DATE, TIME, and PLACE: virtual meeting held on January 16th, 2026, at 5:30 p.m., remotely, pursuant to article 18 of the Bylaws of TOTVS S.A. ("TOTVS or "Company") and article 17 of the Charter of the Company's Board of Directors.
CALL AND ATTENDANCE: the corresponding call notice was duly sent pursuant to article 18, paragraph 1 of the Bylaws of TOTVS. All members of the 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.
- CHAIR AND SECRETARY: Chairman of the Board: Laércio José de Lucena Cosentino; and Secretary: Téssie Massarão Andrade Simonato.
- AGENDA: (I) Election of Mr. Gustavo Carvalho Mendes as Company's Vice-President of Business for Operational Efficiency.
-
DELIBERATIONS:
The Board unanimously approved, as per Articles 19, "ii" and 26 of the Company's Bylaws, based on the favorable recommendation of the People and Compensation Committee, the election of Mr. Gustavo Carvalho Mendes, Brazilian citizen, married under the regime of partial community of property, with a degree in business administration, enrolled in the Individual Taxpayer's Register (CPF/MF) under No. 334.057.808-70 and bearer of Identification Document (RG) No.
352.143.34 SSP/SP, residing and domiciled in the city of São Paulo, State of São Paulo, with business address at Avenida Braz Leme, No. 1000, Casa Verde district, Zip Code (CEP) 02511-000 for the position of Vice-President of Business for Operational Efficiency, whose main responsibilities will consist of: (a) optimizing operational processes and cross-functional initiatives within the Company's expansion strategy; (b) strengthening operating results and the integrated offering of solutions across the TOTVS' multiple channels; and (c) capturing efficiencies through the use of productivity technologies and artificial intelligence.
The hereby elected Vice-President shall take office on January 19th, 2026 by signing
the specific term of office document to be filed at the Company's registered office that outlines the necessary skills, compliance with requirements, and legal clearance as per article 147 and related paragraphs of Law No. 6.404/1976 ("Brazilian Corporations Law") and CVM Resolution No. 80, of March 29, 2022 (Exhibit K), for a unified term of two (2) years, which is until the Board of Directors meeting right after the Company's Annual Shareholders' Meeting in 2027, along with the other Statutory Officers' terms.
As a result, the consolidated composition of the Company's Statutory Board of Executive Officers is now as follows:
Statutory Board of Executive Officers
Position
Name
Chief Executive Officer
Dennis Herszkowicz
Vice-President of Service and Relationship
Alexandre Haddad Apendino
Chief Financial and Investor Relations Officer
Gilsomar Maia Sebastião
Vice-President of RD Station
Gustavo Augusto Silva Avelar
Vice-President of Business for Operational Efficiency
Gustavo Carvalho Mendes
Vice-President of Platforms
Gustavo Dutra Bastos
Vice-President Business for Segments
Marcelo Eduardo Sant'Anna Cosentino
Vice-President of Human Relations and Marketing
Vivian Broge
- APPROVAL AND SIGNATURE OF THESE 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 16th, 2026.
[Signature page of the Minutes of the Board of Directors Meeting of TOTVS S.A., held on January 16th, 2026]
Chairman and Secretary:Laércio José de Lucena Cosentino Chairman | Téssie Massarão Andrade Simonato Secretary |
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 |
