TOTVS S.A. Publicly-held Company CNPJ/MF nº / NIRE

Transcription

1 TOTVS S.A. Publicly-held Company CNPJ/MF nº / NIRE MINUTES OF THE EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 15, Date, Time and Place. On December 15, 2015, at 10 am, at the head office of TOTVS S.A. ( Company ), located in the city of São Paulo, State of São Paulo, at Avenida Braz Leme, 1,631, 2 nd floor, Zip Code (CEP) Call. Notice of first call published on the Official Gazette of the State of São Paulo (Caderno Empresarial), on November 24, 25 and 26, 2015, on pages 11, 16 and 16, respectively, and in the newspaper Valor Econômico on November 24, 25 and 26, 2015, on pages B8, E4 and E2, respectively. 3. Attendance. Shareholders representing 68.56% of the Company s corporate capital, as evidenced by the signatures in the Shareholders Attendance Book. Also attending the representatives of APSIS Consultoria Empresarial Ltda., Mr. Gincarlo Naldi Falkenstein. 4. Board. President: Deborah Kirschbaum; Secretary: Nadia Linardi Luchiari. 5. Agenda. (a) To examine, discuss and approve the terms and conditions of the protocol and justification, entered on November 17, 2015 ( Protocol and Justification ), among the managers of the Company, TOTVS Soluções em Agroindústria S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 6, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( PRX ) and P2RX Soluções em Software S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 10, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( P2RX and, jointly with PRX, Merged Companies ) related to the mergers of the Merged Companies by the Company ( Mergers ); (b) to ratify the appointment of the specialized firm, Apsis Consultoria Empresarial Ltda., as responsible for preparing the book value appraisal reports of the Merged Companies ( Appraisal Reports ); (c) to approve the Appraisal Reports; (d) to approve the Mergers proposed on the terms of the Protocol and Justification; (e) to authorize the management of the Company to take all acts necessary for the conclusion of the Mergers; (f) to approve the Share Based Incentive and Retention Plan; and (g) to state the ratification by the Company s shareholders about the calculation methodology of the number of restricted options that the beneficiaries of the shareholders program contemplated by the plan approved on November 29, 2012, are entitled. 6. Resolutions. The following resolutions were taken, by unanimous votes, with the registration by the board of the absent shareholders and votes on the contrary, as applicable: 6.1. To register that the minutes of this meeting shall be transcribed as summary of the resolutions taken herein, and authorize the publication with the omission of the signatures of the shareholders attending the meeting, pursuant to article 130, and its, of Law 6,404/76.

2 6.2. To approve the Protocol and Justification, which is attached hereto as Schedule To ratify the appointment, previously made by the Company s management, of the specialized firm Apsis Consultoria Empresarial Ltda., with head office in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua da Assembleia, 35, 12 th floor, Centro, enrolled with the CNPJ/MF under No / ( Specialized Firm ), to determine the book value of the Merged Companies To approve the Appraisal Reports prepared by the Specialized Firm, which have been prepared based on the unaudited balance sheet of the Merged Companies drawn up on September 30, The appraisal reports of PRX and P2RX are attached hereto as Schedules 6.4(a) and 6.4(b) respectively, with the acknowledgment of the presence of the representatives of the Specialized Firm to clarify potential doubts related to the Appraisal Reports To approve the Mergers, as defined by and on the terms and conditions provided in the Protocol and Justification, with the cancellation of the Merged Companies The Mergers will not result in an increase of Company s net equity, since 100% of the shares of the Merged Companies are owned by the Company, and the latter already has the consolidated records of the Merged Companies in its consolidated financial statements. Therefore, there will be no change in the corporate capital To authorize the Company s managers, by majority of votes, to perform all the necessary acts to formalize the Mergers To approve the Share Based Incentive and Retention Plan, attached hereto as Schedule 6.7 ( Incentive Plan ) To register that (i) the Incentive Plan approved herein replaces the Share Based Incentive Plan, approved on November 29, 2012 ( 2012 Plan ); (ii) from the date hereof, there will not be further granting of options within the 2012 Plan; and (iii) the options granted within the 2012 Plan shall remain in force and the rights and obligations of the beneficiaries will be kept pursuant to the terms and conditions of the 2012 Plan To ratify that the calculation methodology of the number of restricted options that the beneficiaries of the shareholders program contemplated by the 2012 Plan are entitled is the same methodology applicable to determine the exercise price of the regular options (i.e. 5 actions, pursuant to section of the 2012 Plan), with no deduction considering the Company s practices. 7. Closing and Signatures. As there was nothing further to be discussed, the meeting was suspended for the transcription of these minutes. Reopened, the minutes was read and approved, as well as its schedules, and signed all the shareholders present to the meeting. 2

3 São Paulo, December 15, Board: Deborah Kirschbaum President Nadia Linardi Luchiari Secretary Shareholders: ABBEY LIFE PENSIONS MANAGED FUND; ABBEY PENSION INTERNATIONAL FUND; ABERDEEN BRASIL EQUITY FUNDO DE INVESTIMENTO AÇOES; ABERDEEN EMERGING MARKETS SMALLER COMPANY OPPORTUNITIES FUND, INC.; ABERDEEN GLOBAL - EMERGING MARKETS SMALLER COMPANIES FUND; ABERDEEN GLOBAL - LATIN AMERICAN EQUITY FUND; ABERDEEN GLOBAL - TECHNOLOGY EQUITY FUND; ABERDEEN GLOBAL BRAZIL EQUITY FUND; ABERDEEN INSTITUTIONAL COMMINGLED FUNDS, LLC; ABERDEEN LATIN AMERICA EQUITY FUND, INC.; ABERDEEN LATIN AMERICAN EQUITY FUND, A SERIES OF ABERDEEN FUNDS; ABERDEEN LATIN AMERICAN INCOME FUND LLC; ABERDEEN STRATEGIC BRASIL FUNDO DE INVESTIMENTO MULTIMERCADO; ACADIAN EMERGING MARKETS EQUITY FUND; ACADIAN EMERGING MARKETS EQUITY II FUND, LLC; ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC; ACCIDENT COMPENSATION CORPORATION; ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO; ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO; ADVANCED SERIES TRUST - AST T. ROWE PRICE DIVERSIFIED REAL GROWTH PORTFOLIO; ADVANCED SERIES TRUST - AST T. ROWE PRICE GROWTH OPPORTUNITIES PORTFOLIO; AGF EMERGING MARKETS FUND; AGF EMERGING MARKETS POOLED FUND; AGF GLOBAL DIVIDEND FUND; AGF GLOBAL INVESTMENT SERIES FUND PLC; AGF INVESTMENTS INC; AJO EMERGING MARKETS SMALL-CAP MASTER FUND, LTD; ALASKA PERMANENT FUND; ALLIANCEBERNSTEIN DELAWARE BUSINESS TRUST - ALLIANCEBERNSTEIN INTERNATIONAL ALL-COUNTRY PASSIVE SERIES; AMG TRILOGY EMERGING MARKETS EQUITY FUND; AMUNDI FUNDS; ANCHOR GLOBAL EMERGING MARKETS EQUITY FUND; AT&T UNION WELFARE BENEFIT TRUST; BELLSOUTH CORPORATION RFA VEBA TRUST; BEST INVESTMENT CORPORATION; BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND; BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.; BLACKWELL PARTNERS, LLC; BNP PARIBAS TRUST SERVICES SINGAPORE LIMITED AS TRUSTEE OF ABERDEEN GLOBAL TECHNOLOGY FUND; BP PENSION FUND; BRITISH COAL STAFF SUPERANNUATION SCHEME; BRITISH COAL STAFF SUPERANNUATION SCHEME; BRUNEI INVESTMENT AGENCY; BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND; BURGUNDY EMERGING MARKETS FOUNDATION FUND; BURGUNDY EMERGING MARKETS FUND; BURGUNDY FUNDS, DST - EMERGING MARKETS PORTFOLIO; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND; CF DV EMERGING MARKETS STOCK INDEX FUND; CHANG HWA COMMERCIAL BANK, LTD., IN ITS CAPACITY AS MASTER CUSTODIAN OF NOMURA BRAZIL FUND; CHURCH OF ENGLAND INVESTMENT 3

