Annual General Meetings - 04/24/2026 - Manual to Attend and Management's Proposal

Manual to Attend AGM and Management's Proposal

AGM | April 24th, 2026

SUMMARY

1. MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS 5

2. INTRODUCTION TO THE MANUAL TO ATTEND THE AGM 7

   1. Executive Summary 8

   2. Guidelines to attend the Meeting 10

   3. Voting instruction by the Management 13

3. MANAGEMENT PROPOSAL 14

   1. Matters to be decided at the Annual General Meeting 15

      Management's accounts and 2025 Financial Statements 15

      Capital Budgeting 15

      Proposal for the allocation of Net Income 16

      Number of members of the Board of Directors 17

      Election of members for the Board of Directors 17

      Compensation for the Board of Directors and the Board of Executive Officers 19

      Establishment of the Fiscal Council 31

4. ADDITIONAL INFORMATION AND DOCUMENTS 33

APPENDIX I 34

APPENDIX II 64

APPENDIX III 65

APPENDIX IV 71

APPENDIX V 92

TOTUS

Chairman of the Board

of Directors

1. ‌Message from the Chairman of the Board of Directors

   
   
   We are pleased to invite all shareholders, on behalf of the Board of Directors, to take part in
   
   

   the Annual General Meeting of TOTVS S.A. ("TOTVS"), to be held on April 24, 2026, at 10:00 a.m., at the headquarters of TOTVS located at Avenida Braz Leme, 1.000, Casa Verde district, in the city of Sao Paulo, State of Sao Paulo, under the provisions of the Meeting Notice to be published in the newspaper Valor Econômico (the "Meeting").

   In 2025, we reaffirmed our unique ability to reinvent ourselves by adapting to complex scenarios. We focus on medium- and long-term opportunities, prioritizing innovation. TOTVS's history is guided by a pioneering spirit that enables us not just to adapt to changes, but to lead Brazil's

   technological transformations. As I've often stated, our role is to be "being equal, yet unique"; we maintain our values of solidity and resilience as we evolve at the speed required by digital transformation.

   The Company's strategy, which combines a long-term vision with excellent execution capacity, gained further strength through its backing of the Brasil Digital 2030+ Plan. Coupled with robust financials and an impeccable reputation, this solidifies its standing as one of the nation's most valuable and innovative brands. The 2025 balance sheet reflects a resilient company that, under the motto "being equal, yet unique", transforms challenges into opportunities to help the Brazilian productive ecosystem to evolve. We also celebrated the highest NPS in our history and the strengthening of our employer brand.

   Finally, the competitive edge ultimately comes from people and social responsibility. By attracting talent through certifications, such as the Great Place To Work (GPTW), and promoting digital inclusion via the Institute of Social Opportunity (IOS), TOTVS combines ethics and governance with economic growth. Our approach to sustainability secures our focus on ecosystem longevity, combining ethics, governance, and responsible results.

   Looking at the horizon, Brazil's ongoing challenges serve as the driving force behind our progress, enabling us to provide lasting, high-quality innovation. Our commitment to accelerating digital transformation is unwavering, benefiting both our organization and our clients. Ultimately, the data-driven economy represents not a forthcoming tendency, but the current reality that TOTVS expertly manages and streamlines for businesses of all sizes. We are the trusted advisor enabling Brazilian entrepreneurs to focus on what they do best: entrepreneurship and value creation.

   In this sense, we started 2026 by launching LYNN, the country's first AI foundation. Therefore, we transitioned from discussing AI's technological potential to addressing the effective deployment of its applied productivity. We hold the conviction, and will persist in our efforts to deepen this understanding, that the integration of software, processes, data, business and relationship ecosystems, AI platforms, and AI agents results in a synergistic outcome and are the primary strength of our organization, TOTVS.

   
   
   

   I close this message by thanking our shareholders, clients, partners, and employees. We maintain our market leadership due to your sustained trust. The name TOTVS, translating to "everything and everyone," has never been more current. We continue to be energetic and dedicated to a Brazil that actively produces, innovates, and gets things done. We consider 2025 to have been a year of exceptional development, and we believe that the management proposal for the matters to be addressed at the 2026 Annual General Meeting is in line with the challenges for building the next chapters of this successful journey.

   LAÉRCIO JOSÉ DE LUCENA COSENTINO

   Chairman of the Board of Directors

   TOTUS

   
   
   
2. ‌Introduction to the

   Manual to Attend the AGM

   1. ‌Executive Summary

      In order to promote an assertive and transparent communication with our shareholders and the market in general, TOTVS hereby provides detailed information on the matters to be resolved at the Annual General Meeting pursuant to Law No. 6.404/76 ("Brazilian Corporations Act") and CVM Resolution No. 81 of March 29, 2022 ("CVM Resolution 81/22"), and reiterates its commitment to the best corporate governance practices.

      Date and time

      April 24, 2026,

      at 10:00 a.m. (BRT)

      Place

      Av. Braz Leme, 1000 -Santana, Sao Paulo/SP (Headquarters of TOTVS)

      Forms of attending

      In-person or through a Distance Voting Ballot (BVD)

      
      
      

      It is worth clarifying that, under the yearly Circular Letter/Annual-2026-CVM/SEP, the Company's Management understands that an in-person Meeting is the most appropriate option, given its established practices and the procedures provided for in the Company's Bylaws. This format enables and encourages direct and simultaneous interaction between shareholders and management, in a more engaged and qualified participation, promoting greater transparency in resolutions and facilitating the decision-making process in relation to the topics of greatest relevance to the Company.

      Matters to be resolved at the Annual General Meeting

      
      
      

      Reviewing the Company's accounts as submitted by its Management members, and examining, discussing, and voting on the Company's financial statements for the fiscal year ended on December 31, 2025;

      Approving the capital budget for the purposes of complying with article 196 of the Brazilian Corporations Act;
      
      Approving the allocation of net income for the fiscal year and the distribution of dividends;
      
      
      
      

      Establishing the number of sitting directors who will serve on the Board of Directors during the 2026-2028 term;

      Electing the members of the Board of Directors;
      
      Determining the annual global remuneration of the members of both the Board of Directors and the Board of Executive Officers for the fiscal year 2026; and
      
      
      
      

      Electing the members of the Fiscal Council (Supervisory Board), if established.

      
      
      
      
      

   2. ‌Guidelines for attending the Meeting

      General Information

      According to article 132 of the Brazilian Corporations Act, companies are required to conduct an Annual General Meeting within four months following the conclusion of the preceding fiscal year. The fiscal year of TOTVS begins on January 1stand ends on December 31stof each calendar year. Thus, the Company must hold its Annual General Meeting every year by April 30thof the subsequent year.

      Guidelines for attending:

      In-person attendance

      The Annual General Meeting of TOTVS will take place at its headquarters located in the City of Sao Paulo, SP, Brazil, at Avenida Braz Leme No. 1,000, Casa Verde district, Zip Code 02511-000.

      The Company advises its shareholders to arrive at least 30 minutes prior to the scheduled start of the Meeting (10:00 a.m. BRT) to ensure adequate time for organization, including the verification of shareholder documentation for meeting attendance.

      
      
      

      Required documentation

      Pursuant to article 10, paragraph 5 of the Company's Bylaws, shareholders are requested to submit, at least 48 hours in advance of the scheduled Meeting date, in addition to the identification document and/or relevant corporate actions that prove legal representation, as the case may be, the power of attorney with the grantor's signature certified or notarized.

      Foreign shareholders must submit the same documentation as Brazilian shareholders, except that the documents must be notarized, consularized and apostilled, as the case may be.

      
      
      

      Attendance through Distance Voting Ballots

      Pursuant to articles 26 and 27 of CVM Instruction 81/22, every shareholder will also be able to exercise his/her/its voting right by filling out and delivering the distance voting ballot ("BVD").

