Totvs 425 Business combination disclosure

Filed by TOTVS S.A. pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Linx S.A.

Filer’s Commission File Number: [●]

Subject Company’s Commission File Number: 001-38954
Date: October 28, 2020

Announcement Regarding the Merger

On October 27, 2020, TOTVS S.A., a Brazilian corporation (“TOTVS”), filed the following documents with the Brazilian Exchange Commission (“CVM”) in connection with the proposed business combination (“Transaction”) of TOTVS and Linx S.A. (“Linx”):

Material fact, regarding the call notice for the Extraordinary Shareholders Meeting of TOTVS to be held on November 27, 2020, at 10:00a.m. (“Shareholders Meeting”) (Exhibit 1);

Call notice, inviting the shareholders of TOTVS to the Shareholders Meeting, at the headquarters of TOTVS, to consider and vote on the agenda described therein, in accordance with the management proposal of TOTVS (Exhibit 2);

Management proposal and proxy statement of TOTVS with respect to the Shareholders Meeting, together with its appendices (Exhibit 3);

	4.	Distance voting ballot for the Shareholders Meeting (Exhibit 4).

	5.	Protocol and Justification of Merger of Shares Issued by Linx S.A. into Katrina Participações S.A., followed by merger of Katrina Participações S.A. into TOTVS S.A. (Exhibit 5)

	6.	TOTVS’s Audit Committee opinion issued on October 23, 2020 (Exhibit 6)

	7.	Minutes of TOTVS’s Board of Directors meeting held on October 23, 2020 (Exhibit 7)

Free translations into English of the above-mentioned documents are attached as Exhibits to this Form.

No Offer or Solicitation

This Notice is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to subscribe for or buy shares, nor is it a substitute for any offer materials that TOTVS will, if required, file with the U.S. Securities and Exchange Commission (“SEC”). No offer of securities will be made in the United States except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or pursuant to a waiver therefrom.

Additional Information and where it can be found

In connection with the proposed business combination, TOTVS will file with the U.S. SEC all relevant materials as required by the required by applicable laws and regulations. INVESTORS ARE URGED TO READ THE SCHEDULE TO, REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION ABOUT THE PROPOSED BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOTVS, LINX AND THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS. All documents filed with the SEC that are related to the proposed transaction will be available when filed, free of charge, on the SEC website - www.sec.gov - and also on the TOTVS investor relations website - http://ri.totvs.com/.

Forward-looking Statements

This Notice may contain forward-looking statements. Such statements are not historical facts, and are based on TOTVS’ management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company or the proposed business combination, are intended to identify forward-looking statements. Statements connected to the statement or payment of dividends, the implementation of the key operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends that could affect the Company’s financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of the Management and are subject to a number of risks and uncertainties. There is no guarantee that such expected events, trends or results will actually take place. Such statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

EXHIBIT 1

TOTVS S.A.

A publicly-held Corporation

Corporate Taxpayer Id. (CNPJ/ME) No. 53.113.791/0001-22

Company Registry (NIRE) 35.300.153.171

MATERIAL FACT

TOTVS S.A. (B3: TOTS3) (hereinafter referred to as “TOTVS”) hereby informs that, on this date, an extraordinary general meeting of its shareholders was called to resolve on the proposal to perform a corporate restructuring involving TOTVS, its subsidiary Katrina Participações S.A. (“Katrina”) and Linx S.A. (“Linx” and, jointly with TOTVS and Katrina, referred to as the “Companies”) that was the subject of a Protocol and Justification (“Protocol and Justification”) which, once approved by the shareholders of TOTVS and Katrina, will be submitted to Linx's shareholders, and will result (a) in TOTVS holding all the shares issued by Linx; and (b) in Linx's¹ shareholders receiving (i) one common share issued by TOTVS, adjusted as provided in such Protocol and Justification, for each share issued by Linx that they own on the date the Transaction is consummated, and (ii) R$ 6.20 (six Reais and twenty cents), adjusted pro rata by the variation of the CDI rate, from the sixth month counted from August 14, 2020, considering that on the date the Transaction is consummated the total capital stock of Linx is represented by 179,428,737 (one hundred and seventy-nine million, four hundred and twenty-eight thousand, seven hundred and thirty-seven) common shares, ex-treasury. These amounts are also subject to the adjustments provided for in section 2 of such Protocol and Justification, being proposed that TOTVS's management is to proceed with such adjustments within the limits set forth in the Protocol and Justification, without the need for a new shareholders’ meeting approval.

The call of the shareholders’ meeting of TOTVS, as another important step towards the consummation of the Transaction, among other objectives, meets the expectations of the independent directors of Linx who, in interactions with the management of TOTVS and in public interviews, expressed (an unjustified) fear about the firmness of TOTVS’ proposal and the approval of the Transaction by TOTVS’ shareholders. Therefore, TOTVS’ management, having consulted a number of its main shareholders and in view of the positive opinions received, decided to promptly call the company’s shareholders to express their opinion on the Transaction first, before even submitting the matter to Linx’s shareholders, as TOTVS’ management firmly believes in the benefits that the Transaction will bring to both companies, their shareholders and other stakeholders.

¹This estimate considered that, on the date of consummation of the Transaction, there will be 179,428,737 shares of Linx (considering a total of 189,408,960 shares, excluding 14,125,991 shares in treasury and including 4,145,768 shares resulting from the early vesting of stock option plans and deferred shares). The number of outstanding shares of Linx may vary until the date of consummation of the Transaction.

This new step towards the conclusion of the process of the proposed business combination between TOTVS and Linx is another formal demonstration of the commitment of TOTVS’ management in making progress towards the success of this advantageous business combination.

Accordingly, TOTVS’ management provides a firm response once again and expects to receive a confirmation of this response from its own shareholders in regard to the expectations and comments made by Linx’s independent directors. TOTVS’ management firmly believes that, as publicly expressed by these directors, TOTVS’ proposal will continue to be examined in view of their legal duties and key fiduciary obligations as members of management of a publicly-held company, acting in benefit of all Linx’s shareholders, in a consistent and equanimous manner, and, to this end, promoting a procedure that will allow Linx’s shareholders to vote and choose the best proposal, without the undue coercion already established as illegitimate by the self-regulatory agency, and without the granting of asymmetric benefits to certain shareholders (whose necessary abstention, also established by the Brazilian Securities Commission (Comissão de Valores Mobiliários), does not make them less illegitimate and harmful to all Linx’s shareholders, whose interests TOTVS will always respect and protect, under the Transaction, as TOTVS has always done with its own shareholders).

Once the Transaction is approved by TOTVS’ shareholders, its effectiveness will still be subject to the approval of Linx’s shareholders and Brazilian antitrust authorities, in addition to other conditions listed in the Protocol and Justification (Protocolo e Justificação).

Companies Involved in the Transaction and Activities thereof

1.1. TOTVS.

(a) Identification. TOTVS S.A., a publicly-held corporation incorporated under the laws of Brazil, headquartered in the city of Sao Paulo, State of Sao Paulo (Brazil) at Avenida Braz Leme, 1000, Zip code 02511-000, with Tax Id. (CNPJ/MF) No. 53.113.791/0001-22.

(b) Activities. TOTVS's purpose has been to engage, as it will continue to do so after the Transaction, in the development and implementation of management and productivity platforms specialized in the various segments in which the company operates, maintaining its registration as a publicly-held company.

1.2. Linx.

(a) Identification. Linx S.A., a publicly-held corporation incorporated under the laws of Brazil, headquartered in the city of Sao Paulo, State of Sao Paulo (Brazil), at Avenida Doutora Ruth Cardoso, nº 7221, Cj. 701, Bl. A, room 1, Birmann 21 Building, Zip code 05425-902, registered with Corporate Taxpayer Id. (CNPJ/ME) No. 06.948.969/0001-75.

(b) Activities. Linx's main activities are the provision of infrastructure and hardware services; management, monitoring and storage of data in a cloud environment (i.e., cloud computing); advice and development of computerized systems (software); and the provision of such

systems for the management and automation of business organizations, especially in the retail industry.

1.3. Katrina.

(a) Identification. Katrina Participações S.A., a Brazilian corporation headquartered in the city of Sao Paulo, State of Sao Paulo (Brazil), at Avenida Braz Leme nº 1,000, Block B, 3rd floor, Casa Verde district, Zip code 02511-000, with Corporate Taxpayer Id. (CNPJ/ME) No. 37.896.148/0001-66.

(b) Activities. Katrina is a non-operating company, the purpose of which is to hold interests in other companies or enterprises, and the shares of which are, on this date, fully owned by TOTVS, and which will be extinguished as a result of said Transaction.

Description and purpose of the Transaction

2.1. Description. The Transaction will comprise the following steps:

The transaction ("Transaction") will comprise the following steps:

(a)

Katrina’s capital increase upon issuance of at least one hundred sixty-three million five hundred thousand (163,500,000) new common shares without par value, which shall be fully subscribed and paid-up by TOTVS, in Reais, until the date of consummation of the Transaction (the “Closing Date”), for the total issue price of at least one billion one hundred twenty-five million Reais (R$1,125,000,000.00), of which at least one billion one hundred fifteen million Reais (R$1,115,000,000.00) shall be allocated for the creation of a capital reserve (“Katrina Capital Increase”)

(b)

on the same date, as a subsequent and interdependent act of Katrina’s Capital Increase, a merger of all the shares issued by Linx into Katrina, by their book value, resulting in the issuance by Katrina, to the shareholders of Linx who owned the merged shares (“Linx’s Shareholders”), of common shares and redeemable preferred shares issued by Katrina, provided that for each common share issued by Linx four common shares and one redeemable preferred share issued by Katrina shall be delivered, as set forth in the Protocol and Justification (“Merger of Linx Shares”) for the total issue price of at least six billion sixteen million two hundred forty-five thousand five hundred fifty-one Reais and sixty-one cents (R$6,016,245,551.61), of which at least five billion one hundred nineteen million one hundred one thousand eight hundred sixty-six Reais and sixty-one cents (R$5,119,101,866.61) shall be allocated for the creation of a capital reserve. These amounts are subject to the adjustments provided for in section 2 of the Protocol and Justification, with TOTVS’ management being authorized to make such adjustments within the limits set forth in the Protocol and Justification, without the need for a new shareholders’ meeting approval.

(c)

as a subsequent and interdependent act of the Merger of Linx Shares, there will be a redemption of all the preferred shares issued by Katrina, upon payment, for each preferred share being redeemed, of the Redemption Value, as defined in the Protocol

and Justification (the “Redemption”). Upon Redemption, Katrina’s preferred shares will be cancelled against the capital reserve; and

(d)

on the same date, as a subsequent and interdependent act of the Redemption, which is proposed to be approved in advance with effectiveness subject to the completion of the previous steps, the merger of Katrina into TOTVS for Katrina’s equity book value (already taking into consideration the effects of Katrina’s Capital Increase, the Merger of Linx Shares and the Redemption), with the consequential winding-up of Katrina and succession, by TOTVS, of all Katrina’s properties, rights and obligations, with the consequent migration of Linx’s Shareholders to become TOTVS’s shareholders (“Merger of Katrina”). After the Transaction is consummated, Linx will preserve its own existence as a legal entity, keeping also its shareholders' equity, and no legal succession will take place.

The completion of the Merger of Linx's Shares, the Redemption and the Merger of Katrina will depend on the following acts ("Corporate Approvals"), which, to the exception of the extraordinary general meeting of TOTVS, already called, should tentatively take place on the same date:

(a)

extraordinary general shareholders meeting of Linx to, in the following order, (i) confirm that the provisions of Article 43 of Linx's Bylaws will not be applicable to the Transaction, in the sense that it will not be required to perform the mandatory tender offer to acquire Linx's shares as provided for therein; (ii) approve the Protocol and Justification; (iii) approve the Transaction; and (iv) authorize the subscription, by its managers, of the new shares to be issued by Katrina;

(b)

extraordinary general shareholders meeting of Katrina to, in the following order, (i) approve Katrina's Capital Increase; (ii) approve the Protocol and Justification; (iii) ratify the appointment of auditors Deloitte Touche Tohmatsu Consultores Ltda. (“DTT”) to perform the appraisal and determine the market value of the shares issued by Linx to be merged into Katrina, already considering the effects of the Katrina's Capital Increase (“Linx Shares Appraisal Report”); (iv) approve the Linx Shares Appraisal Report of Linx's Shares; (v) approve the creation of a new class of preferred shares; (vi) approve the Merger of Linx's Shares; (vii) approve the capital increase to be subscribed and paid in by Linx's managers, with the consequent amendment to its bylaws; (viii) approve the Redemption, with the consequent amendment to its bylaws; (ix) approve the Merger of Katrina into TOTVS; and (x) authorize the subscription, by its managers, of the new shares issued by TOTVS; and

(c)

extraordinary general shareholders meeting of TOTVS, called on this date, to, in the following order, (i) examine, discuss and approve the Protocol and Justification, as proposed by TOTVS management to be subsequently submitted to Linx's shareholders; (ii) ratify the appointment of the specialized auditing company Ernst & Young Auditores Independentes S.S. (“EY”), as responsible for preparing the appraisal report of Katrina shareholders' equity to be considered for the Merger of Katrina into TOTVS, as an act subsequent to the merger of Linx's shares into Katrina and the Redemption referred to in the Protocol and Justification (the “Katrina Appraisal Report”); (iii) approve Katrina Appraisal Report; (iv) approve the

proposed Transaction under the terms of the Protocol and Justification, the consummation of which will be subject to its subsequent approval by Linx's shareholders and by the Brazilian antitrust authorities, and to the other conditions as provided for in section 3.1 of the Protocol and Justification; (v) approve, once the merger of Katrina is completed, the increase of TOTVS's capital stock by issuing 179,428,737 (one hundred and seventy nine million, four hundred and twenty eight thousand and seven hundred and thirt seven) new common shares for the total issue price of R$4,910,209,947.18 (four billion, nine hundred and ten million, two hundred and nine thousand, nine hundred and forty-seven reais and eighteen cents)², of which R$738,832,883.03 is allocated to the capital stock and the amount of R$4,171,377,064.16 was destined to the formation of a capital reserve, pursuant to the provisions of Article 182, Paragraph 1, 'a' of Law 6,404/76, all to be subscribed and paid in by Katrina's managers, for the benefit of its shareholders, with the consequent amendment to Article 5 of the TOTVS’ bylaws; and (vi) approve the investment by TOTVS in Katrina, in an amount sufficient to pay the Redemption Value (as defined in the Protocol and Justification) in the amount of at least R$1,125,000,000 (one billion, one hundred and twenty-five million Reais), adjusted as provided for in section 2 of the Protocol and Justification, upon the subscription of new shares, with the TOTVS’ management being authorized to make such adjustments within the limits set for therein, and for that purpose a new authorization by a meeting will not be required.

After all such corporate approvals, the Transaction will be consummated, and the shares issued by Linx will no longer be traded, within a maximum period of 10 business days from the implementation of the following conditions: (i) approval of the Transaction by CADE (the Brazilian Antitrust Agency); (ii) effectiveness of TOTVS’s registration statement on form 4 with the SEC (“Form F-4”) for the purpose of calling, performing, and approving the Transaction by the corresponding General Shareholders' Meeting of Linx; (iii) confirmation by Linx or by TOTVS, as the case may be, of the obligations to maintain the normal course of business, and other obligations, and the absence of a Material Adverse Change, as provided for in the Protocol and Justification; (iv) confirmation, by Linx or by TOTVS, as the case may be, of the veracity and accuracy in all its relevant aspects of the representations and warranties provided in the Protocol and Justification, being the sole responsibility of the other party, at its sole discretion, to expressly waive the confirmation of one or another representation; (v) (i) Linx shall have obtained the third-party consents for agreements which the early maturity would result in an amount equal to or higher than fifty million Reais (R$50,000,000.00), individually or in the aggregate; (ii) nonexistence of obligations that excee fifty million Reais (R$50,000,000.00), individually or in the aggregate, which may have their early maturity or other applicable penalties declared as a result of the Transaction (“Obligations Subject to Early Maturity”); (iii) settlement, by Linx, of all Obligations Subject to Early Maturity, in full and without any future obligations for Linx as a result of such settlement; or (iv) availability of cash at Linx, in an amount corresponding to at least 100% of the amount required to settle all Obligations Subject to Early Maturity (including any applicable penalties); (vi) absence of any law or order issued or enacted by a competent

² Katrina's equity value corresponding to the interest of Linx's shareholders after the Merger of Linx's Shares into Katrina and the Redemption.

governmental authority, court, judicial authority or arbitration panel that could prevent the Transaction to be consummated; and (vii) compliance by the parties of the corresponding relevant obligations under the Protocol and Justification.

2.1.1. The Companies will disclose a new "Material Fact" on the date the Transaction is consummated.

2.2. Purpose of the Transaction. The purpose of the Transaction is to merge Linx into TOTVS with Linx becoming a wholly-owned subsidiary of TOTVS, and as a result thereof Linx's Shareholders will receive, for each share issued by Linx that they own on the date the Transaction is consummated, (i) one common share issued by TOTVS, adjusted as provided for in the Protocol and Justification, in addition to (ii) R$ 6.20 (six Reais and twenty cents), adjusted pro rata by the CDI rate variation starting from the sixth month counted from August 14, 2020 and adjusted as provided for in the Protocol and Justification.

Key benefits, costs and risks of the Transaction

3.1. Key Benefits. The operation aims to create a reference company in the software and technology market, with extensive capillarity and extensive experience in several business verticals, capable of extracting value from the operating and financial synergies resulting from such combination. In the view of TOTVS, the following strategic attributes make the Transaction meritorious for the shareholders of both Companies:

The combination of said Companies would create the largest software and technology company in Latin America with shares listed on the stock exchange, supported by a solid financial and cash generation performance. Its competitive position, as well as its scale of business, would turn the combined company into the fittest candidate to lead the growing market for cloud-based SaaS solutions in Brazil.
Such combination of Companies would result in a complete software platform with complementary capabilities, able of generating revenue synergies in the following dimensions:

Management - Linx would gain access to TOTVS's wide distribution network and expand its presence in management systems, benefiting from the distribution model based on regional branches, franchises and partnerships. In addition to gaining more ability to attract new clients and customers, the products of the Linx Core family, such as PoS, CRM, NFe and connectivity solutions also have business and technological appeal to a large part of TOTVS's current client base, indicating a high potential for synergies revenue. On the other hand, Linx's relevant presence in the retail channels would be complementary to TOTVS's portfolio, creating a potential to generate incremental sales, especially in products such as HR solutions, productivity tools, management systems (ERP) and credit solutions.
Techfin - The combination of products belonging to the Linx Pay Hub and TOTVS's B2B credit platform would result in a complete Techfin ecosystem,

capable of penetrating a wide range of sectors and clients/customers. The combined portfolio would include, among others, B2B credit, payroll loans, EFT, virtual gateway and digital payment systems.
Business Performance - Acceleration of TOTVS's digital products strategy, adding Linx's extensive portfolio of digitalization solutions. The combination of such Companies would create a one-stop-shop platform to serve clients and customers of different sizes in their omnichannel transformation journeys and implementation of integrated e-commerce systems. By expanding their digital capabilities, the resulting combined company would achieve greater relevance to its client/customer base and expand its possibilities for future growth.
Big Data - The combination of such two companies would create one of the most sophisticated data lakes among Brazilian companies, able of accelerating the achievement of synergies and particularly developing digital products in the Business Performance and Techfin segments. In the view of TOTVS, when implementing monetization strategies, such combined company could convert their solid databases into actionable insights for the business, with a potential positive impact on new revenues and sales efficiency.