4 FUND FOR PENSIONS; CITIGROUP 401 (K) PLAN; CITY OF NEW YORK GROUP TRUST; CITY OF NEW YORK GROUP TRUST; CITY OF NEW YORK GROUP TRUST; CITY OF NEW YORK GROUP TRUST; CITY OF NEW YORK GROUP TRUST; CITY OF NEW YORK GROUP TRUST; CITY OF NEW YORK GROUP TRUST; CITY OF NEW YORK GROUP TRUST; CLEARWATER INTERNATIONAL FUND; COLLEGE RETIREMENT EQUITIES FUND; COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION; COMGEST GROWTH PLC; COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES RETIREMENT SYSTEM; COMMONWEALTH SUPERANNUATION CORPORATION; CORNELL UNIVERSITY; DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF; DIVERSIFIED MARKETS (2010) POOLED FUND TRUST; DREYFUS OPPORTUNITY FUNDS - DREYFUS STRATEGIC BETA EMERGING MARKETS EQUITY FUND; EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUND; EATON VANCE CORP.; EATON VANCE TRUST COMPANY COMMON TRUST FUND - PARAMETRIC STRUCTURED EMERGING MARKETS EQUITY COMMON TRUST FUND; EMERGING MARKETS EQUITY INDEX MASTER FUND; EMERGING MARKETS EQUITY INDEX PLUS FUND; EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B; EMERGING MARKETS INDEX NON-LENDABLE FUND; EMERGING MARKETS INDEX NON-LENDABLE FUND B; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; ENSIGN PEAK ADVISORS, INC; ESSEX COUNTY COUNCIL; EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS; FIDELITY INVESTMENT FUNDS - FIDELITY INDEX EMERGING MARKETS FUND; FIDELITY SALEM STREET TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND; FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND; FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND; FIRST TRUST BRAZIL ALPHADEX FUND; FLORIDA RETIREMENT SYSTEM TRUST FUND; FRANKLIN TEMPLETON CORPORATE CLASS LTD; FRANKLIN TEMPLETON INVESTMENT FUNDS; FRANKLIN TEMPLETON INVESTMENT FUNDS; FRANKLIN TEMPLETON INVESTMENT FUNDS; FRANKLIN TEMPLETON INVESTMENT FUNDS; FRANKLIN TEMPLETON INVESTMENT FUNDS; FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - TEMPLETON DEVELOPING MARKETS VIP FUND; GAVEKAL KNOWLEDGE LEADERS EMERGING MARKETS ETF; GENESIS EMERGING MARKETS L.P.; GEORGE KAISER FAMILY FOUNDATION; GLOBAL X BRAZIL MID CAP ETF; GMAM GROUP PENSION TRUST II; GMAM GROUP PENSION TRUST III; GMAM INVESTMENT FUNDS TRUST; GOLDMAN SACHS ETF TRUST - GOLDMAN SACHS ACTIVE BETA EMERGING MARKETS EQUITY ETF; GOLDMAN SACHS PROFIT SHARING MASTER TRUST; GUIDESTONE FUNDS EMERGING MARKETS EQUITY FUND; HARMONY OVERSEAS EQUITY POOL; HARRIS ASSOCIATES INVESTMENT TRUST; HEWLETT-PACKARD COMPANY MASTER TRUST; HOWARD HUGHES MEDICAL INSTITUTE; IBBOTSON INTERNATIONAL SHARES HIGH OPPORTUNITIES (UNHEDGED) TRUST; IBM DIVERSIFIED GLOBAL EQUITY FUND; INTERNATIONAL SMALL-CAP EQUITY FUND, LLLP; INTERVENTURE EQUITY INVESTMENTS LIMITED; INVESCO DEVELOPING MARKETS FUND; INVESCO INTERNATIONAL SMALL COMPANY FUND; ISHARES MSCI BRAZIL CAPPED ETF; ISHARES MSCI BRIC ETF; ISHARES MSCI EMERGING MARKETS ETF; ISHARES MSCI EMERGING MARKETS MINIMUM VOLATILITY ETF; JAPAN TRUSTEE SERVICES BANK, LTD. RE: RB DAIWA BRAZIL MID-SMALL CAP EQUITY MOTHER FUND; JAPAN TRUSTEE SERVICES BANK, LTD. RE: RTB NIKKO 4