      Shareholders who desire to do so are required to send their voting instructions for completing the BVD to service providers authorized to execute services for the collection and transmission of distance voting ballots, no later than four (4) days prior to the Meeting date-that is, until April 20th, 2026, including this date-by means of:

      1. The shareholder's custody agents, if the shares are deposited with a central depositary;

      2. The TOTVS stock bookkeeping agent, through registration on the Itaú Securities Services Digital Meeting website (https://assembleiadigital.certificadodigital.com/itausecuritiesservices/artigo/home/assembleia-digital);

      3. The central depositary with which the shares are deposited; or

      4. Directly to the Company, through the electronic platform "TEN Meetings" (https://assembleia.ten.com.br/561064925), accompanied by the following documents:

      For individuals:	For organizations:	For investment funds:

      • Shareholder's photo ID.

      • Updated and restated bylaws or articles of association;

      • Corporate documents proving the legal representation of the shareholder; and

      • Identification document with photo of the corresponding legal representative.

      • The most recent restated regulation or charter of such fund;

      • Bylaws or articles of association of its administrator or manager, as the case may be, pursuant to the corresponding fund's voting policy and corporate documents that prove the powers of representation; and

      • Identification document with photo of the corresponding legal representative.

      According to article 46 of CVM Instruction 81/22, the Company shall inform every shareholder, within three (3) days of receipt, if the documents received are sufficient for the vote to be considered valid; otherwise, it will inform the procedures and deadlines for any rectification or resubmission, if necessary. The Company advises its shareholders to prioritize using the distance voting ballot, if workable, to take part in the Meeting. This method offers greater ease and agility, in addition to enabling the early resolution of any complications during the process of taking part in the Meeting.

      Quorum to establish the meeting: pursuant to article 125 of the Brazilian Corporations Act, the Annual General Meeting will be established, on first call, with the presence of shareholders representing at least 1/4 (one quarter) of the voting capital stock. The Meeting shall be established, on second call, with any quorum.

      
      
      

      Supporting materials for the Meeting

      Copies of the documents related to the subject matter of the agenda, including those required by CVM Resolution 81/22, are available to shareholders whether at the Company's headquarters, on its Investor Relations website (https://ri.totvs.com/), as well as on the websites of the Brazilian Securities and Exchange Commission (https://www.cvm.gov.br/) and B3 S.A. - Brasil, Bolsa, Balcão (https://www.b3.com.br/).

      Annual General Meeting of TOTVS, to be held on April 24, 2026, at 10:00 a.m.

      We emphasize that it is of utmost importance that you diligently review the documents related to the Meeting agenda that are available. Please remember that if you have any questions or need clarifications, feel free to email ri@totvs.com.br to get in touch with the Investor Relations team.

      LAÉRCIO JOSÉ DE LUCENA COSENTINO

      Chairman of the Board of Directors

      
      
      

   3. ‌Voting Instruction by the Management

ANNUAL GENERAL MEETING

(1)Note: these topics are in the same order as submitted on the Company's Distance Voting Ballot.

‌3. Management's

Proposal

TOTUS

‌3.1. Matters to be resolved at the Annual General Meeting

Dear Shareholders,

Hereby, the Management of TOTVS S.A. (hereinafter referred to as "TOTVS", or the "Company") submits its proposal ("Proposal") regarding the matters on the agenda of the Company's Annual General Meeting to be held on April 24, 2026, at 10:00 a.m., at the Company's headquarters (the "Meeting").

The Management has officially announced that both the call for the Meeting and the Proposal were approved by the Company's Board of Directors in a meeting held on March 20, 2026.

‌TOPIC REVIEWING THE COMPANY'S ACCOUNTS AS SUBMITTED BY ITS MANAGEMENT, AND ALSO EXAMINE, DISCUSS, AND VOTE ON THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2025

APPROVE

We propose that the management members' accounts and the audited financial statements for the fiscal year 2025 be approved with no restriction, as disclosed on February 11, 2026 on the websites of the Brazilian Securities and Exchange Commission ("CVM") and B3 S.A. - Brasil, Bolsa, Balcão ("B3"), and published on February 12, 2026 in the "Valor Econômico" newspaper.

Pursuant to article 10, III, of CVM Resolution No. 81, of March 29, 2022 ("CVM Resolution 81/22"), the officers' comments on the Company's financial status are detailed in APPENDIX I to the Management Proposal.

‌TOPIC APPROVING THE CAPITAL BUDGET FOR THE PURPOSES OF COMPLYING WITH ARTICLE 196, LAW 6,404/76 (the "BRAZILIAN CORPORATIONS ACT")

APPROVE

As detailed in APPENDIX II to the Management Proposal, we propose the allocation of R$488,941,666.89 (four hundred and eighty-eight million, nine hundred and forty-one thousand, six hundred and sixty-six Reais and eighty-nine cents), to face the Company's investment plan in 2026, related substantially to expansion projects, purchase of assets and strategic initiatives, to be supported by retained earnings and own resources generated by the Company's operating activities.

TOPIC

‌APPROVING THE ALLOCATION OF NET INCOME FOR THE FISCAL YEAR AND THE DISTRIBUTION OF DIVIDENDS

APPROVE

As detailed in APPENDIX III to the Management Proposal, we hereby propose the following allocation of net income of the fiscal year 2025:

From the total net income for the year ended December 31, 2025, in the amount of R$891,741,479.92 (eight hundred and ninety-one million, seven hundred and forty-one thousand, four hundred and seventy-nine Reais and ninety-two cents), we propose that: (i) R$44,587,074.00 (forty-four million, five hundred and eighty-seven thousand and seventy-four Reais) be allocated to the constitution of a legal reserve corresponding to 5% of the net income for the year; (ii) R$358,212,739.03 (three hundred and fifty-eight million, two hundred and twelve thousand, seven hundred and thirty-nine Reais and three cents) to the payment of interest on shareholders' equity, of which R$82,026,143.36 (eighty-two million, twenty-six thousand, one hundred and forty-three Reais and thirty-six cents) already stated on March 18, 2025 and paid on April 4, 2025, R$88,143,582.30 (eighty-eight million, one hundred and forty-three thousand, five hundred and eighty-two Reais and thirty cents) already stated on June 16, 2025 and paid on July 7, 2025, R$88,144,274.40 (eighty-eight million, one hundred and forty-four thousand, two hundred and seventy-four Reais and forty cents) already stated on September 17, 2025 and paid on October 6, 2025, and R$99,898,738.97 (ninety-nine million, eight hundred and ninety-eight thousand, seven hundred and thirty-eight Reais and ninety-seven cents) already stated on December 10, 2025 and paid on December 30, 2025, as resolved at the Board of Directors' meetings of March 18, 2025, June 16, 2025, September 17, 2025 and December 10, 2025, respectively; and (iii) the amount of R$488,941,666.89 (four hundred and eighty-eight million, nine hundred and forty-one thousand, six hundred and sixty-six Reais and eighty-nine cents) allocated to the profit retention reserve account, based on a capital budgeting, pursuant to article 196 of the Brazilian Corporations Act, which is also submitted to the approval of the General Meeting, pursuant to item (2) above.

‌TOPIC ESTABLISHING AT 7 THE NUMBER OF SITTING DIRECTORS WHO WILL SERVE ON THE COMPANY'S BOARD OF DIRECTORS DURING THE 2026-2028 TERM

APPROVE

Pursuant to the provisions of the Official Circular Letter/Annual-2026-CVM/SEP, the number of members of the Board of Directors must be determined by a corporate decision when the Bylaws provides for a minimum number and a maximum number of directors. According to article 16 of the Company's Bylaws, its Board of Directors will be composed of at least five and at most seven members, who will be elected and dismissible by the General Meeting, with a unified term of office of two (2) years, reelection being allowed.

We hereby propose for the next term of office which will end at the 2028 Annual General Meeting, the election of seven (7) members to compose the Board of Directors, six of whom will be Independent Directors, as provided for in B3 Novo Mercado Regulation and CVM Resolution No. 80 of March 29, 2022 ("CVM Resolution 80/22").

