Totvs S.a.BMFBOVESPA: TOTS3

Board of Directors' Meeting - 04/24/2026 - Minutes (Election of the Chairman and Vice-Chairman of the Board of Directors; Election of the members of the Advisory Committees of the Board of Directors and nomination of their respective Coordinators)

· 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 APRIL 24th, 2026
  1. DATE, TIME, and PLACE: virtual meeting held on April 24th, 2026, at 2:00 p.m., pursuant to article 18 of the Bylaws and article 17 of the Charter of the Board of Directors of TOTVS S.A. ("TOTVS", or the "Company").

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

  4. AGENDA: (I) To elect the Chairman and Vice-Chairman of the Board of Directors; and

    (II) To elect the members of the Advisory Committees of the Board of Directors and nominate their respective Coordinators.

  5. RESOLUTIONS:
    1. To elect the Chairman and Vice-Chairman of the Board of Directors: pursuant to article 17 of the Company's Bylaws and article 10 of the Charter of the Board of Directors, Mr. LAÉRCIO JOSÉ DE LUCENA COSENTINO, Brazilian citizen, married, electrical engineer, with the Individual Taxpayers Register of the Ministry of Finance ("CPF/MF") under No. 032.737.678-39 and bearer of Brazilian identification document ("RG") No. 8.347.779, expedited by SSP/SP and Mr. GILBERTO MIFANO, naturalized Brazilian, married, business administrator, with the Individual Taxpayers Register of the Ministry of Finance ("CPF/MF") under No. 566.164.738-72 and bearer of Brazilian identification document ("RG") No. 3.722.086, expedited by SSP/SP, were unanimously appointed, with the nominees abstaining, as Chairman and Vice Chairman, respectively, of the Company's Board of Directors, for a term ending at the 2028 Annual General Meeting.
    2. Election of the members of the Advisory Committees of the Board of Directors and nominate their respective Coordinators: Pursuant to Article 20, paragraph 4, of the Bylaws; Articles 22, paragraph 2, and 25 of the Internal Rules of the Board of Directors; and Articles 6 and 12 of the Internal Rules of the Statutory Audit Committee, the Board unanimously

      appointed the following members to serve on the Advisory Committees and, upon the recommendation of the Governance and Nomination Committee ("CGI"), appointed their respective Coordinators, whose terms will end at the 2028 Annual General Meeting:

      1. STATUTORY AUDIT COMMITTEE: (i) Mr. GILBERTO MIFANO, the

        above-mentioned individual was appointed to the position of Coordinator of the Statutory Audit Committee, with his abstention from the relevant resolution being noted; (ii) Ms. TANIA SZTAMFATER CHOCOLAT, Brazilian citizen, married, production engineer, with the Individual Taxpayers Register of the Ministry of Finance ("CPF/MF") under No. 278.583.348-16 and bearer of Brazilian identification document ("RG") No. 29.583.956, expedited by SSP/SP, as a member of the Committee; (iii) Mr. EDSON GEORGES NASSAR, Brazilian citizen, married, business administrator, with the Individual Taxpayers Register of the Ministry of Finance ("CPF/MF") under No. 114.581.988-55 and bearer of Brazilian identification document ("RG") No. 9.041.013-0, expedited by SSP/SP, as a member of the Committee; and (iv) Mr. RICARDO GROSVENOR BREAKWELL, Brazilian citizen, married, accountant, with the Individual Taxpayers Register of the Ministry of Finance ("CPF/MF") under No. 273.621.938-40 and bearer of Brazilian identification document ("RG") No. 25.465.511-7, expedited by SSP/SP, as an independent outside member and Financial Expert, in accordance with Article 6 of the Internal Rules of Procedure of the Statutory Audit Committee;

      2. STRATEGY COMMITTEE: (i) Mr. GUILHERME STOCCO FILHO, Brazilian

        citizen, single, business administrator, with the Individual Taxpayers Register of the Ministry of Finance ("CPF/MF") under No. 176.649.438-25 and bearer of Brazilian identification document ("RG") No. 18.288.054, expedited by SSP/SP, appointed to the position of Strategy Committee Coordinator, with his abstention noted in the relevant resolution; (ii) Ms. ISABELLA DE OLIVEIRA VIANNA CAVALCANTI WANDERLEY, Brazilian citizen, married, economist, with the Individual Taxpayers Register of the Ministry of Finance ("CPF/MF") under No. 949.606.587-20 and bearer of Brazilian identification document ("RG") No. 34.619.403-9, expedited by SSP/SP, as a member of the Committee; and (iii) Mr. LAÉRCIO JOSÉ DE LUCENA COSENTINO, as listed above, as a member of the Committee;

      3. PEOPLE AND COMPENSATION COMMITTEE: (i) Ms. ANA CLAUDIA PIEDADE SILVEIRA DOS REIS, Brazilian citizen, divorced, consultant, with the Individual Taxpayers Register of the Ministry of Finance ("CPF/MF") under No. 855.720.046-34, and bearer of Brazilian identification document ("RG") No. MG-6.046.504, expedited by SSP/MG, appointed to the position of Coordinator of the People and Compensation Committee, with her abstention from the aforementioned resolution being noted; (ii) Mr. EDSON GEORGES NASSAR, as listed above, as a member of the Committee; and (iii) Mr. LAÉRCIO JOSÉ DE LUCENA COSENTINO, as listed above, as a member of the Committee;
      4. GOVERNANCE AND NOMINATING COMMITTEE: (i) Mr. EDSON GEORGES
      NASSAR, the above-mentioned individual, appointed to the position of Coordinator of the Governance and Nominating Committee, with his abstention from the aforementioned

      resolution noted; (ii) Mr. LAÉRCIO JOSÉ DE LUCENA COSENTINO and (iii) Mr. GILBERTO MIFANO, both of whom are qualified as members of the Committee.

      The Board Members and committee members will assume their positions as of today, upon signing their respective terms of office, which will be filed at the Company's headquarters.

  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, April 24th, 2026.

Chair 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

Tania Sztamfater Chocolat

Isabella de Oliveira Vianna Cavalcanti Wanderley

(Belongs to the Minutes of the Board of Directors Meeting of TOTVS S.A. held on, April 24th, 2026).

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