5 BRAZIL EQUITY ACTIVE MOTHER FUND; JAPAN TRUSTEE SERVICES BANK, LTD. SMTB EMERGING EQUITY MOTHER FUND; JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND; JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND; JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST B; JOHNSON & JOHNSON PENSION AND SAVINGS PLANS MASTER TRUST; JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST; JPMORGAN LATIN AMERICA FUND; KAISER FOUNDATION HOSPITALS; KAISER FOUNDATION HOSPITALS; KAISER FOUNDATION HOSPITALS; KAISER PERMANENTE GROUP TRUST; KAISER PERMANENTE GROUP TRUST; KAISER PERMANENTE GROUP TRUST; LAZARD ASSET MANAGEMENT LLC; LEGAL & GENERAL COLLECTIVE INVESTMENT TRUST; LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD.; LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD.; LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD.; LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED; LEGATO CAPITAL MANAGEMENT INVESTMENTS, LLC; LEGG MASON GLOBAL FUNDS PLC; LSV EMERGING MARKETS SMALL CAP EQUITY FUND, LP; M & G INVESTMENT MANAGEMENT LTD; M & G INVESTMENT MANAGEMENT LTD; MACQUARIE INVESTMENT MANAGEMENT LIMITED AS RESPONSIBLE ENTITY FOR WALTER SCOTT EMERGING MARKETS FUND; MAINSTAY EMERGING MARKETS OPPORTUNITIES FUND; MANAGED PENSION FUNDS LIMITED; MANAGED PENSION FUNDS LIMITED; MANAGED PENSION FUNDS LIMITED; MANNING & NAPIER FUND, INC PRO BLEND-EXTENDED TERM SERIES; MANNING & NAPIER FUND, INC. INTERNATIONAL SERIES; MANNING & NAPIER FUND, INC. PRO-BLEND MAXIMUM TERM SERIES; MANNING & NAPIER FUND, INC. PRO-BLEND MODERATE TERM SERIES; MARATHON GLOBAL FUND PLC; MARATHON UCITS FUNDS; MARATHON UCITS FUNDS; MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN; MERCER QIF FUND PLC; MFS HERITAGE TRUST COMPANY COLLECTIVE INVESTMENT TRUST; MFS INTERNATIONAL NEW DISCOVERY FUND; MINEWORKERS`PENSION SCHEME; MISSOURI EDUCATION PENSION TRUST; MISSOURI LOCAL GOVERNMENT EMPLOYEES RETIREMENT SYSTEM; MONTANA BOARD OF INVESTMENTS; MUNICIPAL EMPLOYEES' RETIREMENT SYSTEM OF MICHIGAN; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; NATIONAL WESTMINSTER BANK PLC ADO FIRST STATE INV ICVC -FIRST STATE GLOBAL EM MKTS SUSTAINABILITY F; NATIONAL WESTMINSTER BANK PLC ADO FIRST STATE INVESTMENTS ICVC - FIRST STATE LATIN AMERICA FUND; NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF LEGAL AND GENERAL GLOBAL EMERGING MARKETS INDEX FUND; NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF THE LEGAL & GENERAL INTERNATIONAL INDEX TRUST; NATIONAL WESTMINSTER BK PLC AS DEP OF M&G GLOBAL EMERGING MKTS FUND A SUB FD OF M&G INVEST FDS (7); NAV CANADA PENSION PLAN; NEW YORK STATE TEACHERS RETIREMENT SYSTEM; NORGES BANK; NORTHERN EMERGING MARKETS EQUITY FUND; NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD INDEX (ACWI) EX-US FUND-LENDING; NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LENDING; NORTHERN TRUST FIDUCIARY SERVICES (GUERNSEY) LIMITED AS TRUSTEE OF THE SAUDI ARAMCO SEVERANCE, RETIR; NORTHERN TRUST MULTI-ADVISOR FUND; NORTHWESTERN UNIVERSITY; NTGI - QM COMMON DAILY ALL COUNTRY WORLD 5

6 EX-US EQUITY INDEX FUND - LENDING; NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US INVESTABLE MARKET INDEX FUND - LENDING; NTGI - QM COMMON DAILY EMERGING MARKETS EQUITY INDEX FUND - LENDING; NTGI - QM COMMON DAILY EMERGINGMARKETS EQUITY INDEX FUND-NON LENDING; NTGI - QUANTITATIVE MANAGEMENT COLLECTIVE FUNDS TRUST; NZAM EM8 EQUITY PASSIVE FUND; OMERS ADMINISTRATION CORPORATION; ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION TRUST FUND; PANAGORA DIVERSIFIED RISK MULTI-ASSET FUND, LTD; PANAGORA GROUP TRUST; PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY; PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; PUBLIC SECTOR PENSION INVESTMENT BOARD; PYRAMIS GLOBAL EX U.S. INDEX FUND LP; QS BATTERYMARCH EMERGING MARKETS FUND; QS INVESTORS DBI GLOBAL EMERGING MARKETS EQUITY FUND LP; RBC EMERGING MARKETS DIVIDEND FUND; RBC EMERGING MARKETS EQUITY FUND; RBC EMERGING MARKETS EQUITY FUND (USA); RBC EMERGING MARKETS SMALL-CAP EQUITY FUND; RBC FUNDS (LUX) - EMERGING MARKETS EQUITY FUND; RBC FUNDS (LUX) - EMERGING MARKETS SMALL CAP EQUITY FUND; RBC FUNDS (LUX) - EMERGING MARKETS VALUE EQUITY FUND; REGIME DE RENTES DU MOUVEMENT DESJARDINS; ROCHE U.S. RETIREMENT PLANS MASTER TRUST; ROGERSCASEY TARGET SOLUTIONS, LLC; ROYCE DIVIDEND VALUE FUND; ROYCE GLOBAL VALUE FUND; ROYCE GLOBAL VALUE TRUST, INC.; ROYCE HERITAGE FUND; ROYCE INSTITUTIONAL, LLC; ROYCE INTERNATIONAL PREMIER FUND; ROYCE VALUE TRUST, INC.; RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING MARKETS EQUITY PLUS FUND; SCHRODER INTERNATIONAL SELECTION FUND; SCHWAB EMERGING MARKETS EQUITY ETF; SMALLER COMPANIES PORTFOLIO OF THE GENESIS EMERGING MARKETS OPPORTUNITIES FUND LIMITED; SPDR MSCI ACWI EX-US ETF; SPDR S&P EMERGING MARKETS ETF; SPDR S&P EMERGING MARKETS SMALL CAP ETF; SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND; STATE OF ALASKA RETIREMENT AND BENEFIT PLANS; STATE OF INDIANA PUBLIC EMPLOYEES RETIREMENT FUND; STATE OF MINNESOTA STATE EMPLOYEES RETIREMENT PLAN; STATE OF NEW JERSEY COMMON PENSION FUND D; STATE OF NEW JERSEY COMMON PENSION FUND D; STATE OF NEW MEXICO STATE INVESTMENT COUNCIL; STATE OF OREGON; STATE OF OREGON; STATE OF OREGON; STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS; STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS; STATE STREET TRT LTD AS DEP FOR SCOTTISH WID TRA AND SPECIALIST INV FDS ICVC - LATIN AMERICAN FUND; STATE STREET TRUSTEES LIMITED ATF ABERDEEN CAPITAL TRUST; STATE SUPER FINANCIAL SERVICES INTERNATIONAL EQUITIES SECTOR TRUST; T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.; T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST; T.ROWE PRICE INTERNATIONAL DISCOVERY FUND; TD EMERALD HEDGED ALL COUNTRY WORLD INDEX EQUITY POOLED FUND TRUST; TD EMERALD LOW VOLATILITY EMERGING MARKET EQUITY POOLED FUND TRUST; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS; TEMPLETON DEVELOPING MARKETS TRUST; 6

