PROTOCOL AND JUSTIFICATION OF MERGER OF TOTVS BRASIL SALES LTDA. BY TOTVS S.A.

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1 PROTOCOL AND JUSTIFICATION OF MERGER OF TOTVS BRASIL SALES LTDA. BY TOTVS S.A. By this private instrument, (A) TOTVS S.A., a publicly-held corporation, with head office in the City of São Paulo, State of São Paulo, at Avenida Braz Leme, No nd floor, Jardim São Bento, enrolled in the Corporate Taxpayer s Roll of the Ministry of Finance (CNPJ/MF) under No / , with its By-Laws duly filed at the Board of Trade of the State of São Paulo ( JUCESP ) under NIRE , hereinafter referred to simply as TOTVS ; and (B) TOTVS Brasil Sales Ltda., a limited liability company, with head office in the City of São Paulo, State of São Paulo, at Avenida Braz Leme, No. 1717, Jardim São Bento, City of São Paulo, State of São Paulo, enrolled in the CNPJ/MF under No / , with its Articles of Association duly filed at JUCESP under NIRE , hereinafter referred to simply as TOTVS Sales, Through their respective undersigned administrators, have decided to enter into this Protocol and Justification of TOTVS Brasil Sales Ltda. by TOTVS S.A. (hereinafter referred to simply as Protocol and Justification ), for all legal purposes and effects, as determined by article 223, et seq. of Law No , of December 15, 1976, as amended and in force (the Corporation Law ). 1. Justification for the Merger 1.1. TOTVS is a publicly-held corporation, with stocks negotiated at BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange, and whose capital stock, totally subscribed and paid-in, is R$526,592, (five hundred and twenty-six million, five hundred and ninetytwo thousand, one hundred and two Brazilian reais and twenty-two centavos), divided into 163,467,071 (one hundred sixty-three million, four hundred sixty-seven thousand, seventy-one) nominative, book-entry, common shares without par value TOTVS Sales is a limited liability company, whose capital, totally subscribed and paid-in, is R$ 40,000, (forty million Brazilian reais), divided into 40,000,000 (forty million) quotas, with par value of R$ 1.00 (one real) each one, totally held by TOTVS Taking into account that TOTVS is the only quotaholder of TOTVS Sales, the merger of TOTVS Sales by TOTVS (the Merger ) is extremely convenient for the interests of both companies since the unification of their activities and management will result in benefits for their administrative, economic and financial businesses and operations, including: (i) rationalization and simplification of their corporate structure and, consequently, consolidation and reduction of expenditures and operating expenses combined; and (ii) better management of operations, assets and cash flows of the companies, as a result of the merger of the business resources and assets involved in the operation of both companies TOTVS shall continue to create and develop software systems. This Page is an integral part of the Instrument of Justification and Protocol and Justification of TOTVS Brasil Sales Ltda. by

2 2. Transfer of Equity and Effectiveness of the Merger 2.1. Equity Transfer and Evaluation: As a result of the Merger, the entire equity of TOTVS Sales will be transferred to TOTVS, with the consequent dissolution of TOTVS Sales. The net equity of TOTVS Sales, for purposes of its merger, was evaluated based on its book value, on August 31, The appraisal report of the net assets to be transferred to TOTVS was prepared by the specialized company Apsis Consultoria e Avaliações Ltda., with head office in the City and State of Rio de Janeiro, at Rua da Assembleia, No. 35, 12 th floor, enrolled in the CNPJ under No / , ad referendum by the quotaholders and shareholders of the parties to this Protocol and Justification (hereinafter referred to simply as Appraiser ), and attached herein as Exhibit Evaluation: The Appraiser attributed to the total net assets of TOTVS Sales the total value of R$ 38,978, (thirty-eight million, nine hundred and seventy-eight thousand, one hundred and sixty-three Brazilian reais and twenty-two centavos) Equity Variations: The changes in equity occurring between August 31, 2014 and the date of the effective Merger will be absorbed by TOTVS Treatment of Goodwill: In addition, the goodwill recorded by TOTVS Sales related to the acquisition of Seventeen Tecnologia da Informação em Informática Ltda., based on expectations of future profitability, valued as R$ 18,082, (eighteen million, eighty-two thousand, three hundred and ninety-eight Brazilian reais and fifty-four centavos) shall be, after the Merger, used for tax purposes, by TOTVS, in accordance with the legislation in force and without issuing new shares Increase of Capital and Assets of TOTVS: In case the Merger of TOTVS Sales is approved by the Extraordinary General Shareholders Meeting of TOTVS, as well as by the Quotaholders Meeting of TOTVS Sales, it will not imply the issuance of new shares or increase the capital stock of TOTVS, since TOTVS holds the entire capital stock of TOTVS Sales on the date hereof. 3. Other Conditions Applicable to the Merger 3.1. Dissolution of TOTVS Sales: As the Merger involves controlling and controlled companies, Art º of Corporation Law shall apply, and the quotas that represents TOTVS Sales corporate capital owned by TOTVS shall be canceled. As a consequence of the Merger, TOTVS Sales will be dissolved upon the approval of the Merger Succession Rights and Obligations: TOTVS will assume all liabilities, active and passive, regarding the equity of TOTVS Sales that will be transferred pursuant to the terms of this instrument, being the successor of all assets, rights and obligations of TOTVS Sales Reimbursement of Dissenting Members: Additionally, the evaluation referred to in Art. 264 of the Corporation Law is dismissed, since it would represent a cost to be borne by TOTVS with no practical application, to the extent that (i) there are no other partners, minority or not, in TOTVS Sales besides TOTVS; (ii) there shall be no increase or reduction of corporate capital of TOTVS; (iii) there shall be no establishment of any share exchange ratio of shares that could This Page is an integral part of the Instrument of Justification and Protocol and Justification of TOTVS Brasil Sales Ltda. by