TOPIC

‌ELECTING THE MEMBERS OF THE BOARD OF DIRECTORS

APPROVE EACH OF THE 7 CANDIDATES

The Board of Directors, with the recommendation by the Governance and Nomination Committee and according to the Company's Nomination Policy, hereby supports the election of the following candidates for the term of office that will end at the 2028 Annual General Meeting:

Ana Claudia Reis;

Edson Georges Nassar; Gilberto Mifano;

Guilherme Stocco Filho;

Isabella de Oliveira Vianna Cavalcanti Wanderley; Laércio José de Lucena Cosentino; and

Tania Sztamfater Chocolat.

The Management considers these candidates' extensive experience and deep knowledge to be crucial factors that give us a competitive edge in a dynamic market. They are highly skilled and experienced professionals in their respective fields, who, combined, have deep expertise in Information Technology, Governance, Entrepreneurship, Management, and Business Vision. Throughout their careers, they have gained experience in associations and organizations that represent institutions, establishing solid careers with leadership roles in different strategic sectors of the economy. These key competencies are crucial for managing the company, which is guided by a strong culture of operational excellence, transparency, efficiency, and high ethical standards, besides being committed to compliance and ESG principles.

Chairman | Vice Chairman | Coordinator | Member

(1)It considers the current term of office by the 2026 Annual General Meeting to be held on April 24, 2026.

APPENDIX IV to the Management Proposal provides all information on the candidates listed above, as required by article 11 of CVM Resolution 81/22.

Shareholders representing at least 5% of the Company's capital stock may request the adoption of the multiple voting process in the election of members of the Board of Directors, provided that they do so at least 48 hours in advance of the date scheduled for the Annual General Meeting, or within the regulatory period if they choose to do so via a distance voting ballot.

In the election of Directors by the multiple voting process, each share will be entitled to as many votes as there are Board members to be elected, and shareholders will be allowed to accrue all their votes in one single candidate, or to distribute them among several candidates. This type of election is a possibility established by the Brazilian Corporations Act with the purpose of allowing minority shareholders to be more likely to elect candidates to the Board of Directors, counterbalancing the predominance of the controlling shareholder in the resolutions of the General Meeting. It is worth emphasizing that TOTVS is a company with diffuse shareholding control, meaning it does not have a controlling shareholder, meaning there is no need to talk about a separate election.

‌TOPIC DETERMINING THE TOTAL ANNUAL COMPENSATION FOR THE MEMBERS OF BOTH THE BOARD OF DIRECTORS AND THE BOARD OF EXECUTIVE OFFICERS FOR THE FISCAL YEAR 2026

APPROVE

As detailed in APPENDIX V to the Management Proposal, we suggest a total annual compensation for the members of the Board of Directors and the Statutory Board of Executive Officers for 2026, pursuant to the meeting of the Board of Directors held on March 13, 2026, in the amount of up to R$81,601,086.95 (eighty-one million, six hundred and one thousand, eighty-six Reais and ninety-five cents).

For comparison purposes, we will start this section by demonstrating in subsection (A), the total annual compensation of the members of the Company's Board of Directors and Board of Executive Officers carried out in 2025 compared to the Proposal approved this year, and later, in subsection (B), the proposal for total annual compensation for the Management members for the fiscal year 2026 compared to the Proposal approved in 2025:

1. 2025 FISCAL YEAR

   At the Annual General Meeting held on April 23, 2025, a total compensation budget of up to R$73,187,008.70 (seventy-three million, one hundred eighty-seven thousand, eight Reais and seventy

   cents) was approved for the 2025 fiscal year. This amount includes Fixed and Variable Compensation (bonuses), Benefits, and Share-Based Compensation for the Board of Directors and the Statutory Board of Executive Officers. Out of the total amount approved, sixty-nine million, nine hundred and sixty-four thousand, twenty-eight Reais and nineteen cents (R$69,964,028.19) was effectively paid, as shown in the tables below:

   Proposed for 2025

   Performed in 2025

   Officers

   PROPOSED FOR AND PERFORMED IN 2025

   (in thousands of Reais, unless otherwise stated)	Board of Directors	Board of Exec. Officers	Total	Board of Directors	Board of Exec.	Total
   Number of Members	7.00	7.75	14.75	7.00	7.00	14.00
   Annual Fixed Compensation (FC)	7,653	15,649	23,302	7,193	14.123	21.315
   Salary or management fees	5,597	13,102	18,699	5,156	12,100	17,256
   Direct and indirect benefits	161	2,547	2.708	160	2.022	2,182
   Compensation for taking part in Committees	1,894	-	1,894	1,877	-	1,877
   Variable Compensation - Bonus (VC)	-	21,532	21,532	-	19,811	19,811
   Total FC + VC	7,653	37,181	44,834	7,193	33,933	41,126
   Other	-	552	552	-	468	468
   Post-employment benefits	-	552	552	-	468	468
   Benefits for termination of office	-	-	-	-	-	-
   Total FC + VC + Other	7,653	37,734	45,386	7,193	34,401	41,594
   Share-based compensation ⁽¹⁾	2,925	24,876	27,801	3,780	24,591	28.370
   Grants in the current year	350	6,218	6,569	1,049	8,002	9,052
   Grants in previous years	2,574	18,658	21,232	2,731	16,588	19,319
   Total FC + VC + Other	10,578	62,609	73,187	10,972	58,992	69,964

   ⁽¹⁾ Corresponding to the maximum projected amounts accounted for because of the accounting deferral determined by the applicable laws (CPC 10). Note: the amount performed in 2025 for the accounting recognition of share-based compensation from previous years refers to R$1,450,382.65 (one million, four hundred fifty thousand, three hundred eighty-two Reais and sixty-five cents) from 2022 grants; R$6,339,369.89 (six million, three hundred thirty-nine thousand, three hundred sixty-nine Reais and eighty-nine cents) from 2023 grants; and R$8,443,142.82 (eight million, four hundred forty-three thousand, one hundred forty-two Reais and eighty-two cents) from 2025 grants. Additionally, R$3,085,930.29 (three million, eighty-five thousand, nine hundred thirty Reais and twenty-nine cents) were recognized regarding previous grants of a statutory officer who departed the company in January 2025. The number of members of each body was calculated as an annual average, in accordance with the methodology presented in the Official Circular Letter/Annual-2025-CVM/SEP.

   VARIATION BETWEEN THE PROPOSED FOR AND PERFORMED IN 2025

   (in thousands of Reais, unless otherwise stated)	Proposed for 2025 versus Performed in 2025
   	Absolute variation			Percentage variation
   	Board of Directors	Board of Exec. Officers	Total	Board of Directors	Board of Exec. Officers	Total
   Number of Members	-	(0.75)	(0.75)	0.0%	(9.7%)	(5.1%)
   Annual Fixed Compensation (FC)	(460)	(1,526)	(1,987)	(6.0%)	(9.8%)	(8.5%)
   Salary or management fees	(441)	(1,002)	(1,444)	(7.9%)	(7.6%)	(7.7%)
   Direct and indirect benefits	(2)	(524)	(526)	(1.0%)	(20.6%)	(19.4%)
   Compensation for taking part in Committees	(17)	-	(17)	(0.9%)	-	(0.9%)
   Variable Compensation - Bonus (VC)	-	(1,722)	(1,722)	-	(8.0%)	(8.0%)
   Total FC + VC	(460)	(3,248)	(3,708)	(6.0%)	(8.7%)	(8.3%)
   Other	-	(84)	(84)	-	(15.2%)	(15.2%)
   Post-employment benefits	-	(84)	(84)	-	(15.2%)	(15.2%)
   Benefits for termination of office	-	-	-	-	-	-
   Total FC + VC + Other	(460)	(3,332)	(3,792)	(6.0%)	(8.8%)	(8.4%)
   Share-based compensation ⁽¹⁾	855	(285)	569	29.2%	(1.1%)	2.0%
   Grants in the current year	699	1,784	2,483	199.3%	28.7%	37.8%
   Grants in previous years	156	(2,070)	(1,913)	6.1%	(11.1%)	(9.0%)
   Grand Total	395	(3,618)	(3,223)	3.7%	(5.8%)	(4.4%)

   ⁽¹⁾ Corresponding to the maximum projected amounts accounted for because of the accounting deferral determined by the applicable laws (CPC 10). Note: the number of members of each body was calculated as an annual average, in accordance with the methodology presented in the Official Circular Letter/Annual-2025-CVM/SEP.

