DATE, TIME, and PLACE: meeting held on December 10th, 2025, at 10 a.m., remotely, pursuant to article 17 of the Charter of the Company's Board of Directors and article 18 of the Bylaws 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 02511-000.
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.
- CHAIR AND SECRETARY: Chairman of the Board: Laércio José de Lucena Cosentino; Secretary: Téssie Massarão Andrade Simonato.
AGENDA: Review of the proposal for the declaration and payment of Interest on Equity ("IoE") for the 4thquarter of 2025.
PRESENTATION, DISCUSSIONS AND RESOLUTIONS: with the favorable opinion of the Statutory Audit Committee, the Board unanimously approved the payment of IoE, corresponding to R$0.17 (seventeen cents) per share of the Company ("Shares"), for a total gross amount of approximately R$99.9 million, which will be attributed to mandatory dividends for the current fiscal year, pursuant to Article 38 of the Company's Bylaws. All shareholders holding Shares on the base date of December 15th, 2025, will be entitled to IoE. Furthermore, trading of Shares from December 16th, 2025, will be carried out ex-rights. The IoE will be paid to beneficiary shareholders on December 30th, 2025, without monetary correction or remuneration.
- 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 10th, 2025.
Chair and Secretary:Laércio José de Lucena Cosentino Chair | Téssie Massarão Andrade Simonato Secretary |
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 |
