Totvs S.a.BMFBOVESPA: TOTS3

Board of Directors' Meeting - 08/04/2026 - 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 MEETING OF THE BOARD OF DIRECTORS HELD ON AUGUST 4, 2026
  1. DATE, TIME, AND PLACE: meeting held on August 4, 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, capital city of Sao Paulo, State of Sao Paulo, Brazil, pursuant to article 18 of the Company's Bylaws and article 16 of the Charter of this Board of Directors.

  2. CALL AND ATTENDANCE: the corresponding call notice was duly issued pursuant to article 18, paragraph 1 of TOTVS Bylaws. All members of the Board of Directors (the "Board") were in attendance, 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.

    Also in attendance as a guest, throughout the meeting, was Dennis Herszkowicz, Chief Executive Officer (except for item VII of the agenda). The following individuals were also in attendance as guests during part of the meeting: Fabricio Hermann Francischetti, Executive Manager of Shared Services; Gilsomar Maia Sebastião, Executive Vice President for Administration and Finance (CFO) and Investor Relations Officer; Gustavo Bastos, Vice President for Platforms; Mauro Wulkan, Chief Executive Officer of TOTVS Techfin; Reinaldo Agostinho Júnior, Officer for Products, Marketing, and Operations of TOTVS Techfin; Ricardo Grosvenor Breakwell, independent external member of the Statutory Audit Committee; Ricardo Guerino de Souza, Officer for Planning and Controllership; and Sergio Pauperio Serio Filho, Investor Relations Officer. Also in attendance was Flávia Marcele Moreira Bacha Meana, Corporate Governance Coordinator, as an observer of the meeting (except for item VII of the agenda).

  3. PRESIDING OFFICERS: Chairman: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.
  4. AGENDA: (I) Opening of the meeting, including follow-up on the action items from prior meetings; (II) Ratification of resolutions; (III) Resolutions; (IV) Report from the Chief Executive Officer; (V) Report on the work of the Statutory Audit

    Committee ("CAE"); (VI) Report on the work of the Strategy Committee ("CE"); and

    (VII) Executive Session.
  5. PRESENTATIONS, DISCUSSIONS, AND RESOLUTIONS:
    1. Opening of the Meeting

      The Chairman of the Board declared the meeting duly convened and gave the floor to the meeting Secretary, who presented the agenda described in item "4" of these Minutes, together with an update on the action items requested at prior meetings. On that occasion, the Secretary announced the matters submitted for resolution and reported that all supporting materials had been made available on the Corporate Governance Portal.

    2. Ratification of resolutions:

      Upon the favorable opinion of the CAE and of the Governance and Nomination Committee ("CGI"), the Board ratified the contents and the corresponding publication of the Company's Report on the Brazilian Corporate Governance Code for fiscal year 2026, together with the measures adopted by the Board of Executive Officers regarding its disclosure.

    3. Resolutions:

Following the discussions on the matters, the Board of Directors, by unanimous vote, resolved as follows:

  1. upon the favorable opinion of the CAE, the Board approved the Financial Statements for the 2nd quarter of 2026, subject to the quarterly review by KPMG, with a copy filed at the Company's registered office. The Financial Statements and the Earnings Release shall be disclosed within the statutory term;

  2. upon the favorable opinion of the CAE, the Board approved the update to the Company's Prioritized Risk Matrix for fiscal year 2026;

  3. upon the favorable opinion of the CAE, the Board approved the results of the assessment of the Chief Audit Executive's target attainment for the first half of 2026, as well as the proposed revision of the Chief Audit Executive's targets for the second half of 2026;

  4. upon the favorable opinion of the CAE, the Board approved the Related-Party Transaction concerning the execution, by the Company, of the Cost and Expense Sharing Contract with RJ Consultores & Informática Ltda.;

  5. upon the favorable opinion of the CAE, the Board approved the revised Material Information Disclosure and Securities Trading Policy of the Company, which shall become effective as of this date, as filed at the Company's registered office and disclosed on the Company's Investor Relations webpage;

  6. upon the favorable opinion of the People and Compensation Committee ("CGR") and of the CAE, the Board approved the revised Diversity, Equity, Inclusion, and Belonging Policy, which shall become effective as of this date, as filed at the Company's registered office and disclosed on the Company's Investor Relations webpage.

5. IV. Report from the Chief Executive Officer

The Chief Executive Officer delivered his report on the key matters in progress, including the Board's monitoring indicators and the results for June 2026.

  1. Report of the CAE

    A report was delivered on the work performed by the Statutory Audit Committee, with emphasis on the presentation of the Independent Auditors' Annual Plan for fiscal year 2026.

  2. Report of the Strategy Committee (CE)

    A report was delivered on the work performed by the Strategy Committee, including discussions on the Company's strategic projects.

  3. Executive Session

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

6. APPROVAL AND SIGNATURE OF THESE MINUTES: there being no

further business to transact, the Chairman declared the meeting adjourned. These Minutes were read and approved, without reservations, by all those in attendance, and drawn up in the proper book.

São Paulo, August 4, 2026.

Presiding Officers:

Laércio José de Lucena Cosentino

Chairperson

Téssie Massarão Andrade Simonato

Secretary

Directors in attendance:

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

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