   PROPOSED FOR VS. PERFORMED IN 2025

   
   
   

   *The amount of the Proposed for and Performed in 2025 in the "Total" chart incorporates the sum of the Board of Directors and the Statutory Board of Executive Officers.

   As shown in the tables above, the performance of 4.4% below the limit actually approved took place because of the following factors:

   • One of the members of the Board of Directors voluntarily declined to receive her compensation;

   • The bonus amounts of the Statutory Board of Executive Officers were accounted for below the one originally provided for in the 2025 Compensation Proposal, resulting from the departure of one of the members of the Statutory Board of Executive Officers at the beginning of the year;

   • Individual adhesion of the Statutory Board of Executive Officers to the post-employment benefit related to the private pension plan at a level lower than that provided for in the Compensation Proposal for the year 2025; and

   • The granting of Restricted Shares in the grants made in 2025 was lower than originally projected in the 2025 Compensation Proposal for the Statutory Board of Executive Officers, also due to the termination of a member of the Statutory Board of Executive Officers who had his/her stock of Restricted Shares canceled.

   Although the Management's Total Compensation was 4.4% below the limit proposed in 2025, there is a growth of 199% in the line "Accounting recognition - current year grants" related to the Board of Directors. This adjustment is mainly of an accounting nature and does not represent an increase in share grants to the members of the Board of Directors. Considering the fixed compensation nature of the program, the recognition started to be made at the full amount of the grant referring to the year of exercise of the function (12 months), replacing the criterion previously adopted, which considered the full period until the delivery of the shares provided for in the Share-based Compensation Plan, of 36 or 48 months, depending on the year of mandate.

2. 2026 FISCAL YEAR

   The Company's Management proposes a total annual compensation for the members of the Board of Directors and the Statutory Board of Executive Officers for 2026, pursuant to the meeting of the Board of Directors held on March 20, 2026, in the amount of up to R$81,601,086.95 (eighty-one million, six hundred and one thousand, eighty-six Reais and ninety-five cents), which is 11.5% above the aggregate compensation proposed for fiscal year 2025. This growth is mainly attributed to the increase in the "Salaries or director fees" and "Bonus" lines, which, combined, grew by R$3,697,552.37 (three million, six hundred and ninety-seven thousand, five hundred and fifty-two Reais and thirty-seven cents), equivalent to a year-over-year increase of 10.65% in the "Salary or management fees" line, and 7.92% in the "Bonus" line, as shown in the table below, and which will be detailed later on in this document:

   Proposed for 2026

   Proposed for 2025

   (In thousands of Reais,

   AGGREGATE COMPENSATION OF MANAGEMENT MEMBERS

   except where stated otherwise)	Board of Directors	Board of Exec. Officers	Total	Board of Directors	Board of Exec. Officers	Total
   Number of Members	7.00	8.00	15.00	7.00	7.75	14.75
   Annual Fixed Compensation (FC)	9,138	16,784	25,923	7,653	15,649	23,302
   Salary or management fees	6.663	14,028	20,691	5,597	13,102	18,699
   Direct and indirect benefits	176	2,757	2,933	161	2,547	2,708
   Compensation for taking part in Committees	2,300	-	2,300	1,894	-	1,894
   Variable Compensation - Bonus (VC)	-	23,239	23,239	-	21,532	21,532
   Total FC + VC	9,138	40,023	49,161	7,653	37,181	44,834
   Other	-	599	599	-	552	552
   Post-employment benefits	-	599	599	-	552	552
   Benefits for termination of office	-	-	-	-	-	-
   Total FC + VC + Other	9,138	40,622	49,760	7,653	37,734	45,386
   Share-based compensation ⁽¹⁾	2,716	29,125	31,841	2,925	24,876	27,801
   Grants in the current year	1,239	6,923	8,162	350	6,218	6,569
   Grants in previous years	1,477	22,202	23,679	2,574	18,658	21,232
   Grand Total	11,855	69,746	81,601	10,578	62,609	73,187

   ⁽¹⁾ Corresponding to the maximum projected amounts accounted for because of the accounting deferral determined by the applicable laws (CPC 10).

   Note: the grants made in previous fiscal years were approved by the competent bodies, in accordance with the Share-Based Incentive and Retention Plans approved by the shareholders at General Meetings held, respectively, on December 15, 2015 that was amended on April 5, 2018 and April 18, 2019, having been, therefore, already granted to the beneficiaries. The number of members of each body was calculated as an annual average, in accordance with the methodology presented in the Official Circular Letter/Annual-2025-CVM/SEP.

   OVERALL COMPENSATION OF MANAGEMENT MEMBERS: YEAR-OVER-YEAR VARIATION

   (in thousands of Reais, unless otherwise stated)	Proposed for 2026 vs. Proposed for 2025
   	Absolute variation			Percentage variation
   	Board of Directors	Board of Exec. Officers	Total	Board of Directors	Board of Exec. Officers	Total
   Number of Members	-	0.25	0.25	0.0%	3.2%	1.7%
   Annual Fixed Compensation (FC)	1,486	1,136	2,621	19.4%	7.3%	11.2%
   Salary or management fees	1,066	925	1,991	19.0%	7.1%	10.6%
   Direct and indirect benefits	15	210	225	9.1%	8.2%	8.3%
   Compensation for taking part in Committees	405	-	405	21.4%	-	21.4%
   Variable Compensation - Bonus (VC)	-	1,706	1,706	-	7.9%	7.9%
   Total FC + VC	1,486	2,842	4,328	19.4%	7.6%	9.7%
   Other	-	46	46	-	8.4%	8.4%
   Post-employment benefits	-	46	46	-	8.4%	8.4%
   Benefits for termination of office	-	-	-	-	-	-
   Total FC + VC + Other	1,486	2,888	4,374	19.4%	7.7%	9.6%
   Share-based compensation ⁽¹⁾	(209)	4,249	4,040	(7.1%)	17.1%	14.5%
   Grants in the current year	888	704	1,593	253.5%	11.3%	24.2%
   Grants in previous years	(1,097)	3,544	2,447	(42.6%)	19.0%	11.5%

   11.5%

   11.4%

   12.1%

   8,414

   7,137

   1,277

   Grand Total

   ⁽¹⁾ Corresponding to the maximum projected amounts accounted for because of the accounting deferral determined by the applicable laws (CPC 10).

   Note: the number of members of each body was calculated as an annual average, in accordance with the methodology presented in the Official Circular Letter/Annual-2025-CVM/SEP.

   AGGREGATE COMPENSATION OF MANAGEMENT MEMBERS

   
   
   

   *The amount of the Proposed for 2025 and 2026 in the "Total" (Aggregate) chart incorporates the sum of the Board of Directors, Fiscal Council, and the Board of Executive Officers.

   Below, the Company details each item that is part of the Management's compensation proposal for fiscal year 2026:

   1. Number of members:

      The 0.25 increase in the number of Statutory Executive Officers reflects a 'baseline effect' when comparing the 2025 and 2026 Proposals: while the previous year's proposal accounted for the new Statutory Executive Officer for 9 months, the current proposal covers the full 12 months of the fiscal year. Regarding the Board of Directors, Management proposes maintaining the same number of members for 2026.