3 be the object of comparison; and (iv) therefore, there shall be no reason for determining a value of withdrawing Corporate Acts to Deliberate about the Merger: The Merger, as well as the Appraisal Report and other terms and conditions of this Protocol and Justification, are subject to the approval of the quotaholders of TOTVS Sales and by the shareholders of TOTVS, at the Quotaholders Meeting of TOTVS Sales and at the Extraordinary General Shareholders Meeting of TOTVS, respectively, for consideration and deliberation about the incorporation and justification contemplated in this Protocol and Justification. The Parties undertake to perform, and to cause their administrators to perform, all of the other acts required for the perfect accomplishment of the provisions set forth in this Protocol and Justification, once it is approved by TOTVS, as the only member of TOTVS Sales and by the shareholders of TOTVS. 4. Indication of Specialized Company 4.1. TOTVS managers hired the Appraiser as a specialized company to carry out the evaluation of the net equity of TOTVS Sales to be transferred to TOTVS by virtue of the operation described in this Protocol and Justification, which declared, in relation to its activities that (i) there is no conflict or communion of interests, current or potential, with the controller of the companies, with TOTVS itself, as the sole controller of TOTVS SALES, or against the minority shareholders of TOTVS, or, related to the Merger; and (ii) TOTVS controller nor TOTVS managers have guided, limited, hindered or practiced any acts that have or may have compromised the access, use or knowledge of information, goods, documents or working methodologies relevant to the quality of its conclusions The indication shall be submitted for the ratification of TOTVS Shareholders General Meeting that examines this Protocol and Justification, pursuant to the 1º of the Art. 227 of the Corporation Law. 5. Final Provisions 5.1. The management of TOTVS shall practice all necessary acts for the implementation of the Merger. The costs and expenses that results from this Merger shall be TOTVS responsibility The following acts shall be done: (a) Extraordinary General Meeting of TOTVS to approve this Protocol and Justification, ratify the indication of the specialized company, approve the Appraisal Report and the effectiveness of the Merger; and (b) all those necessary acts of TOTVS Sales, for the approval of this Protocol and Justification The laws of Brazilian Federative Republic shall regulate this Protocol and Justification. The parties elect the court of the City of São Paulo, State of São Paulo, to solve any doubt arisen out of this Protocol and Justification, to the exception of any other, more privileged. In witness whereof, the parties executed this instrument in three (3) counterparts of equal content and for a single effect, along with the two witnesses below. São Paulo September 30, This Page is an integral part of the Instrument of Justification and Protocol and Justification of TOTVS Brasil Sales Ltda. by

4 TOTVS S.A. Name: Laércio José de Lucena Cosentino Position: Chairman Name: Alexandre Mafra Guimarães Position: Executive and Financial Vice- Chairman TOTVS Brasil Sales Ltda. Name: Alexandre Mafra Guimarães Position: Manager Name: Deborah Kirschbaum Position: Attorney in Fact WITNESSES: 1. Name: CPF: 2. Name: CPF: [Signature Page of the Instrument of Justification and Protocol and Justification of TOTVS Brasil Sales Ltda. by TOTVS S.A., executed on September 30, 2014] This Page is an integral part of the Instrument of Justification and Protocol and Justification of TOTVS Brasil Sales Ltda. by

5 EXHIBIT 2.1. TO THE INSTRUMENT OF JUSTIFICATION AND PROTOCOL AND JUSTIFICATION EXECUTED BETWEEN TOTVS S.A. AND TOTVS BRASIL SALES LTDA. ON SEPTEMBER 30, 2014 Appraisal Report This Page is an integral part of the Instrument of Justification and Protocol and Justification of TOTVS Brasil Sales Ltda. by

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