In addition to potential revenue synergies, TOTVS believes that it will achieve significant synergies in costs and expenses from the integration of both Companies' operations. The resulting company, taking advantage of the scalability of its business, would be able to leverage economies of scale and explore efficiency gains in the following dimensions:

General & Administrative Expenses - In TOTVS's view, there is ample room for efficiency gains through the rationalization of shared services, especially by eliminating duplicate structures. In addition, the resulting company would have greater potential to explore more favorable contracts for purchases and services, with an impact on its direct and indirect costs.
Sales & Marketing - Due to the nature of their product portfolios, the combination between said Companies will allow greater efficiency in sales by distributing highly complementary software solutions to the same client/customer base. The restructuring of Linx's sales channels, integrating them into TOTVS's distribution network, represents an opportunity to capture potential synergies in expenses and reduce the combined costs.
Research & Development - TOTVS expects to achieve reduced costs in aspects such as information technology, systems maintenance and expenses connected to technology infrastructure. In TOTVS’ view, it is possible to reorganize the technology areas to achieve significant savings by consolidating duplicate systems, combining software development structures and eliminating redundant tools, among other measures.

Service Implementation - Currently, a substantial portion of TOTVS' distribution and support activities are carried out through franchisees and outsourced partners. On the other hand, Linx's sales operations are still mainly based on its own teams to implement and distribute its solutions. Such asymmetry is potentially addressable through the integration of Linx's channels into TOTVS's structure, creating a cost-efficient business and service network with broader reach.

The Transaction, in addition to revenue and cost synergies, has the potential to generate amortized goodwill from the acquisition of Linx's assets by TOTVS in the course of its business plans. This factor contributes to the consolidation of a more efficient corporate structure.
TOTVS has extensive experience in creating value from acquisitions of software companies, a key aspect to reduce integration risks and capture potential upsides of the Transaction. TOTVS's integration model consists of four main value levers: increasing cross-selling, agile integration of the product portfolio, exploring cost synergies and reducing the churn rate to a minimum.

Favorable History of Acquisitions - Over the past few decades, TOTVS has accredited itself as one of the most successful Brazilian companies to perform an inorganic growth strategy through acquisitions. The model adopted has been able of delivering remarkable results to TOTVS’ shareholders in terms of creating value and synergies. TOTVS's executive officers were personally involved in some of the most iconic transactions in the Brazilian software market, including the acquisitions of Supplier, Datasul, RM Sistemas and Logocenter.

Reduced Integration Risks - TOTVS and Linx share similar growth stories, with similar business strategies, based on the creation of complete ecosystems based on their products and services. In TOTVS's view, such factors considerably reduce integration risks, transition costs and other potential friction points. Both companies have built up a significant share of their software portfolios through intense M&A activity, integrating new talents and expanding their ecosystems. Moreover, in TOTVS's view the fact that the two Companies are listed on the Novo Mercado brings advantages in a potential combination of corporate structures, opening space for a more fluid integration process.

Taking into account the factors shown above, the Business Combination Transaction with Linx is consistent with TOTVS's strategy to create value for its shareholders, strengthening a sustainable competitive position in our markets.

3.2. Costs of the Transaction. The managements of both Companies estimate that the costs of carrying out the Transaction will be of approximately R$ 30.5 million, including expenses with publications, auditors, appraisers, lawyers and other professionals hired to assist in the transaction.

3.3. Risks of the Transaction. With this Transaction TOTVS seeks to integrate its own businesses with Linx's businesses and take advantage of the synergies achieved with such integration. Such integration process can result in difficulties of an operational, business, financial, contractual and technological nature, which could mean that the expected synergies would not be achieved, that losses might occur, or TOTVS may incur unforeseen expenses. In addition, measures aimed at integrating both companies may divert the management's attention from existing businesses. For this reason, TOTVS may not be able to successfully implement the integration of Linx, or to achieve the expected returns on investments connected to the Transaction, which may adversely affect TOTVS.

Part of the consolidated revenue and the result of TOTVS will come from Linx. Any future negative financial result of Linx may affect TOTVS's financial result.

The market value of TOTVS's Shares at the time the Transaction is consummated may vary significantly as regards the price of shares existing on the date the Transaction was proposed by TOTVS's management to Linx's management. The change in stock prices can occur as a result of a variety of factors that are beyond the control of Companies including changes in their business, operations and projections, schedule and regulatory issues, general market and economic conditions as well as those connected to the industry.

There are also risks regarding the implementation of the Transaction itself, as it is still subject to approval by Linx shareholders and the verification of certain suspensive conditions that, ultimately, are beyond the control of Companies, such as, for example, approval by the Brazilian antitrust authorities.

Share exchange ratio and criteria to determine it

4.1. In the Merger of Linx's Shares: Linx's shareholders will receive four common shares and one redeemable preferred share issued by Katrina for each of Linx's common share that they own on the date the Transaction is consummated, resulting in the total issue by Katrina of 897,143,685 shares, all of them being registered shares with no par value, of which 717,714,948 will be common shares and 179,428,737 will be redeemable preferred shares.

4.2. In the Merger of Katrina: Linx's Shareholders will receive one common share of TOTVS for each set of four common shares of Katrina owned by them on the date on which the Transaction is consummated, resulting in the total issue, by TOTVS, of 179,428,737 common shares, all of them being registered shares with no par value.

4.3. Criteria. The exchange ratio was proposed by the management of TOTVS based on several aspects, including the respective market values of the Companies; the historically exchange ratio between the Companies; the potential synergies from a business combination; the valuation of the Companies using the Enterprise Value divided by EBITDA; a discounted cash flow analysis, among other methodologies. A fairness opinion was issued to the Board of Directors of TOTVS confirming that such exchange ratio is fair.

The redemption value of Katrina's preferred shares and the number of TOTVS shares to be transferred to Linx shareholders after the Transaction were determined in a way that Linx’s

shareholders will receive, for each 1 share issued by Linx, 1 share issued by TOTVS plus R$6.20 in cash.

This payment structure allows Linx's shareholder, at its discretion, the opportunity to remain a shareholder and participate in the benefits of potential synergies resulting from the business combination with TOTVS. As described in the Material Fact published on October 8, 2020, the business combination may generate operating synergies currently estimated at a net present value of approximately R$ 3.2 billion.

Transaction to be Submitted to Brazilian and Foreign Authorities

5.1. The consummation of the Transaction will be subject to approval by CADE in Brazil, in addition to the effectiveness of the registration statement (“Form F-4”) filed by TOTVS with the SEC for purposes of calling, holding and approving the Transaction at the Linx’s general shareholders’ meeting. Aiming to keep the market and its shareholders informed, the Companies will disclose “Notices to the Market” when the main steps required for the Transaction to be approved by CADE and registered with the SEC occur.

Right of Withdrawal and Amount of Reimbursement

6.1. Right of Withdrawal in the Acquisition of Linx's Shares. Shareholders who dissent from the resolution that may approve the Acquisition of Linx's Shares and who express their intention to withdraw from Linx within 30 days counted from the date of publication of the minutes of Linx's extraordinary general meeting that approves the Acquisition of Linx's Shares, under the provisions set forth in article 230 of Brazilian Law No. 6,404/76, will be entitled to be reimbursed for Linx's shares that they own, due to the proven and uninterrupted ownership of Linx's shares, from the date of the first publication of the call notice for the meeting, or on the date the corresponding material fact is released on such resolution, if released prior to the meeting. The amount to be paid as a refund will correspond to the amount of the shareholders' equity of Linx's share, calculated based on the last approved balance sheets of Linx (on such date, and also on those prepared on December 31, 2019 and approved at the annual general shareholders' meeting held on April 30, 2020), which corresponds to R$9,45 per share, without prejudice to the right of preparing a special balance sheet.

6.2. When Linx's general shareholders' meeting is called to resolve on the Transaction, the companies will present, in addition to the documentation that is being submitted to TOTVS's general shareholders' meeting called for November 27, 2020, Appendix 20 to the CVM Instruction 481/09, which will detail and update the information regarding the reimbursement to be eventually paid to Linx's dissenting shareholders.

6.3. Right of Withdrawal in the Acquisition of Katrina. As TOTVS will be the sole shareholder of Katrina on the date of Katrina's extraordinary general meeting that decides on its merger into TOTVS, there is no need to talk about dissenting shareholders or the right of withdrawal as a result of this stage of the Transaction.

Share exchange ratio pursuant to Article 264 of the Brazilian Corporations Act

7.1. As TOTVS and Linx are independent parties, there is no need to talk about applying the provisions of Article 264 of Brazilian Law No. 6,404/76 (the Brazilian Corporations Act).

Additional relevant information

8.1. In the event that the Panel of CADE may (i) impose restrictions as a condition precedent for approving the Transaction and, after making their best efforts, TOTVS and Linx are unable to meet the requirements of such restrictions, or (ii) may disapprove the Transaction, Linx may consider the Transaction as terminated and will be entitled to receive from TOTVS, as liquidated damages for losses and damages, the amount of R$100,000,000 (one hundred million Reais), payable in the local currency of Brazil in a single cash installment, within 30 days from Linx's notice sent to TOTVS accordingly, and Linx may not require any additional amount due to the non-consummation of the Transaction, as provided for in the sole paragraph of article 416 of the Brazilian Civil Code.

8.2. Except for the provisions of section 8.1 above, if the Transaction is not consummated within 18 months counted from the date of its execution, once the Transaction is approved by the shareholders of both TOTVS and Linx, and such delay is due to fault or intent of either TOTVS or Katrina on the one hand, or Linx on the other hand, or even due to fault or intent of their corresponding managements, in which case the other company that is not responsible for such delay may, at its sole discretion, (i) extend the 18-month period hereby agreed to allow the Transaction to be consummated; or (ii) consider the Transaction as terminated, becoming entitled to receive, as liquidated damages for losses and damages, the amount of R$ 150,000,000, payable in the Brazilian local currency in cash and in a single installment, within 30 days from the notice sent for that purpose, and the other Party will not be entitled to require any additional amount due to the non-consummation of the Transaction, as provided for in the sole paragraph of Article 416 of the Brazilian Civil Code.

8.3. Either party may remedy or cause non-compliance with any of the obligations under the Protocol and Justification to be remedied within up to 30 days from the date on which a notice is sent by the other party to do so.

8.4. Also, for clarification purposes, the payment by Linx of the penalty referred to in section 7.1 of the Protocol and Justification will result in the option by of TOTVS and its managers to, in its sole discretion, not proceeding with the Transaction, even if, after the Transaction is approved by the shareholders of TOTVS at a general meeting, if TOTVS exercises such right, the Protocol and Justification and the corresponding approval thereto will cease to take effect, without any indemnity or payment of losses being payable by each party to each other.

8.5. If, as of this date, Linx makes any distribution of dividends or interests on equity, the amount to be paid to Linx's Shareholders as a result of the Redemption will be reduced proportionately considering such distributions.

8.6. It will be responsibility of TOTVS's managers to perform all actions necessary to effectively implement the merger of Katrina into TOTVS, including the cancellation of Katrina's registration with the competent federal, state and municipal authorities of Brazil, as well as the maintenance of Katrina's accounting books for the term required by law.

8.7. The Protocol and Justification and the appraisal reports will remain available to the shareholders of the Companies at their corresponding head offices as of this date, on the TOTVS Investor Relations website (http://ri.totvs.com.br), as well as on the websites of the Brazilian Securities and Exchange Commission (http://www.cvm.gov.br) and B3 - Brasil, Bolsa, Balcão (http://www.b3.com.br).

8.8. For further clarification, please contact TOTVS's Investor Relations Department.

Sao Paulo (SP, Brazil), October 27, 2020.

Gilsomar Maia Sebastião

Chief Financial and

Investor Relations Officer

Investor Relations

Phone: (+55 11) 2099-7773/7097/7089/7105

ri@totvs.com.br | http://ri.totvs.com/en

Absence of Offer or Request

This Notice of Material Fact is for informational purposes only and does not constitute an offer to sell or a request to subscribe or purchase shares, nor does it replace any offer material that TOTVS will, if necessary, file with the SEC. No offer of securities will be made in the United States, except by means of a prospectus that meets the requirements of Section 10 of the US Securities Act of 1933, or based on the waiver provided for therein.

Additional Information and where it can be found

With respect to the proposed transaction, TOTVS will file with the SEC all relevant documents as required by the corresponding applicable laws and regulations. INVESTORS ARE RECOMMENDED TO READ CAREFULLY AND FULLY THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOTVS, LINX, THE PROPOSED TRANSACTION AND RELATED MATTERS. All documents filed with the SEC connected to the proposed transaction will be available when filed, free of charge, on the SEC website - www.sec.gov - and on TOTVS's investor relations website - http://ri.totvs.com/.

Forward-looking Statements

This Notice of Material Fact may contain forward-looking statements. Such statements are not historical facts and are based on the management's current view and estimates of future

economic circumstances, industry conditions, company performance and financial results. The words "anticipate", "believe", "esteem", "expect", "plan" and similar expressions, with respect to the company or the Transaction, are intended to identify forward-looking statements. Statements connected to the declaration or payment of dividends, the implementation of the key operating and financial strategies and capital expenditure plans, the direction of future operations and the factors or trends that affect the financial condition, liquidity or results of operations, are examples of forward-looking statements. Such statements reflect the management's current views and are subject to a number of risks and uncertainties. There is no guarantee that the events, trends or expected results will actually happen. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions and operating factors. Any changes in such assumptions or factors could cause actual results to differ substantially from current expectations.

EXHIBIT 2

TOTVS SA
A publicly-held Corporation
Corporate Taxpayer Id. (CNPJ) No. 53.113.791/0001-22

Meeting Notice

Extraordinary General Meeting

The shareholders are hereby invited to meet at the Extraordinary General Meeting (“EGM”) of TOTVS S.A. (the "Company"), which will be held on November 27, 2020, at 10:00 a.m., at the Company's headquarters located at Avenida Braz Leme, 1000, Block A, 1st floor, Espaço Arena, offices 7 and 8, Casa Verde district, city of São Paulo, State of São Paulo, Brazil, Zip code 02511-000, with the following agenda:

(a)

examining, discussing, and approving the Protocol and Justification for the Acquisition of the shares of Linx S.A. (“Linx”) by Katrina Participações S.A. (“Katrina”), a corporation whose shares are, on this date, wholly owned by the Company, followed by the acquisition of Katrina by the Company, as proposed by the Company's management which will then be submitted to Linx's shareholders/partners (“Protocol and Justification”) (“Transaction”);

(b)

ratifying the appointment of the specialized auditing company Ernst & Young Auditores Independentes S.S. to prepare the Appraisal Report of Katrina’s Shareholders’ Equity to be considered for the acquisition of Katrina by the Company, as an act subsequent to the acquisition of Linx's shares by Katrina and to the Redemption referred to in the Protocol and Justification (the “Appraisal Report”);

(c)

approving the Appraisal Report;

(d)

approving the proposed Transaction under the terms of the Protocol and Justification, the consummation of which will be subject to its subsequent approval by Linx's shareholders and by the Brazilian antitrust authorities, also complying with the other conditions provided for in section 3.1 of the Protocol and Justification;

(e)

approving, once the acquisition of Katrina is consummated, the increase in the Company's capital stock through the issuance of new common shares, to be subscribed and paid in by Katrina's management, to the benefit of its shareholders at the time, with the consequent amendment to the caption of Article 5 of the Company's Bylaws, as detailed by the Management’s proposal.

(f)

approving the investment by the Company in Katrina, in an amount sufficient to pay the Redemption Amount (as defined in the Protocol and Justification), with the adjustments provided for in section 2 of the Protocol and Justification, upon the subscription of new shares, and the Company's management are hereby authorized to make the referred revisions within the limitations set forth therein, and for that purpose a new authorization by a meeting will not be required;

(g)

increasing the authorization limit for capital increase regardless of any amendment to the Bylaws to R$4,500,000,000.00 (four billions and five hundred million Reais), with the consequent amendment to the caption of Article 6 of the Company's Bylaws.

(h)

giving the due consent to the Company's managers to perform all actions required to complete the Transaction.

The events described in paragraphs (a) a to (f) of this meeting notice are reciprocally interdependent legal transactions, such that an action will not be effective if the remaining actions are not effective. Accordingly, if the EGM approves one of the topics contained in paragraphs (a) to (f), but rejects another topic contained in one of such items, the items approved will not take effect.

Pursuant to article 10, paragraph 5 of the Company's Bylaws, Shareholders are requested to submit, at least 48 (forty-eight) hours in advance of the scheduled Meeting date, in addition to the identification document and/or relevant corporate actions that prove legal representation, as the case may be: (i) proof issued by the bookkeeping entity, no later than five days before the scheduled Meeting date; (ii) the instrument of power of attorney; and/or (iii) as regards those Shareholders taking part in the fungible custody of registered shares, a statement showing the corresponding shareholding, issued by the competent body. A shareholder that wishes to do so may choose to exercise his/her/its voting right by the remote voting system, pursuant to CVM Instruction No. 481/09, by sending the corresponding distance voting ballot through their corresponding custodians or directly to the Company, according to the guidelines contained in section 12.2 of the Company's Reference Form (except for the signature notarization, as explained in the paragraph hereinbelow) and the Management Proposal for the corresponding Meeting.

Considering the current guidelines of the Brazilian Ministry of Health and the Government of the State of Sao Paulo (Brazil) to prevent and control infections by the new Coronavirus (COVID-19), the Company suggests to its shareholders that, if possible, preference is given to the use of the Distance Voting Ballot to take part in the Extraordinary General Meeting hereby called. The Company hereby also informs that it will accept, exceptionally for this General Meeting, as a way to facilitate the participation of its remote shareholders, instruments of powers of attorney and distance voting ballots without any certified signature, notarization or consularization being required. Copies of the documents to be discussed at the Company's Meeting convened hereby, including those required by CVM Instruction 481/09, are available to the Shareholders whether at the Company's headquarters, on its Investor Relations website (http://ri.totvs.com), as well as on the corresponding websites of the CVM (Brazilian Securities and Exchange Committee) and B3 stock exchange.

São Paulo, October 27, 2020.