7 TEMPLETON EMERGING MARKETS EQUITY (MASTER) FUND, LTD.; TEMPLETON EMERGING MARKETS FUND (US); TEMPLETON EMERGING MARKETS INVESTMENT TRUST PLC; TEMPLETON GLOBAL INVESTMENT TRUST - TEMPLETON BRIC FUND; TEMPLETON GLOBAL INVESTMENT TRUST- TEMPLETON EMERGING MARKETS BALANCED FUND; TEMPLETON INSTITUTIONAL FUNDS- EMERGING MARKETS SERIES; TEMPLETON INTERNATIONAL EMERGING MARKETS FUND; THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM; THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST; THE CALIFORNIA ENDOWMENT; THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM; THE GENESIS EMERGING MARKETS INVESTMENT COMPANY (SICAV); THE GENESIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS; THE GOVERNMENT OF THE PROVINCE OF ALBERTA; THE MARATHON-LONDON GLOBAL INVESTMENT TRUST I; THE MASTER TRUST BANK OF JAPAN, LTD AS TRUSTEE OF DAIWA BRAZIL STOCK OPEN - RIO WIND -; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ ; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ ; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ ; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB ; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB ; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB ; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB ; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR RUSSELL EMERGING DIVIDEND GROWTH MOTHER FUND; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF NIKKO BRAZIL EQUITY MOTHER FUND; THE MONETARY AUTHORITY OF SINGAPORE; THE NOMURA TRUST AND BANKING CO., LTD. RE: INTERNATIONAL EMERGING STOCK INDEX MSCI EMERGING NO HEDGE MOTHER FUND; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; THE ROYAL BANK OF SCOTLAND PLC AS DEPOSITARY OF ABERDEEN LATIN AMERICAN EQUITY FUND; THE SEAFARER OVERSEAS GROWTH & INCOME FUND; THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP 7 EQUITY FUND; THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO; THE TIFF KEYSTONE FUND, L.P.; THE WASHINGTON UNIVERSITY; THREADNEEDLE INVESTMENT FUNDS ICVC; TIAA- CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND; TIFF MULTI- ASSET FUND; TIFF MULTI-ASSET FUND; TRILOGY INVESTMENT FUNDS PLC; TRUST & CUSTODY SERVICES BANK, LTD. RE: EMERGING EQUITY PASSIVE MOTHER FUND; UAW RETIREE MEDICAL BENEFITS TRUST; UAW RETIREE MEDICAL BENEFITS TRUST; UAW RETIREE MEDICAL BENEFITS TRUST; UNIVERSITY OF WASHINGTON; UPS GROUP TRUST; UTAH STATE RETIREMENT SYSTEMS; VANGUARD EMERGING MARKETS SELECT STOCK FUND; VANGUARD EMERGING MARKETS STOCK INDEX FUND; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; VANGUARD FUNDS PUBLIC LIMITED COMPANY; VANGUARD FUNDS PUBLIC LIMITED COMPANY; VANGUARD FUNDS PUBLIC LIMITED COMPANY; VANGUARD GLOBAL EQUITY FUND, A SERIES OF VANGUARD HORIZON FUNDS; VANGUARD INVESTMENT SERIES, PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; VANTAGEPOINT INTERNATIONAL FUND; VARIABLE INSURANCE PRODUCTS FUND IV: TECHNOLOGY PORTFOLIO; VERGER 7

8 CAPITAL FUND LLC; VIRTUS EMERGING MARKETS SMALL-CAP FUND; VOYA EMERGING MARKETS EQUITY DIVIDEND FUND; VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND; VOYA EMERGING MARKETS INDEX PORTFOLIO; VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND; WALTER SCOTT & PARTNERS CANADIAN INSTITUTIONAL TRUSTS - WALTER SCOTT AND PARTNERS EMERGING MARKETS FUND; WALTER SCOTT AND PARTNERS LIMITED GROUP TRUST; WASHINGTON STATE INVESTMENT BOARD; WEST VIRGINIA INVESTMENT MANAGEMENT BOARD; WILLIS NORTH AMERICA INC PENSION PLAN; WISDOMTREE EMERGING MARKETS CONSUMER GROWTH FUND; WISDOMTREE EMERGING MARKETS EX-STATE-OWNED ENTERPRISES FUND; WISDOMTREE EMERGING MARKETS QUALITY DIVIDEND GROWTH FUND; WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND; WSIB INVESTMENT (PUBLIC EQUITIES) POOLED FUND TRUST, Represented by Christiano Marques de Godoy; NEO NAVITAS MASTER FIA Represented by Paulo Roberto Brandão; ERNESTO MARIO HABERKORN; LAÉRCIO JOSÉ DE LUCENA COSENTINO; LC EH PARTICIPAÇÕES E EMPREENDIMETOS S.A., Represented by Rodrigo Sanches Marcon; FUNDACAO PETROBRAS DE SEGURIDADE SOCIAL PETROS, Represented by Paulo Roberto Brandão; BNDES PARTICIPACOES S/A BNDESPAR, Represented by Anna Paula Bottrel Souza; BB SML 1 FUNDO DE INV EM ACOES; BB ACOES TECNOLOGIA FUNDO DE INVESTIMENTO; BB ECO GOLD FDO DE INV EM ACOES; BB PREVIDENCIA FUNDO DE PENSAO BANCO DO BRASIL; BB TOP ACOES SMALL CAPS FUNDO DE INVESTIMENTO; BB PREVIDENCIARIO ACOES GOVERNANCA FI; BB PREVIDENCIA ACOES FI; BB TOP ACOES IBRX INDEXADO FI; BB TOP ACOES DIVIDENDOS ATIVO FI; BB TOP ACOES DIVIDENDOS MIDCAPS FI; BB TERRA DO SOL FI MM; BB ETF S&P DIVIDENDOS BRASIL FUNDO DE INDICE; BB SEBRAEPREV FIM; BB FUNPRESP FI MM Represented by Camila Cristina Anello 8

