DATE, TIME, AND PLACE: virtual meeting held on January 6th, 2026, at 11:00 a.m., pursuant to article 18 and of the Bylaws and article 17 of the Charter of the Board of Directors of TOTVS S.A. ("TOTVS", or the "Company").
- CHAIR AND SECRETARY: Chairman: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.
CALL AND ATTENDANCE: Call duly made pursuant to article 18, paragraph 1 of TOTVS's Bylaws. All members of the Company's Board of Directors (the "Board") were present, namely: Laércio José de Lucena Cosentino, Ana Claudia Piedade Silveira dos Reis, Edson Georges Nassar, Gilberto Mifano, Guilherme Stocco Filho, Isabella de Oliveira Vianna Cavalcanti Wanderley and Tania Sztamfater Chocolat.
AGENDA: (I) approving, as set forth in paragraph 1, article 59 of Law No. 6,404 of December 15, 1976, as amended (the "Brazilian Corporations Act"), that the Company carries out the Sixth (6th) issue of simple, unsecured debentures, not convertible into shares, in a single series (the "Issue" and "Debentures", respectively), which will be subject for public distribution, intended exclusively to Professional Investors (as defined below), under the automatic registration process for the distribution of securities, pursuant to article 26, section V, subsection 'a', of the Brazilian Securities and Exchange Commission ("CVM") Resolution No. 160, dated July 13, 2022, as amended ("CVM Resolution 160"), as well other applicable laws and regulations ("Offer"); (II) giving consent to the Company's board of executive officers to perform all actions necessary to perform the Offer, including, but not limited to, the discussion, negotiation, and determination of all terms and conditions that may be applicable to the Issue and the Offer, in addition to performing all actions and undersigning all documents necessary to carry out the Issue and the Offer, including to contract and hire financial institutions and any other service providers related to the Issue and the Offer; and (III) ratifying all actions already performed by the Company to carry out the Offer.
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RESOLUTIONS: After having analyzed and discussed the matters included in the Agenda, the Board, unanimously and with no restrictions or reservations:
Approved the Issue and the Offer under the following terms and conditions, to be detailed and governed by the "Private Indenture of the Sixth (6th) Issue of Simple, Unsecured Debentures, Not Convertible into Shares, in a Single Series, for Public Distribution, under the automatic registration process, by TOTVS S.A." (the "Indenture"), between the Company and Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A. (the "Trustee"), acting in its capacity as a representative of the Debenture holders (the "Debenture Holders"):
Date of Issue: for all legal purposes, the date of issue of such Debentures will be January 29, 2026 (the "Date of Issue").
Issue Number: Sixth (6th) issue of unsecured, simple debentures not convertible into shares,
of the Company.
Total Amount of the Issue: the total amount of such Issue will be R$3,000,000.000.00 (three billion Reais) on the Date of Issue (the "Total Amount of the Issue").
- Number of Series: the Issue will be performed in a single series.
- Number of Debentures: three million (3,000,000) Debentures will be issued.
Face Value per Unit: The face value per unit of the Debentures will be R$1,000.00 (one thousand Brazilian reais) on the Date of Issue (the "Face Value per Unit");
- Monetary Restatement. The Face Value per Unit of Debentures will not be monetarily restated.
Form, Type, and Proof of Ownership: the Debentures will be issued in a registered, book-entry form, without the issuance of scrips or certificates, and, for all legal purposes, the ownership of the Debentures will be evidenced by the deposit account statement issued by the Bookkeeping Agent (as defined below) and, additionally, as regards the Debentures that are electronically held in custody at B3 S.A. - Brasil, Bolsa, Balcão ("B3"), a statement will be issued by B3 on behalf of the Debenture Holder, which will serve as proof of ownership of such Debentures.
- Convertibility: The Debentures will be simple and not convertible into shares, issued by the Company.
