Totvs S.a.BMFBOVESPA: TOTS3

Board of Directors' Meeting - 02/10/2026 - Minutes (Discussions on strategic guidelines for the 2026 fiscal year; Report on the work of the Statutory Audit Committee; Report on the work of the People and Compensation Committee; Report on the work of the Governance and Nomination Committee; and Report from the Chief Executive Officer)

· 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 10th, 2026

  1. DATE, TIME, and PLACE: meeting held on February 10th, 2026, at 8:30 a.m., at the headquarters of TOTVS S.A. ("TOTVS" or the "Company"), located at Avenida Braz Leme, No. 1.000, Casa Verde district, city of São Paulo, State of São Paulo, Zip Code 02.511-000, Brazil, pursuant to article 18 of the Company's Bylaws and article 16 of the Internal Regulations of the 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 during the entire meeting, Dennis Herszkowicz, Chief Executive Officer (except for part of items III and IV and completely absent from items II and VIII of the agenda). Also present as guests at part of the meeting, Gilsomar Maia Sebastião, Chief Financial and Investor Relations Officer (in part of item III of the agenda); Gustavo Carvalho Mendes, Vice President of Business for Operational Efficiency (item VII of the agenda); Ricardo Guerino de Souza, Director of Planning and Controllership (in part of item III of the agenda); Sergio Pauperio Serio Filho, Director of Investor Relations (in part of item III of the agenda); and Vivian Broge, Vice President of Human Relations and Marketing (item IV of the agenda).

    Representatives from KPMG Auditores Independentes Ltda. ("KPMG"), Lorena Gonçalves and Wagner Bottino, participated in item III of the agenda.

    Also present was Glaucia Macedo de Sousa, Corporate Governance Coordinator, as an observer at the meeting (except for item VIII on the agenda).

  3. CHAIR AND SECRETARY: Chairman of the Board: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.

  4. AGENDA: (I) Opening of the meeting, including the measures requested regarding topics from previous meetings; (II) Discussions on strategic guidelines for the 2026 fiscal year; (III) Report on the work of the Statutory Audit Committee ("CAE"); (IV) Report on the work of the People and Compensation Committee ("CGR"); (V) Report on the work of the Governance and Nomination Committee ("CGI"); (VI) Report from

    the Chief Executive Officer; (VII) Introducing the new Vice President of Business for Operational Efficiency; and (VIII) Executive Session.

  5. PRESENTATIONS, DISCUSSIONS, AND RESOLUTIONS:

    1. Opening of the meeting

      The Chairman of the Board declared the meeting established and gave the floor to the Secretary, who presented the agenda, as described in item "4" of these minutes, as well as the status of actions requested in previous meetings. On this occasion, the Secretary informed the deliberative items to be deal with and announced that all support materials had been made available on the Corporate Governance Portal.

    2. Discussions on strategic guidelines for the 2026 fiscal year

      The members discussed the strategic guidelines for the 2026 fiscal year.

    3. Resolutions

      Following discussions on the matters under consideration, the Board of Directors unanimously resolved:

      1. with the favorable opinion of the CAE for submission to the Board of Directors and for deliberation by the Company's Ordinary General Meeting, they reviewed the Company's consolidated results for 2025, the proposed Release of Results, and the allocation of earnings.

        KPMG representatives presented the conclusions of the external audit work for the fiscal year ended December 31st, 2025, with the issuance of an unqualified report.

        As recommended by the CAE, the Board approved the Financial Statements for the fiscal year ended December 31st, 2025 ("2025 FS"), accompanied by the Management Report and the Independent Auditors' Opinion, which will be submitted for deliberation by the Company's Ordinary General Meeting, to be convened on April 24th, 2026 ("AGM 2026"), with the Executive Board hereby authorized to take all necessary measures to disclose the FS 2025, in accordance with current regulations.

      2. With the favorable opinion of the CAE, the Board approved the submission of the following proposal for the allocation of net income for the 2025 fiscal year and the capital budget for the 2026 fiscal year to the 2026 AGM for deliberation, as follows:

        Of the total net income for the fiscal year, in the amount of R$ 891.741.000,00 (eight hundred and ninety-one million, seven hundred and forty-one thousand reais), the following amounts shall be allocated: (a) R$ 44.587.000,00 (forty-four million, five hundred and eighty-seven thousand reais) allocated to the constitution of a legal reserve of 5% (five percent); (b) 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) already distributed as interest on equity ("IoE") to shareholders, of which R$ 82.026.143,36 (eighty-two million, twenty-six thousand, one hundred and forty-three reais and thirty-six cents) was paid on April 4th, 2025, R$ 88.143.582,30 (eighty-eight million, one hundred and forty-three thousand, five hundred and eighty-two reais and thirty cents) paid on July 7th, 2025, R$ 88.144.274,40 (eighty-eight million, one hundred and forty-four thousand, two hundred and seventy-four reais and forty cents) paid on October 6th, 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) paid on December 30th, 2025, as decided at the Board of Directors' meetings held on March 18th, 2025, June 16th, 2025, September 17th, 2025, and December 10th, 2025, respectively, and (c) R$ 488.941.000,00 (four hundred and eighty-eight million, nine hundred and forty-one thousand reais) allocated to the retained earnings reserve, pursuant to Article 196 of Law No. 6,404/76.

      3. with the favorable opinion of the CAE, the Board approved the execution of the 17th Amendment to the "Distribution Agreement" entered into between the Company and GoodData Corporation, in accordance with the criteria set forth in the Company's Related Party Transactions Policy.

      4. with the favorable opinion of the CAE, the Board approved the Annual Internal Audit Plan for the 2026 fiscal year.

      5. with the favorable opinion of the CAE, the Board approved the Annual Activity Report of the Statutory Audit Committee for the 2025 fiscal year.

      6. with the favorable opinion of the CAE, the Board approved the proposal for accounting recognition of deferred tax assets and acknowledged the conclusion of the impairment testing of the Company's assets.

      7. with the favorable opinion of the CAE, the Board approved the hiring of additional services from the independent auditor KPMG to provide audit services for the balance sheets of other companies in the group.

    4. Report of the CGR

      Following the report on the work of the People and Compensation Committee, with a favorable opinion, the Board unanimously approved the detailed proposal of goals for the Statutory Board for the 2026 fiscal year.

    5. Report of the CGI

      The report on the work of the Governance and Nomination Committee was made

    6. Report of the CEO

      The CEO reported on the main ongoing issues, including the Board's monitoring indicators and the results for the period from December 2025 to January 2026.

    7. Introducing the new Vice President of Business for Operational Efficiency

      The Board welcomed the Vice President of Business for Operational Efficiency to discuss strategic guidelines related to his scope of work.

    8. Executive Session

      The members met in an executive session without the presence of guests.

  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 10th, 2026.

Chair and Secretary:

Laércio José de Lucena Cosentino

President

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

(Belongs to the Minutes of the Board of Directors Meeting of TOTVS S.A. held on, February 10th, 2026).

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