9 SCHEDULE PROTOCOL AND JUSTIFICATION 9

10 PROTOCOL AND JUSTIFICATION OF THE MERGERS OF PRX AND P2RX BY TOTVS The management of the companies identified below: (a) (b) (c) TOTVS S.A., a publicly-held company with head office in the city of São Paulo, State of São Paulo, at Avenida Braz Leme, 1.631, 2 nd floor, Zip Code (CEP) , enrolled with the CNPJ/MF under No / , ( TOTVS ), TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 6, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( PRX ); and P2RX SOLUÇÕES EM SOFTWARE S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 10, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( P2RX and, jointly with PRX, Merged Companies ); (TOTVS and the Merged Companies hereinafter also referred to, solely, as Party and, jointly, as Parties or Companies ); Whereas: I. Since Merged Companies are wholly-owned subsidiaries of TOTVS, the intended mergers of the Merged Companies by TOTVS ( Mergers ) are a corporate reorganization within the same economic group, not being subject to a economic concentration resulting from the consolidation of the Parties activities in a sole company and, thus, the transaction is not subject to the analysis by the competition authorities, pursuant to the applicable jurisprudence of the Brazilian Administrative Council for Economic Defense CADE; II. III. TOTVS is a publicly-held company enrolled with CVM in category A and, the Mergers will occur without an increase of TOTVS corporate capital i.e. without dilution of the current shareholders, the obligations provided in Chapter III of CVM Ruling No. 565/2015 ( ICVM 565 ) are not applicable; and CVM agreed with the enquiry made by TOTVS regarding the waiver of the requirement for mergers of companies, provided in article 264 of Law No. 6,404/76, since the Superintendence of Relations with Companies, in view of the current circumstances of the transaction, in accordance with CVM s Decision 559/2008, item I, resolved that CVM s requirement related to the compliance of the referred article 264 of Law No. 6,404/76 would not be justifiable for the purposes of the Mergers, pursuant to CVM s Resolution OFÍCIO/CVM/SEP/GEA-2/ No. 370/2015, dated of November 12, 2015, which is

11 attached to this Protocol and Justification as Schedule I ( CVM s Resolution ), due the reasons and for the purposes detailed hereinafter, agree to enter into, in accordance with articles 223 et. seq. of Law No. 6,404/76, this protocol and justification having as purpose the Mergers, which shall be submitted for the approval of their respective shareholders, at an Extraordinary General Meeting, pursuant to the following terms and conditions ( Protocol and Justification ): 1. Justification of the Mergers 1.1. It is the understanding that the Mergers are within the Companies best interests and, consequently, of their shareholders, since the combination of the activities and administration will result in benefits to Companies operations and businesses, from an administrative, economic and financial standpoint, including: (i) cost effective and simplification of the corporate structure and, thus, consolidation and decrease of combined operational costs and expenses; and (ii) better management of the operations, assets and cash flows of the Companies, due to the merger of the corporate resources and assets related to the operations of the Companies TOTVS will, after the Mergers, continue to be dedicated to the development and implementation of management and productivity platforms specialized in the several operation segments of the company, keeping its enrollment as a publicly-held company. 2. Appraisal, Absence of Net Equity Increase and of Right of Withdrawal The Parties defined as the reference date for the Mergers the 30 th day of September, 2015 ( Reference Date ) The management of TOTVS has hired APSIS Consultoria Empresarial Ltda. (CNPJ under No / ) ( Specialized Firm ) to prepare the valuation and determine, respectively, (a) the book value of PRX s net equity to be transferred to TOTVS due to the merger of PRX, whose result is the purpose of the appraisal report attached hereto as Schedule 2.2(a) ( Appraisal Report of PRX ), which has been prepared based on PRX s unaudited balance sheet drawn up on the Reference Date; and (b) the book value of P2RX s net equity to be transferred to TOTVS due to the merger of P2RX, whose result is the purpose of the appraisal report attached hereto as Schedule 2.2(b) ( Appraisal Report of P2RX and, jointly with the Appraisal Report of PRX, the Appraisal Reports ), which has been prepared based on P2RX s unaudited balance sheet drawn up on the Reference Date The appointment of the Specialized Firm shall be submitted to the ratification by the Shareholders Meeting of TOTVS that will analyze this Protocol and Justification, in accordance with article 227 of Law No. 6,404/ The Specialized Firm represented that (i) there is no conflict or community of interests, current or potential, with the shareholders of the Companies, 2

12 or, in addition, with regards to the Mergers; and (ii) the shareholders or management of the Companies did not direct, limit, cause difficulties or perform any acts that have or may have impaired the access, use or knowledge of the information, assets, documents or methodology of the work relevant to the quality of its conclusions The Mergers will not result in an increase of TOTVS net equity, since 100% of the shares of the Merged Companies are owned by TOTVS, and the latter already has the consolidated records of the Merged Companies in its consolidated financial statements. In addition, in replacement for the shares that are registered in TOTVS s consolidated financial statements, the assets of the Merged Companies, after the Mergers, will be directly registered as assets of TOTVS. Thus, as a result of the intended Mergers, in TOTVS accounting, the assets of the Merged Companies, represented in the investment account related to the equity interest in the corporate capital of the Merged Companies, will be replaced by the elements of assets and liabilities of the balance sheets of the Merged Companies, with no change in the capital account The totality of the shares representing the corporate capital of the Merged Companies, owned by TOTVS, will be cancelled, pursuant to article 226, 1, of Law No. 6,404/ In view of the provision of item 2.3 above, TOTVS corporate capital will not be amended and no shares will be issued TOTVS corporate purpose will also remain the same, considering that the companies have similar corporate purposes, and the Merged Companies do not develop any activity different from those listed in TOTVS corporate purpose In view of the above, there will be no need to amend TOTVS bylaws The equity variations ascertained in the Merged Companies between the Reference Date and the date in which the Mergers are consummated will be fully absorbed by TOTVS Potential goodwill registered in the investments of the Merged Companies to be transferred to TOTVS due to the Mergers will have the same treatment to the one currently granted by the Merged Companies and, will, after the Mergers, be used by TOTVS for tax purposes, in accordance with the applicable law and without the issuance of new shares Moreover, considering that TOTVS is the sole shareholder of the Merged Companies, there will be no dissident shareholder or right of withdrawal in view of the Mergers, pursuant to article 137 of Law No. 6,404/ In accordance with CVM s Resolution, the appraisal provided in article 264 of Law No. 6,404/76 shall be dismissed, since it would only result in costs to TOTVS, with no practical use, based on (i) non-existence of minority shareholders in the Merged Companies on the date of the Mergers, which could exercise their right of withdrawal, 3