LAÉRCIO JOSÉ DE LUCENA COSENTINO
Chairman of the Board of Directors

EXHIBIT 3

APPENDIX I

INFORMATION ON THE TRANSACTION

(Appendix 20-A of ICVM Standard 481)

EXHIBIT I - INFORMATION ON THE MERGER
(according to Exhibit 20-A of CVM Instruction No. 481/09)

1. Protocol and Justification of the transaction, pursuant to articles 224 and 225 of Brazilian Law No. 6,404 of 1976.

The Protocol and Justification (“Protocol and Justification”) for the Merger of the shares of Linx S.A. (“Linx”) by Katrina Participações S.A. (“Katrina”), followed by the acquisition of Katrina by TOTVS S.A. (“TOTVS” or “Company”), proposed by the management of TOTVS and to be submitted to the shareholders/partners of the companies involved is found in Exhibit I.1 to this Proposal.

2. Other agreements, contracts and precontracts governing the exercise of the right to vote or the transfer of shares of existing companies or companies resulting from the transaction, filed with the Company's headquarters or to which the controlling shareholder of the company is a party.

None.

3. Description of the transaction, including:

a. Terms and conditions

The transaction ("Transaction") will comprise the following steps:

(a)

increase of the capital stock of Katrina by issuing at least 163,500,000 new common, registered shares with no par value, which will be fully subscribed and paid up by TOTVS, in the Brazilian legal currency until the date of consummation of the Transaction, for the total issue price of R$1,125,000,000, of which R$1,115,000,000 will be allocated to create the capital reserve ("Katrina's Capital Increase");

(b)

on the same date, as a subsequent and interdependent act of Katrina's Capital Increase, all shares issued by Linx will be acquired by Katrina, for their economic value, resulting in the issuance, by Katrina, in favor of Linx's shareholders who own the acquired shares (“Linx's Shareholders”), of redeemable common and preferred shares issued by Katrina, and for each common share issued by Linx, four common shares and one redeemable preferred share issued by Katrina will be delivered, as provided for in the Protocol and Justification ("Acquisition of Linx's Shares") for the total issue price of at least R$6,016,245,551.61, of which at least R$ 5,119,101,866.61 will be allocated to create a capital reserve. These amounts are subject to the adjustments provided for in section 2 of the Protocol and Justification, with the TOTVS’ management being authorized to make the said adjustments within the limits set forth in the Protocol and Justification, without the need for a new consent to be given in a meeting;

(c)

on the same date, as a subsequent and interdependent act of the Merger of Linx's Shares, all preferred shares issued by Katrina will be redeemed, with the payment of the Redemption Amount for each one redeemed preferred share issued by Katrina,

also subject to the adjustments provided for in section 2 of the Protocol and Justification, with the TOTVS’ managers being authorized to make the said adjustments within the limits set forth in the Protocol and Justification, without the need for a new consent to be given in a meeting (the “Redemption”). Once they are so redeemed, Katrina's preferred shares will be canceled against the capital reserve; and

(d)

as a subsequent and interdependent act of the Redemption, which is proposed to be approved now, with effectiveness subject to the completion of the previous steps, the acquisition of Katrina by TOTVS of Katrina's shareholders' equity (already considering the effects of the Katrina Capital Increase, the Acquisition of Linx's Shares, and the Redemption), with the consequent extinction of Katrina and succession, by TOTVS, of all its assets, rights and obligations, and Linx's Shareholders will then become shareholders of TOTVS (“Merger of Katrina”).After the Transaction is consummated, Linx will preserve its own existence as a legal entity, keeping also its shareholders' equity, and no legal succession will take place.

The completion of the Acquisition of Linx's Shares, the Redemption and the Acquisition of Katrina will depend on the following acts ("Corporate Approvals"), which, to the exception of the extraordinary general meeting of TOTVS already called, should tentatively take place on the same date:

(a)

extraordinary general meeting of Linx to, in the following order, (i) confirm that the provisions of Article 43 of Linx's Bylaws will not be applicable to the Transaction, in the sense that it will not be required to perform the public offer to acquire Linx's shares as provided for therein; (ii) approve the Protocol and Justification; (iii) approve the Transaction; and (iv) authorize the subscription, by its administrators, of the new shares to be issued by Katrina;

(b)

extraordinary general meeting of Katrina to, in the following order, (i) approve Katrina's Capital Increase; (ii) approve the Protocol and Justification; (iii) ratify the appointment of auditors Deloitte Touche Tohmatsu Consultores Ltda. (“DTT”) to perform the appraisal and determine the market value of the shares issued by Linx to be acquired by Katrina, already considering the effects of the Katrina's Capital Increase (“Linx's Shares Appraisal Report”); (iv) approve the Appraisal Report of Linx's Shares; (v) approve the creation of a new class of preferred shares; (vi) approve the Acquisition of Linx's Shares; (vii) approve the capital increase to be subscribed and paid in by Linx's managers, with the consequent amendment to its bylaws; (viii) approve the Redemption, with the consequent amendment to its bylaws; (ix) approve the Acquisition of Katrina by TOTVS; and (x) authorize the subscription, by its managers, of the new shares issued by TOTVS; and

(c)

TOTVS extraordinary general meeting called on this date, to, in the following order, (i) examine, discuss and approve the Protocol and Justification as proposed by the TOTVS’ management to be subsequently submitted to Linx's shareholder; (ii) ratify the appointment of the specialized audit company Ernst & Young Auditores Independentes S.S. (“EY”) to prepare the appraisal report of Katrina's shareholders' equity to be considered for the Acquisition of Katrina by TOTVS as an act subsequent to the Acquisition of shares Linx by Katrina and the Redemption referred to in the Protocol and Justification (“Katrina’s Appraisal Report”); (iii) approve the Katrina’s

Appraisal Report; (iv) approve the proposed Transaction under the terms of said Protocol and Justification, the consummation of which will be subject to its subsequent approval by Linx's shareholders and by the Brazilian antitrust authorities, and to the other conditions provided for in section 3.1 of the Protocol and Justification; (v) to approve, once the Acquisition of Katrina is completed, the increase of TOTVS’ capital stock by issuing 179,428,737 (one hundred and seventy nine million, four hundred and twenty eight thousand and seven hundred and thirt seven) new common shares for the total issue price of R$4,910,209,947.18 (four billion, nine hundred and ten million, two hundred and nine thousand, nine hundred and forty-seven Reais and eighteen cents)¹, of which R$738,832,883.03 was allocated to capital and the amount of R$4,171,377,064.16, to be subscribed and paid in by Katrina's management, to the benefit of its shareholders, with the consequent amendment of Article 5 of the TOTVS’ Bylaws; and (vi) approve the investment by TOTVS in Katrina, in an amount sufficient to pay the Redemption Amount (as defined in the Protocol and Justification the Protocol and Justification, upon the subscription of new shares, with TOTVS’ management being authorized to make such adjustments within the limits set for therein, and for that purpose a new authorization by a meeting will not be required.

After all such corporate approvals, the Transaction will be consummated, and the shares issued by Linx will no longer be traded, within a maximum period of 10 business days from the implementation of the following conditions: (i) approval of the Transaction by CADE (the Brazilian Antitrust Agency); (ii) the corresponding registration statement is issued by SEC as it was filed by TOTVS (“Form F-4”) with the SEC for the purpose of calling, performing, and approving the Transaction by the corresponding General Shareholders' Meetings of Linx, Katrina, and TOTVS; (iii) checking the compliance by Linx or by TOTVS, as the case may be, of the obligations to maintain the normal course of business, and other obligations, and the absence of a Material Adverse Change, as provided for in the Protocol and Justification; (iv) confirmation, by Linx or by TOTVS, as the case may be, of the veracity and accuracy in all its relevant aspects of the statements provided in the Protocol and Justification, being the sole responsibility of the other party, at its sole discretion, to expressly waive the confirmation of one or another statement; (v) (i) obtention, by Linx, of the third parties' consents provided for in its contracts currently in force, whose early maturity resulting from the Transaction ends up in an amount equal to or greater than R$ 50,000,000 (fifty million Reais), whether individually or in the aggregate, (ii) absence of obligations in an amount higher than R$ 50,000,000 (fifty million Reais), whether individually or in the aggregate, which may have their early maturity declared (or other incident penalties) as a result of the Transaction (hereinafter referred to as “Obligations Subject to Early Maturity”); or (iii) settlement, by Linx, of all Obligations Subject to Early Maturity, in their entirety and without any future obligations to Linx as a result of such settlement; or (iv) existence of cash, at Linx, in an amount corresponding to at least 100% of the amount necessary to settle all Obligations Subject to Early Maturity (including any penalties); (vi) absence of any kind of law or order issued or enacted by a competent governmental authority, court, judicial authority or arbitration panel that could prevent the Transaction to be consummated; and

¹ Katrina's equity value corresponding to the interest of Linx's shareholders after the Merger of Linx's Shares into Katrina and the Redemption.

(vii) compliance by the parties of the corresponding relevant obligations under the Protocol and Justification.

b. Potential obligations to compensate: (i) managers of any of the companies involved; (ii) if the transaction does not materialize.

There is no obligation to indemnify the managers of any of the companies involved.

In the event that the Panel of CADE may (i) impose restrictions as a condition precedent for approving the Transaction and, after making their best efforts, TOTVS and Linx are unable to meet the requirements of such restrictions, or (ii) may disapprove the Transaction, Linx may consider the Transaction as terminated and will be entitled to receive from TOTVS, as liquidated damages for losses and damages, the amount of R$ 100,000,000 (one hundred million Reais), payable in a cash lump sum in the local currency, within 30 days from Linx's notice to TOTVS accordingly, in which case Linx may not require any additional amount due to the non-consummation of the Transaction, as provided for in the sole paragraph of article 416 of the Brazilian Civil Code.

Except for the provisions of the paragraph above, if the Transaction is not consummated within 18 months counted from the date of its execution, once the Transaction is approved by the shareholders of both TOTVS and Linx, and such delay is due to fault or intent of either TOTVS or Katrina on the one hand, or Linx on the other hand, or even due to fault or intent of their corresponding managements, in which case the other company that is not responsible for such delay may, at its sole discretion, (i) extend the 18-month period hereby agreed to allow for the completion of the Transaction; or (ii) consider the Transaction as terminated, becoming entitled to receive, as liquidated damages for losses and damages, the amount of one hundred fifty million Reais (R$ 150,000,000), payable in a cash lump sum in the local currency within 30 days from the notice sent for that purpose, and the other Party will not be entitled to require any additional amount due to the non-consummation of the Transaction, as provided for in the sole paragraph of Article 416 of the Brazilian Civil Code. Either party may remedy or cause non-compliance with any of the obligations under the Protocol and Justification to be remedied within up to 30 days from the date on which a notice is sent by the other party to do so. Also, for clarification purposes, the payment by Linx of the penalty referred to in section 7.1 of the Protocol and Justification will result in the option by of TOTVS and its managers to, in its sole discretion, not proceeding with the Transaction, even if, after the Transaction is approved by the shareholders of TOTVS at a general meeting, if TOTVS exercises such right, the Protocol and Justification and the corresponding approval thereto will cease to take effect, without any indemnity or payment of losses being payable by each party to each other.

c. Comparative table of the rights, benefits and restrictions of the shares of the companies involved or arising from the transaction, before and after the transaction

Please see below the rights, benefits and restrictions attributed to the shares of TOTVS and Linx, before and after the intended restructuring, which will preserve the same rights and advantages in force today, namely:

TOTVS:

Right to dividends:	The shares guarantee their holders the right to the mandatory dividend, in each fiscal year, equivalent to 25% of the adjusted net profit, pursuant to article 202 of the Brazilian Corporation Act. In addition, according with the Bylaws and the Brazilian Corporations Act, holders of common shares are entitled to receive dividends or other distributions made in relation to common shares, in proportion to their interest in the capital stock.
Voting rights:	Full
Description of the restricted vote:	Not applicable
Exchangeability:	No
Exchangeability condition and effects on the capital stock:	Not applicable
Right to reimbursement of capital:	Yes
Description of the characteristics of the capital reimbursement:	Characteristics described in section 18.12 of the reference form
Restriction to circulation:	No
Details of restrictions:	Not applicable
Conditions for changing the rights guaranteed by such securities:	Characteristics described in section 18.12 of the reference form
Other relevant characteristics:	TOTVS is listed on “Novo Mercado”, the most advanced level of corporate governance of companies listed on the BM&FBOVESPA, and adopts practices that exceed the requirements of the legislation with reference to corporate governance and the rights of shareholders, according to the rules of the Novo Mercado Listing Regulation.

Linx:

Right to dividends:	The mandatory dividend (dividends and/or interest on equity), as provided for in article 202 of the Brazilian Corporation Law, corresponds to a portion of the net profit that Linx cannot fail to distribute to its shareholders, as it is a minimum distribution commitment by Linx. Pursuant to article 36 of Linx's Bylaws, shareholders will be entitled to receive, each year, as dividends and / or interest on equity, shareholders will be entitled to receive, each year, as dividends and/or interest on equity, a mandatory minimum of 25% of the net income for the year, with the increases and decreases set forth in paragraphs (a) and (b) of article 36 of the Bylaws. Therefore, Linx must not distribute dividends and/or interest on equity less than that, subject to legal exceptions.
Voting rights:	Full
Description of the restricted vote:	Not applicable
Exchangeability:	No
Exchangeability condition and effects on the capital stock	Not applicable
Right to reimbursement of capital:	Yes
Description of the characteristics of the capital reimbursement:	In case Linx is liquidated, after payment of all its obligations, its shareholders will receive payments related to the reimbursement of the invested capital in proportion to their corresponding interest held in the capital stock. Any shareholder dissenting from certain resolutions passed at the Shareholders’ Meeting may withdraw from Linx’s shareholding structure, by reimbursement of the value of the shares, based on the book value, under the terms of article 45 of the Brazilian Corporation Law, as long as any of the events expressly provided for in items I to VI and IX of article 136 in the Brazilian Corporation Law takes place. The withdrawal right must be exercised within 30 days counted from the publication of the minutes of the Shareholders’ Meeting that approved the act that gave rise to the withdrawal, pursuant to article 137, IV of the Brazilian Corporations Act.
Restriction to circulation:	No
Details of restrictions:	Not applicable

Conditions for changing the rights guaranteed by such securities:

Pursuant to the Brazilian Corporations Act, neither Linx's Bylaws nor the resolutions taken at the General Meeting may deprive the Linx’s shareholders of their rights to (i) profit sharing; (ii) participate, in proportion to their interest in the capital, in the distribution of any remaining assets, in the event of Linx’s liquidation; (iii) supervise the management of the company’s affairs, subject to the conditions set forth in the Brazilian Corporations Act; (iv) preference for the subscription of shares, debentures convertible into shares and subscription warrants, except in certain circumstances provided for in the Brazilian Corporation Law; (v) withdraw from the shareholding structure in the cases provided for in the Brazilian Corporation Law and (vi) the right to vote at shareholders’ meetings.

Other relevant characteristics:

Not applicable.

The shares issued by Katrina will be canceled upon the completion of the Transaction, provided that (i) the preferred shares will be canceled through the Redemption; and (ii) the common shares will be canceled through the Acquisition of Katrina by TOTVS.

d. Any need for approval by debenture holders or other creditors

Obtaining the prior consent of Linx's creditors in the Obligations Subject to Early Maturity (as defined above) is one of the options to be adopted for the implementation of a suspensive condition for completing the Transaction, under penalty of the contracted debts having their early maturity. Not applicable in relation to TOTVS.

e. Items of assets and liabilities that will compose each portion of shareholders' equity in the event of a split-up

Not applicable.

f. Intention of the resulting companies to be registered as an issuer of securities

Upon the completion of the Transaction, the shares issued by Linx will no longer be traded in the Novo Mercado segment of B3 S.A. - Brazil. Bolsa, Balcão (“B3”), Linx's registration as a publicly-held corporation will be canceled, and Linx's American Depositary Shares (“ADS”) will no longer be traded on the New York Stock Exchange (“NYSE”).

4. Plans to conduct corporate businesses, particularly as regards specific corporate events that might be promoted

After the Transaction is consummated, TOTVS and Linx will continue to dedicate themselves to their activities, maintaining the registration of TOTVS as a publicly-held corporation and the trading of their shares in B3's Novo Mercado segment, and in view of the period necessary to promote the integration of businesses that TOTVS' experience has shown to be essential, making Linx a wholly-owned subsidiary of TOTVS. Moreover, as mentioned in the

previous section, upon the consummation of the Transaction the shares issued by Linx will no longer be traded in the B3's Novo Mercado segment, Linx's registration as a public company will be canceled, and the Linx ADSs will no longer be traded on the NYSE.

5. Analysis of the following aspects of the transaction:

a. Description of the key benefits expected, including synergies, tax benefits and strategic advantages:

The Transaction aims to create a reference company in the software and technology market, with extensive capillarity and extensive experience in several business verticals, capable of extracting value from the operational and financial synergies resulting from such business combination. In the view of TOTVS, the following strategic attributes make the Transaction meritorious for the shareholders of both Companies:

The combination of said Companies would create the largest software and technology company in Latin America with shares listed on the stock exchange, supported by a solid financial and cash generation performance. Its competitive position, as well as its scale of business, would turn the combined company into the fittest candidate to lead the growing market for cloud-based SaaS solutions in Brazil.

Such combination of Companies would result in a complete software platform with complementary capabilities, able of generating revenue synergies in the following dimensions:

Management - Linx would gain access to TOTVS's wide distribution network and expand its presence in management systems, benefiting from the distribution model based on regional branches, franchises and partnerships. In addition to gaining more ability to attract new clients and customers, the products of the Linx Core family, such as PoS, CRM, NFe and connectivity solutions also have business and technological appeal to a large part of TOTVS's current client base, indicating a high potential for synergies revenue. On the other hand, Linx's relevant presence in the retail channels would be complementary to TOTVS's portfolio, creating a potential to generate incremental sales, especially in products such as HR solutions, productivity tools, management systems (ERP) and credit solutions.

Techfin - The combination of products belonging to the Linx Pay Hub and TOTVS's B2B credit platform would result in a complete Techfin ecosystem, capable of penetrating a wide range of sectors and clients/customers. The combined portfolio would include, among others, B2B credit, payroll loans, EFT, virtual gateway and digital payment systems.

Business Performance - Acceleration of TOTVS's digital products strategy, adding Linx's extensive portfolio of digitalization solutions. The combination of such Companies would create a one-stop-shop platform to serve clients and customers of different sizes in their omnichannel transformation journeys and implementation of integrated e-commerce systems. By expanding their digital capabilities, the resulting combined company would achieve greater relevance to its client/customer base and expand its possibilities for future growth.

Big Data - The combination of such two companies would create one of the most sophisticated data lakes among Brazilian companies, able of accelerating the achievement of synergies and particularly developing digital products in the Business Performance and Techfin segments. In the view of TOTVS, when implementing monetization strategies, such combined company could convert their solid databases into actionable insights for the business, with a potential positive impact on new revenues and sales efficiency.

In addition to potential revenue synergies, TOTVS believes that it will achieve significant synergies in costs and expenses from the integration of both Companies' operations. The resulting company, taking advantage of the scalability of its business, would be able to leverage economies of scale and explore efficiency gains in the following dimensions:

General & Administrative Expenses - In TOTVS's view, there is ample room for efficiency gains through the rationalization of shared services, especially by eliminating duplicate structures. In addition, the resulting company would have greater potential to explore more favorable contracts for purchases and services, with an impact on its direct and indirect costs.

