Totvs S.a.BMFBOVESPA: TOTS3

Board of Directors' Meeting - 02/02/2026 - Minutes (

· Issued by Totvs S.A.
TOTVS S.A. Corporate Taxpayers' Id. (CNPJ/MF) No. 53.113.791/0001-22 Company Registry (NIRE) No. 35.300.153.171 MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON FEBRUARY 2nd, 2026
  1. DATE, TIME, and PLACE: session opened on February 2nd, 2026, at 09:00 a.m., remotely, pursuant to article 18 of the Bylaws and article 17 of the Charter of the Company's Board of Directors.

  2. 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. Present as a guest was Mr. Dennis Herszkowicz, CEO.

  3. CHAIR AND SECRETARY: Chairman of the Board: Laércio José de Lucena Cosentino; and Secretary: Téssie Massarão Andrade Simonato.
  4. AGENDA: Resolve, pursuant to the provisions of its Bylaws, especially article 19, "xvii" and "xxi", on: (i) the acquisition, by the Company, of the shares representing 37.5% (thirty-seven point five percent) of the total and voting capital stock of Dimensa S.A., a privately held corporation, headquartered in the City of São Paulo, State of São Paulo, at Rua Desembargador Euclides Silveira, no. 232, Bairro Casa Verde, CEP 02.511-010, registered with CNPJ/MF under no. 27.231.185/0001-00 ("Dimensa" and "Remaining Acquisition", respectively); (ii) the execution of the Sale and Purchase Agreement which governs the terms and conditions of the Remaining Acquisition, between, on one side, the Company, as purchaser, and, on the other side, B3 S.A. -Brasil, Bolsa, Balcão, a publicly held corporation, headquartered in the City of São Paulo, State of São Paulo, at Praça Antônio Prado, no. 48, Bairro Centro, CEP 01.010-901, registered with CNPJ/MF under no. 09.346.601/0001-25, as seller, and, furthermore, with the intervention and consent of Dimensa ("Remaining Acquisition Agreement"), as well as any other agreements and documents related to the execution, implementation, and closing of the Remaining Acquisition, as provided in the Remaining Acquisition Agreement and its exhibits (jointly, the "Remaining Acquisition Documents"); and as well as (iii) authorize the Executive Team to practice any acts necessary and/or convenient for the fulfillment of the foregoing resolutions.

    Subsequent act and subject to the Remaining Acquisition, also pursuant to the provisions of its Bylaws, especially article 19, "xvii" and "xxi", resolve on: (iv) the sale, by the Company, of the shares representing 100% (one hundred percent) of the

    total and voting capital stock of Dimensa ("Transaction"); (v) the execution of the Sale and Purchase Agreement which governs the terms and conditions of the Transaction between, on one side, TOTVS S.A., as seller, and, on the other side, Evertec Brasil Informática S.A., as purchaser, and, furthermore, Evertec Group, LLC, as guarantor and with the intervention and consent of Dimensa ("Sale and Purchase Agreement"), as well as any other agreements and documents related to the execution, implementation, and closing of the Transaction, as provided in the Sale and Purchase Agreement and its exhibits (jointly, the "Transaction Documents"); and as well as (vi) authorize the Executive Team to practice any acts necessary and/or convenient for the fulfillment of the foregoing resolutions.

  5. DELIBERATIONS:

    Opening the proceedings, the Chairman of the Board declared the meeting established and gave the floor to the Secretary of the table, who informed the deliberative items to be dealt with. After discussion of the matters listed on the agenda, the Board, unanimously, approved without any reservations and in the terms of its Bylaws:

    1. The execution of the Remaining Acquisition, whose consummation will be subject to the closing of the Transaction (which, in turn, is subject to the fulfillment of certain precedent conditions, including the approval of the Administrative Council for Economic Defense ("CADE") under the terms of the Sale and Purchase Agreement, for the amount (equity value) of R$665,000,000.00 (six hundred and sixty-five million reais), being certain that the enterprise value considered for the determination of the price of the Remaining Acquisition comprises the cash and net debt of Dimensa (i.e., such amount will not be subject to any change due to the variation in working capital, net cash, or net debt of Dimensa), subject to monetary restatement and the terms of the Remaining Acquisition Agreement;

    2. The signing, by the Company, of the Remaining Acquisition Agreement and the other Remaining Acquisition Documents; and

    3. The performance, by the Executive Team, of all acts necessary and/or convenient for the execution of the Remaining Acquisition Documents and for the closing of the Remaining Acquisition, pursuant to the resolutions contained in the preceding items.

      Subsequent act and provided that the Remaining Acquisition has occurred, the Board, unanimously, approved without any reservations and in accordance with its Bylaws:

    4. The execution of the Transaction, whose closing is subject to the fulfillment of the usual precedent conditions for transactions of this nature - which include the consummation of the Remaining Acquisition and the approval of CADE - for the approximate amount of R$1.4 billion (equity value), resulting from the net cash position of December 31st, 2025, and the base value of R$950 million (enterprise

      value), subject to adjustments based on the cash, debt, and working capital position, under the terms of the Sale and Purchase Agreement;

    5. The signing, by the Company, of the Sale and Purchase Agreement and the other Transaction Documents; and

    6. The performance, by the Executive Team, of all necessary and/or convenient acts for the execution of the Transaction Documents and for the closing of the Transaction, in accordance with the resolutions contained in the preceding items.

  6. 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, February 2nd, 2026.

Chairman and Secretary:

Laércio José de Lucena Cosentino Chairman

Téssie Massarão Andrade Simonato Secretary

Board members present:

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

(Part of the Minutes of the Board of Directors Meeting of TOTVS S.A. held on February 2nd, 2026).