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 DECEMBER 2nd, 2025
DATE, TIME, and PLACE: meeting held on December 2nd, 2025, at 08:30 a.m., at Rua Oscar Freire, No. 384, Jardim Paulistano District, City of São Paulo, State of São Paulo, ZIP Code 01426-000, pursuant to article 18 of the Bylaws of TOTVS S.A. ("TOTVS" or the "Company") and article 16 of the Charter of the Company's Board of Directors.
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 guests during part of the meeting: Alexandre Haddad Apendino, Service and Relationship Officer (except for items III and IV on the agenda); Daniel Coifman Bergman, Chief Executive Officer of Dimensa
S.A. (item II on the agenda); Dennis Herszkowicz, Chief Executive Officer (except for items III and IV on the agenda); Gilsomar Maia Sebastião, Chief Financial and Investor Relations Officer (except for items III and IV on the agenda); Gustavo Avelar, Vice President of RD Station (except for items III and IV on the agenda); Gustavo Dutra Bastos, Vice President of Platforms (except for items III and IV on the agenda); Marcelo Eduardo Sant'anna Cosentino, Business Vice President for Segments (except for items III and IV on the agenda); Mauro Wulkan, Chief Executive Officer of TOTVS Techfin S.A. (item II on the agenda); Ricardo Capella, Chief Financial Officer of Dimensa S.A. (item II on the agenda); Ricardo Guerino, Director of Planning and Controllership (item II on the agenda); Ricardo Levinzon, Director of Corporate Strategy (item II on the agenda); and Vivian Broge, Vice President of Human Relations and Marketing (except for items III and IV on the agenda). Glaucia Macedo de Sousa, Corporate Governance Coordinator, attended the meeting as listener.
CHAIR AND SECRETARY: Chairman of the Board: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.
AGENDA: (I) Opening of the meeting, including the measures requested in relation to topics from previous meetings; (II) Presentation and discussions on the Company's budgeting process, as well as that of its jointly controlled company TOTVS Techfin S.A. and its subsidiary Dimensa S.A. - for the 2026 fiscal year; (III) Discussions on significant initiatives for the Company; (IV) Reports from the Advisory Committees: Statutory Audit Committee ("CAE") and Strategy Committee ("CE"); and (V) Executive Session.
PRESENTATION, DISCUSSIONS AND RESOLUTIONS:
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Opening of the meeting
The Chairman of the Board declared the meeting established and gave the floor to the Secretary, who informed the agenda, as described in section "4" of these minutes. On this occasion, the Secretary informed that all the support materials were available on the Corporate Governance Portal.
Presentation and discussions on the Company's budget process, as well as that of its subsidiary Dimensa S.A. and its jointly controlled company TOTVS Techfin S.A., for the 2026 fiscal year
The Board of Directors was informed and deliberated on the Company's budgeting process, as well as that of its subsidiary Dimensa S.A. and its jointly controlled company TOTVS Techfin S.A., for the 2026 fiscal year.
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Discussions on significant initiatives for the Company
The Board of Directors examined matters of relevant interest for the Company's continuing planning.
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Report of the Advisory Committees: CAE and CE
CAE: report on the work of the Statutory Audit Committee.
CE: the members of the Board of Directors were informed about the work of the Strategy Committee.
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Executive Session
The members met in an executive session without the presence of guests.
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Opening of the meeting
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, December 2nd, 2025.
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 | Isabella de Oliveira Vianna Cavalcanti Wanderley |
Tania Sztamfater Chocolat |