Sales & Marketing - Due to the nature of their product portfolios, the combination between said Companies will allow greater efficiency in sales by distributing highly complementary software solutions to the same client/customer base. The restructuring of Linx's sales channels, integrating them into TOTVS's distribution network, represents an opportunity to capture potential synergies in expenses and reduce the combined costs.

Research & Development - TOTVS expects to achieve reduced costs in aspects such as information technology, systems maintenance and expenses connected to technology infrastructure. In TOTVS’ view, it is possible to reorganize the technology areas to achieve significant savings by consolidating duplicate systems, combining software development structures and eliminating redundant tools, among other measures.

Service Implementation - Currently, a substantial portion of TOTVS' distribution and support activities are carried out through franchisees and outsourced partners. On the other hand, Linx's sales operations is still mainly based on its own teams to implement and distribute its solutions. Such asymmetry is potentially addressable through the integration of Linx's channels into TOTVS's structure, creating a cost-efficient business and service network with broader reach.

The Transaction, in addition to revenue and cost synergies, has the potential to generate amortized goodwill from the acquisition of Linx's assets by TOTVS in the course of its business plans. This factor contributes to the consolidation of a more efficient corporate structure.

TOTVS has extensive experience in creating value from acquisitions of software companies, a key aspect to reduce integration risks and capture potential upsides of the Transaction. TOTVS's integration model consists of four main value levers: increasing cross-selling, agile integration of the product portfolio, exploring cost synergies and reducing the churn rate to a minimum.

Favorable History of Acquisitions - Over the past few decades, TOTVS has accredited itself as one of the most successful Brazilian companies to perform an inorganic growth strategy through acquisitions. The model adopted has been able of delivering remarkable results to TOTVS’ shareholders in terms of creating value and synergies. TOTVS's executive officers were personally involved in some of the most iconic transactions in the Brazilian software market, including the acquisitions of Supplier, Datasul, RM Sistemas and Logocenter.

b. Costs

The managements of both Companies estimate that the costs of carrying out the Transaction will be of approximately R$30.5 million, including expenses with publications, auditors, appraisers, lawyers and other professionals hired to assist in the transaction.

c. Risk Factors

With this Transaction TOTVS seeks to integrate its own businesses with Linx's businesses and take advantage of the synergies achieved with such integration. Such integration process can result in difficulties of an operational, business, financial, contractual and technological nature, which could mean that the expected synergies would not be achieved, that losses might occur, or the Company may incur unforeseen expenses. In addition, measures aimed at integrating both companies may divert the management's attention from existing businesses. For this reason, TOTVS may not be able to successfully implement the integration of Linx, or to achieve the expected returns on investments connected to the Transaction, which may adversely affect TOTVS.

Part of the consolidated revenue and the result of TOTVS will come from Linx. Any future negative financial result of Linx may affect TOTVS's financial result.

The market value of TOTVS's Shares at the time the Transaction is consummated may vary significantly as regards the price of shares existing on the date the Transaction was proposed by TOTVS's management to Linx's management. The change in stock prices can occur as a result of a variety of factors that are beyond the control of companies including changes in their business, operations and projections, schedule and regulatory issues, general market and economic conditions as well as those connected to the industry.

There are also risks regarding the implementation of the Transaction itself, as it is still subject to approval by Linx shareholders and the verification of certain suspensive conditions that, ultimately, are beyond the control of companies, such as, for example, approval by the Brazilian antitrust authorities.

d. In the case of a transaction with a related party, please point out any alternatives that could have been used to achieve the same targets, indicating the reasons why those options were rejected

Not applicable, considering that the transaction involves independent parties.

e. Exchange ratio.

In the Merger of Linx Shares: Linx's shareholders will receive 4 (four) common shares and 1 (one) redeemable preferred share issued by Katrina for each common share of Linx that they own on the date the Transaction is consummated, resulting in Katrina's total issuance of 897,143,685 shares, all of them being registered shares with no par value, of which 717,714,948 will be common shares and 179,428,737 will be redeemable preferred shares.

In the Merger of Katrina: Linx's Shareholders will receive 1 (one) common share of TOTVS for every 4 (four) Katrina common shares owned by them on the date on which the Transaction is consummated, resulting in the total issue, by TOTVS, of 179,428,737 common shares, all of them being registered shares with no par value.

f. In transactions involving controlling companies, subsidiaries or companies under common control: i. Stock exchange ratio calculated in accordance with article 264 of Brazilian Law No. 6,404, of 1976; ii. Detailed description of the negotiation process of the exchange ratio and other terms and conditions of the transaction; iii. If the operation has been preceded in the last twelve (12) months of a takeover or acquisition of an interest in a controlling block: (a) Comparative analysis of the exchange ratio and the price paid in the acquisition of control; and (b) Reasons for any appraisal differences in different transactions; and iv. Justification why the exchange ratio is commutative, describing the procedures and criteria to ensure the reciprocal operation, or, if the exchange ratio is not commutative, detailing the payment or equivalent measures taken to ensure adequate offsetting.

Not applicable, considering that the transaction involves independent parties.

6. Copy of the minutes of all meetings of the board, fiscal council/supervisory board and special committees in which the operation was discussed, including any dissenting votes

The minutes of the board of directors’ meeting and of the audit committee’s opinion of TOTVS that approved the Transaction can be found in Exhibit I.6 to this Proposal.

7. Copies of studies, presentations, reports, views, opinions and appraisal reports of the companies involved in the transaction that were made available to the controlling shareholder at any stage of the transaction

The documents applicable to the Transaction can be found in Exhibit I.7 of this Proposal.

7.1. Identification of possible conflicts of interests among financial entities, businesses and professionals who might have drawn up the documents mentioned in section 7 and the companies involved in the transaction

None.

8. Projects of bylaws or amendments to the bylaws of the companies resulting from the transaction

The project of TOTVS's Bylaws contemplating the amendment of its Article 5, due to the capital increase resulting from the Transaction, can be found in Exhibit I.8 to this Proposal. Linx's bylaws are not intended to change in the context of the Transaction.

9. Financial statements used for the purposes of the transaction, under the specific standards

Linx's audited financial statements of December 31, 2019, as well as the quarterly information of June 30, 2020 from TOTVS and Linx and the financial statements of July 31, 2020 from Katrina can be found in Exhibit I.9 of this Proposal. As Katrina was incorporated on July 20, 2020, the first available financial statements are those prepared as of July 31, 2020.

10. Financial statements on a pro forma basis, prepared for the purposes of the transaction, under the specific standards

The pro forma financial statements can be found in Exhibit I.10 to this Proposal.

11. Document containing information about the directly involved companies that are not publicly-held corporations.

Not applicable, as TOTVS and Linx are publicly-held corporations and Katrina has no relevant assets or liabilities of any nature.

12. Description of capital structure and control after the transaction, according to section 15 of the reference form

Sections 15.1and 15.2 of the Reference Form

TOTVS

Parent Company / Investor - TOTVS. S.A. - Corporate Taxpayer Id. (CNPJ) 53.113.791/0001-22
Shareholder
CPF/CNPJ (tax id.)	Qty. RC	Nationality/State	RC %	Takes part in a shareholders' agreement	Qty. PR shares	Controlling shareholder	RP%	Last amended on	Qty.	Total shares %
CPF/CNPJ (tax id.)	Qty. RC	Nationality/State	RC %	Takes part in a shareholders' agreement	Qty. PR shares	Controlling shareholder	RP%	Last amended on	shares	Total shares %
Laércio José de Lucena Cosentino
032.737.678-39	6,376,005	Brazilian-SP	1.103%	No	0	No	0.00%	Feb. 19, 2018	6,376,005	1.103%
HG SENTA PUA FIA
08.613.315/0001-16	144,000	Brazilian-SP	0.025%	No	0	No	0.00%	Apr. 15, 2020	144,000	0.025%
Constellation Investimentos e Participações Ltda.
06.182.127/0001-55	30,090,381	Brazilian-SP	5.207%	No	0	No	0.00%	Mar 25, 2020	30,090,381	5.207%
LC EH Participações e Empreendimentos S/A
02.986.755/0001-32	80,282,970	Brazilian-SP	13.892%	No	0	No	0.00%	Aug 11, 2020	80,282,970	13.892%
OTHER
-	450,862,635	-	78.015%	No	0	No	0.00%	-	450,862,635	78.015%
TREASURY SHARES
-	10,157,190	Brazilian-SP	1.758%	No	0	No	0.00%	-	10,157,190	1.758%
TOTAL
-	577,913,181	-	100.000%	No	0	No	0.00%	-	577,913,181	100.000%

PARENT COMPANY / INVESTOR - HG SENTA PUA FIA (CNPJ 08.613.315/0001-16)
Shareholder
CPF/CNPJ (tax id.)	Qty. RC	Nationality/State	RC %	Takes part in a shareholders' agreement	Qty. PR shares	Controlling shareholder	RP%	Last amended on	Qty.	Total shares %
									shares
Laércio José de Lucena Cosentino
032.737.678-39	2,785,041	Brazilian-SP	99.840%	No	0	No	0.00%	Feb. 19, 2018	2,785,041	99.840%
Marcelo Eduardo Sant’anna Cosentino
306.743.308-46	4,355	Brazilian-SP	0,160%	No	0	No	0.00%	Jan. 30, 2008	4,355	0,160%

TOTAL
-	2,789,396	-	100.000%	No	0	No	0.00%	-	2,789,396	100.000%

PARENT COMPANY / INVESTOR - LC EH Participações e Empreendimentos S/A (CNPJ 02.986.755/0001-32)
Shareholder
CPF/CNPJ (tax id.)	Qty. RC	Nationality/State	RC %	Takes part in a shareholders' agreement	Qty. PR shares	Controlling shareholder	RP%	Last amended on	Qty.	Total shares %
									shares
Laércio José de Lucena Cosentino
032.737.678-39	344,745	Brazilian-SP	63.126%	No	0	No	0.00%	Feb. 19, 2018	344,745	63.126%
Ernesto Mário Haberkorn
029.258.698-15	109,019	Brazilian-SP	19.963%	No	92,351	No	16.911%	Feb. 8, 2018	201,370	36.874%
TOTAL
-	453,764	Brazilian-SP	83.089%	No	92,351	No	16.911%	-	546,115	100.000%

LINX

Parent Company / Investor - LINX S.A., CNPJ 06.948.969/0001-75
Shareholder
CPF/CNPJ (tax id.)	Qty. RC	Nationality/State	RC %	Takes part in a shareholders' agreement	Qty. PR shares	Controlling shareholder	RP%	Last amended on	Qty.	Total shares %
CPF/CNPJ (tax id.)	Qty. RC	Nationality/State	RC %	Takes part in a shareholders' agreement	Qty. PR shares	Controlling shareholder	RP%	Last amended on	shares	Total shares %
GIC Private Limited
08.765.815/0001-73	18,900,432	Singapore	9.980%	No	0	No	0.00%	Dec. 17, 2019	18,900,432	9.980%
Morgan Stanley
-	9,506,212	-	5.020%	No	0	No	0.00%	Sep. 26, 2020	9,506,212	5.020%
Itaú Unibanco S.A.
60.701.190/0001-04	9,641,045	Brazilian-SP	5.090%	No	0	No	0.00%	Jul. 14, 2020	9,641,045	5.090%
Daniel Mayo
157.679.338-98	620,968	Brazilian-SP	0.328%	Yes	0	No	0.00%	Aug. 14, 2020	620,968	0.328%
Nércio José Monteiro Fernandes
022.256.918-27	10,776,395	Brazilian-SP	5.688%	Yes	0	No	0.00%	Aug. 14, 2020	10,776,395	5.688%
Genesis Asset Managers
05.840.091/0001-97	10,124,454	Luxembourg	5.345%	No	0	No	0.00%	Dec. 13, 2019	10,124,454	5.345%

Alon Dayan
014.642.468-90	6,848,988	Brazilian-SP	3.616%	Yes	0	No	0.00%	Aug. 14, 2020	6,848,988	3.616%
Alberto Menache.
172.636.238-89	9,045,432	Brazilian-SP	4.776%	Yes	0	No	0.00%	Sep. 30, 2020	9,045,432	4.776%
Stone Pagamentos S.A.
16.501.555/0001-57	11,000,000	Brazilian-SP	5.807%	Yes	0	No	0.00%	May 10, 2020	11,000,000	5.807%
OTHER
-	89,225,672	-	47.110%	No	0	No	0.00%	Sep. 26, 2020	89,225,672	47.110%
TREASURY SHARES
-	13,719,362	Brazilian-SP	7.240%	No	0	No	0.00%	-	13,719,362	7.240%
TOTAL
-	189,408,960	-	100.000%	No	0	No	0.00%	-	189,408,960	100.000%

TOTVS

[Sections 15.1 and 15.2 of the TOTVS Reference Form + Linx's shareholders]

Parent Company / Investor - TOTVS + LINX
Shareholder
CPF/CNPJ (tax id.)	Qty. RC	Nationality/State	RC %	Takes part in a shareholders' agreement	Qty. PR shares	Controlling shareholder	RP%	Last amended on	Qty.	Total shares %
CPF/CNPJ (tax id.)	Qty. RC	Nationality/State	RC %	Takes part in a shareholders' agreement	Qty. PR shares	Controlling shareholder	RP%	Last amended on	shares	Total shares %
Laércio José de Lucena Cosentino
032.737.678-39	6,376,005	Brazilian-SP	0.831%	No	-	No	-	Feb. 19, 2018	6,376,005	0.831%
HG SENTA PUA FIA
08.613.315/0001-16	144,000	Brazilian-SP	0.019%	No	-	No	-	Apr. 15, 2020	144,000	0.019%
Constellation Investimentos e Participações Ltda.
06.182.127/0001-55	30,090,381	Brazilian-SP	3.921%	No	-	No	-	Mar 25, 2020	30,090,381	3.921%
LC EH Participações e Empreendimentos S/A
02.986.755/0001-32	80,282,970	Brazilian-SP	10.463%	No	-	No	-	Aug 11, 2020	80,282,970	10.463%
GIC Private Limited
08.765.815/0001-73	18,900,432	Singapore	2.463%	No	-	No	-	Dec. 17, 2019	18,900,432	2.463%
Morgan Stanley
-	9,506,212	-	1.239%	No	-	No	-	Sep. 26, 2020	9,506,212	1.239%
Itaú Unibanco S.A.

60.701.190/0001-04	9,641,045	Brazilian-SP	1.256%	No	-	No	-	Jul. 14, 2020	9,641,045	1.256%
Daniel Mayo
157.679.338-98	620,968	Brazilian-SP	0.081%	Yes	-	No	-	Aug. 14, 2020	620,968	0.081%
Nércio José Monteiro Fernandes
022.256.918-27	10,776,395	Brazilian-SP	1.404%	Yes	-	No	-	Aug. 14, 2020	10,776,395	1.404%
Genesis Asset Managers
05.840.091/0001-97	10,124,454	Luxembourg	1.319%	No	-	No	-	Dec. 13, 2019	10,124,454	1.319%
Alon Dayan
014.642.468-90	6,848,988	Brazilian-SP	0.893%	Yes	-	No	-	Aug. 14, 2020	6,848,988	0.893%
Alberto Menache.
172.636.238-89	9,045,432	Brazilian-SP	1.179%	Yes	-	No	-	Sep. 30, 2020	9,045,432	1.179%
Stone Pagamentos S.A.
16.501.555/0001-57	11,000,000	Brazilian-SP	1.434%	Yes	-	No	-	May 10, 2020	11,000,000	1.434%
OTHER
-	540,088,307	-	70.386%	No	-	No	-	-	540,088,307	70.386%
TREASURY SHARES
	23,876,552	-	3.112%		-		-	-	23,876,552	3.112%
TOTAL
-	767,322,141	-	100.000%	No	-	No	-	-	767,322,141	100.000%

Section 15.3 of Reference Form

TOTVS

Date of last meeting / Date of last change	April 27, 2020
Number of individual shareholders (Units)	16,546
Number of corporate shareholders (Units)	235
Number of institutional investors (Units)	1,019

Outstanding Shares

Outstanding shares corresponding to all shares of the issuer with the exception of the shares held by the controlling shareholder, people bound to he/she/it, by the issuer's managers, and the shares held in treasury

Number of common shares (Units)	480,228,410	83.097%
Number of preferred shares (Units)	-	-
Total	480,228,410	83.097%

Linx

Date of last meeting / Date of last change	Aug. 31, 2020
Number of individual shareholders (Units)	18,019
Number of corporate shareholders (Units)	0
Number of institutional investors (Units)	617

Outstanding Shares

Number of common shares (Units)	147,925,115	78.100%
Number of preferred shares (Units)	-	-

Total

147,925,115

78.100%

Section 15.4 of Reference Form

The management understands that the information provided in sections 15.1 and 15.2 is sufficient and makes the inclusion of an organization chart unnecessary.

Section 15.5 of Reference Form

The management is not aware of the existence of an agreement between the shareholders of TOTVS or Linx that would keep being effective after the Transaction.

Section 15.6 of Reference Form

It is not applicable, given that (i) there is no controlling group at TOTVS; and (ii) there was no controlling group at Linx.

Section 15.7 of Reference Form

The management did not find any other relevant information connected to this section.

13. Number, class, kind, and type of securities of each company involved in the transaction that are held by any other companies involved in the transaction, or by persons related to such companies, as defined by the standards that deal with public offering to acquire shares

Not applicable.

14. Exposure any of the companies involved in the transaction or people associated thereof, as defined by the standards that deal with public offering to acquire shares in derivatives related to securities issued by other companies involved in the transaction

Not applicable.

15. Report covering all businesses performed in the last six (6) months by the persons listed below with securities issued by the companies involved in the transaction:

a. Companies involved in the Transaction:

TOTVS

i. Private purchasing transactions

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-

(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

ii. Private sales transactions

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

iii. Buying transactions in regulated markets

(1) average price:	R$ 18.55924
(2) number of shares involved:	5,100,900
(3) security involved:	Shares / RC
(4) percentage in relation to the class and type of security:	0.8826% of TOTVS's total shares
(5) other relevant conditions:	Share repurchase plan

iv. Sales transactions in regulated markets

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

b. Parties related to companies involved in the transaction:

i. Private purchase transactions

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

ii. Private sale transactions

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

iii. Buying transactions in regulated markets

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

iv. Sales transactions in regulated markets

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-

(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

LINX

v. Private purchasing transactions

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

vi. Private sales transactions

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

vii. Buying transactions in regulated markets

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

viii. Sales transactions in regulated markets

Not applicable, except for the exercise of restricted options and shares, as well as the sale of shares in the market by TOTVS’ management, as reported in the form for disclosing information on negotiations performed by members of the management and related persons, as set forth by Article 11 of CVM Instruction No. 358/02.

