DATE, TIME, and PLACE: meeting held on August 4th, 2026, at 1p.m., 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 17 of the Charter of the Board of Directors.
- CHAIR AND SECRETARY: Chairman of the Board: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.
CALL AND ATTENDANCE: call notice was duly carried out under 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.
AGENDA: (I) the cancellation of treasury shares, without a reduction in the Company's capital stock repurchased pursuant to the Company's Share Buyback Program, as approved on February 11, 2026 ("2026 I Share Buyback Program"); (II) the creation of a new Share Buyback Program for the shares issued by the Company ("2026 II Share Buyback Program"); and (III) authorization for the Board of Executive Officers to perform any acts necessary and/or appropriate to carry out the aforementioned resolutions.
RESOLUTIONS: After discussions, the Board unanimously and without reservations approved:
The cancellation of 20,000,000 (twenty million) ordinary shares ("Shares"), repurchased pursuant to the 2026 I Share Buyback Program and held in treasury, without a reduction in the Company's capital stock. As a result of the treasury shares cancellation, the Company's capital stock will be divided into 579,401,581 (five hundred seventy-nine million, four hundred one thousand, five hundred eighty-one) common shares, all registered, book-entry, and without par value, with Article 5 of the Company's Bylaws to be adjusted at the next Extraordinary General Meeting to be convened in due course;
The creation, under Article 30, §1, "b" of Law No. 6.404/76 and CVM Resolution No. 77/2022, of the 2026 II Buyback Program, up to the limit of 30,000,000 (thirty million) Shares, which may be used to promote efficient capital allocation and maximize shareholder value, with the repurchased Shares will be canceled, in accordance with the law. The II 2026 Share Buyback Program will be
effective as of August 6th, 2026, ending on August 5th, 2027, as per the Notice on Trading of Own Shares, which also includes pertinent information as per Annex G of CVM Resolution No. 80/2022, attached to these minutes. According to CVM Resolution No. 77/2022, the Company has 515,889,217 (five hundred fifteen million, eight hundred eighty-nine thousand, two hundred seventeen) outstanding shares. The purchases will be debited from the capital reserve account recorded in the financial statements for the first quarter of 2026. The operations will be conducted through one or more of the following financial institutions: BTG Pactual Corretora de Valores S.A. (BTG Pactual CTVM S.A.), inscribed in the corporate taxpayers register (CNPJ) under number 43.815.158/0001-22, with registered office at Ave. Brigadeiro Faria Lima, 3.477, 14º floor (part), Zip Code 04538-133, in the city and state of São Paulo; ITAÚ Corretora de Valores S.A., inscribed in the corporate taxpayers register (CNPJ) under number 61.194.353/0001-64, with registered office at Ave. Brigadeiro Faria Lima, 3500, 3rd floor, Zip Code 04538-132, in the city and state of São Paulo; and Santander Corretora de Câmbio e Valores Mobiliários S.A., enrolled with the corporate taxpayers register (CNPJ/MF) under No. 51.014.223/0001-49, with registered office at Avenida Presidente Juscelino Kubitschek, No. 2041, Suite 241, Block A, WTORRE JK Condominium, São Paulo, State of São Paulo, ZIP Code 04543-011, Brazil; and
It is hereby resolved that the Company's Board of Executive Officers is authorized to take all measures necessary to implement the resolutions adopted herein (including those required to comply with the Company's Disclosure of Material Information and Securities Trading Policy, especially item 5.2 thereof, with respect to trading in shares by related persons during the period in which the 2026 II Share Buyback Program approved herein remains in effect), as well as to determine the timing and the number of shares issued by the Company to be acquired, always within the authorized limits.
- 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, August 4th, 2026.
[Signatures on the next page]
[Signatures page of the Minutes of the Board of Directors' Meeting of TOTVS S.A. held on August 4th, 2026]
Chair 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 | Tania Sztamfater Chocolat |
Isabella de Oliveira Vianna Cavalcanti Wanderley
TOTVS S.A.Corporate Taxpayers' Id. (CNPJ/MF) No. 53.113.791/0001-22 Company Registry (NIRE) No. 35.300.153.171
Publicly-Held Company
NOTICE ON TRADING OF SHARES ISSUED BY THE COMPANY
TOTVS S.A. (B3: TOTS3) ("TOTVS" or "Company"), in compliance with CVM Resolution 80/2022, hereby provides the following information established in Appendix G on the trading of shares issued by the Company.
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Justify in detail the objective of the operation and the expected economic effects
The objective of the operation is the acquisition of shares, by the Company, to maximize the generation of shareholder value and to promote efficient allocation of capital, with the repurchased Shares will be canceled, in accordance with the law.