   2. Fixed and variable compensation, and benefits:

      Aiming at the equalization and competitiveness of market practices through the results observed in studies and annual surveys carried out by specialized compensation consultants, such as Willis Towers Watson and Korn Ferry, based on certain groups of companies that represent the appropriate balance of characteristics, such as: (i) relevant representativeness in their industry sectors of activity, including the technology market; (ii) mostly domestic and publicly traded in the Novo Mercado; (iii) size similar to TOTVS's, with regard to billing, headcount and market value; and (iv) companies that can compete with TOTVS in the acquisition of talents in the labor market, the Company's Management proposes a 9.6% adjustment to fixed and variable compensation, as well as benefits, compared to the 2025 proposal, as detailed below:

      • Fixed Compensation:

        • Salary or management fees: The additional 10.6% compared to the 2025 proposal refers to: (i) the update of the amounts of the fixed compensation of both the Statutory Board of Executive Officers and the Board of Directors in order to follow the standards practiced in the Brazilian market, especially for publicly traded companies listed in the

          Novo Mercado segment of B3; (ii) the adjustment of the Chairman of the Board's compensation to the Share-Based Compensation Plan approved at the Extraordinary General Meeting held on April 23, 2025, so that his compensation is now entirely fixed. With the approval, the Management changed the compensation structure for the Chairman of the Board, who no longer takes part in the Long-Term Incentive Program (Performance LTI), thereby excluding the variable component tied to performance metrics, and began taking part in the Restricted Share-based Payment for the members of the Board of Directors. Thus, an important portion of his compensation is no longer presented in the 'Share-based compensation' line and is now stated in the 'Salary or Management fees' line.

        • Direct and indirect benefits: The 8.3% increase compared to the 2025 proposal refers to: (i) the update of the benefit amounts of the Statutory Board of Executive Officers and the Chairperson of the Board of Directors, in accordance with the conditions set forth in supplier contracts, primarily health-related benefits; and (ii) the projected vehicle replacements for the Statutory Board of Executive Officers, pursuant to current internal policies.

        • Compensation for taking part in committees: The 21.4% increase compared to the 2025 proposal refers to the update of the compensation amounts for participation in advisory committees to the Board of Directors, aiming to align with standards practiced in the Brazilian market, especially of publicly traded companies that are part of the Novo Mercado segment.

      • Variable Compensation: The 7.9% increase compared to the 2025 proposal refers to the update of the amounts regarding the Statutory Board of Executive Officers' Bonus, aiming to align with standards practiced in the Brazilian market, especially of publicly traded companies listed on B3's Novo Mercado segment, following the same premise applied to fixed compensation.

      • Other:

        • Post-employment benefit: maintain the post-employment benefit (i.e. private pension plan) under current terms, representing an 8.38% increase compared to the 2025 proposal.

   3. Share-based compensation:

      The accounting treatment of share-based compensation, as elaborated in this discussion, strictly abides by the criteria set forth in applicable law, particularly the accounting deferral specified in technical accounting opinion CPC 10. This accounting opinion, in line with the international IFRS 2 standard, sets forth procedures for the recognition and disclosure of share-based payment transactions conducted by companies. To facilitate understanding, according to CPC 10, the cost of equity-settled transactions must be measured based on the fair value at the grant date, using an appropriate valuation model. This cost is then recognized as share-based compensation expenses, alongside the corresponding increase in shareholders' equity, over the plan's vesting period. For detailed information, please visit: http://www.cpc.org.br/CPC/Documentos-Emitidos/Pronunciamentos/Pronunciamento?Id=41

      Regarding the year-over-year evolution, Share-Based Compensation increases from the proposed 2025 amount of R$27,800,861.36 (twenty-seven million, eight hundred thousand, eight hundred sixty-one Reais and thirty-six cents) to a proposed amount of R$31,841,087.96 (thirty-one million, eight hundred forty-one thousand, eighty-seven Reais and ninety-six cents) for 2026, as shown in the table below:

      SHARE-BASED COMPENSATION

      Share-based compensation ⁽¹⁾ (In thousands of Reais, except where stated otherwise)	Proposed for 2026			Proposed for 2025
      	Board of Directors	Board of Exec. Officers	Total	Board of Directors	Board of Exec. Officers	Total
      Book Value - Grants in the current year	1,239	6,923	8,162	350	6,218	6,569
      Book Value - Grants in previous years	1,477	22,202	23,679	2,574	18,658	21,232
      Total share-based Compensation	2,716	29,125	31,841	2,925	24,876	27,801
      Total number of shares - current year grants	42,147	794,596	836,743	54,461	1,129,035	1,183,496
      Total number of shares - previous years grants	256,751	3,133,883	3,390,634	377,688	2,595,828	2,973,516
      Total number of shares	298,898	3,928,479	4,227,377	432,149	3,724,863	4,157,012
      Total economic value; current year ⁽²⁾	1,871	35,280	37,151	1,577	32,697	34,274

      ⁽¹⁾ Corresponding to the maximum projected amounts accounted for because of the accounting deferral determined by the applicable laws (CPC 10).

      ⁽²⁾ The total economic par value multiplies the total number of shares of the grants performed in the current year with the fair amount of the shares.

      Note: the grants made in previous fiscal years were approved by the competent bodies, in accordance with the Share-Based Incentive and Retention Plans approved by the shareholders at General Meetings held, respectively, on December 15, 2015 that was amended on April 5, 2018 and April 18, 2019, having been, therefore, already granted to the beneficiaries.

      SHARE-BASED COMPENSATION │ YEAR-OVER-YEAR VARIATION

      (in thousands of Reais, unless otherwise stated)	Proposed for 2026 vs. Proposed for 2025
      	Absolute variation	Percentage variation
      	Board of Board of Exec. Total Directors Officers	Board of Board of Exec. Total Directors Officers
      Book Value - Grants in the current year 888 704 Book Value - Grants in previous years (1,097) 3,544	1,593 2,447	253.5% 11.3% (42.6%) 19.0%	24.2% 11.5%
      Total share-based Compensation (209) 4,249 4,040 Total number of shares - current year grants (12,314) (334,439) (346,753) Total number of shares - previous years grants (120,937) 538,055 417,118 Total number of shares (133,251) 203,616 70,365		(7.1%) 17.1% 14.5% (22.6%) (29.6%) (29.3%) (32.0%) 20.7% 14.0% (30.8%) 5.5% 1.7%
      Total economic value; current year ⁽²⁾ 294 2,583 2,877		18.6% 7.9% 8.4%

      The growth of R$4,040,226.61 is due to the following factors:

      • Accounting recognition of current year grants: the total compensation for current-year grants will represent a year-over-year increase of R$1,592,936.18 (one million, five hundred and ninety-two thousand, nine hundred and thirty-six Reais and eighteen cents), or 24.2%, despite an estimated delivery of 337,525 (three hundred and thirty-seven thousand, five hundred and twenty-five) fewer shares in 2026, with the following highlights:

        • Board Compensation: a 253.5% increase in the reference values to be granted in shares for the 2026 grants, considering:

          • Members of the Board of Directors: a change in the accounting recognition rationale for current-year grants for directors, given the fixed compensation nature of the program. Recognition is now performed considering the full value of the plan relative to the 12-month fiscal year of service, rather than the full period until the delivery of the shares as described in the plan (36 or 48 months,

            depending on the mandate year). However, when compared to the 2025 actuals using the same rationale, the actual year-over-year growth is 18.1%.

          • Chairman of the Board of Directors: from 2019 to 2024, the Chairman's compensation included a share-based variable component (see section 8.1.c for further details). Over the years, this role was redesigned and, consequently, this compensation was reviewed. This resulted in a 24% reduction in the 2023 share grant compared to 2022, and a further 56% reduction in the 2024 share grant compared to 2023. From 2025 on, with the approval of the Share-Based Compensation Plan at the Extraordinary General Meeting held on April 23, 2025, the Chairman of the Board's compensation became entirely fixed, paid in a proportion of 80% in cash and 20% in Restricted Shares, applicable to all Board members.

        • Compensation of the Statutory Board of Executive Officers: an 11.3% increase in the reference values granted in shares for the 2026 grants. This increase reflects a Statutory Executive Officer position filled in January 2026, largely driven by a 'baseline effect' in the comparison between the 2025 and 2026 Proposals: whereas the new Statutory Executive Officer was included for 9 months in the previous year's proposal, they are now included for the full 12 months of the year. Additionally, this position will be eligible for the Long-Term Incentive Programs at the time of the 2026 share grants, alongside the adjustment applied to the Statutory Board's compensation package mentioned in the items above.