(1) average price:	R$ 28.25453
(2) number of shares involved:	1,773,731
(3) security involved:	Shares / RC
(4) percentage in relation to the class and type of security:	0.9337% of LINX's Total Shares
(5) other relevant conditions:	-

c. Parties related to companies involved in the transaction:

i. Private purchase transactions

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

ii. Private sale transactions

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

iii. Buying transactions in regulated markets

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

iv. Sales transactions in regulated markets

(1) average price:	-
(2) number of shares involved:	-
(3) security involved:	-
(4) percentage in relation to the class and type of security:	-
(5) other relevant conditions:	-

16. Document through which the Special Independent Committee submitted its recommendations to the Board of Directors, in case the transaction had been negotiated under the terms of CVM Guidance Opinion No. 35 of 2008.

Not applicable.

** ** **

APPENDIX I.1

PROTOCOL AND JUSTIFICATION

APPENDIX I.6

COPY OF MINUTES OF THE BOARD OF DIRECTORS' MEETING AND THE OPINION OF TOTVS'S

AUDIT COMMITTEE

APPENDIX I.7

COPY OF STUDIES, PRESENTATIONS, REPORTS, VIEWS, OPINIONS OR APPRAISAL REPORTS OF THE

COMPANIES INVOLVED IN THE TRANSACTION

Katrina Participações S.A.

Appraisal report on equity

calculated based on accounting records as of July 31, 2020

São Paulo Corporate Towers

Av. Presidente Juscelino Kubitschek, 1.909

Vila Nova Conceição

04543-011 - São Paulo - SP - Brasil

Tel: +55 11 2573-3000

ey.com.br

A free translation from Portuguese into English of Accounting-based Equity Valuation Report prepared in Brazilian currency in accordance with accounting practices adopted in Brazil

Accounting-based equity valuation report

The Shareholders, Board of Directors and Officers

Katrina Participações S.A.

São Paulo – SP

Audit firm information

Ernst & Young Auditores Independentes S.S., a company based in the city of São Paulo, at Avenida Presidente Juscelino Kubitschek, 1830 – Torre I – 5^th and 6^th floors, enrolled with the Brazilian IRS Registry of Legal Entities of the Ministry of Finance under no. 61.366.936/0001-25, registered with the São Paulo State Board of Accountancy under no. CRC - 2SP 015.199/O-6, represented by its undersigned partner, Mr. Luiz Carlos Marques, accountant, bearer of the identity card RG no. 15.695.856, enrolled with the Individual Taxpayer Registry (CPF) under no. 043.982.278-57 and with the São Paulo State Board of Accountancy under no. CRC-1SP147693/O-5, residing and domiciled in São Paulo, State of São Paulo, with office at the same address of the company he represents, appointed by the management of Katrina Participações S.A. to value its equity as at July 31, 2020 in accordance with Brazilian accounting practices, does hereby presents the results of its work.

Purpose of the valuation

The purpose of the accounting-based equity valuation as at July 31, 2020 of Katrina Participações S.A. is the merger of the Company by its parent Totvs S.A.

Management’s responsibility for the financial information

Management is responsible for the preparation of books and of financial information in accordance with Brazilian accounting practices, and for such internal control as management determines is necessary to enable the preparation of such financial information that is free from material misstatement, whether due to fraud or error. The significant accounting practices adopted by the Company are summarized in Attachment II to the valuation report.

Scope of work and accountant’s responsibility

Our responsibility is to express a conclusion on the book value of the Company equity as at July 31, 2020, based on our work conducted in accordance with the Notice CTG 2002, approved by Brazil’s National Association of State Boards of Accountancy (CFC), which provides for the application of examination procedures on the statement of financial position for purposes of issuing a valuation report. Accordingly, we examined the referred to statement of financial position of the Company in accordance with the applicable accounting standards, which require accountants to comply with ethical requirements and that the work be planned and

São Paulo Corporate Towers

Av. Presidente Juscelino Kubitschek, 1.909

Vila Nova Conceição

04543-011 - São Paulo - SP - Brasil

Tel: +55 11 2573-3000

ey.com.br

performed in order to obtain reasonable assurance that the equity determined for the preparation of our valuation report is free from material misstatement.

The issue of a valuation report involves performance of selected procedures in order to obtain evidence regarding the amounts recorded. The procedures selected depend on the accountant’s judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In this risk assessment, the accountant considers internal control relevant to the preparation of the Company’s statement of financial position in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. The work also includes an evaluation of the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Conclusion

Based on the work performed, we concluded that the amount of R$100.00 (one hundred reais), according to the statement of financial position as at July 31, 2020 recorded in the accounting books and summarized in Attachment I, represents, in all material respects, the Company’s equity, valued in accordance with Brazilian accounting practices.

Emphasis of a matter

As described in Note 2 of Attachment II to this valuation report, the merger of Katrina Participações S.A. by TOTVS is part of a corporate reorganization in the context of the business combination described therein, which is subject to uncertainties, as its outcome depends on future events.

São Paulo, October 7, 2020

ERNST & YOUNG

Auditores Independentes S.S.

CRC - 2SP015199/O-6

Luiz Carlos Marques

Accountant CRC-1SP147693/O-5

Attachment I to the appraisal report on equity calculated based on accounting records as of July 31, 2020, as issued on October 7, 2020

Katrina Participações S.A.

Summarized statement of financial position as of July 31, 2020

In Brazilian Reais, unless otherwise stated

Assets	Reais (BRL)	Liabilities and equity	Reais (BRL)

Noncurrent	100.00	Equity	100.00
Cash and cash equivalents	100.00	Capital stock	100.00


Total assets	100.00	Total liabilities equity	100.00

Attachment II to the appraisal report on equity calculated based on accounting records as of July 31, 2020, as issued on October 7, 2020

Katrina Participações S.A.

Management’s notes to the statement of financial position as of July 31, 2020

In Brazilian Reais, unless otherwise stated

1. The Company

Katrina Participações S.A. (the “Company”) is a privately-held corporation, headquartered at Av. Braz Leme, nº 1000, bloco B, 3o. andar, São Paulo, state of São Paulo (Brazil). The Company is primarily engaged in holding interests in other companies as a partner or shareholder, in Brazil or abroad.

2. Basis for preparation of the statement of financial position and summary of significant accounting policies

The statement of financial position as of July 31, 2020 was prepared to appraise the equity of the Company for the purpose of the Company’s acquisition by TOTVS S.A. (”TOTVS”) at a future date, pursuant to the corresponding Protocol and Rationale.

Company management is responsible for the bookkeeping and preparation of financial statements in accordance with the accounting practices adopted in Brazil, and for significant internal control as management determines is necessary to enable the preparation of financial statements that are free of material misstatements, whether due to fraud or error.

The statement of financial position as of July 31, 2020 was prepared and is presented in accordance with the accounting practices adopted in Brazil, and comprise the standards issued by the Brazilian Financial Accounting Standards Board (CPC). The financial statements were prepared under the historical cost convention.

(a) Corporate events

On August 14, 2020, TOTVS submitted a business combination proposal to the Board of Directors of Linx S.A. (“Linx”). Such proposal, subject to approval by Linx shareholders, aims to combine the businesses of the two companies and consolidate the shareholding bases in TOTVS, which will continue to be a publicly-held company with shares traded on the major Brazilian stock exchange, known as the Novo Mercado listing segment of B3 S.A. - Brasil, Bolsa, Balcão (“B3”).

TOTVS management will submit to the shareholders of both companies an organizational restructuring plan that will result (a) in ownership, by TOTVS, of all shares issued by Linx; and (b) assuming that the total capital of Linx is represented, on the date when such business combination is effectively completed, by 179,428,737¹ common shares, ex-treasury, on receipt, by Linx shareholders, for each common share issued by Linx that these shareholders own on the date of the transaction:

(i) a portion in Brazilian legal currency of R$6.20 (six reais and twenty cents), adjusted as provided for in section 2.2 of the corresponding Protocol and Rationale, as applicable, to be paid in cash, in a single installment, within 30 days as from the Date of Effective Completion of the Transaction; and

¹ This estimate considered that, on the date when the transaction is effectively completed, there will be 179,428,737 shares of Linx (a total of 189,408,960 shares, excluding 14,125,991 shares in treasury and including 4,145,768 shares resulting from the early vesting of stock option plans and deferred shares). The number of Linx outstanding shares may vary until the date of effective completion of the transaction.

(ii) one common share issued by TOTVS, adjusted as provided for in section 2.1 of the Protocol and Rationale.

The Company, a wholly-owned subsidiary of TOTVS, was acquired for the purpose of assisting in the process of said combination of operations, as part of the corporate restructuring, which contemplates its acquisition by TOTVS, as described in Note 3.

Linx shareholders holding American depositary shares (“ADSs”) will be entitled to receive TOTVS ADSs, subject to the same exchange ratio. To this end, TOTVS will take all due steps to obtain (i) the registration of such transaction with the U.S. Securities and Exchange Commission (“SEC”), and (ii) the listing of TOTVS ADSs on NYSE. Once such transaction is completed, the shares and ADSs issued by Linx will no longer be traded on B3 or NYSE, respectively.

In addition to being approved by the shareholders of both TOTVS and Linx in their respective general shareholders’ meetings, the transaction is subject to prior approval by the Brazilian Antitrust Agency (CADE).

Under the terms of the Protocol and Rationale submitted by TOTVS to Linx’s Board of Directors on September 4, 2020, in the event that CADE’s Internal Board (i) imposes restrictions as a condition precedent for the approval of the transaction and, after making the best efforts, TOTVS and Linx are unable to comply with such restrictions, or (ii) disapproves the transaction, Linx may resolve to consider the transaction as terminated and will be entitled to receive from TOTVS liquidated damages for losses in the amount of R$100,000,000 (one hundred million reais).

(b) Significant accounting policies

Significant accounting policies applied in the preparation of the statement of financial position are presented below.

Cash and cash equivalents

Cash and cash equivalents comprise balances held in cash, which are not subject to the risk of change in value.

3. Merger of Katrina

Katrina Participações S.A, a wholly owned subsidiary of TOTVS, was acquired for the purpose of assisting in the business combination process described in Note 1, especially in referred to corporate restructuring. Accordingly, the Company is expected to be merged into TOTVS immediately after the business combination transaction. The table below describes the summarized unaudited pro forma statement of financial position of the Company, as per the Company’s individual pro forma statement of financial position and corresponding assurance report issued by an independent auditor on the compilation of the pro forma financial information, issued on September 30, 2020, which would be submitted for the purpose of merger by TOTVS, assuming that approvals of the business combination by the shareholders of TOTVS and Linx, as well as by CADE , had been obtained on June 30, 2020.

Statement of financial position as of June 30, 2020 - pro forma

(In Reais, unless otherwise stated) - Unaudited

	Book balances (i)	Capital contribution in cash (ii)	Merger of Linx shares (iii)	Redemption of preferred registered Shares (iv)	Pro forma balance - June 30, 2020

Current Assets	100.00	1,125,000,000.00	-	(1,112,458,169.40)	12,541,930.60
Cash and cash equivalents	100.00	1,125,000,000.00	-	(1,112,458,169.40)	12,541,930.60

Noncurrent liabilities	-	-	6,016,245,551.61	-	6,016,245,551.61
Investment - Linx S.A.	-	-	6,016,245,551.61	-	6,016,245,551.61

Total Assets	100.00	1,125,000,000.00	6,016,245,551.61	(1,112,458,169.40)	6,028,787,482.21

Equity	100.00	1,125,000,000.00	6,016,245,551.61	(1,112,458,169.40)	6,028,787,482.21
Subscribed capital stock	100.00	10,000,000	897,143,685.00	-	907,143,785.00
Goodwill reserve	-	1,115,000,000.00	5,119,101,866.61	(1,112,458,169.40)	5,121,643,697.21

Total Liabilities	100.00	1,125,000,000.00	6,016,245,551.61	(1,112,458,169.40)	6,028,787,482.21

Description of balances/adjustments:

(i) Statement of financial position of Katrina, acquired on July 31, 2020 to assist in the business combination process, according to Annex I of the appraisal report on equity calculated based on accounting records. The fact that the company was acquired on a date subsequent to the base date of the changes in the pro forma statement of financial position has no impact on the information presented above, since this information aims at demonstrating what the proposed merger would have been like should such merger have occurred on June 30, 2020.

(ii) TOTVS increases Katrina capital by issuing 163,500,000 (one hundred and sixty-three million five hundred thousand) new common, registered shares with no par value, which will be fully subscribed and paid in by TOTVS, in Brazilian currency, until the date when the transaction is effectively completed, for the total issue price of R$ 1,125,000,000.00 (one billion, one hundred and twenty-five million reais), of which R$ 1,115,000,000.00 (one billion, one hundred and fifteen million reais) will be allocated to capital reserve.

(iii) On this date, subsequently to and in connection with Katrina capital increase, 100% of the shares issued by Linx will be merged into Katrina, for their economic value² , resulting in issue, by Katrina in favor of Linx shareholders bearing the merged shares, common and redeemable preferred shares issued by Katrina. Each common share issued by Linx will receive 4 (four) common shares and 1 (one) redeemable preferred share issued by Katrina for the total issue price of at least R$6,016,245,551.61 (six billion, sixteen million, two hundred and forty-five thousand, five hundred and fifty-one reais and sixty-one cents), of which R$ 5,119,101,866.61 (five billion, one hundred and nineteen million, one hundred and one thousand, eight hundred and sixty-six reais and sixty-one cents) will be allocated capital reserve.

(iv) Linx shareholders, who received redeemable preferred shares, immediately after the merger of Linx shares redeemed these shares in cash for their full amount of R$ 1,112,458,169.40 thousand and the preferred shares were canceled.

² this represents: a) the number of Linx common shares as of June 30, 2020, which will be exchanged for one common share issued by TOTVS, considering the quotation of TOTVS shares on September 28, 2020, or R$ 4,903,787,382.21; and b) the amount to be paid in cash for redeeming the preferred shares of R$ 1,112,458,169.40. The assumption used was the quotation of TOTVS shares between the Date of Proposal and September 28, 2020, which is an interval of possible results based on the percentage of increases and decreases weighted by market volatility, using daily fluctuations and associated standard deviations.

(v) Immediately after items (ii) and (iv) described above, these transactions had an impact on Katrina equity. Katrina was merged into TOTVS and ceased to exist. In replacement for Katrina common shares, Linx shareholders were awarded new TOTVS shares, therefore becoming part of TOTVS ownership structure.

The pro forma closing balance above represents the Company's equity recorded in accounting, which would be merged into TOTVS in case the business combination had taken place as of June 30, 2020. Actual amounts for merger purposes, if and when such merger occurs, will vary in relation to aforementioned pro forma balance especially concerning (i) the restated capital payment amount; and (ii) the number and fair value of TOTVS shares to be given to Linx shareholders, both of which will be computed at the effective transaction date.

CONFIDENTIAL

Sao Paulo (SP, Brazil), September 28, 2020.

To the Board of Directors of TOTVS.

Dear Members of the Board of Directors of TOTVS,

Regarding the intended transaction involving Totvs S.A., a publicly-held corporation, with address in the city of Sao Paulo, state of Sao Paulo (Brazil) at Avenida Braz Leme, Nº 1.000, registered with Tax Id. (CNPJ/ME) under number 53.113.791/0001- 22 (hereinafter referred to as “TOTVS” or the “Company”) and Linx S.A., a publicly-held corporation, with address in the city of Sao Paulo, state of Sao Paulo (Brazil), at Avenida Doutora Ruth Cardoso, nº 7.221, registered with Tax Id. (CNPJ/ME) under number 06.948.969/0001-75 (“Linx”), as disclosed in the notices of material fact dated August 14, 2020, September 1, 2020 and September 11, 2020 (“Material Facts”), and subsequently to the meetings of the Company's board of directors held on August 10, 2020 and August 13, 2020 that approved the presentation of the proposal for the business combination with Linx, we were requested by the Company's board of directors to issue an opinion on the fairness, for the Company, from the financial point of view, of the price attributed to Linx's shares, particularly within the context of the proposed acquisition of Linx's shares by TOTVS (the “Transaction”).

The potential Transaction will result, if completed, in the acquisition of shares issued by Linx by TOTVS, pursuant to Article 252 of Law 6404/76 (the Brazilian Corporations Act). As a result of the aforementioned acquisition of shares, Linx's shareholders will become shareholders of TOTVS. The exchange ratio applicable to Linx's shareholders in the acquisition of their shares will consist of 1 (one) share issued by TOTVS plus R$ 6.20 (six Reals and twenty cents of Real) for each 1 (one) common share issued by Linx.

We emphasize that the prior description does not intend to reproduce all the details of the potential Transaction, which are set out in greater detail in the Notices of Material Fact and in all other documents of the Transaction, and you, should you have any doubts regarding the potential Transaction, please request the corresponding documents to examine them and/or ask clarifications to the persons responsible and representatives of the Company and/or Linx.

The base date for this letter is September 28, 2020. Our reviews do not distinguish any classes or types of shares representing Linx's stock capital and do not include operating, tax or other benefits or losses, if any, as of that date.

The preparation of any financial analysis is a complex procedure that involves a series of definitions regarding the most appropriate and relevant methods of financial analysis as well as the application of such methods for particular circumstances and, therefore, the conclusion referred to in this letter should not be object of a partial analysis. In order to reach the conclusions presented in this letter, we performed a qualitative reasoning regarding the analyzes and factors considered by us. We reached a final conclusion based on the results of the analysis carried out considered as a whole, and we did not reach conclusions based on, or related to, any of the factors or methods of our analysis taken in an isolated way. Thus, we believe that our analysis should be considered as a whole and that the selection of parts of our analysis and specific factors, without considering all of our analysis and conclusions, can result in an incomplete and incorrect understanding of the processes used for our analyzes and conclusions.

In preparing our opinion, we exclusively (i) reviewed certain public financial information related to Linx and TOTVS; (ii) we reviewed certain audited financial statements of Linx, as well as certain financial data, including financial projections from Linx that were provided to us by the Company and discussed with us; (iii) we had discussions with the Company's management regarding Linx's operations, as well as about the characteristics of the Transaction; (iv)

we considered other factors and information and carried out other analyzes that we deemed appropriate; and

(v)

we compared Linx's financial and operating performance with publicly-available information related to certain other companies that we deemed relevant. We have also taken into account other information, analysis, research, financial studies, financial, economic and market criteria that we believe, at our sole discretion, to be relevant.

In preparing our opinion, we did not undertake and assume no obligation to independently verify any information we used, reviewed or considered for this work, including, without limitation, financial, accounting, business, and legal information, and we assumed, with the Company's consent, the accuracy, veracity, consistency, completeness and sufficiency of such information. With regard to the financial projections and sensitivities connected to Linx's future financial performance that were provided to us and discussed with us, we assumed that the financial projections were prepared in good faith, in a precise and reasonable manner, in order to reflect the better estimates and judgments by the Company's management in relation to Linx's future financial performance and the potential impact that certain sensitivities that could affect the financial performance of Linx may have on said projections. Accordingly, we do not assume any responsibility connected to the accuracy, veracity, consistency or sufficiency of such information and projections. In addition, we have not been informed of any material changes in relation to Linx's assets, financial condition, and results of operations, businesses or prospects since the dates of the information to which we had access.

