TOTVS SA: Annual and Extraordinary General Meeting – 04/19/2022 – Participation Manual


A public company

Company taxpayer identifier. (CNPJ/ME) No. 53.113.791/0001-22 Trade Register (NIRE) 35.300.153.171





This document is the property of TOTVS. All rights reserved. ©

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Sao Paulo, March 18, 2022

We are pleased to invite all shareholders, on behalf of the Board of Directors, to participate in the Annual and Extraordinary General Meetings of TOTVS SA (hereinafter referred to as “TOTV“) to be held, cumulatively, on April 19, 2022 at 10:00 a.m. (BRT) at the headquarters of TOTVS located at Avenida Braz Leme, No. 1.000, Casa Verde District, in the city of Sao Paulo, State of Sao Paulo, Brazil, under the terms of the notice of meeting to be published in Economic value diary (the “Meetings“).

In this introductory letter, I would like to begin by offering a reflection on the meaning of the year 2021 for the world. At first, the most obvious conclusion would be to say that it was exactly the same as in 2020, that nothing had changed, and that the Covid-19 health crisis continued to dominate world news, here again. It is undeniable that the challenges surrounding the global COVID pandemic have remained and widened as we have seen new variants emerge, but we have gone much further: amidst uncertainties and so much immeasurable loss, we have tested our capacity for resilience like never before and we observed the infinite capacity of human beings and organizations to reinvent themselves and adapt in the face of such an unfavorable period as the one we are currently experiencing.

The legacy is positive: we have fully adapted to this new reality. We are adaptable. With science and technology, we have created vaccines; we challenged the limits of logistics by distributing them all over the world; we changed the work dynamic to a hybrid and flexible model; we called on the world to take a fresh look at global challenges at COP26, among many other adaptations that had to be made. We didn’t stop at any time; on the contrary, we worked hard and responded quickly to it all.

For TOTVS, entrepreneurship and digitization are essential ingredients of this new reality. All TOTVER are mavericks and won’t get used to unless they are actually capable of delivering. It’s not just a striking motto; rather, it is something that permeates our culture and has been reflected in our daily attitudes and our achievements during this period: we have made the 3D ecosystem a reality (Management, Business Performance and Techfin); we have created disruptive alliances such as the partnership with B3 at Dimensa; we have structured an innovative investment model through Enterprise Venture Capital as a Service mechanism. In common with these achievements and many others, we have the “technology” factor, which is the most authentic thing we have.

With regard to ESG (Environment, Social and Governance), our performance was marked by significant progress, driven by the implementation of the guidelines of the ESG Policy. On Pillar E, we have developed the first GHG – greenhouse gas – emissions inventory of TOTVS operations as a milestone in our environmental program. With regard to the S pillar, we continued to strengthen our community relations by creating partnerships with government and society to promote training for a skilled workforce; we have contributed to the employability of many young people through the Social Opportunity Institute (IOS); we continued to promote our diversity and inclusion program; and we have structured the flexible work model to be implemented after the pandemic, in addition to the planning and feasibility of other health and safety measures, as part of TOTVS’s contribution to achieving SDGs 4, 5 and 8 , respectively. Regarding Pillar G, we renewed the ESG materiality matrix by engaging our stakeholders, and reinforced our commitment to the highest level of ethics and transparency in business relations, emphasizing the approval of the Charter of the Audit Committee and its transformation into a Statutory Audit Committee, in addition to the approval of the new confidentiality and compensation policies for members of management.

Finally, to top it off, we’re bidding farewell to 2021 by celebrating our 15th IPO anniversary at B3. We were born as the first unicorn and have become the largest technology company in Brazil. Our trajectory of nearly 40 years has always been marked by hard work, achievement and determination, and when we had to look back, it was to better understand the present and meet the challenges of the future. We made the right choices and the bestdecisions at every moment in the face of every challenge. We have rejuvenated, progressed in this journey, and all this has been achieved alongside our customers, customers, partners, TOTVERS and our shareholders who believed in our heritage and invested in us, in our strategy, in our vision of the future. .