          The table below demonstrates the projected accounting effect for the 2026 grants over the coming years:

          SHARE-BASED COMPENSATION: 2026 GRANTS

          Year	2026 Grants, Share-Based Program for the Board (proposed)		2026 Grants, Performance LTI (proposed)		2026 Grants, Master LTI (proposed)		Total / year (R$)
          	Amount accounted for (R$)	Months	Amount accounted for (R$)	Months	Amount accounted for (R$)	Months
          2026	1,238,944.10	8/12	5,490,888.07	8/36	1,431,919.33	8/60	8,161,751.50
          2027	619,472.05	4/12	8,236,332.10	12/36	2,147,879.00	12/60	11,003,683.15
          2028	-	0/12	8,236,332.10	12/36	2,147,879.00	12/60	10,384,211.10
          2029	-	0/12	2,745,444.03	4/36	2,147,879.00	12/60	4,893,323.03
          2030	-	0/12	-	0/36	2,147,879.00	12/60	2,147,879.00
          2031	-	0/12	-	0/36	715,959.67	4/60	715,959.67
          Total economic par value	1,858,416.15	36/36	24,708,996.30	36/36	10,739,395.00	60/60	37,306,807.45

          * The amounts may change according to the variation in the restricted shares price at the time of the effective delivery to the participants, impacting the withholding of taxes, in addition to any cancellations over time.

      • Accounting recognition of grants from previous years: the total compensation of grants from previous years will represent a year-over-year increase of R$2,447,290.43 (two million, four hundred and forty-seven thousand, two hundred and ninety Reais and forty-three cents), or 11.53%, due to: (i) the increase in the stacking of grants from previous years of the statutory board of executive officers, considering inflows and outflows, mainly from 2022; (ii) the reduction in the stacking of grants from previous years of the Chairman of the Board, who has

      been receiving a smaller portion of long-term variable compensation in recent years (see item 8.1.(c)for further details); and (iii) the revision of the accounting format of the share plans of the board members as previously mentioned.

      In the table below, we exemplify the estimated effect over the years of the accounting of the grants made in 2022, 2023, 2024 and 2025 that make up the amount of R$23,679,336.47 (twenty-three million, six hundred and seventy-nine thousand, three hundred and thirty-six Reais and forty-seven cents) accounted for in the year 2026:

      SHARE-BASED COMPENSATION: GRANTS FROM 2023 TO 2025

      Year	2022 2023 2023 2023 2024 2024 2024 2025 Performan 2025 grants, grants, grants ⁽¹⁾ grants, grants, grants ⁽¹⁾ grants, grants, ce LTI, grants, Master LTI BoD Master LTI BoD Master LTI BoD 2025 Master LTI																				Total / year
      	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs	Acco untin g amo unt	Mont hs
      2023	1,59 5	12/6 0	373	8/12	4,21 2	8/36	1,04 6	8/60	-	-	-	-	-	-	-	-	-	-	-	-	7,227
      2024	1,59 5	12/6 0	187	4/12	6,31 8	12/3 6	1,56 9	12/6 0	392	8/12	4,61 8	8/36	1,30 8	8/60	-	-	-	-	-	-	15,987
      2025	1,59 5	12/6 0	-	-	6,31 8	12/3 6	1,56 9	12/6 0	196	4/12	6,92 7	12/3 6	1,96 2	12/6 0	958. 98	8/12	4,57 6	8/36	1,37 3	8/60	25,476
      2026	1,59 5	12/6 0	-	-	2,10 6	4/36	1,56 9	12/6 0	-	-	6,92 7	12/3 6	1,96 2	12/6 0	595. 90	4/12	6,86 5	12/3 6	2,06 0	12/6 0	23,679
      2027	532	4/60	-	-	-	-	1,56 9	12/6 0	-	-	2,30 9	4/36	1,96 2	12/6 0	-	-	6,86 5	12/3 6	2,06 0	12/6 0	15,296
      2028	-	-	-	-	-	-	523	4/60	-	-	-	-	1,96 2	12/6 0	-	-	2,28 8	4/36	2,06 0	12/6 0	6,833
      2029	-	-	-	-	-	-	-	-	-	-	-	-	654	4/60	-	-	-	-	2,06 0	12/6 0	2,714
      2030	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	687	4/60	687
      Total	6,912	60/60	560	12/12	18,95 5	36/36	7,843	60/60	588	12/12	20,78 0	36/36	9,810	60/60	1.508	12/12	20,59 4	36/36	10.30 1	60/60
      economic																					97,898
      par value

      * The aforementioned sums are expressed in thousands and are subject to revision based on the restricted share price at the time the grant is effectively delivered to participants, thereby affecting tax withholding and potential cancellations over time.

      ⁽¹⁾ It includes the Statutory Board of Executive Officers and the Chairman of the Board of Directors.

      • Share-Based Compensation: Conclusion

        Combining these items, the 14.5% impact represents the increase between the 2026 proposal and the 2025 proposal, as shown in the chart below:

        PROPOSED for 2025 VS. PROPOSED for 2024 VARIATION (SHARE-BASED COMPENSATION, IN MILLIONS OF Reais)

        
        
        

        Thus, as detailed throughout this section, the only 3 (three) factors that determine Share-Based Compensation are:

        • The number of shares granted, and for 2026 the intent is to grant 337,525 (three hundred thirty-seven thousand, five hundred twenty-five) fewer shares than in 2025; driven by the share price appreciation throughout 2025 compared to 2024;

        • The reference price of the granted shares: which corresponds to the average of the last 60 (sixty) trading sessions of the year prior to the grant date for the Long-Term Incentive Programs, and the average of the last 60 (sixty) trading sessions prior to the grant date for the Payment of Restricted Shares to the members of the Board of Directors;

        • Accounting format for Board of Directors' grants: despite the dynamics shown above, starting from the full accounting of the year's grant (12/12), the amounts must be maintained as accumulated provisions, as delivery will only occur 2 years after receipt, pursuant to the Share-Based Compensation Plan; and

        • The stacking effect of grants over the years. We estimate an increase in the stacking level from 2026 for subsequent years, considering the combination of factors (i), (ii) and (iii).

      The following table details items (i) and (ii) for each of the grants recognized in the 2026 fiscal year for the Company's Management members.

      SHARE-BASED COMPENSATION: GRANTS FROM 2023 TO 2026
      2022 Grants	2023 Grant, Perform ance LTI	2023 Grant, Master LTI	2023 Grant, BoD Member s	2024 Grant, Perform ance LTI	2024 Grant, Master LTI	2024 Grant, BoD Member s	2025 Grant, Perform ance LTI	2025 Grant, Master LTI	2025 Grant, BoD Member s	2026 2026 Grant, Grant, Perform Master ance LTI LTI (Propose (Propose d) d)	2026 Grant, BoD Member s (Propose d)*

      Vesting Period for Programs and Transfer Term for Board Grants

      Reference price of the granted restricted shares

      Net number of shares outstanding in the current fiscal year

      5 years 3 years 5 years

      2 years after the end of the term of office (1)

      3 years 5 years

      2 years after the end of the term of office (1)

      3 years 5 years

      2 years after the end of the term of office (1)

      3 years 5 years

      1. years after the end of the term of office (1)

         32.87 27.75 27.75 27.75 29.61 29.61 29.61 28.96 28.96 33.98 44.05 44.05 44.05

         242,649 683,075 282,630 20,180 701,799 331,316 19,854 711,107 355,690 43,942 539,916 187,188 42,147

         * The number of shares to be granted may vary upwards or downwards due to the calculation of the reference price of the restricted shares to be allocated to the grants regarding the fiscal year 2026, which will consider the average price of the sixty (60) trading sessions prior to the date of grant, scheduled for April 27, 2026, as provided for in the Plan.

         Note: the Board of Directors members are eligible as of 2023.