We do not assume, nor will we assume, hereby, any responsibility for carrying out an independent verification or appraisal of any assets or liabilities (be them contingent or otherwise) of Linx. With regard to liabilities and contingencies, it is worth clarifying that we consider only the amounts duly provisioned in the financial statements object of our analysis, being certain that we do not consider the possibility of their eventual inaccuracy or insufficiency, nor the effects of any lawsuits and/or administrative proceedings (of a civil, environmental, tax/fiscal, criminal, labor, or social security nature, etc.), even if unknown or not stated, whether in progress or threatened, involving such companies or that could impact the price of the shares issued by such companies. In addition, we did not assume any obligation to conduct, as we actually did not carry out any due diligence on Linx, nor a physical inspection of its properties, assets or facilities. Finally, we do not assess the solvency or fair value of companies considering laws on bankruptcy, insolvency or similar matters.

Likewise, we do not assume any responsibility regarding the verification of regularity and maintenance in the current conditions of business and contracts entered into by Linx. If certain Linx businesses and contracts are discussed, changed, discontinued, terminated and/or if otherwise they fail to generate results for Linx, in whole or in part, the conclusions described herein may be, and probably will be, materially different from the actual results reached by Linx. We understand that the Company counted on legal assistance to confirm the validity, effectiveness and legality of such businesses and contracts.

We were not asked to consider, as this opinion actually does not consider, the merits related to the Transaction. We have not made any assessment as to the convenience of the Transaction for the Company or for Linx when compared to any other strategic business alternative that may exist. In addition, we do not intend to set the price at which Linx's assets or shares should be traded at any time.

Our opinion was prepared assuming market information and is based on market, economic, monetary and other conditions existing and effective at the time it was prepared, as well as on the information that has been made available to us up to the present date, so that it is valid exclusively on this date. Accordingly, although facts and events subsequent to the present date may affect the conclusion of this opinion, we assume no obligation or responsibility to update, revise or revoke it as a result of that or for any other reason. Our analysis does not consider any regulatory changes that may occur in the direct or indirect sectors in which Linx operates.

We act as the Company's financial advisors for the Transaction and, as a result of such advisory, we will receive specific remuneration in case the Transaction is successful, in addition to the agreed fixed amount specifically for us to prepare this Fairness Opinion. Moreover, the Company undertook to reimburse us for any loss resulting from our financial advice and the issuance of this letter.

Besides the relationship arising from this Transaction, on this date, the Company, Linx and their corresponding subsidiaries maintain a business relationship with Itaú BBA and other financial entities that are part of its financial conglomerate, which includes:

COMPANY		LINX
• Companies making part of the Itaú conglomerate and investment funds and/or other funds managed by such companies that hold shares issued by the Company and that currently represent 4.05% of the Company's capital stock.		• Companies making part of the Itaú conglomerate and investment funds and/or other funds managed by such companies that hold shares issued by Linx and that currently represent 6.59% of Linx's capital stock.
• Surety bonds for TOTVS and companies making part of its economic group totaling R$ 53.9 million		• Partnership with Linx for the business of merchant acquiring, as a sub-acquirer. The company known as Rede (accreditor and acquirer), belonging to the Itaú conglomerate, is responsible for processing Linx Pay's transactions.

Besides, the Company and/or Linx currently contract and may come to contract, with companies that are part of the Itaú conglomerate, banking services, including investments or any other financial operations required to perform the activities of the Company and/or Linx, and we may, as the case may be, be remunerated for such services, under market terms and conditions. Moreover, in the ordinary course of our businesses we may acquire, hold or sell, on our own behalf or on behalf of our clients or customers, debt instruments and other securities and financial instruments (including bank loans and other obligations) from the Company, Linx, and/or their corresponding subsidiaries.

In addition to the stated hereinabove, we have no other interest, whether direct or indirect, in the Company, in Linx, or in the Transaction.

Professionals from the securities analysis departments (research) and other divisions of the Itaú Unibanco Group, including Itaú BBA itself, can base their analyses and publications on the Company and/or Linx on different operating and market assumptions and on different methodologies of analysis when compared to those employed to prepare this document, so that the research reports and other publications prepared by them may contain results and conclusions different from those submitted herein, considering that such reviews and reports are carried out by independent analysts without any connection with the professionals who worked on the preparation of this document. We adopt policies and procedures to preserve the independence of our securities analysts, who may have different views than those of our investment banking department. We also adopt policies and procedures to preserve the independence between investment banking and other areas and departments of Itaú BBA and other companies making part of the Itaú Unibanco Group, including , but not limited to, asset management, proprietary trading firm, debt instruments, securities and other financial instruments.

Our opinion is limited to the fairness of the appraisal of Linx's shares for the purposes of the exchange ratio set forth in the Notices of Material Fact on the Transaction from an exclusively financial, and concerning the present date. We do not assess the Transaction from a legal, regulatory or any other point of view and, therefore, we are not responsible for any liability (whether under contract, civil liability provisions or for other reasons) arising from such reviews or arising from any risks, including image and reputation risks assumed by the Company connected to the Transaction. Likewise, it is also worth noticing that we are not an accounting firm and we do not provide accounting or auditing services in connection with this Transaction. When preparing our opinion, we did not take into account: (i) the tax effects arising from the Transaction (except for the potential use of goodwill generated for the Transaction - and, for such purpose, Itaú BBA was based exclusively on the information provided by the Company regarding the goodwill generated by the Transaction); (ii) the impact of any commissions, fees and expenses that may result from the consummation of the Transaction; and (iii) the future accounting impact arising from the Transaction.

The presentation of this opinion was approved by an Itaú BBA's fairness opinion committee. This letter is issued for the sole purpose of being used by the Company's Board of Directors in connection with and for the purposes of its assessment of the Transaction, as detailed hereinabove. This Fairness Opinion should not be used for any other purposes. This opinion does not grant rights or resources on the Company's Board of Directors, its board of executive officers or any shareholder, affiliate, subsidiary, holder of securities or creditor of the Company or, even, any third party. This document is not, and should not be used as, a favorable opinion or as a recommendation to carry out the Transaction for the Company, its executives, affiliates and shareholders. The Company, its executives, affiliates and shareholders must conduct their own reviews and analyses as regards the Transaction and must base themselves on the information available to them and the opinions of their own financial, tax and legal advisors. This Fairness Opinion and the documents related to it were not prepared for and are not and should not be used as an appraisal report or to meet any legal, regulatory or contractual requirements or obligations applicable to the Company, to Linx, the Transaction and/or any corporate events connected to the Transaction.

Based on the terms described herein, and subject to the prior statements and other relevant factors considered by us, it is our opinion that, on the present date, an exchange ratio composed of 1 (one) share issued by the Company plus the amount of R$ 6.20 (six Reals and twenty cents of Real) for each 1 (one) common share issued by Linx seemed fair and reasonable to us, from an exclusively financial point of view.

This opinion may not under any circumstances be disclosed, forwarded or communicated, in whole or in part, to any third party, for any purpose, without our prior written consent. Likewise, no type of disclosure to the market and/or to the shareholders and other executive officers of the Company, nor the availability of physical or electronic copies of this Fairness Opinion will be allowed without Itaú BBA's prior and express consent, except as required by the competent regulatory bodies or by the Judiciary. However, the disclosure of this opinion in the context of the Transaction is excluded from the aforementioned prohibition, only in its entirety, without any changes whatsoever, (i) to the regulatory agencies of the Brazilian securities market, to the extent strictly necessary only, upon an express request from the aforementioned agencies, and (ii) to be examined by the Company's shareholders who have expressly requested access thereto, solely and exclusively at the Company's headquarters, and any form of reproduction (electronic or manual) of its content being forbidden. In any of those cases the Company must promptly inform Itaú BBA of such disclosure.

This letter is subject to the Brazilian laws and any dispute regarding its content must be settled in the district court of the Capital of the State of Sao Paulo, Brazil.

Yours faithfully,

Banco Itaú BBA S.A.

(Signature page of the Fairness Opinion issued by Banco Itaú BBA S.A. on September 28, 2020 to the Board of Directors of Totvs S.A.)

Appendix I.8. Project of TOTVS's Bylaws

BYLAWS^[1] of TOTVS S.A.

CHAPTER I

NAME, REGISTERED OFFICE, PURPOSE, AND DURATION

Article 1 - TOTVS S.A. (“Company”) is a Brazilian corporation governed by these Bylaws and the applicable laws in force.

Paragraph 1 - Upon the Company's admission into the 'Novo Mercado' of B3 S.A. e - Brasil, Bolsa, Balcão (respectively, “Novo Mercado” and “B3” stock exchange), the Company, its shareholders, including controlling shareholders, directors, officers and members of the fiscal council - when established, are subject to the listing provisions of the 'Novo Mercado' Regulation (the “Novo Mercado Regulation”).

Paragraph 2 - The provisions of such Novo Mercado Regulation shall prevail over the statutory provisions in case of any risk of damages to the rights of the recipients of the public offers provided for in these Bylaws.

Article 2 - The Company's headquarters and jurisdiction in the Capital City of Sao Paulo, State of Sao Paulo, Brazil, and the Board of Directors is responsible for determining its precise location.

Sole Paragraph - The Company may open, close, and change the address of branches, agencies, warehouses, offices, and any other facilities in Brazil upon resolution of the Board of Executive Officers, or abroad upon decision of the Board of Directors.

Article 3 - The Company's main purpose is to develop and create computer software. Company's ancillary activities: the provision of consulting and advisory services, exploitation of rights to use its own or third-party computer systems and software, including the rental of software and hardware, the provision of data processing services, training, and the purchase and sale of computers, its accessories, peripherals, and supplies, being able to import goods and services connected to its core activity, granting of franchising, retail sale of clothing and related items and their related items, research and technological innovation activities, technical support activity in information technology, including installation, set-up, and maintenance of computer programs and databases, provision of business management consultancy services, data processing activities, hosting, portals, internet information providers and services, outsourcing services, as well as taking part of and holding interests in other companies as a partner, shareholder or member.

Article 4 - The Company's term of duration is indefinite.

^[1] Approved by the Extraordinary General Meeting held on April 27, 2020.

CHAPTER II

CAPITAL STOCK

Article 5 - The Company's fully subscribed and paid-in capital is R$2,121,341,447.46 (two billion, one hundred and twenty-one million, three hundred and forty-one thousand four hundred and forty-seven reais and forty-six cents), divided into 757,341,918 (seven hundred and fifty-seven million, three hundred and forty-one thousand, nine hundred and eighteen) common shares, all registered, book-entry shares with no par value.

Sole Paragraph - The Company cannot issue preferred shares.

Article 6 - The Company is authorized to increase its capital stock up to the limit of R$4,500,000,000 (four billion and five hundred million Reais).

Paragraph 1 – Within the limit authorized in this Article, the Company may, upon resolution of the Board of Directors, increase its capital stock, irrespective of any amendment to the Bylaws. The Board of Directors shall establish the issuance conditions, including the price and payment period.

Paragraph 2 – Within the limit of authorized capital, the Board of Directors may determine the issuance of subscription bonus.

Paragraph 3 – Within the limit of authorized capital and in accordance with the plans approved by the General Meeting, the Board of Directors may grant stock option or share subscription to the members of its Management (“Managers”) and employees (“Employees”), as well as to the managers and employees of other companies directly or indirectly controlled by the Company, without granting preemptive rights to shareholders.

Paragraph 4 – The Company is barred from issuing founders’ shares.

Article 7 – The capital stock shall be solely represented by common shares and each common share entitles one vote with respect to the resolutions of the General Meeting.

Article 8 – All Company’s shares are registered and held in a deposit account with a financial institution authorized by the Brazilian Securities Commission (“CVM”), on behalf of their holders, without certificates.

Sole Paragraph – Any transfer and registration costs, as well as any service costs related to the registered shares, may be charged directly to the shareholder by the underwriting institution, as defined in the stock registration agreement.

Article 9 – The Board of Directors may decide on the exclusion or reduction of preemptive rights for the purpose of issuing shares, debentures convertible into shares and subscription bonuses, whose placement takes place by sale in stock exchanges or public subscription, or through swap of shares in a public tender offer, as provided by law, within the limits of its authorized capital.

CHAPTER III

GENERAL MEETING

Article 10 – The General Meeting shall regularly meet once a year and, on an extraordinary basis, when called, pursuant to Law 6,404, of December 15, 1976 (“Brazilian Corporations Act”) or to these Bylaws.

Paragraph 1 – Any General Meeting’s resolutions shall be taken by the absolute majority of votes cast.

Paragraph 2 – The General Meeting that may decide on the delisting of the Company as a publicly-held company, or its delisting from the Novo Mercado shall be called at least thirty (30) days in advance.

Paragraph 3 – Any resolution about any change to or exclusion of Article 47 of these Bylaws shall be taken by the absolute majority of votes, complying with the required minimum quorum of thirty percent (30%) of the voting capital for taking resolutions.

Paragraph 4 – The General Meeting may only resolve on the agenda matters included in the respective call notice, subject to the exceptions set forth in the Brazilian Corporations Act.

Paragraph 5 – At the General Meetings, the shareholders shall submit, with at least forty eight (48) hours in advance, in addition to the identity card and/or applicable corporate documents evidencing legal representation, as the case may be: (i) evidence issued by the underwriting institution, no longer than five (5) days before the date the General Meeting; (ii) the proxy with the grantor’s notarized signature; and/or (iii) with respect to the shareholders taking part in the fungible custody of book-entry shares, the statement including the respective ownership interest issued by the applicable body.

Paragraph 6 – The minutes of Meetings shall be: (i) drawn up in the General Meetings Minutes Book as a summary of the events occurred, including the summarized indication of the votes cast by the attending shareholders, the blank votes and abstentions; and (ii) published without signatures.

Article 11 – The General Meeting shall be installed and presided over by the Board of Directors’ Chairman or, in his absence or impediment, installed and presided over by another Director, Executive Officer or shareholder nominated in writing by the Board of Directors’ Chairman. The General Meeting’s Chairman shall nominate up to two (2) Secretaries.

Article 12 – In addition to the duties provided for by law, the General Meeting shall be responsible for:

(i)

electing and dismissing any Board of Directors’ members;

(ii)

establishing the overall annual compensation of the members of the Board of Directors and of the Board of Executive Officers, as well of the Fiscal Council, if convened;

(iii)

changing the Bylaws;

(iv)

resolving on the dissolution, winding-up, merger, spin-off, amalgamation of the Company or of any company into the Company;

(v)

assigning share bonuses and deciding on possible splits or reverse splits of shares;

(vi)

approving plans for granting of stock options or share subscription to its Managers and Employees, as well to the managers and employees of other companies directly or indirectly controlled by the Company;

(vii)

resolving, in accordance with proposal submitted by management, on the allocation of profit for the year and dividend distribution;

(viii)

electing the liquidator, as well as the Audit Board which shall operate during the winding- up period;

(ix) resolving on the delisting from the Novo Mercado of B3;

(x)

exempting from conducting public tender offer as a prerequisite for the Company to delist from the Novo Mercado;

(xi)

resolving on the Company’s deregistration as a publicly-held company with the CVM, except for the provisions of Article 49 (ii) of these Bylaws; and

(xii)

resolving on any matters submitted by the Board of Directors.

Sole Paragraph – The resolution referred to in item (x) of this Article must be taken by majority vote of shareholders of outstanding shares attending the Meeting, and blank votes are not recorded. If held on first call, the Meeting must be attended by shareholders representing at least two thirds (2/3) of total outstanding shares; if on second call by any number of shareholders of outstanding shares.

CHAPTER IV

MANAGEMENT BODIES

Section I - General Provisions Common to the Management Bodies

Article 13 – The Company shall be managed by the Board of Directors and the Executive Officers.

Paragraph 1 – The investiture of the members of the Board of Directors and the Executive Officers is subject to their signing the instrument of investiture, which must include their agreement with the arbitration clause provided for in Article 53, exempt of any management guarantee.

Paragraph 2 – The Managers shall remain in their positions up to the investiture of their deputies, except if resolved differently by the General Meeting or by the Board of Directors, as the case may be.

Article 14 – The General Meeting shall establish the overall annual compensation for distribution among Managers, and the Board of Directors shall be responsible for individually allocating such amounts, after considering the People and Compensation Committee report, pursuant to the provisions of Article 22 of these Bylaws.

Article 15 – Except as provided on these Bylaws, any of the management bodies or technical committees shall legally meet with the attendance of the majority of its respective members and resolutions shall be taken by absolute majority of votes of the attending members.

Sole Paragraph – For the meeting to be valid, the prior call for the meeting may only be waived if all members are present. Any management body members who state their vote by means of a proxy in favor of another member of the respective body, either by written vote in advance or written vote transmitted by fax, electronic mail or by any other means of communication shall be deemed as present.

Section II - Board of Directors

Article 16 – The Board of Directors shall be composed of at least five (5) and at the most nine (9) members, elected and dismissible by the General Meeting, with a unified term of office of two (2) years, with reelection allowed.

Paragraph 1 – At least two (2) or twenty percent (20%), whichever higher, of the Board of Directors’ members must be independent members, as defined in the Novo Mercado Rules, and the characterization of persons appointed to the Board of Directors as independent members must be resolved at the General Assembly that elects them. In the event the calculation of this percentage results in a fraction number, the Company shall round to a full number.

Paragraph 2 – At the Annual General Meeting the purpose of which is to resolve on the election of the Board of Directors, having in mind the expiration of the Board’s term of office, the shareholders shall determine the effective number of members of the Board of Directors for the next term.

Paragraph 3 – The Board of Directors’ members shall have flawless reputation, and may not be elected, except for General Meeting waive, any individual who (i) holds positions in companies which may be deemed as Company’s competitors; or (ii) has or represents any interests conflicting with the Company. Members of the Board of Directors shall not exercise their voting right in case the aforementioned impediment factors occur.

Paragraph 4 – The Board of Directors’ members may not have access to any information or take part in any Board of Directors’ meetings related to matters they have or represent any interests which conflict with those of the Company.

Paragraph 5 – For better performance of its duties, the Board of Directors may set up any committees or workgroups with defined purposes, always seeking to advise the Board of Directors, and these committees shall be composed of individuals nominated among management and/or other persons directly or indirectly related to the Company.

Article 17 – The Board of Directors shall have one (1) Chairman and one (1) Vice-Chairman, who shall be elected by absolute majority of votes of the attendees, at the first Board of Directors’ meeting held immediately after the investiture of such members, or in case of a resignation or vacancy in these positions. The Vice-Chairman shall exercise the Chairman’s duties in his temporary absences and impediments, irrespective of any formality. In the event of any temporary absence or impediment of the Chairman and the Vice-Chairman, the Chairman’s duties shall be exercised by another Board of Directors’ member nominated by the Chairman.

Paragraph 1 – The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive officer of the Company may not be accumulated by the same person.

Paragraph 2 - The Board of Directors’ Chairman shall call and chair the Board of Directors meetings and the General Meetings, except for, with respect to the General Meetings, the cases in which another member of the Board of Directors, Executive Officer or shareholder is appointed by the Chairman in writing to preside over the meeting.

Paragraph 3 – In the Board of Directors’ resolutions, the Chairman shall be entitled to the casting vote in case of a draw.