13 in accordance with item 2.6; and (ii) absence of an increase of TOTVS corporate capital, and the absence of an exchange of shares. 3. Corporate Approvals 3.1. The consummation of the Mergers shall be subject to the performance of the following acts, all interdependent: (a) (b) (c) extraordinary general meeting of PRX to, in this order, (i) approve this Protocol and Justification; (ii) approve the merger of PRX by TOTVS; and (iii) authorize the performance, by its management, of the acts necessary to the merger; extraordinary general meeting of P2RX to, in this order, (i) approve this Protocol and Justification; (ii) approve the merger of P2RX by TOTVS; and (iii) authorize the performance, by its management, of the acts necessary to the merger; and extraordinary general meeting of TOTVS to, in this order, (i) approve this Protocol and Justification; (ii) ratify the appointment of the Specialized Firm; (iii) approve the Appraisal Reports; (iv) approve the Mergers, with the consequent cancellation of the Merged Companies; and (v) approve the performance, by its management, of all acts necessary to the Mergers. 4. Miscellaneous 4.1. The consummation of the Mergers shall result in the cancellation of the Merged Companies, which shall be succeeded by TOTVS in all of their rights, assets, obligations and liabilities, pursuant to the applicable provisions of Law No. 6,404/ All real properties that comprise the equity of the Merged Companies, which description and identification is detailed in the Appraisal Reports, as well as the assets, inventories and equipment, within the premises of the Merged Companies or registered in their name, shall become owned by TOTVS in view of the Mergers The management of TOTVS shall be responsible to perform all necessary acts to implement the Mergers, including to carry out the filing and publication of all acts related to the Mergers, pursuant to article 227, 3, of Law No. 6,404/76, and conduct the cancelation of the Merged Companies registrations before the federal, state and municipal agencies, as well as the maintenance of the accounting books during the legal term 4.4. It is hereby expressly elected the courts of the city of São Paulo, State of São Paulo, to settle all matters arising out of this Protocol and Justification, with the waiver of any other, regardless of being more privileged All documents mentioned herein will be available to the shareholders of TOTVS at its head offices as of this date, on the website of Relations with Investors of TOTVS ( as well as on the websites of CVM and BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros. 4

14 4.6. This Protocol and Justification shall only be amended through a written instrument signed by the Parties. IN WITNESS WHEREOF, the parties execute this Protocol and Justification in 3 originals of identical content and form, with same effect, in the presence of the two witnesses identified below. São Paulo, November 17, Management of TOTVS S.A. Alexandre Mafra Guimarães Gilsomar Maia Sebastião Management of PRX Fábio Girardi Officer Sergio Asato Officer Management of P2RX Fábio Girardi Officer Sergio Asato Officer Witnesses: 1. Name: RG: CPF: 2. Name: RG: CPF: 5

15 SCHEDULE I CVM S RESOLUTION Ofício nº 370/2015/CVM/SEP/GEA-2 Rio de Janeiro, November 12, To Mr. GILSOMAR MAIA SEBASTIÃO Chief Investor Relations Officer of TOTVS S.A. Avenida Braz Leme, Casa Verde São Paulo SP Tel.: (11) Fax: (11) gmaia@totvs.com.br Regarding: Waiver request of the regulatory requirements for a corporate transaction Proceeding CVM-RJ Dear Officer, 1. Reference is made to the enquiry of October 7, 2015, filed on October 10, 2015 by TOTVS S.A. regarding the waiver of: (i) the publication in the press of the Material Fact pursuant to article 2 of CVM Ruling No. 319/99; (ii) preparation of audit financial statements in accordance with article 12 of CVM Ruling 319/99; and (iii) preparation of the comparative appraisal reports provided in article 264 of Law No. 6,404/76, in view of the Company s interest to merge 100% of the equity of P2RX Soluções em Software S.A. and 100% of the equity of TOTVS Soluções em Agroindústria S.A. 2. In this regard, considering only the information provided in the enquiry and in view of the characteristics analyzed in accordance with the present case, pursuant to item I, letter b of CVM Resolution 559/08, this Superintendence expresses its understanding that, in principle, a decision by CVM to require the preparation of the appraisal reports provided in article 264 of Law No. 6,404/76 would not be reasonable. 3. Regarding the publication on the press of a Material Fact pursuant to article 2 of CVM Ruling No. 319/99, it must be registered that the transaction must be disclosed in accordance with the rules in force, which includes, currently, Law No. 6,404/76 and CVM Ruling No. 358/02, and we highlight the fact that CVM Ruling No. 565/15 only provides for the minimum information of the document regarding the disclosure, if such disclosure is necessary. 6

16 4. Thus, the Company s administration must evaluate the convenience and opportunity of the disclosure of such material fact. 5. In addition, regarding the preparation of the audit financial statements by independent auditors, accordance with article 6 of CVM Ruling 565/15, article 10 of such Ruling expressly provides that the obligations related to the disclosure of such financial statements are not applicable to merger or merger of shares of closely-held companies by a securities issuer registered in category A, provided that the transaction does not represent a dilution greater than 5%. 6. Finally, we highlight that the conformity of the merger is not being analyzed at this time. Sincerely, GUILHERME ROCHA LOPES Manager of Relations with Companies 2 FERNANDO SOARES VIEIRA Superintendent of Relations with Companies 7

17 SCHEDULE 2.2(A) AND SCHEDULE 2.2(B) APPRAISAL REPORT OF PRX APPRAISAL REPORT P2RX 8

18 Appraisal Report AP-0743/15-01 TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A.

19 REPORT: AP-0743/15-01 REFERENCE DATE: September 30 th, 2015 APPLICANT: TOTVS S.A., hereinafter called TOTVS. Limited liability company, with head office located at Av. Braz Leme, nº 1.631, Jardim São Bento, in the City and State of São Paulo, registered with the Brazilian Taxpayers Registry (CNPJ) under No / OBJECT: TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A., hereinafter called PRX. Closed company, with head office located at Rua Prudente de Moraes, nº 654, Room 06, Centro, in the City of Assis, State of São Paulo, registered with the Brazilian Taxpayers Registry (CNPJ) under No / PURPOSE: Calculation of the Net Equity of PRX, at book value, for the purposes of the merger of PRX with and into TOTVS, pursuant to sections 226 and 227 of Law No. 6,404/76 ( Brazilian Corporation Law ). Report AP-0743/