-
Inform the number of shares (i) outstanding and (ii) already held in treasury
Currently, the Company has 515,889,217 (five hundred fifteen million, eight hundred eighty-nine thousand, two hundred seventeen) outstanding shares and 29,196,078 (twenty-nine million, one hundred ninety-six thousand, seventy-eight) already held in treasury.
-
Inform the number of shares that can be acquired or sold
The Company may acquire up to 30,000,000 (thirty million) of its common shares.
-
Describe the main characteristics of the derivative instruments that the company may use, if applicable
Not applicable, since the Company will not use derivative instruments in this operation.
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Describe, if any, any voting agreements or guidance between the company and the other parties to the operations
Not applicable, since the Company will conduct the operations on the stock exchange and does not know the other parties in the operations.
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If the operations are conducted outside the organized securities markets, inform: a. the maximum (minimum) price of acquisition (sale) of shares; and b. if applicable, the reasons that justify the execution of the operation at prices more than ten percent (10%) higher, in case of acquisition, or more than ten percent (10%) lower, in case of sale, considering the weighted average price in the ten (10) previous trading sessions
Not applicable, since the operations will be conducted within an organized market (B3 S.A.Brasil, Bolsa, Balcão).
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Inform, if any, the impacts that the operation will have on shareholding control or management structure of the entity
Not applicable, since the Company has no defined control nor expect any impacts of the operation on the shareholding or management structure of the entity.
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Identify the other parties, if known, and, if they are parties related to the company as defined in the accounting rules addressing this matter, also provide the information required by article 9 of CVM Resolution 81 of March 29, 2022
Not applicable, since the Company will conduct the operations on the stock exchange and does not know the other parties in the operations.
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Indicate the allocation of funds raised, if applicable
Not applicable, given that, for the time being, the trading is restricted to the acquisition of shares. The repurchased shares will be cancelled, which will be formalized and communicated to the market in due course.
-
Indicate the maximum period to settle the authorized operations
The acquisitions under the program approved will be conducted within 12 (twelve) months, from August 6th, 2026 until August 5th, 2027.
-
Identify the institutions that will act as intermediaries, if any
The following financial institutions will act as intermediaries in the operations involving the acquisition of shares:
BTG Pactual Corretora de Valores S.A. (BTG Pactual CTVM S.A.), enrolled with the corporate taxpayers register (CNPJ) under number 43.815.158/0001-22, with registered office at Ave. Brigadeiro Faria Lima, 3477, 14º floor (part), Zip Code 04538-133, in the city and state of São Paulo.
ITAÚ Corretora de Valores S.A., enrolled with the corporate taxpayers register (CNPJ) under number 61.194.353/0001-64, with registered office at Ave. Brigadeiro Faria Lima, 3500, 3rd floor, Zip Code 04538-132, in the city and state of São Paulo.
Santander Corretora de Câmbio e Valores Mobiliários S.A., enrolled with the corporate taxpayers register (CNPJ/MF) under No. 51.014.223/0001-49, with registered office at Avenida Presidente Juscelino Kubitschek, No. 2041, Suite 241, Block A, WTORRE JK Condominium, São Paulo, State of São Paulo, ZIP Code 04543-011, Brazil.
-
Specify the resources available to be used, pursuant to article 8, paragraph 1 of CVM Resolution 77 of March 29, 2022
The acquisitions will be made by debiting the capital reserve account recorded in the first quarter of 2026 financial statements, which had a balance of R$2,342 million, as
disclosed on May, 6th 2026 on the websites of CVM and B3 S.A.- Brasil, Bolsa, Balcão, through the Periodical Information System (IPE).
- Specify the reasons why the board of directors feels comfortable that the share repurchase will not jeopardize the fulfillment of obligations to creditors or the payment of fixed or minimum mandatory dividends
The Board of Directors believes that the Company's general financial situation and liquidity cover the disbursement of amounts required for the share buyback and for meeting the objectives proposed herein.
According to the first quarter of 2026 financial statements, the Company has funds available for the buyback, with a cash balance of R$845 million and current liabilities amounting to R$1,692 million, apart from the recent history of annual cash generation that is significantly higher than the amount that can be used to repurchase all the shares covered by the program.
As such, the Board of Directors believes that the share repurchase (i) will not jeopardize the performance of obligations to creditors or the payment of mandatory dividends; and (ii) promote efficient allocation of capital and maximize the generation of shareholder value.
***
ARCA (Minutes of the Board of Directors' Meeting) 08/2026