Article 18 – The Board of Directors shall regularly meet six (6) times per year, and on an extraordinary basis, whenever called by the Chairman or by the majority of its members. The Board of Directors meetings may be held via conference call, videoconference or by any other means of communication that allows for the identification of the member and the simultaneous communication with all other persons attending the meeting.

Paragraph 1 – Calls for the meetings shall be made by means of a written notice to be delivered to each member of the Board of Directors at least five (5) days in advance, including the agenda, place, date and time of the meeting.

Paragraph 2 – All Board of Directors’ resolutions shall be stated in the minutes drawn up in the respective Minutes Book of the Board of Directors’ Meetings and executed by the attending Directors.

Article 19 – In addition to other duties assigned to it by law or these Bylaws, the Board of Directors shall be responsible for:

(i)

establishing the overall guidance for the Company’s business;

(ii)

electing and dismissing the Company’s executive officers and establishing their duties;

(iii)

calling the General Meeting, when deemed applicable, or pursuant to Article 132 of the Brazilian Corporations Act;

(iv)

inspecting the Executive Officers’ management, reviewing, at any time, the Company’s books and papers and requesting information on any agreements entered into or to be entered into and any other acts;

(v)

choosing and dismissing the Company’s independent auditors;

(vi)

providing a prior opinion on the Management Report and the accounts of the Executive Officers and resolving on their submission to the General Meeting;

(vii)

approving the annual and multiannual budgets of the Company, its controlled and affiliated companies, the strategic plans, the expansion projects and investment programs of the Company, as well as following its performance;

(viii) resolving on the opening, closing and modification of branches of the Company abroad;

(ix)

authorizing the issuance of Company’s shares and subscription bonuses, within the Company’s authorized capital limit;

(x)

resolving on the Company’s purchase of its own shares to be held in treasury and/or for later cancellation or sale;

(xi)

resolving on the granting of stock options or share subscription to its Managers and Employees, as well as to the managers and employees of other companies directly or indirectly controlled by the Company, without preemptive rights for any shareholders pursuant to the plans approved at General Meetings, after taking into account the People and Compensation Committee Report;

(xii)

submitting to the Annual General Meeting a proposal for allocation of the fiscal years’ net profit;

(xiii)

distributing among the Executive Officers, individually, the portion of the overall annual compensation of the Managers established by the General Meeting, after considering the People and Compensation Committee Report;

(xiv)

resolving on any deals or agreements between (a) the Company and its controlled companies (except for wholly-owned controlled companies) and (b) between the Company or its controlled companies (whether wholly owned or not) and any of their Managers and/or shareholders (including companies directly or indirectly controlled by said managers and/or shareholders, or by any third parties related to them);

(xv)

resolving, as delegated by the General Meeting, when debentures are issued by the Company, on the period and conditions for maturity, amortization or redemption, on the period and conditions for payment of interest, profit sharing and repayment premiums, if any, and on the subscription and placement methods, as well as the types of debentures;

(xvi)

resolving on the subscription, purchase, sale or encumbrance by the Company of any shares or securities issued by any of the Company’s controlled or affiliated companies, except in connection with operations involving exclusively the Company and wholly owned entities;

(xvii)

resolving on the Company’s participation in other entities, as well as any involvement in other endeavors, including as a member of a consortium or a party to a silent partnership.

(xviii) deciding on the payment or credit of interest on equity to shareholders, according to applicable laws;

(xix)

resolving on the distribution of interim dividends, including at the expense of accumulated profits or profit reserves from the latest annual or interim balance sheet;

(xx)

resolving on the assignment or transfer to a third party, by any means, of intellectual or industrial rights of the Company and/or of a company directly or indirectly controlled by it, except for a remunerated licensing made by the Company in the ordinary course of business;

(xxi)

authorizing the following acts in amounts exceeding five (5) percent of the subscribed corporate capital, such amount to be taken in consideration of isolated transactions or sets of related transactions: (a) purchase by the Company, by any means, of assets in other companies, including its controlled or affiliated companies; (b) divesture of assets from permanent assets, (c) provision of warranties of any nature by the Company; (d) granting of loans in favor of any third parties; (e) investing in expansion and improvement projects; (f) entering into long- or short-term debt operations; and (g) entering into any long-term agreements (with a duration in excess of one year);

(xxii)

manifesting favorable or otherwise regarding any public offer of shares that has as object the shares of the Company, through prior informed opinion, issued within 15 days of publication of the notice of public offering acquisition of shares, which should address at least (a) the convenience and opportunity of the public offer for acquisition of shares and the interest of the Company and of all shareholders, including in relation to the price and potential impacts on the liquidity of shares (b) strategic plans disclosed by the issuer in relation to the Company, (c) alternatives to the acceptance of supply public acquisition of shares available in the market; (d) the economic value of the Company; and (e) other items which the Board deems appropriate, as well as information required by applicable rules established by the CVM; and

(xxiii)

expressing opinion on the terms and conditions of corporate reorganizations, capital increases and other transactions that originate a change in control, and documenting if they assure fair and equity treatment to the company’s shareholders.

Paragraph 1- The Company shall not grant loans or guarantees to its Board of Directors’ members or Executive Officers, except proportionally to the extent that these loans or guarantees are available to the Employees or clients of the Company.

Paragraph 2 – The Company representative’s vote in favor of any resolution regarding the topics listed in Article 19 at General Meetings and other corporate bodies of the Company’s directly or indirectly controlled companies shall require the approval of the Company’s Board of Directors.

Section III – Management’s Supporting Committees

Article 20 – The Company shall have the following advisory committees to the Board of Directors, as provided in the charter approved by the Board of Directors:

(i) Audit Committee;

(ii) People and Compensation Committee; and

(iii) Governance and Nomination Committee.

Paragraph 1 – The advisory committees will have advisory but not deliberative functions, and must study the matters within their authority and draft the proposals for the Board of Directors.

Paragraph 2 – The term of office of advisory committee members will coincide with the term of office of the Directors and they may be reelected for four (4) more consecutive terms.

Paragraph 3 – The advisory committees will meet in the frequency defined by the annual calendar approved by the Board of Directors, ordinarily up to four (4) times a year, or extraordinarily when requested by the coordinator or the majority of their members.

Paragraph 4 – Each advisory committee will have a coordinator and its tasks and rules of functioning will be defined in the charter approved by the Board of Directors.

Paragraph 5 – The advisory committees will report to the Board of Directors and will have autonomy in relation to the Board of Executive Officers.

Paragraph 6 – Members of the committees are subject to the same duties as Directors, envisaged in the Bylaws, the disclosure and trading policies, the Code of Ethics and Conduct, and the duties and responsibilities of managers as per articles 153 to 159 of Brazilian Corporations Law.

Article 21 – The People and Compensation Committee must consist of at least three (3) members, all Directors, and at least two (2) of whom must be independent.

Article 22 – The People and Compensation Committee shall exercise consulting functions and shall assist the Board of Directors to establish the terms of the compensation and other benefits and payments to be received on any account from the Company by Executive Officers and Board Members. The following is incumbent upon the People and Compensation Committee, among other responsibilities established in its charter:

(i)

submitting to the Board of Directors a proposal for distribution of the overall annual compensation to the Executive Officers and Board Members, based on the information technology market standards and following up on the payment of compensation and, if the compensation is not in line with the information technology market standards, informing said fact to the Board of Directors;

(ii)

expressing an opinion on the grant of stock options or share subscriptions to the Company’s Managers and Employees; and

(iii)

expressing an opinion on the profit sharing of the Company’s Executive Officers and Employees.

Article 23 – The Audit Committee must consist of at least three (3) members, the majority being Directors, all of them independent, and at least one (1) of whom must have recognized experience in corporate accounting matters.

Paragraph 1 – In addition to other duties assigned to it by its charter, the Audit Committee has the following responsibilities:

(i)

provide opinion on contracting or removing independent audit services;

(ii)

evaluate the quarterly information, interim financial statements and annual financial statements;

(iii)

monitor the activities of the Company’s internal audit and internal controls department;

(iv)

evaluate and monitor the Company’s risk exposures;

(v)

evaluate, monitor and recommend to the management corrections or improvements to the internal policies of the Company, including the policy on related-party transactions;

(vi)

analyze if the Company has the means to receive and deal with information on noncompliance with legal and regulatory provisions applicable to the Company, as well as internal regulations and codes, and also laying down specific procedures to protect the provider and the confidentiality of information; and

(vii)

give opinions on proposals by management bodies to be submitted to the Shareholders Meeting, related to change in capital, issue of debentures or subscription warrants, investment plans and/or capital budgets, distribution of dividends, transformation, merger, consolidation or spin-off, tax issues and structured financial operations.

Paragraph 2 – The coordinator of the Audit Committee shall attend the shareholders meeting of the Company and will remain at the disposal of shareholders to provide clarifications and information.

Article 24 – The Governance and Nomination Committee will consist of at least three (3) members, all Directors, with at least two (2) Independent Directors.

Article 25 – In addition to other duties assigned to it by its charter, the Governance and Nomination Committee shall have the following responsibilities:

(i)

recommend and monitor the adoption of corporate governance good practices, as well as the effectiveness of processes, proposing updates and improvements when necessary;

(ii)

establish the channels and processes for interaction between long-term shareholders of the Company and the Board of Directors, especially on the issues of strategy, governance, compensation, succession and membership of the Board of Directors;

(iii)

select and recommend to the Board of Directors people who, meeting the legal requirements and the needs of the Company, and after hearing the relevant stakeholders, could be candidates to make up the slates to be approved by the Board of Directors – or individually – for submission for election by the Shareholders Meeting;

(iv)

select and recommend to the Board of Directors people who, meeting the legal requirements and the needs of the Company, could be nominated to the Board of Directors’ Advisory Committees;

(v)

select and recommend to the Board of Directors people for the position of Director to fill up vacancies;

(vi)

select and recommend to the Board of Directors people for the Fiscal Council of the Company, if constituted;

(vii)

support the Chairman of the Board of Directors in organizing a formal and periodical performance appraisal process of the Board of Directors and the Directors, to be conducted annually.

(viii) ensure the existence, effectiveness and implementation of an executive succession plan and monitor its execution with the People and Compensation Committee;

(ix)

express opinion on the disclosure of the Company’s governance practices, including in the Reference Form and Management Proposal for the Shareholders Meeting;

(x)

express opinion on the membership of persons related to the Company on the Boards of Directors, Advisory Committees to the Board of Directors and Audit Boards of other companies, whether publicly or privately held companies.

(xi)

support the Board of Directors in evaluating the candidates for Directors regarding their credentials as independent members.

Section IV- Board of Executive Officers

Article 26 – The Board of Executive Officers shall be composed of a minimum of five (5) and a maximum of twenty (20) members, including the following positions, whose duties shall be determined by the Board of Directors: (i) Chief Executive Officer, (ii) Chairman Director; (iii) up to eight (8) Vice Presidents, and (iv) up to ten (10) Executive Officers. The Officers may accumulate positions and shall serve for a unified term of two (2) annual terms, where an annual term shall be deemed to be the period between two (2) Annual General Meetings, reelection being allowed.

Article 27 – In the event of the absence or impediment of any officer, the Board of Executive Officers shall name a pro-tem replacement from among its members, with the condition that the Chief Executive Officer and the President shall stand in for one another in the performance of the respective duties, including where such a position is not filled or is left vacant mid-term.

Article 28 – In the event of the vacancy of any position, the Board of Directors may designate a substitute Officer who shall serve for the duration of the remaining term of the replaced Officer’s term.

Article 29 – Vice-Presidents and Executive Officers shall cooperate with the Chief Executive Officer and the President in the management of business and the conduction of corporate services.

Article 30 - The Board of Executive Officers holds all the powers to carry out the acts required for the Company’s normal operation and for fulfilling its business purpose, however special they may be, including waiver of rights, negotiation and agreement, subject to any applicable legal or statutory provisions. It shall be responsible for managing the Company’s business, particularly:

(i)

complying with and causing the compliance with these Bylaws and the resolutions of the Board of Directors and the Annual Meeting;

(ii)

annually submitting, to the appreciation of the Board of Directors, the Management Report and the accounts of the Board of Executive Officers, supported by the independent auditors’ report, as well as the proposal for allocation of income determined in the prior year;

(iii)

proposing to the Board of Directors the annual and multiannual budgets of the Company, its controlled and affiliated companies, as well as the Company’s strategic plans, expansion projects and investment projects;

(iv)

deciding on any matter that is not of exclusive responsibility of the General Meeting or the Board of Directors; and

(v)

resolving on opening, changing and closing branches, warehouses, offices and any other facilities or units in Brazil.

Article 31 – The Company shall be legally bound whenever represented by two (2) members of the Board of Executive Officers, or one (1) member of the Board of Executive Officers and one (1) proxy, or by two (2) proxies within the limits of their corresponding authority.

Paragraph 1 – The Company may be represented by a single Executive Officer or a single proxy in the following cases:

(i) before any direct or indirect public administration body for the purposes of acts not involving the acceptance or waiver of rights and obligations; (ii) pursuant to “ad judicia” powers of attorney, i.e., for courts in general; and (iii) at general shareholders’ meetings, or meetings of shareholders or quota- holders in companies or investment funds where the Company is a participant; and (iv) elsewhere as specified by the Board of Directors.

Paragraph 2 – All powers of attorney shall be granted jointly by two (2) Executive Officers.

Paragraph 3 – The Company shall be represented severally by any of the Executive Officers or a duly appointed proxy for the purposes of service of process or legal notices and for personal testimony.

CHAPTER V

FISCAL COUNCIL

Article 32 - The Fiscal Council shall operate on a non-permanent basis, with the powers and duties assigned to it by law and shall only be convened upon General Meeting resolution, or at shareholders’ request, in the cases provided for by law.

Article 33 – When established, the Fiscal Council shall be composed of three (3) sitting members and an equal number of deputies, shareholders or not, elected and removable from office at any time by the General Meeting.

Paragraph 1 - The Fiscal Council members shall have the unified term of office of one (1) year, with reelection allowed.

Paragraph 2 - The Fiscal Council members, at its first meeting, shall elect its Chairman.

Paragraph 3 - The office of the Members is conditioned on the signing of the instrument of investiture, which must include the agreement to arbitration clause referred to in Article 53.

Paragraph 4 - The Fiscal Council members shall be replaced, upon any absences and impediments, by their respective deputies.

Paragraph 5 - In the event a Fiscal Council member position is vacant, the respective deputy shall take office; in case there is no deputy, the General Meeting shall be called to arrange for the election of a new member for the vacant position.

Paragraph 6 – Any person who has a relationship with any company deemed to be a competitor of the Company (“Competitor”) may not be elected for the position of member of the Company’s Fiscal Council, and it is prohibited the election of any person who, among other things, is: (i) an employee, shareholder or member of a management, technical or fiscal body of the Competitor or of the Competitor’s Controlling Party or Controlled Companies (as set forth in Article 42, Paragraph 1 of these Bylaws); (ii) a spouse or relative up to second degree of consanguinity of a member of a management, technical of fiscal body of the Competitor, or of the Competitor’s Controlling Party or Controlled Companies.

Article 34- When convened, the Fiscal Council shall meet whenever required, as provided for by law, and analyze, at least on a quarterly basis, the Company’s financial statements.

Paragraph 1 - Irrespective of any formalities, any meeting attended by all Fiscal Council members shall be deemed as regularly called.

Paragraph 2 - The Fiscal Council states its position by absolute majority of votes, with the attendance of most of its members.

Paragraph 3 - All Fiscal Council’s resolutions shall be stated in the minutes drawn up in the respective Fiscal Council Minutes and Opinions book and executed by the attending Board members.

Article 35 - The Fiscal Council members’ compensation shall be determined by the Annual General Meeting electing such members, subject to Paragraph 3 of Article 162 of the Brazilian Corporations Act.

CHAPTER VI

PROFIT DISTRIBUTION

Article 36 - The fiscal year begins on January 1st and ends on December 31st of each year.

Sole Paragraph - At the end of each fiscal year, the Board of Executive Officers shall prepare the Company’s financial statements, pursuant to any applicable legal provisions.

Article 37 - Together with the financial statements for the year, the Board of Directors shall submit to the Annual General Meeting a proposal on the appropriation of net income for the year, calculated after the deduction of any profit-sharing referred to in Article 190 of Brazilian Corporations Act, in accordance with the provision in Paragraph 1 of this Article, adjusted for purposes of calculation of dividends pursuant to Article 202 of the same law, subject to the following deduction order:

(i)

five percent (5%), at least, for the legal reserve, until it reaches twenty percent (20%) of the capital stock. In the year in which the legal reserve balance plus the capital reserve amounts exceeds thirty percent (30%) of the capital stock, the appropriation of part of net income to the year for the legal reserve shall not be mandatory; and

(ii)

the portion required for payment of a mandatory dividend may not be lower, in each year, than twenty five percent (25%) of the annual adjusted net income, as set forth in Article 202 of the Brazilian Corporations Act.

Paragraph 1 - The General Meeting may assign to the members of the Board of Directors and of the Board of Executive Officers a profit-sharing portion not higher than ten percent (10%) of the outstanding balance of the income for the year, after deduction of the accumulated losses and the provision for income and social contribution taxes, pursuant to the legal format and limits.

Paragraph 2 - The remaining profit balance, if any, shall be appropriated as the General Meeting so determines, and any withholding of income for the year by the Company shall mandatorily have attached to it a budget proposal previously approved by the Board of Directors. In case the profits reserve balance exceeds the capital stock, the General Meeting shall resolve on the use of such excess for payment or increase of the capital stock or also for distribution of dividends to shareholders.

Article 38 – As proposed by the Board of Executive Officers, approved by the Board of Directors, ad referendum by the General Meeting, the Company may pay or credit interest to shareholders, as interest on equity of the latter, subject to applicable legislation. Any possible amounts thus disbursed may be attributed to the mandatory dividend amount set forth in these Bylaws.

Paragraph 1 - In the event interest is credited to shareholders in the fiscal year and appropriated to the mandatory dividend amount, shareholders shall be paid with the dividends they are entitled to, and shall also be entitled to the payment of any possible remaining balance. In the event dividends are lower than the amount credited to shareholders, the Company may not charge the remaining balance from shareholders.

Paragraph 2 - The effective payment of interest on equity, after being credited during the fiscal year, shall be made upon Board of Directors’ resolution, in the fiscal year or in the following year, but never after the dividend payment dates.

Article 39 - The Company may prepare six-month balance sheets or balance sheets in shorter periods, and state, upon the Board of Directors resolution:

(i)

the payment of dividends or interest on equity, to the account of income earned in the six month balance sheet, attributed to the mandatory dividend amount, if any;

(ii)

the dividend distribution in periods shorter than six (6) months, or interest on equity, attributed to the mandatory dividend amount, if any, provided that the total dividends paid in each half of the fiscal year does not exceed the capital reserve amounts; and

(iii)

the payment of interim dividends or interest on equity, to the account of retained earnings or profits reserve in the latest balance sheet for the year or for the six-month period, attributed to the mandatory dividend amount, if any.