Settlement Agent and Bookkeeping Agent: The settlement and bookkeeping agent for the Debentures will be "Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A.", a corporation headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, at Av. Das Américas, No. 3,434 , block 7, suite 201, Barra da Tijuca district, Zip code 22640-102, registered with the Corporate Taxpayers' Roll under CNPJ/MF number 36.113.876/0001-91 (the "Settlement Agent" and "Bookkeeping Agent"), whose appointment includes any other financial institution that may be the successor of the Settlement Agent or the Bookkeeping Agent in the provision of services related to the Issue and the Debentures). The Bookkeeping Agent will be responsible for the bookkeeping of the Debentures, among other matters listed in B3's operational standards, as the case may be.
Type: The Debentures will be unsecured, pursuant to article 58, caption, of the Brazilian Corporations Act.
Distribution Procedure: The Debentures will be subject to public distribution under the automatic registration process to the CVM, according to CVM Resolution 160, under a firm placement guarantee regime for all Debentures, with the intermediation of a financial institutions that are part of the distribution system of securities ("Coordinators"), through MDA module - Asset Distribution Module ("MDA"), managed and operated by B3 under the terms of the "Agreement of Coordination, Placement, and Public Distribution, with firm
underwriting commitment for all Debentures, of the Sixth (6th) Issue of Simple, Unsecured Debentures, Not Convertible into Shares, in a Single Series, by TOTVS S.A." (the "Placement Agreement"), to be executed by the Company and the Coordinators, in accordance with the distribution plan set forth in article 49 of CVM Resolution 160 ("Distribution Plan").
Maturity Date: The Debentures will have the term of 7 (seven) years from the Date of Issue, with maturity date on January 29, 2033 (the "Maturity Date"), except for the cases of Optional Acquisition (as defined below) for cancellation of all Debentures, or in the case of an Early Redemption Offer (as defined below), Optional Early Redemption (as defined below), Optional Early Redemption due to Non-Acquisition of Shares (as defined below), or early maturity of obligations arising from the Debentures, in the terms to be set forth in the Indenture.
Amortization: Without prejudice to any early payment of the Debentures as a result of the events of Optional Acquisition, Early Redemption Offer, Optional Early Redemption, Optional Early Redemption due to Non-Acquisition of Shares, Extraordinary Amortization or an early maturity of obligations arising from the Debentures, as set forth in the Indenture, the balance of the Face Value per Unit of the Debentures will be amortized annually from the 4th(fourth) year (including) as from the Date of Issue, being the first payment due on January 29, 2030 and the last payment on the Maturity Date, according to the dates and percentages to be provided in the Indenture.
Remuneration: On the Face Value per Unit or balance of the Face Value per Unit, as the case may be, remuneration interests corresponding to 100.00% (one hundred percent) of the accumulated variation of the daily average rates of DI - Interbank Deposits of one day, "over extra-group", expressed as a percentage per year, based on 252 (two hundred and fifty-two) Business Days, calculated and published on a daily basis by B3 S.A. - Brasil, Bolsa, Balcão in the daily newsletter available on its website (www.b3.com.br) ("DI Over Rate"), plus, exponentially, a spread equivalent to 0.59% (zero point fifty-nine percent) per year, based on 252 (two hundred and fifty-two) Business Days ("Surcharge", and, together with the DI Over Rate, the "Remuneration"). Such Remuneration will be calculated exponentially and cumulatively on a pro rata temporis basis, per Business Days elapsed, incident on the Face Value per Unit or the balance of the Face Value per Unit, as the case may be, from the First Payment Date (as defined below) (including this Date) or the Remuneration Payment Date (as defined below) immediately preceding (including this Date), as the case may be, up to the date of its effective payment according to the formula to be provided in the Indenture.
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Payment of Remuneration: Without prejudice to the early payment of the Debentures as a result of the Optional Acquisition, Early Redemption Offer, Optional Early Redemption, Optional Early Redemption due to Non-Acquisition of Shares, Extraordinary Amortization or early maturity obligations arising from the Debentures, in the terms to be provided for in the Indenture, the Remuneration payment will be made semiannually, being the first payment due on July 29, 2026 and the last payment on the Due Date, according to the dates provided for in
the chart to be inserted in the Indenture (each date being a "Remuneration Payment Date").