   4. Proportion of each item in the aggregate compensation:

      The proportion of variable compensation compared to fixed compensation has been appropriately adjusted over the years to support our compensation strategy and enhance the Company's future performance:

      STATUTORY BOARD OF EXECUTIVE OFFICERS
      Element	2025	2024	2023	2022
      Fixed	21%	20%	21%	25%
      Variable	74%	76%	74%	71%
      Benefits	5%	4%	5%	4%

      		BOARD OF DIRECTORS
      Element	2025	2024	2023	2022
      Fixed	98%	52%	49%	45%
      Variable	0%	47%	50%	54%
      Benefits*	2%	1%	1%	1%

      *Applicable to the Chairman of the Board of Directors only

   5. Conclusion:

Management is firmly convinced that the management compensation proposal for the 2026 fiscal year is aligned with the Company's operational and long-term performance, as evidenced in the tables below. The following data outlines the key performance metrics from the previous year against the growth of the 2026 compensation proposal when compared to the 2025 proposal:

KEY INDICATORS AND COMPENSATION COMPARISON

⁽¹⁾ Fixed + variable + other compensation + share-based compensation for the current year

⁽²⁾ The variable compensation comprises bonus + share-based compensation

TOPIC

‌DO YOU WISH TO REQUEST THE ESTABLISHMENT OF THE FISCAL COUNCIL AS PER ARTICLE 161 OF THE BRAZILIAN CORPORATIONS ACT?

REJECT

Since it was admitted to the Novo Mercado in 2006, TOTVS has maintained a dispersed capital structure, that is, without a controlling shareholder or group, with about 89% of its outstanding capital in free float (percentage of the company's capital stock available for trading on the stock market disregarding the treasury shares and those held by management members). The Board of Directors currently consists of six (6) independent members, out of a total of seven (7). Moreover, all members of the Statutory Audit Committee are independent. When considering these factors, it is our belief that setting up a Fiscal Council may result in the duplication of functions within the Company's governance structure and redundancy in efforts to achieve the same goal.

TOTUS

‌4. Additional Information and Documents

‌APPENDIX I

EXECUTIVE OFFICERS' COMMENTS TO BE SUBMITTED FOR REVIEW AND APPROVAL, PURSUANT TO ARTICLE 10 OF CVM INSTRUCTION No. 81/22

SECTION 2 OF THE REFERENCE FORM

The financial information contained in items 2.1 to 2.11 of this APPENDIX is derived from our accounting records for the consolidated financial statements for the fiscal year ended December 31, 2025, prepared in accordance with accounting practices adopted in Brazil and with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). This information, unless otherwise referred to, is stated in domestic currency (in thousands of Reais). The terms "HA" and "VA", contained in the columns of certain tables below, mean "Horizontal Analysis" and "Vertical Analysis", respectively, being: (i) Horizontal Analysis-compares indexes or line items in our financial statements over a period; and (ii) Vertical Analysis-represents the percentage or item of a line in relation to net revenues for the periods applicable to the results of our operations, or in relation to the total assets on the dates applicable to our balance sheet.

The Executive Officers' analysis, clarifying the results achieved and the reasons for fluctuations in the values of the Company's balance sheet accounts, constitutes an opinion on the impacts or effects of the data presented in the financial statements regarding the Company's financial and equity position. The Company's Board of Executive Officers cannot guarantee that the financial situation and results achieved in the past will happen again in the future.

In this section 2.1, the aim of the Company's executive officers is to provide information that enables investors and the market in general to evaluate the Company's situation through the lens of Management. Among other aspects, they discuss below important facts, commitments or events that affect or could affect the Company's financial and equity conditions. The analyses were established based on the Company's financial statements, which are the responsibility of the Company's Management. These analyses are exclusively presented to offer, through a single financial statement, a comprehensive overview of all the Company's activities, regardless of its corporate structure.

1. General financial and equity situation

   We present below information about our financial and equity structure on the following dates:

   (In thousands of Reais) On December 31, 2025 2024
   Stockholders' equity	5,443,457	4,987,121
   Current assets	3,875,770	2,763,558
   Net debt (Net Cash) (1)	(195,639)	(265,942)

   (1)Net Debt (Net Cash) means the sum of the balances of loans (except leases), debentures, obligations for acquisition of investments, both current and non-current, less the balances of cash and cash equivalents and investment guarantees. Net Debt (Net Cash) is not a measure of financial performance recognized by accounting practices adopted in Brazil or by the International Financial Reporting Standards - IFRS issued by the International Accounting Standards Board ("IASB"), and it does not have a standard meaning. Other companies can account for their Net Debt (Net Cash) differently, so it is not possible to make a comparison between disclosures.

2. Capital structure

   The Company finances its operations through its own equity and third-party funds. The Company issues common shares only; therefore, there are no redeemable shares.

   We had, over the fiscal year ended on December 31, 2025, a balanced capital structure between our own equity and third parties', and consistent with our activities, in the view of Management, in the proportion shown in the following table:

   (in thousands of Reais, except %)	On December 31, 2025	2024
   Current Liabilities and Noncurrent Liabilities (third-party funds)	4,008,714	3,544,600
   Stockholders' Equity (own equity)	5,443,457	4,987,121
   Third-Party Funds (1)	42.41%	41.55%
   Own Equity (2)	57.59%	58.45%

   (1)Liabilities to total assets ratio corresponds to the sum of current and non-current liabilities divided by total liabilities and shareholders' equity.

   (2)Equity ratio refers to the Company's Shareholders' Equity divided by total liabilities and shareholders' equity.

3. Payment capacity as regards financial commitments undertaken

   As of December 31, 2025, the Company's gross debt was R$1,764,837, of which R$128,715, or 7.3%, are in current liabilities and R$1,636,122 or 92.7% in noncurrent liabilities.

   The Company and its subsidiaries have been fully capable of paying their financial commitments undertaken, since their operations are cash-generating and the financing granted to clients is essentially in the short term.

   Most liabilities and receivables result from software sales and provision of software-related services, which are provided in the countries where they are sold.

   The Company and its subsidiaries keep a conservative profile of financial investment and currently has no operations in risk markets and/or derivatives.

   The table below shows the key financial indicators connected to our payment capacity:

   On December 31,
   (in thousands of Reais, unless otherwise stated)	2025	2024
   Gross Debt (1)	1,764,837	1,879,039
   Net debt (Net Cash) (2)	(195,639)	(265,942)
   Debt ratio (3)	0.2	0.2
   Current liquidity ratio (4)	2.0	2.4
   General liquidity ratio (5)	1.2	1.0

   (1)Gross Debt corresponds to the sum of the balances of loans (except leases), debentures, and obligations for the acquisition of investments. Gross debt is not a measure of financial performance recognized by accounting practices adopted in Brazil or by the International Financial Reporting Standards - "IFRS" issued by the International Accounting Standards Board ("IASB"), and it does not have a standard meaning. Other companies can account for their gross debt differently, so it is not possible to make a comparison between different releases.

   (2)Net Debt (Net Cash) corresponds to Gross Debt deducted from the balances of Cash and Cash Equivalents and financial investments, investment guarantees, both current and non-current. Net Debt (Net Cash) is not a measure of financial performance recognized by accounting practices adopted in Brazil or by the International Financial Reporting Standards - IFRS issued by the International Accounting Standards Board ("IASB"), and it does not have a standard meaning. Other companies can account for this indicator differently, so it is not possible to make a comparison between different releases.

   (3)The debt ratio corresponds to the ratio of the Gross Debt at the end of the fiscal year divided by Total Assets.

   (4)The current liquidity ratio corresponds to the ratio resulting from the division of current assets by current liabilities.

   (5)The general liquidity ratio corresponds to the division ratio of: (i) the result from the sum of current and non-current assets (except investment, fixed, and intangible assets); by (ii) the result of the sum of current liabilities and non-current liabilities.

   On December 31, 2025, the debt ratio remained at 0.2, the current liquidity ratio was 2.0, and the overall liquidity ratio was 1.2, showing the ability of the Company and its subsidiaries to fulfill their short-term and long-term commitments.

4. Sources of financing used for working capital and for investment in non-current assets

   Working capital and investments in non-current assets were financed predominantly from own funds arising from operating cash generation.

5. Financing sources for working capital and investments in non-current assets intended to be used to cover liquidity deficiencies

   The Board of Executive Officers understands that, as of December 31, 2025, the Company and its subsidiaries do not have liquidity deficiencies. If it is necessary to seek financing sources for working capital or non-current assets, the Company may: (i) seek lines of loans and financing with private banks, and/or (ii) issue debt securities, such as debentures.