20 TABLE OF CONTENTS 1. INTRODUCTION PRINCIPLES AND QUALIFICATIONS LIABILITY LIMITATIONS APPRAISAL METHODOLOGY APPRAISAL OF NET EQUITY OF PRX CONCLUSION LIST OF EXHIBITS Report AP-0743/

21 1. INTRODUCTION APSIS CONSULTORIA E AVALIAÇÕES LTDA., hereinafter called APSIS, with its head office located at Rua da Assembleia, 35, 12 nd floor, in the City and State of Rio de Janeiro, registered with the Brazilian Taxpayers Registry (CNPJ) under No / , was retained to determine Net Equity of PRX, at book value, for the purpose of its merging with and into TOTVS, pursuant to sections 226 and 227 of Brazilian Corporation Law. In order to prepare this report, we have used data and information provided by third parties, i.e., documents and verbal interviews with TOTVS. Estimates used in this process are based on the following documents and information, among others: Balance sheet of PRX, as of September 30 th, 2015; APSIS has recently prepared appraisal reports for publicly-held companies, for several purposes: AMÉRICA LATINA LOGÍSTICA DO BRASIL S/A BANCO PACTUAL S/A CIMENTO MAUÁ S/A ESTA - EMPRESA SANEADORA TERRITORIAL AGRÍCOLA S/A ESTÁCIO PARTICIPAÇÕES S/A GERDAU S/A HOTÉIS OTHON S/A L.R. CIA. BRAS. PRODS. HIGIENE E TOUCADOR S/A LIGHT SERVIÇOS DE ELETRICIDADE S/A LOJAS AMERICANAS S/A MPX ENERGIA S/A PETRÓLEO BRASILEIRO S/A PETROBRAS REPSOL YPF BRASIL S/A TAM TRANSPORTES AÉREOS MERIDIONAL S/A ULTRAPAR PARTICIPAÇÕES S/A The team responsible for preparing such report comprises the following professionals: AMILCAR DE CASTRO Director Bachelor in Law ANA CRISTINA FRANÇA DE SOUZA Vice-President Civil Engineer (CREA/RJ ) ANTONIO LUIZ FEIJÓ NICOLAU Director Lawyer (OAB/RJ ) EDUARDO DE CASTRO ROSSI Director Electrical Engineer (CREA/SP ) GIANCARLO FALKENSTEIN Supervisor Administrator (CRA/SP ) LUIZ PAULO CESAR SILVEIRA Vice-President Mechanical Engineer and Accountant (CREA/RJ and CRC/RJ /P-0) MARCIA APARECIDA DE LUCCA CALMON Director Accountant (CRC/SP /O-4) MÁRCIA MOREIRA FRAZÃO DA SILVA Director Accountant (CRC/RJ /O-3) RENATA POZZATO CARNEIRO MONTEIRO President Postgraduate in Law (OAB/RJ ) SERGIO FREITAS DE SOUZA Vice-President Economist (CORECON/RJ ) Report AP-0743/

22 2. PRINCIPLES AND QUALIFICATIONS The following information is important and must be read carefully. The Report complies with the fundamental principles described below: The consultants do not have any direct or indirect interests in the companies involved, in their respective controlling shareholders or in the transaction, nor are there any other relevant circumstances which may characterize a conflict of interests, actual or potential, with the companies involved, their respective controlling shareholders, or regarding the minority shareholders, or the transaction itself. APSIS professional fees are not in any way whatsoever subject to the conclusions of this Report. To the best of the consultants knowledge and credit, the analyses, opinions, and conclusions expressed in this report are based on data, diligence, research and surveys that are true and correct. For purposes of this report, it was assumed that the information received from third parties is correct; the sources of such information are stated in this Report. This report presents all the limiting conditions, if applicable, imposed by the adopted methodologies, which may affect the analyses, opinions and conclusions comprised herein. This report was prepared by APSIS and no one other than the consultants themselves prepared the analyses and respective conclusions. APSIS assumes full liability on the appraised matter, including implicit appraisals, for the exercise of its honorable duties, primarily established in the appropriate laws, codes or regulations. This Report complies with the specifications and criteria established by the USPAP (Uniform Standards of Professional Appraisal Practice) and the International Valuation Standards Council (IVSC), in addition to the requirements imposed by various agencies and regulations, such as the Brazilian Accounting Practice Committee (CPC), the Ministry of Treasury, Brazilian Central Bank, Banco do Brasil, CVM (Brazilian Securities Commission), SUSEP (Brazilian Insurance Commission), Income Tax Regulations (RIR), Brazilian Committee of Business Appraisers (CBAN) etc. The controlling shareholders and managers of the companies involved did not direct, restrict, hinder or engage in any acts which have or may have compromised access to, use, or knowledge of information, assets, documents, or work methods applicable to the quality of the respective conclusions contained herein. Report AP-0743/

23 3. LIABILITY LIMITATIONS In order to prepare this Report, APSIS used historic data and information, audited by third-parties or unaudited, provided in writing by the management of PRX and TOTVS, or obtained from the mentioned sources. As such, APSIS assumed that the data and information obtained for this Report are true and Apsis does not have any liability with respect to their veracity. The scope of this Report did not include auditing financial statements or revising the work performed by auditors. Therefore, APSIS is not issuing an opinion on the financial statements of PRX. We are not liable for eventual losses to TOTVS, its subsidiaries, shareholders, officers, creditors or other parties as a result of the use of data and information provided by the companies and contained herein. Our work was developed solely for use by TOTVS, its shareholders and any other entities or persons involved in the transaction. Report AP-0743/

24 4. APPRAISAL METHODOLOGY Analysis of the previously mentioned supporting document, aiming at verifying whether bookkeeping was accurately conducted and in compliance with the legal, regulatory, normative and statutory disposals which govern the matter, according to the Generally Accepted Accounting Principles and Conventions in Brazil. We examined the accounting books of PRX, as well as all other documents required to prepare this report, which was prepared based on PRX balance sheet as of September 30 th, 2015 (Exhibit 1). The experts concluded that the assets and liabilities of PRX have been duly accounted. Report AP-0743/