In view of the above considerations, we would like to point out that the issues to be resolved at Meetings are described in the Notice of Meeting and in this document, which is made up of the Management’s proposals and the general guidelines for taking part in the Meetings of the Company, both announced to the market today, and include, among others, subjects such as the approval of the accounts and financial statements of the management, the allocation of the results for the financial year 2021, the compensation proposal of the members of management for the 2022 financial year, and the election of the members of the board of directors.

Accordingly, please read carefully the documents relating to the Meetings available at the registered office of TOTVS as well as on the Investor Relations website on the links indicated in the corresponding section 4 of this Guide, and on the websites of the Securities and Exchange Commission of Brazil ( and B3 SA – Brazil, Bolsa, Balcão (

Yours faithfully,


Chairman of the Board of Directors


For the Annual General Meeting:

1. Examine the accounts of the Company as presented by its Management, and examine, discuss and vote on the accounts of the Company for the financial year ended December 31, 2021.

We propose that the management accounts and audited financial statements for the 2021 financial year be approved without restriction, as disclosed on February 16, 2022 on the websites of the Brazilian Securities and Exchange Commission (“GVC“) and B3 SA – Brazil, Bolsa, Balcão (“B3“), and published on February 17, 2022 in the newspaper “Valor Econômico”.

In accordance with article 9, III, of the CVM instruction n° 481 of December 17, 2009 (“CVM Instruction 481/09“), the comments of the executive corporate officers on the financial situation of the Company are detailed in EXPOSURE I at the suggestion of management.

2. Decide on capital budgeting to comply with Article 196 of Brazilian Law 6.404/76 (Brazilian Companies Law)

As detailed in EXHIBITION II of the Management Proposal, we hereby propose the award, to meet the Company’s investment plan in 2022, mainly related to expansion projects, asset acquisition and strategic initiatives, amounting to R$219,824,913.87 (two hundred and ten nine million eight hundred and twenty-four thousand nine hundred and thirteen reals and eighty-seven cents), to be supported by retained earnings and own resources generated by the Company’s operating activities.

3. Decide on the allocation of the net income for this financial year and the distribution of dividends.

As detailed in EXHIBITION III based on management’s proposal, we propose the following allocation of net income for the 2021 financial year:

Net income for the 2021 financial year


Legal reserve

18,424,623.133 reais

Interest on equity – recognized as of July 30, 2021


Interest on equity – declared on December 15, 2020


Profit reserve


Of the total net profit for the financial year ended December 31, 2021 of an amount of R$368,492,462.57 (three hundred and sixty-eight million, four hundred and ninety-two thousand, four hundred and sixty-two reals and fifty- seven hundred), we hereby propose that these amounts be distributed as follows: (a) R$18,424,623.13 (eighteen million four hundred twenty-four thousand six hundred and twenty-three reals and thirteen cents) to a legal reserve of 5% (five percent); (b) R$130,242,925.57 (one hundred and thirty million, two hundred and forty-two thousand, nine hundred and twenty-five thousand reals and fifty-seven cents) to pay interest on net equity to shareholders, of which 51,192,745, R$92 (fifty-one million one hundred ninety-two thousand seven hundred forty-five reals and ninety-two cents) had already been declared on July 30, 2021 and paid on October 22, 2021, and 79,050,179.65 R$ (seventy-nine million, fifty thousand one hundred and seventy-nine reals and sixty-five cents) had already been recorded on December 22, 2021 and will be paid on May 20, 2022, as decided at the meetings of the Board of Directors on July 30, 2021 and December 22, 2021, respectively, and an amount of R$219,824,913.87 (two hundred and nineteen million eight hundred and twenty-four thousand nine hundred and thirteen reals and four- twenty-seven cents) will be allocated to the retained earnings reserve, based on the capital budgeting performed and in accordance with art. 196 of the Brazilian Companies Law, to be approved by the General Meeting in accordance with point (2) above.

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