MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 19, 2013

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1 TOTVS S.A. National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) No / State Registration Number (NIRE) MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 19, DATE, TIME AND PLACE OF THE MEETING: Held on March 19, 2013, at 9:00 a.m., outside the headquarters of the Company, at Rua Ministro Jesuíno Cardoso, No suites 903 and 904, in the City and State of São Paulo ATTENDANCE: Full attendance of the members of the Board of Directors: Pedro Luiz Barreiros Passos; Laércio José de Lucena Cosentino; Maria Helena dos Santos Fernandes de Santana; Pedro Moreira Salles; Germán Pasquale Quiroga Vilardo; Sérgio Foldes Guimarães; and Luis Carlos Fernandes Afonso BOARD: Chairman: Mr. Pedro Luiz Barreiros Passos; and Secretary: Mr. Luciano A. de Oliveira Santos AGENDA: (a) to approve the Company s share capital increase, within the limit of the authorized capital, due to the exercise of the call option of shares by beneficiaries; and (b) to approve the reelection of Officers of the Company RESOLUTIONS: After the discussion, the directors present at the meeting unanimously, and without reservations or provisions, approved the following resolutions: (a) To approve the Company s share capital increase, within the limit of the authorized capital, due to the exercise of the call option of shares by beneficiaries, with the consequent issuance of three hundred and forty-three thousand, nine hundred and forty-two (343,942) ordinary shares of the Company, of which three hundred and thirty-six thousand, three hundred and thirty-five (336,335) are at the price of twenty-three Reais and thirty-six cents 1

2 (R$ 23.36) per share, and seven thousand and six hundred and seven (7,607) are at the price of seven Reais and twenty-one cents (R$ 7.21). Due to the resolution herein taken, and after inspection of the subscription lists signed by the beneficiaries, the increase of the share capital of the Company has been approved and confirmed, within the limit of the authorized capital, in the amount of seven million, nine hundred and eleven thousand, six hundred and thirty-two Reais and seven cents (R$ 7,911,632.07), the share capital of the Company thus being of four hundred and eighty-eight million, five hundred and nine thousand, two hundred and six Reais and fifteen cents (R$ 488,509,206.15), divided into one hundred and sixty-one million, nine hundred and seventy-three thousand and eight hundred and eightyseven (161,973,887) common, registered, book-entry and without par value shares. The shares are issued excluding the preemptive right under the terms of paragraph 3, Article 171 of Law No. 6404/76, and in accordance with paragraph 3, Article 6 of the By-laws of the Company. The shares issued herein shall have equal participation to all beneficiaries, including in relation to dividends and eventual compensation on equity, which may be distributed by the Company as from the date hereof. (b) To approve the reelection of Officers of the Company for the executive boards listed below: (i) Chief Executive Officer (CEO): Laércio José de Lucena Cosentino, Brazilian, married, electrical engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the Individual Taxpayers' Register of the Ministry of Finance (CPF/MF) under No and bearer of Identity Card (RG) No SSP/SP; (ii) Human Relations and Organizational Infrastructure Vice-President: Alexandre Mafra Guimarães, Brazilian, married, electrical engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No. MG SSP/MG; 2

3 (iii) Executive and Financial Vice-President: Alexandre Fonseca Dinkelmann, Brazilian, married, electrical engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No IFP/RJ; (iv) Business Vice-President: Marilia Artimonte Rocca, brazilian, legally separated, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (v) Technology Vice-President: Weber George Canova, Brazilian, married, engineer, resident and domiciled in the City of Santana do Parnaíba, State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (vi) Service and Relationship Vice-President: Rodrigo de Queiroz Caserta, Brazilian, married, production engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No IFP/RJ; (vii) Systems and Segments Vice-President: Gilsinei Valcir Hansen, Brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF 3

4 under No and bearer of Identity Card RG No SSP/SC; (viii) Clients and Remote Services Vice-President: Wilson de Godoy Soares Júnior, Brazilian, married, electrical engineer, resident and domiciled in the City of Santo André, State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (ix) Investor Relations Officer: Alexandre Fonseca Dinkelmann, Brazilian, married, electrical engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No IFP/RJ; (x) Marketing and Alliances Officer: Robério Gualberto Teixeira Lima, Brazilian, single, economist, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/PI; (xi) Corporate Finance Officer: Gilsomar Maia Sebastião, Brazilian, married, accountant, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (xii) Chief Legal Officer: Luciano Antonio de Oliveira Santos, Brazilian, married, lawyer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd 4

