Gilsomar Maia Sebastião, Chief Financial and Investor Relations Officer, Gustavo Bastos, Vice President of Platforms, Juliano Tubino, Vice President of Strategy and New Business, Marcelo Eduardo Cosentino, Vice President of Business for Segments, Ricardo Guerino de Souza, Planning and Controllership Officer, Ricardo Levinzon, Integrations, PMO and Market Intelligence Officer, and Mrs. Izabel Cristina Branco, Vice President of Human Relations. Also present, as listener, Mr. Gabriel Grosso Salis, Corporate Governance Lawyer. Present remotely were the ZRG Partners advisors, Mrs. Aline Larangeira, and Messrs. Dárcio Crespi e Rodrigo Byrro.

4. AGENDA: (I) Presentation and suggestions regarding the discussion topics of the day; (II)

Report on the work of the Statutory Audit Committee ("CAE"); (III) Report on the work of the Governance and Nomination Committee ("CGI"); (IV) Report on the work of the Strategy Committee ("CE"); (V) Executive Session.

5.I. PRESENTATIONS, DISCUSSIONS AND 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 topics to be addressed, and presented the status of the actions requested in previous meetings.

5.II. Report by the Statutory Audit Committee ("CAE"):

A report was made on the work of the Statutory Audit Committee, which counted on the favorable opinion of this Committee and of the Governance and Nomination Committee, the Board approved unanimously and without reservations, the revision of the Policy of Power of the Executive Officers and other managers, which must be observed as of this date.

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Minutes of the Board of Directors' Meeting (ARCA) 20/2021

5.III. Report by the Governance and Nomination Committee (CGI):

A report was made on the work of the Governance and Nomination Committee, including the outcome of the evaluation process aimed at the Board of Directors, Advisory Committees and Corporate Governance Secretariat during 2021, presented by ZRG Partners' advisors, followed by discussions and suggestions made by the Board.

5.IV. Report by the Strategy Committee (CE):

A report was made on the work of the Strategy Committee, including discussions regarding the draft of budgetary process for the Company's business unit. Additionally, a presentation was made concerning the budget proposal for 2022.

After discussions, and receiving a favorable recommendation by the Strategy Committee, the Board unanimously approved the aforementioned budget, pursuant to article 19, "vii" of the Bylaws.

5. V. Executive Session:

The members met in executive session.

6. APPROVAL AND SIGNATURE OF THE MINUTES: With no other matter to discuss, 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, November 26th, 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

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Minutes of the Board of Directors' Meeting (ARCA) 20/2021