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Place of Payment: Payments related to the Debentures and any other amounts that may be possibly due by the Company under the terms of the Indenture will be made by the Company
using the procedures adopted by B3, for Debentures held in electronic custody at B3; or
as the case may be, through the Bookkeeping Agent or another financial institution hired for such purpose, for Debenture Holders that do not have their Debentures electronically held at B3.
Extension of Deadlines: Deadlines related to the payment of any obligation arising from the Indenture will be considered extended until the first (1st) subsequent Business Day if the maturity thereof coincides with a day when there are no business or banking services at the place of payment of the Debentures, as provided for in section (xvii) hereinabove, without any increase to the amounts to be paid, except in cases where payments must be made through B3, in which case there will only be an extension when the date of payment falls on an official national holiday, a Saturday or a Sunday. For the purposes of the Indenture, a "Business Day" will be considered as being any day other than Saturday, Sunday, or an official national holiday.
Late Payment Charges: Without prejudice to the Remuneration, in the event any amount due to the Debenture Holders are not paid punctually, any of such late payments shall be subject to a penalty of 2% (two percent) on the amount due, plus late-payment interests at the rate of 1% (one percent) per month, both calculated from the original maturity date in default up to the effective date of payment, on the entire amount then due, regardless of any notice or court summons or out-of-court notice, in addition to all expenses incurred for collection (the "Late Payment Charges").
- Lapse of Rights to Accruals: Without prejudice to the provisions of section (xix) above, in case a Debenture Holder fails to attend and exercise his/her/its right to receive the amount corresponding to any of the Company's pecuniary obligations on the dates to be provided for in the Indenture or in a notice published by the Company as set forth in the Indenture, such failure shall not entitle such Debenture Holder the right to receive the Remuneration and/or Late Payment Charges for the period related to the delay in receipt thereof; provided, however, that such Debenture Holder shall remain entitled to receive the rights acquired up to the date of the corresponding maturity or payment in any case of untimely payment.
Subscription Price, Subscription and Payment Form: The Debentures will be subscribed and paid in cash, in national currency, at the time of subscription ("Payment Date"), (i) on the first Payment Date ("First Payment Date"), at their Face Value per Unit; and (ii) on the Payment Date subsequent to the First Payment Date, at the Face Value per Unit, plus Remuneration, calculated pro rata temporis from the First Payment Date until the date of its effective subscription and payment ("Subscription Price"), in accordance with the applicable settlement rules of B3. The Subscription Price may include a premium or discount, as defined
by the Coordinators, at the time of subscription of the Debentures, if applicable, using up to 8 (eight) decimal places, without rounding, provided that it is applied equally to all Debentures on each Payment Date, in accordance with the Placement Agreement. The premium or discount, as applicable, will be applied based on objective market conditions, including, but not limited to (a) a material change in the DI interest rate curve, constructed from the adjustment prices of the future contract maturities of the one-day interbank deposit rate, traded on B3; or (b) a material change in the indicative trading rates of fixed income securities (debentures, CRIs, CRAs) published by ANBIMA. Without prejudice to the provisions of this Clause, the net proceeds obtained by the Company from the Issue shall not be affected by the subscription of the Debentures at a premium or discount.
- Scheduled Renegotiation: There will be no scheduled renegotiation of the Debentures.
- Tax Immunity of Debenture Holders: If any Debenture Holder enjoys any type of tax immunity or exemption, such Debenture Holder must forward to the Settlement Agent and the Bookkeeping Agent, at least 10 (ten) Business Days before the expected payment dates of the Debentures, supporting documentation of such tax immunity or exemption, under penalty of having deducted from his/her/its payments the amounts due under the current tax legislation.
- Right to Receive Payments: Those who are Debenture Holders at the end of the Business Day immediately prior to the corresponding payment date will be entitled to receive any amount due to Debenture Holders as set forth in the Indenture.
