TOTVS S A : Extraordinary General Meeting - 04/19/2022 (10am BRT) - Distance Voting Ballot

April 17, 2022 at 08:14 pm EDT

Assembleia pendente de aprovação

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - TOTVS S.A. to be held on 04/19/2022

Shareholder's Name

Shareholder's CNPJ or CPF E-mail

Instructions on how to cast your vote

This Distance Voting Ballot (hereinafter, the Ballot), must be filled out if a shareholder chooses to exercise his/her/its right to vote at a distance, pursuant to Article 121, sole paragraph, of Law No. 6,404/1976 (Brazilian Corporations Act) and CVM Instruction No. 481/2009.

If the shareholder wishes to exercise his/her/its right to vote at a distance, he/she/it is required to fill in the fields above with his/her/its full name (or corporate name, in case of an organization) and the tax identification number with the Brazilian Ministry of Finance, be it the CNPJ number (for organizations) or CPF number (for individuals), in addition to a valid email address for any communication.

For this Ballot to be considered valid and the votes cast herein to be duly counted as part of the Meeting quorum (i) all fields below must be duly filled in; (ii) all of its pages must be initialed by the shareholder; and (iii) at the end, the shareholder (or his/her/its legal representative, as the case may be) must undersign it.

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider

The shareholder who chooses to exercise his/her/its voting rights at a distance may (i) fill out this Ballot and send it directly to the Company to the email addressri@totvs.com.br; or (ii) send their voting instructions to experienced service providers hired for that purpose, subject to the following guidance:

Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company / Instructions for meetings that allow electronic system's participation, when that is the case.

Shareholders who choose to exercise their right to vote at a distance by sending it directly to the Company must forward the following documents by e-mail, as informed above, to the attention of the Investor Relations Department: (i) a digital copy of this Ballot duly filled out, initialed, and signed; and (ii) a simple copy of the following documents:

a. For individuals: shareholders valid official ID with photo.
b. For companies and organizations: (i) the most recent restated Bylaws or Articles of Organization (as the case may be), accompanied by any subsequent changes that have not been restated; (ii) corporate documents able to prove the legal authority held by the individual undersigning on behalf of the shareholder; and (iii) valid official ID of the shareholders legal representative, with photo.

c. For Investment Funds: (i) the most recent restated Fund Regulation/Charter, (ii) the most recent restated Bylaws or Articles of Organization of the fund administrator or manager (as the case may be, subject to the Investment Funds voting policy); (iii) corporate documents proving the legal authority held by the individual undersigning on behalf of the shareholder; (iv) valid official photo ID of such legal representative.

The Company hereby also informs that it will accept, exceptionally for this General Meeting, as a way to facilitate the participation of its remote shareholders, instruments of powers of attorney and distance voting ballots without the need of having the signature on it certified by a notary public or by a consular service.

Ballots, accompanied by the corresponding documentation, will be considered valid only if received by the Company, in full and in good order, up to seven (7) days before the date of the meeting, that is, until (and including) April 12, 2022.

Pursuant to Article 21-U of CVM Instruction 481, the Company will inform every shareholder if the documents received are sufficient for the vote to be considered valid, or else it will inform the shareholder of procedures and deadlines for eventual rectification or resubmission, if necessary.

Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number Shareholders who choose to exercise their right to vote at a distance through service providers must forward their voting instructions to their corresponding securities registration services agent/custodian, if they provide this type of service. For such purpose, shareholders shall contact their securities registration services agent/custodian and check the procedures required by them to forward their voting instructions via this ballot, as well as the documents and information required by such agents.

The collection and transmission of voting instructions can also be carried out by Banco Itaú, theTOTVS stock bookkeeping agent, through an electronic platform. For that purpose, shareholders must register themselves on the Itaú Securities Services Digital Meeting website:

(https://www.itau.com.br/securitiesservices/assembleia-digital/).

Resolutions concerning the Extraordinary General Meeting (EGM)

1. 1. (a) Amend the Sole Paragraph of Article 2 and Article 19, subparagraph (viii) to provide for the Board of Directors competence to resolve on the opening, closing, and change not only of the Companys branches, but also of branches of its affiliates and subsidiaries abroad.