25 5. APPRAISAL OF NET EQUITY OF PRX We examined the accounting books of PRX as well as all other documents required for the preparation of this report. The experts concluded that the book value of PRX Net Equity, as of September 30 th, 2015, for purpose of the merger of PRX with and into TOTVS, is equivalent to R$ 3,106, (three million, hundred and six thousand, five hundred eight-four reais and ninety four centavos), as shown in the table to the right. TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A. FINANCIAL STATEMENTS BALANCE SHEET (in R$) BALANCES ON 09/30/2015 CURRENT ASSTES 3,794, Cash and Cash Equivalents 516, Accounts Receivables 3,387, Provision for doubtful accounts (736,818.17) Recoverable Taxes 611, Other assets 15, NON CURRENT ASSETS 403, LONG TERM ASSETS 13, Other assets 13, INVESTMENTS - PROPERTY, PLANT AND EQUIPMENTS 157, INTANGIBLE 232, TOTAL ASSETS 4,197, CURRENT LIABILITIES 1,091, Social and Labor obligations 777, Suppliers 156, Fiscal Obligations 99, Comissions to pay 57, Other liabilities NON CURRENT LIABILITIES - LONG TERM LIABILITIES - NET EQUITY 3,106, TOTAL LIABILITY 4,197, Report AP-0743/

26 6. CONCLUSION In light of the analyses of the previously mentioned documents and based on studies conducted by APSIS, the experts conclude that the Net Equity value of PRX, at book value, on September 30 th, 2015, for purpose of the merger of PRX with and into TOTVS, is equivalent to R$ 3,106, (three million, hundred and six thousand, five hundred eight-four reais and ninety four centavos). This Report AP-0743/15-01 is composed by 9 (nine) pages typed on one side and 2 (two) exhibits. APSIS Consultoria e Avaliações Ltda., a company specialized in the appraisal of assets, CRC/RJ /O-9, legally represented by its representatives, makes itself available for any clarifications which may be deemed necessary. São Paulo, October 19 th, MÁRCIA APARECIDA DE LUCCA CALMON Director GIANCARLO FALKENSTEIN Supervisor Report AP-0743/

27 7. LIST OF EXHIBITS 1. SUPPORTING DOCUMENTS 2. GLOSSARY AND APSIS PROFILE RIO DE JANEIRO - RJ Rua da Assembleia, nº 35, 12º andar Centro, CEP Tel.: + 55 (21) Fax: + 55 (21) SÃO PAULO - SP Av. Angélica, nº 2.503, Conj. 42 Consolação, CEP Tel.: + 55 (11) Fax: + 55 (11) Report AP-0743/

28 EXHIBIT 1

29 Totvs Soluções em Agroindustria S.A. Balancete de Verificação ref. ao ano Descrição 2015 Set 100% 1 Ativo 4,197, Circulante 3,794, Caixa e equivalente de caixa 516, Títulos e valores mobiliarios Contas a receber de clientes 3,387, Provisao credito de liquidacao duvidosa (736,818.17) Dividendos a receber Tributos a recuperar 611, Outros ativos 15, Ativo não Circulante 403, Realizável a Longo Prazo Creditos com empresas ligadas Imposto de renda e contribuição social diferidos Deposito judicial Ativo financeiro a valor justo Outros ativos 13, Investimentos Imobilizado 157, Intangível 232, Passivo 4,197, Circulante 1,091, Obrigacoes sociais e trabalhistas 777, Fornecedores 156, Obrigacoes fiscais 99, Emprestimos e financiamentos Comissoes a pagar 57, Dividendos e JCP a pagar Obrigacoes por aquisicao de investimentos Outros Passivos Não circulante Emprestimos e financiamentos Valor a Pagar a Empresas Controladas Debentures Provisao para perdas com investimentos Provisao para obrigacoes legais vinculadas a processos judiciais Obrigacao por aquisicao de investimentos Obrigacoes fiscais Outros Passivos 2.5 Patrimonio liquido 3,106, Capital Social 3,630, Acoes em tesouraria Reserva de Capital Outros resultados abrangentes Participacao de acionista não controlador Reserva de lucros (523,415.06) Ajuste de avaliacao patrimonial Proposta de dividendos adicionais

30 EXHIBIT 2

31 Glossary ABL Gross Leasable Area ABNT (Associação Brasileira de Normas Técnicas) Brazilian Technical Standards Association. Allocated Codes serial number (grades or weights) to differentiate the quality features of properties. Allotment - subdivision of a tract of land into lots for buildings with the opening of new thoroughfares, or the extension, modification or expansion of existing ones. Amortization systematic allocation of the depreciable value of an asset over its useful life. Apparent Age - estimated age of a property according to its characteristics and conservation status at the time of inspection. Asset a resource controlled by the entity as a result of past events from which future economic benefits are expected for the entity. Asset Approach valuation of companies where all assets (including those not accounted for) have their values adjusted to the market. Also known as market net equity. Base Date - specific date (day, month and year) of application of the assessment value. Basic Infrastructure urban rainwater drainage equipment, street lighting, sewage system, drinking water, public and home electricity supply and access routes. BDI (Budget Difference Income) a percentage that indicates the benefits and overhead costs applied to the direct cost of construction. Best Use of the Property - the most economically appropriate use of a certain property according to its characteristics and surroundings, respecting legal limitations. Beta a systematic risk measure of a share; price trend of a particular share to be correlated with changes in a given index. Book Value - the value at which an asset or liability is recognized on the balance sheet. Building Standard - the quality of the improvements according to the specifications of design, materials, workmanship and performance effectively used in construction. Business Combination - union of separate entities or businesses producing financial statements of a single reporting entity. Transaction or other event by which an acquirer obtains control of one or more businesses, regardless of the legal form of operation. Business Risk - uncertainty of realization of expected future returns of the business resulting from factors other than financial leverage. CAPEX (Capital Expenditure) fixed asset investments. Capitalization - conversion of a simple period of economic benefits into value. CAPM (Capital Asset Pricing Model) model in which the capital cost for any share or lot of shares equals the risk free rate plus risk premium provided by the systematic risk of the share or lot of shares under investigation. Generally used to calculate the Cost of Equity or the Cost of Shareholder Capital. Capitalization Rate - any divisor used to convert economic benefits into value in a single period. Capital Structure - composition of a company s invested capital, between own capital (equity) and third-party capital (debt). Cash Flow - cash generated by an asset, group of assets or business during a given period of time. Usually the term is supplemented by a qualification referring to the context (operating, non-operating, etc...). Cash Flow on Invested Capital - cash flow generated by the company to be reverted to lenders (interest and amortizations) and shareholders (dividends) after consideration of cost and operating expenses and capital investments. Cash-Generating Unit - smallest identifiable group of assets generating cash inflows that are largely independent on inputs generated by other assets or groups of assets. 1