Optional Acquisition: The Debentures may, at any time, from the First Payment Date, be acquired by the Company in the secondary market, subject to the acceptance by the corresponding selling Debenture Holder and subject to the provisions of article 55, paragraph 3, of the Brazilian Corporations Act and CVM Resolution No. 77, dated March 29, 2022 ("CVM Resolution 77"): (i) for an amount equal to or less than the Face Value per Unit or balance of the Face Value per Unit of the Debentures, as the case may be, and such a fact should be added to the management report and the financial statements of the Company; or
(ii) for an amount higher than the Face Value per Unit or the balance of the Face Value per Unit of the Debentures, as the case may be, and the Company must, prior to the acquisition, report its intention to the Trustee and to all Debenture Holders, as set forth in the Indenture, and in compliance with the provisions of article 18 and following of CVM Resolution 77. The Debentures acquired by the Company may (1) be canceled subject to the applicable regulation; (2) remain in treasury; or (3) be placed on the market again. The Debentures acquired by the Company to remain in treasury, pursuant to this Clause if and when returned to the market, will be entitled to the same Remuneration applicable to the other Debentures ("Optional Acquisition").
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Discretionary Optional Early Redemption: The Company may, at any time, at its sole discretion and irrespective of the Debenture Holders willingness, from January 29, 2028
(including), i.e. 24th(twenty-fourth) month (including) of the Date of Issue, including, carry out the early redemption of all Debentures ("Optional Early Redemption"). The price of the Optional Early Redemption of the Debentures that will be entitled to the Debenture Holders, on the occasion of the Optional Early Redemption, will correspond to the Face Value per Unit or the balance of the Face Value per Unit plus the respective Remuneration, determined from the First Payment Date or the Remuneration Payment Date immediately preceding, as the case may be, until the date of the optional early redemption (as defined hereinbelow), increased by the Late Payment Charges (if applicable) due and unpaid until the Date of the Optional Early Redemption (the "Amount of the Optional Early Redemption"). The other terms and conditions of the Optional Early Redemption will be provided in the Indenture.
Optional Early Redemption due to Non-Acquisition of Shares: In the event that the Share Acquisition is not completed by the 12th(twelfth) month (including) from the Date of Issue, the Company may, at its sole discretion and independently of the will of the Debenture Holders, i.e., as from January 29, 2027 (including), carry out the early redemption of the totality of the Debentures ("Optional Early Redemption due to Non-Acquisition of Shares"). The amount to which the Debenture Holders shall be entitled upon the Optional Early Redemption due to Non-Acquisition of Shares shall correspond to the Face Value per Unit or the outstanding balance of the Face Value per Unit, as applicable, plus the respective Remuneration, calculated from the First Payment Date or from the immediately preceding Remuneration Payment Date, as applicable, until the Optional Early Redemption Date (as defined below), plus the Late Payment Charges, if applicable, due and unpaid up to the Optional Early Redemption due to Non-Acquisition of Shares date ("Amount of the Optional Early Redemption due to Non-Acquisition of Shares"). The other terms and conditions of the Optional Early Redemption due to Non-Acquisition of Shares shall be set forth in the Indenture.
Offer for Early Redemption: The Company may, at its sole discretion, at any time, make an offer of full early redemption of the Debentures, addressed to all Debenture Holders, with no distinction, in one or more occasions, ensuring all Debenture Holders equal conditions to accept or not the redemption of the Debentures held by them ("Offer for Early Redemption"). The amount to be paid to the Debenture Holders, within the scope of the Offer for Early Redemption, will be equivalent to the Face Value per Unit or balance of the Face Value per Unit of the Debentures, object of the redemption, increased by the Remuneration, calculated pro rata temporis, from the First Payment Date, up to the date of its effective payment, and eventual premium that has been offered by the Company. The other terms and conditions of the Offer for Early Redemption will be provided in the Indenture.