   It is also worth mentioning that, although the Board of Executive Officers understands that the Company and its subsidiaries do not have liquidity deficiencies, it understands that they have pre-approved lines with private banks that can be accessed in the very short term.

6. Levels of debt and characteristics of such debts, also describing:

   1. Material debentures and lease agreements

      The leases obtained by the Company, as well as the balance at the end of each year, are shown in the table below:

      (in thousands of Reais, unless otherwise	Financial	On December 31,
      stated)	charges	2025	2024
      Leases	(i)	258,933	126,418
      Loans and leases		258,933	126,418
      Current Liabilities		42,493	58,133
      Non-Current Liabilities		216,440	68,285

      (i) The weighted average nominal interest rate for real estate right-of-use leases is 13.58% p.a. (10.09% p.a. as of December 31, 2024), 14.36%

      p.a. for electronic equipment right-of-use leases (13.59% p.a. as of December 31, 2024), and 15.35% p.a. for software license leases.

      Leases: the Company and its subsidiaries have several financial lease agreements with a contracted term of between 2 and 8 years related to electronic equipment, software, and facilities of its units.

      (in thousands of Reais, unless otherwise stated)

      Annual

      On December 31,

      Issuance Debentures Financial Charges

      Unit price

      in Real (BLR)

      2025

      2024

      [5th] Issuance of Debentures - single series	1,500,000 100% of CDI + spread	1 1,577,349	1,535,131
      Debentures		1,577,349	1,535,131
      Current liabilities		100,079	62,845
      Non-current liabilities		1,477,270	1,472,286
      The amounts of leases and debentures recorded in non-current liabilities at the end of each fiscal year
      have the following maturity schedule:
      		On December 31,
      (In thousands of Reais)		2025	2024
      2026		-	46,069
      2027		49,734	11,317
      2028		405,617	364,001
      2029		408,699	372,778
      2030		397,828	374,137
      2031 and thereafter		431,832	372,269
      Loans, leases, and debentures (Non-current liabilities)		1,693,710	1,540,571

      0.95% p.a.

      Debentures: on July 19, 2024, the Company approved the 5thissue of simple debentures, not convertible into shares, of the unsecured type, in a single series, for public distribution, intended exclusively for professional investors, in the total amount of R$1,500,000 (one billion and five hundred thousand Reais), with a face value per unit of R$1,000 (one thousand Reais). On the unit face value or

      balance of the unit face value, as the case may be, remuneration interest corresponding to 100.00% of the accumulated variation of the average daily rates of DI (One-day Interbank Deposits) "over extra-group" will be charged, plus a spread equivalent to 0.95% per year, based on 252 business days. The debentures will have a final maturity on July 19, 2031.

   2. Other long-term relationships with financial institutions

      The Company and its controlled companies have no other relevant long-term relationships with financial institutions other than those described in section 2.1.f.i., as specified in section 2.6.

   3. Debt Subordination Levels (seniority of debt)

      The debts of the Company and its subsidiaries are unsecured. So, there is no subordination among them.

   4. Any restrictions imposed on the issuer, in particular, in relation to debt limits and contracting of new debts, the distribution of dividends, the disposal of assets, the issuance of new securities and the disposal of corporate control, as well as whether the issuer has been complying with these restrictions

      Debentures: debentures have early maturity clauses ("covenants") usually applicable to these types of operations related to meeting economic and financial indices. The financial index applied to this deed results from the coefficient of the division of the Net Debt/Net Cash (based on the criteria agreed with the trustee) by the Adjusted EBITDA, which must be equal to or lower than 4 times. This indicator does not consider the effects arising from IFRS 16 for debt and EBITDA, nor are the liabilities, EBITDA and cash and cash equivalents of TOTVS Techfin S.A. and its subsidiaries being considered.

      	On December 31,
      NET DEBT (NET CASH) / EBITDA	2025	2024
      (+) Consolidated Gross Debt	1,764,837	1,879,039
      (-) Cash and cash equivalents	(1,785,703)	(1,942,162)
      (-) Investment guarantees	(174,773)	(202,819)
      (=) Net Debt (Net Cash)	(195,639)	(265,942)
      Management + RD Station Adjusted EBITDA	1,504,754	1,230,174
      Leveraging Indicator	-0.13	-0.22

      As of December 31, 2025, the Company was in compliance with all the covenants set forth in its aforementioned debenture agreements.

7. Limits of contracted financing and percentages already used

   As of the presentation date of the Financial Statements for the fiscal year ended December 31, 2025, there were contracted and undrawn credit lines related to the 6thdebenture issuance.

8. Significant changes in topics of the income statements and cash flow

CONSOLIDATED INCOME STATEMENTS

COMPARISON BETWEEN THE FISCAL YEARS ENDED ON DECEMBER 31, 2025 AND 2024

(i)The balances referring to 2024 were reclassified as held for sale for better comparability, as detailed later in the topic "Net profit from discontinued operation".

(ii)The vertical analysis of the lines "Net income from discontinued operations", including that attributed to the controlling and non-controlling shareholders of the Company, are not applicable, since net revenue refers to continuing operations.

Net Revenue

Consolidated Net Revenue for 2025 experienced a 17.4% increase compared to the preceding year. Performance was primarily driven by a 20% year-over-year increase in Recurring Revenue from the Management and RD Station business units, bolstered by the continued expansion of SaaS Revenue. Together, these units account for 90.5% of Net Revenue, a 200-basis-point increase over 2024. This performance reflects robust commercial activity and high sales volume, both within the existing installment base and through new customer acquisition.

Another highlight for 2025 is the Annualized Recurring Revenue (ARR), which ended the year at R$6.1 billion, with a consolidated Total Addition of R$905 million. The Company's dedication to Recurring Revenues has produced this outcome, bringing resilience and predictability and setting the groundwork for the 2026 Recurring Revenue.

Non-Recurring Services Revenue experienced a 3.1% decline in 2025 compared to 2024 figures, consistent with the strategy of prioritizing Recurring Revenue.

Gross Profit

Software costs ended 2025 with a growth of 17.7% compared to the previous year, resulting in a gross margin of 29.7%, reflecting the Company's focus on Recurring Revenues and reduction of TCO (Total Cost of Ownership) as a way to increase its competitiveness.

TaaS (Task as a Service) monetization drives new sources of revenue and impacts Gross Margin because of reduced relevance of License Revenue, which is more profitable in the short term, and reduced Non-Recurring Services Revenue (commonly linked with deployment and customization projects in new sales).In Management, the 3 TaaS enablers already deliver relevant recurring revenues and with the growth rate accelerating: (i) universalization of T-Cloud; (ii) mastery of applications and APIs; and (iii) support to clients in organizing databases and updating systems.

Expenses

• Research and Development: in 2025 and 2024, Research and Development (R&D) expenses represented approximately 17% of Net Revenue, a variation of 14.6% year-over-year, which reflects the strategic allocation of resources focused on innovation.

• Sales and Marketing Expenses: in the annual comparison, these increased by 16.6% compared to 2024, representing 22.5% of Net Revenue in 2025, compared to 22.7% in 2024, reflecting greater operational efficiency. In 2025, we had two major events: (i) Universo TOTVS, an investment of approximately R$14 million, bringing together over 20,000 attendees including clients, expert partners, and industry leaders; and (ii) RD Summit, an investment of approximately R$12 million with approximately 18,000 attendees over two days of the event.

• General and Administrative Expenses and Provision for Contingencies: in 2025, this expense category constituted 10.1% of Net Revenue, a figure consistent with the preceding year's 10.9%. This slight variation is related to strict discipline in expense management.

• Other Operating Income (Expenses): in 2025, it presented a positive net result from Other Operating Income (Expenses), mainly impacted by the fair value of the investment in GoodData, which generated revenue of R$2,527, and revenue from the sale of fixed assets, in return for the purchase and/or earn-out option complement of the subsidiaries Feedz and Exact, as a result of the performance achievement recorded in 2024.

• Net Financial Results (or Financial Income/Expenses, Net): the R$11,800 increase in Net Financial Results in 2025 is the result of the balance between higher financial income-driven by