5 floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No. M SSP/MG; (xiii) Planning and Controlling Officer: Marcelo Eduardo Sant Anna Cosentino, brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (xiv) Segment Officer: Edimilson José Correa, brazilian, married, systems analyst, resident and domiciled in the City of Joinville, State of Santa Catarina, with commercial address in the same city, at Avenida Santos Dumont, Number 831, 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SC; (xv) Segment Officer: Nelson Berny Pires, brazilian, married, bachelor in computer science, resident and domiciled in the City of Porto Alegre, State of Rio Grande do Sul, with commercial address in the City of Porto Alegre, at Rua Washington Luiz, No. 820, 9 th floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/RS; (xvi) Commercial Intelligence, Channels and Education Officer: Flávio Balestrin de Paiva, Brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (xvii) Service and Relationship Officer: Araquen Pagotto, Brazilian, married, systems analyst, resident and domiciled in the City and State of São Paulo, with 5

6 commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (xviii) Service and Relationship Officer: Gustavo Dutra Bastos, Brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No. M SSP/MG; (xix) Service and Relationship Officer: Cléber Augusto Piçarro, Brazilian, married, systems analyst, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No. MG SSP/MG; (xx) Service and Relationship Officer: Lélio de Souza Júnior, brazilian, married, mechanical engineer, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, with commercial address in the same city, at Praia do Flamengo, No. 200, 16 th floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card No CREA/MG; (xxi) Service and Relationship Officer: Marcelo Jacob, Brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (xxii) Business Officer: Marcelo Eduardo Sant Anna Cosentino, brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz 6

7 Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No SSP/SP; (xxiii) Business Officer: Andre Bretas Nunes de Lima, Brazilian, married, systems analyst, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No. M SSP/MG; (xxiv) Business Officer: Denis Del Bianco, brazilian, married, bachelor in computer science, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, with commercial address in the same city, at Praia do Flamengo, No. 200, 16 th floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No IFP/RJB; (xxv) New Businesses Officer: Fernando Antonio de Almeida Taliberti, Brazilian, married, production engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No , 2 nd floor, Postal Code , enrolled with the CPF/MF under No and bearer of Identity Card RG No /RJ. The Officers now elected shall be vested in their positions pursuant to article 149 of the Corporations Law, and shall remain in their respective positions until the Company s Shareholders Ordinary Meeting to be held in 2015, or until they are dismissed or replaced by the Board of Directors. The officers now reelected declare that they have not incurred any legal provision that hinders them from carrying out their respective duties. These minutes are a true copy of the minutes drawn-up in the proper book. 7

8 6. - CLOSING, DRAW-UP AND APPROVAL OF THE MINUTES: There being no further to be discussed, the meeting was ended, in relation to which these minutes were drawn-up, read, found in order, and signed by all those present. São Paulo, March 19, 2013 Board: Pedro Luiz Barreiros Passos Chairman of the Board Luciano A. de Oliveira Santos. Secretary of the Board 8

9 [signature page of the Minutes of the Meeting of the Board of Directors of TOTVS S.A., held on March 19, 2013] Officers: Laércio José de Lucena Cosentino Alexandre Mafra Guimarães Alexandre Fonseca Dinkelmann Marilia Artimonte Rocca Weber George Canova Rodrigo de Queiroz Caserta Gilsinei Valcir Hansen Wilson de Godoy Soares Júnior Robério Gualberto Teixeira Lima Gilsomar Maia Sebastião Luciano Antonio de Oliveira Santos Marcelo Eduardo Sant Anna Cosentino 9

10 [signature page of the Minutes of the Meeting of the Board of Directors of TOTVS S.A., held on March 19, 2013] Edimilson José Correa Nelson Berny Pires Flávio Balestrin de Paiva Araquen Pagotto Gustavo Dutra Bastos Cléber Augusto Piçarro Lélio de Souza Júnior Marcelo Jacob Andre Bretas Nunes de Lima Denis Del Bianco Fernando Antonio de Almeida Taliberti 10