Extraordinary Amortization: The Company may at its sole discretion, and irrespective of the Debenture Holders willingness, from January 29, 2028 (including), i.e, 24th(twenty-fourth) month (including) of the Date of Issue (including) , perform an early amortization over the Face Value per Unit or the balance of the Face Value per Unit, as
applicable ("Extraordinary Amortization"). The amount to be paid to the Debenture Holders within the scope of the Extraordinary Amortization will be equivalent to the portion of the he Face Value per Unit of the Debentures to be amortized, limited to 98% (ninety-eight percent) plus the Remuneration, calculated pro rata temporis from the First Payment Date or the Remuneration Payment Date immediately preceding, as the case may be, and other charges due and unpaid, up to the date of Extraordinary Amortization ("Extraordinary Amortization Value"). The other terms and conditions of the Extraordinary Amortization will be provided in the Indenture.
Automatic Early Maturity: In the event of any automatic early maturity event as set forth in the Indenture ("Automatic Early Maturity Events"), such an early maturity event will result in automatic early maturity of the obligations arising from the Debentures, and the Trustee must consider that all obligations arising from the Debentures have been early matured, and shall demand the payment of whatever is due, regardless of any notice, summons or court or out-of-court notice, always observing the specific cure periods provided for in the Indenture, as applicable.
Non-Automatic Early Maturity: In case any non-automatic early maturity event may occur as set forth in the Indenture ("Events of Non-Automatic Early Maturity"), the Trustee shall call, within up to 5 (five) Business Days from the date on which the Trustee becomes aware of such event, a General Meeting of Debenture Holders (as set forth in the Indenture) to resolve on the possible failure to report the early maturity of the obligations arising from the Debentures.
Deposit for Electronic Distribution, Trading, and Custody: The Debentures will be deposited at B3 for (i) distribution in the primary market through the MDA, managed and operated by B3, and such distribution will be financially settled through B3; (ii) trading in the secondary market through CETIP21 - Bonds and Securities ("CETIP21"), managed and operated by B3, with trades being financially settled through B3; and (iii) electronic custody at B3.
Destination of Proceeds: The net proceeds raised by the Company with the Issue will be fully used for (i) the acquisition of the totality of the shares issued by Linx Participações S.A., as disclosed in the material fact of the Company released on July 23, 2025 ("Share Acquisition"); and/or (ii) the ordinary management of its business, including, but not limited to, cash reinforcement, working capital, refinancing of financial liabilities, operating expenses and other activities related to the regular conduct of its activities.
- Segmentation: segmentation will not be allowed, in accordance with Section IX of article 59 of the Brazilian Corporations Act.
- Other Features: all other characteristics of the Debentures will be specified in the Indenture.
Authorized the Company's Board of Executive Officers to perform, before any entity, all the actions necessary to formally carry out the Offer and the Issue, including, for the sake of example, (i) the execution of all documents connected to the Offer and the Issue and any possible amendments thereto, including, just for the sake of example, the Indenture and the Placement Agreement; (ii) the negotiation of all terms and conditions that may be applicable to the Offer and the Issue, including the events of early maturity to be added to the Indenture; (iii) the contracting/hiring of placement and trading systems for the Debentures in the primary and secondary markets; (iv) the formalization and effectiveness of the hiring of the Coordinators, the legal advisors, and the service providers necessary to implement the Issue and the Offer, such as B3 and the Trustee, among others, being able, for this purpose, to negotiate and execute the corresponding contracts and any amendments thereto. It is worth emphasizing that the hiring of the Bookkeeping Agent and the Settlement Agent is hereby approved, and the Company's Board of Executive Officers is authorized to negotiate and execute the corresponding agreements and/or amendments thereto within the scope of the Offer; and (v) the publication and registration of the documents of the Offer and the Issue before the competent bodies.
Ratified the actions that had already been practiced prior to this meeting to be held by the Company for the achievement of the Offer.
- 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, January, 6th, 2026.
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[Single signature page of the Minutes of the Meeting of the Board of Directors of TOTVS S.A., held on January 6, 2026.]
Laércio José de Lucena Cosentino Chairman | Téssie Massarão Andrade Simonato Secretary |
Board of Directors:
Laércio José de Lucena Cosentino | Ana Claudia Piedade Silveira dos Reis |
Edson Georges Nassar | Gilberto Mifano |
Guilherme Stocco Filho | Isabella de Oliveira Vianna Cavalcanti Wanderley |
Tania Sztamfater Chocolat