Article 40 - The General Meeting may resolve on capitalization of profits or capital reserves, including those stated in interim balance sheets, subject to applicable legislation.

Article 41 - Any dividends not received or claimed shall expire within three (3) years, counted from the date in which they were made available to the shareholders, and shall inure to the benefit of Company.

CHAPTER VII

DISPOSAL OF OWNERSHIP CONTROL, DELISTING AS A PUBLICLY-HELD COMPANY, AND DELISTING FROM THE NOVO MERCADO

Article 42 - The direct or indirect Disposal of the Company’s ownership control (as defined in Paragraph 1 of this Article), either through a single or successive operations, shall be contracted under either a suspensive or resolutory condition that the Ownership Control buyer be obliged to carry out a Public Tender Offer (“PTO”) for acquisition of shares owned by other shareholders, subject to any conditions and terms set forth in legislation in force and in the regulation in force and the Novo Mercado Regulation, so that such shareholders are entitled to a treatment equal to that of the Shareholder Controlling Seller (as defined in Paragraph 1 of this article).

Paragraph 1 - For purposes of these Bylaws, the expressions below started in capital letters shall have the following meanings: “Controlling Shareholder” means shareholder (s) or Group of Shareholders that owns the Company's Control. "Controlling Shareholder Seller" means the controlling shareholder when it promotes the sale of the Company's control. “Control Shares" means the block of shares that ensures, directly or indirectly, its holder(s) the individual and/or combined control of the Company. "Acquirer" means one for whom the Controlling Shareholder transfers securities that may result in a Transfer of Control of the Company. "Transfer of Control of the Company"

means the transfer to third persons, against payment, of the Control Shares, securities convertible into shares with voting rights, assignment of subscription rights to shares or other securities or rights to securities convertible into shares issued by the Company that may result in acquisition of Control by the Buyer. “Group of Shareholders” means a group of people who are (i) pegged by agreements or contracts of any nature, either directly or by means of Controlled Companies, Controlling Parties or Under Common Control; or (ii) among which there is controlling relationship; or (iii) under common control. "Control" means the power effectively used by shareholders to manage the activities and guide the organs of the Company, directly or indirectly, in fact or law, regardless of ownership interest held. "Economic Value" means the value of the company and its shares to be determined by a specialized company, by using recognized methodology or based on other criteria that may be defined by the CVM.

Paragraph 2 – In the event the acquisition of control also subjects the Control Buyer to the obligation of carrying out a Public Tender Offer required pursuant to Article 43 of these Bylaws, the purchase price shall be the highest among those determined in conformity with this Article 42 and Article 43, Paragraph 2 of these Bylaws.

Article 43 – Any person or shareholder who purchases or becomes the holder of shares issued by the Company, in a number equal to or higher than twenty percent (20%) of the total shares issued by the Company shall, within no longer than sixty (60) days counted from the acquisition date or the event giving rise to the ownership of shares in a number equal to or higher than twenty percent (20%) of the total shares issued by the Company, carry out or request the registration of, as the case may be, a Public Tender Offer of all shares issued by the Company, subject to the applicable CVM regulation, the Novo Mercado Regulation, other B3 regulations and the provisions of this Article.

Paragraph 1 - The Public Tender Offer shall be: (i) equally addressed to all Company’s shareholders; (ii) carried out in an auction to be held at B3; (iii) placed by the price determined in conformity with the provisions of Paragraph 2 of this Article; and (iv) paid on demand, in local legal tender, upon the acquisition of shares issued by the Company in the Tender Offer.

Paragraph 2 - The purchase price in the Public Tender Offer for each share issued by the Company may not be lower than the highest amount between (i) one hundred and twenty-five percent (125%) of the highest unit quotation reached for the shares issued by the Company during the twelve (12) month period prior to the Public Tender Offer in any stock exchange in which the Company’s shares are traded; (ii) one hundred and twenty-five percent (125%) of the highest unit price paid by the Buying Shareholder, at any time, for a share or a share lot issued by the Company; (iii) the Economic Value determined in the appraisal report.

Paragraph 3 - Any shareholders who are holders of shares representing at least ten percent (10%) of capital stock may request a new appraisal report to be prepared in the same format as that referred to in item (iii) of Paragraph 2 of this Article, but by a different institution. (I) In case the new appraisal report determines a price per share lower than the one calculated as set forth in Paragraph 2 of this Article, the higher price shall prevail and the shareholders who requested the new appraisal report shall be fully liable for its costs proportionally to their interest in the Company’s capital stock. (II) In case the appraisal report as set forth in this Paragraph determines a price per share higher than that obtained as set forth in Paragraph 2 of this Article, the Buyer may: (1) waiver the Public Tender Offer and agree to dispose the excess interest within three months counted from the acquisition, and any costs on the preparation of new appraisal report must be fully paid by the shareholders who requested its preparation, proportionally to their interest in the Company’s capital stock; (2) carry out the Public Tender Offer for the price per share stated in the new appraisal report, and any costs on the preparation of new appraisal report must be fully paid by the Company.

Paragraph 4 - In the event the Public Tender Offer price is revised, as set forth in Paragraph 3 of this Article, and provided that there is no waiver from the Buyer, the auction shall start at the new price, and a material fact shall be published to report the price revision and the maintenance or waiver of the Public Tender Offer.

Paragraph 5 - Upon revision of the Public Tender Offer price, the following procedure shall be adopted:

(i)

the request for a new appraisal report on the price per Company’s share, based on the Economic Value, duly documented and supported by evidence showing the flaw or inaccuracy of the calculation methodology employed or the evaluation criterion adopted, shall be carried out within fifteen (15) days counted from the disclosure of the Public Tender Offer amount, and shall interrupt the registration process or, in case such registration is already granted, it shall interrupt the Public Tender Offer notice period, postponing the respective auction, and the Buying Shareholder shall arrange for the publication of a material fact reporting such postponement and the date stated for the holding of the Board of Directors’ meeting which shall choose a specialized company to prepare the new appraisal report;

(ii)

in case the Board of Directors decides that a new appraisal of the Company shall not be prepared, the registration process or the Public Tender Offer itself shall be resumed for the remaining period, as the case may be, and, for the latter, the Buying Shareholder shall arrange for the publication of a material fact with the new auction date;

(iii)

in case the appraisal report determines an amount equal to or lower than the Public Tender Offer value obtained as set forth in Paragraph 2 of this Article, the registration process or the Public Tender Offer itself shall be resumed for the remaining period, as the case may be, and, for the latter, the Buying

Shareholder shall arrange for the publication of a material fact with the new auction date;

(iv)

in case the appraisal report determines an amount higher than the Public Tender Offer value obtained as set forth in Paragraph 2 of this Article, the Buying Shareholder shall publish, within five (5) days counted from the submission of the appraisal report, a material fact stating its position to maintain or waive the Public Tender Offer, by clarifying, for the first case, that it will resume the registration process, or of the Public Tender Offer itself for the remaining period, as the case may be, and, for the latter, the Buyer shall arrange for the publication of a material fact with the new auction date and the new price;

(v)

the fifteen (15) day period referred to in item (i) of this Paragraph 5 shall only start after the original appraisal report is delivered to CVM, or after it is made available as set forth in item (viii) of this Paragraph 5, if it comes first, and the Buying Shareholder shall publish a material fact reporting such delivery;

(vi)

the Board of Directors’ meeting resolving on a new appraisal shall nominate the institution in charge for the preparation of such appraisal report, approve the related fees, establish a period no longer than thirty (30) days for conclusion of services, and determine that the appraisal report be forwarded to the Company, for the attention of its Investor Relations Officer, to the stock exchange in which the auction is to be held, and to CVM, in addition to being sent to CVM electronic mail in the specific format determined by CVM;

(vii)

the institution in charge for preparing the appraisal report shall also, on the same date it forwards the appraisal report to CVM, inform the intermediate institution operating in the Public Tender Offer, as set forth in Article 4, IV of CVM Instruction No. 361, of March 5, 2002 (“CVM Instruction 361”), the outcome of such appraisal, so that such institution and the Buying Shareholder adopt any applicable measures among those set forth in items (iii) and (iv) of this Paragraph 5;

(viii) the appraisal report referred to in this Paragraph 5 shall be made available in the same locations, and in the same format, of the appraisal report referred to in Article 8 of CVM Instruction 361; and,

(ix)

the minutes of the Board of Directors’ meeting referred to in this Paragraph 5 shall necessarily state the names of the shareholders who requested the new appraisal, for effects of the possible application of the provision in Paragraph 3, (I) and (II.2) of this Article 43.

Paragraph 6 - The Public Tender Offer mentioned in the main provision of this Article shall not exclude the possibility of another shareholder of the Company or, if applicable, the Company itself, to prepare a concurrent Public Tender Offer, pursuant to applicable regulation.

Paragraph 7 - The Buyer shall be obliged to comply with any possible CVM requests or requirements, related to the Public Tender Offer, made based on and within the deadlines set forth in applicable regulation.

Paragraph 8 - In the event the Buyer fails to comply with any obligations imposed by this Article, including those related to the compliance with deadlines for (i) carrying out or requesting registration of the Public Tender Offer; or (ii) complying with any possible CVM requests or requirements, or with any obligations provided for by Article 52 of these Bylaws, the Company’s Board of Directors shall call an Extraordinary General Meeting, in which the Buyer may not vote, in order to resolve on the suspension of the exercise of the rights of the Buyer who failed to comply with any obligation imposed by this Article, provided for by Article 120 of Brazilian Corporations Act, without prejudice to the Buyer’s liability for any losses and damages caused to other shareholders arising from such noncompliance with obligations imposed by this Article.

Paragraph 9 - Any Shareholder or person acquiring or becoming the holder of other rights, including usufruct or trust, on the shares issued by the Company in a number equal to or higher than twenty percent (20%) of the total shares issued by the Company, shall be equally obliged to carry out or request the registration, as the case may be, of a Public Tender Offer, within no longer than sixty (60) days counted from the date of such purchase or the event which gave rise to the holding of such rights on shares in an amount equal to or higher than twenty percent (20%) of the total shares issued by the Company, pursuant to the provisions in this Article.

Paragraph 10 - The obligations stated in Article 254-A of the Brazilian Corporations Act and Article 42 of these Bylaws do not release the Buying Shareholder from complying with any obligations stated in this Article, except for the provisions in Articles 50 and 51 of these Bylaws.

Paragraph 11 - The provision in this Article shall not apply in the event of a person becoming the holder of shares issued by the Company in a number higher than twenty percent (20%) of the total shares issued, arising from: (i) any legal succession, under the condition that the shareholder disposes of any excess shares within sixty (60) days counted from the material event; (ii) any amalgamation of another company by the Company; (iii) the merger of shares of another company by the Company; or (iv) the subscription of Company’s shares, carried out at a single primary issue, which has been approved in a Company’s Annual General Meeting called by its Board of Directors, and whose capital increase proposal has determined the issue price of shares based on the Economic Value obtained from a valuation report on the Company conducted by a specialized company with proven experience in the evaluation of publicly-held companies.

Paragraph 12 - For calculation of the percentage of twenty percent (20%) of the total shares issued by the Company described in the main provision of this Article, any involuntary additions to ownership interest arising from cancellation of treasury shares or decrease in the Company’s capital stock with the cancellation of shares shall not be computed.

Paragraph 13 - In the event the CVM regulation applicable to Public Tender Offer set forth in this Article determines the adoption of a calculation criterion to define the purchase price of each Company’s share in the Public Tender Offer which gives rise to a purchase price higher than that defined in Paragraph 2 of this Article, then the purchase price calculated pursuant to CVM regulation shall prevail for holding the Public Tender Offer set forth in this Article.

Paragraph 14 - Any change which restricts the shareholders’ right to carry out the Public Tender Offer set forth in this Article, or the exclusion of this Article, shall oblige the shareholders who voted for such change or exclusion at a General Meeting to carry out the Public Tender Offer set forth in this Article, in conformity with the provisions in Paragraph 3 of Article 10 of these Bylaws.

Article 44 – The Public Tender Offer, to be carried out by the Controlling Shareholder, or the Company for the Company’s deregistration as a publicly-held company must be conducted at a fair price, as per the applicable law and regulations.

Article 45 – Voluntary delisting from the Novo Mercado may occur (i) regardless of any public tender offer, if the exemption is approved by the shareholders meeting of the Company, pursuant to article 12, x, of these Bylaws, or (ii) if no exemption is given, if preceded by a public tender offer that follows the procedures established in CVM regulations for public tender offers for cancellation of registration as publicly-held company and the following requirements:

(i)

the price offered must be fair and so it is possible to request fresh valuation by the Company, as established in article 4 - A of Law 6,404/76; and

(ii)

shareholders holding more than one-third (1/3) of outstanding shares shall accept the public tender offer or expressly agree with the delisting from the segment without selling their shares.

Paragraph 1 – For the purposes of this Article 45, outstanding shares refer only to the shares whose holders expressly agree with the delisting from the Novo Mercado or meet the requirements to participate in the public tender offer, as per CVM regulations applicable to public tender offers of companies for cancellation of registration as publicly held companies.

Paragraph 2 – If the abovementioned quorum is reached: (i) shareholders who accepted the public tender offer cannot be submitted to apportionment in the sale of their ownership interest, in accordance with the procedures for the waiver of the limits established in CVM regulations applicable to public tender offers, and (ii) the offeror is obliged to acquire the remaining outstanding shares within one (1) month from the date of the auction, at the final price of the public tender offer, adjusted for inflation until the effective payment date, as per the notice of auction and the regulations in force, which shall occur within fifteen (15) days from the date of exercise of the right by shareholders.

Article 46 – In the event of absence of a Controlling Shareholder when there is a decision to Company’s delisting from the Novo Mercado for its securities registration for trading outside the Novo Mercado or for corporate restructuring in which the Company’s shares resulting from such restructuring are not admitted for trading in the Novo Mercado, within 120 (one hundred twenty days) from the date of the Extraordinary General Meeting which has approved the transaction, the Company’s delisting shall be conditioned to the carrying out of a Public Tender Offer as set forth in Article 4245 of these Bylaws.

Paragraph 1 – This General Meeting shall define the responsible for the Public Tender Offer. The responsible must be an attendee at the General Meeting and shall expressly assume the obligation to conduct the Public Tender Offer.

Paragraph 2 – In the absence of a responsible for the Public Tender Offer, in the event of a corporate restructuring in which the securities of the resulting Company are not admitted for trading in the Novo Mercado, the Public Tender Offer shall be carried out by the shareholders who have voted in favor of the respective resolution at the General Meeting.

Paragraph 3 – The public tender offer for the purposes envisaged in this Article will follow the procedures for holding a public tender offer for cancellation of registration as a publicly-held company.

Article 47 – If there is no Controlling Shareholder and B3 determines that the securities issued by the Company have their trading interrupted in the Novo Mercado in view of noncompliance with the obligations stated in the Novo Mercado Regulation, the Board of Directors’ Chairman shall call an Extraordinary General Meeting to replace the whole Board of Directors within two (2) days from such determination, and this period shall only compute the days in which the newspapers usually used by the Company are published.

Paragraph 1 - In the event the Board of Directors’ Chairman fails to call the Extraordinary General Meeting referred to in the caput of this Article within the established period, such Meeting may be called by any shareholder of the Company.

Paragraph 2 - The new Board of Directors elected at the Extraordinary General Meeting referred to in the caput and in Paragraph 1 of this Article shall remedy any noncompliance with the obligations stated in the Novo Mercado Regulation as soon as possible or within a new deadline granted by B3 for this purpose, whichever is shorter.

Article 48 - In the event of Company delisting from the Novo Mercado in view of any noncompliance with obligations stated in the B3’s Novo Mercado Regulation, that delisting shall be preceded by a Public Tender Offer, as provided in Article 45 of these Bylaws and subject to the applicable law and regulations.

Paragraph 1 – The Controlling Shareholder shall carry out the Public Tender Offer referred in the caput of this article.

Paragraph 2 - If there is no Controlling Shareholder and the delisting from Novo Mercado arises from a General Meeting resolution, the Public Tender Offer shall be carried out by the shareholders who voted at the General Meeting in favor of the matter that implied the noncompliance with obligations stated by the Novo Mercado Regulation.

Paragraph 3 - If there is no Controlling Shareholder and the delisting from Novo Mercado arises from any management’s act or fact, the management shall call a General Meeting to discuss on how to remedy the noncompliance with Novo Mercado Regulation, or to deliberate on the delisting.

Paragraph 4 – In the event the General Meeting provided in Paragraph 3 above deliberates for the Company’s delisting from the Novo Mercado, the General Meeting shall define the responsible for the Public Tender Offer as provided in the caput. The responsible must be an attendee at the General Meeting and shall expressly assume the obligation to conduct the Public Tender Offer.

Article 49 - The appraisal report of the Company to determine the fair price and/or the Economic Value, as applicable, shall be prepared by a specialized company, with proven experience and independence from the Company, its management and/or Controlling Shareholders. The appraisal report shall also comply with the requirements of Paragraph 1 of Article 8 of the Brazilian Corporations Act and include the obligation set forth in Paragraph 6 of the same Article 8.

Sole Paragraph – Any costs on the preparation of the appraisal report shall be fully paid by the responsible for the public tender offer, as the case may be, except for the provision in Paragraph 3 of Article 43 of these Bylaws.

Article 50 – A single Public Tender Offer, aiming more than one of the purposes set forth in this Chapter VII, in the Novo Mercado Regulation or in the regulation issued by the CVM, shall be permitted, provided that procedures are compatibles with all types of Public Tender Offers and there is no loss to the offer addressees and CVM approval is obtained if required by applicable legislation.

Article 51 - The Company or the shareholders in charge for the Public Tender Offer set forth in this Chapter VII, in the Novo Mercado Regulation or in the regulation issued by the CVM, may ensure its completion by any shareholder, third party or, as the case may be, by the Company. The Company or the shareholder, as the case may be, shall not be released from the obligation of completing the Public Tender Offer until it is conclusion in compliance with the applicable legislation.

Article 52 - Any shareholder or third person who has subscribed and/or purchased shares issued by the Company in a number equal to, or higher than, eight percent (8%) of the Company’s corporate capital, and that is willing to purchase additional shares issued by the Company at the stock exchanges, shall be obliged to, prior to each new purchase, report its intention, in writing, to the Company, with at least three (3) business days in advance as of the date of the new purchase of shares, always subject to the provisions of the applicable legislation and CVM and B3 regulations.

CHAPTER VIII

COURT OF ARBITRATION

Article 53 – The Company, its shareholders, managers and member and deputy members of the audit board, if any, agree to settle, by means of arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), under its regulation, any and all controversies that might arise among them, either related to, or arising from, their condition as issuer, shareholders, managers and audit board members, especially, arising from the provisions stated in Law 6,385/76, Law 6,404/76, in Company’s Bylaws, rules issued by the Brazilian Monetary Council, Central Bank of Brazil or the Securities and Exchange Commission of Brazil, as well as the other rules applicable to the capital markets operation in general, addition to those contained in The Novo Mercado Regulation, other B3 regulations and the Agreement for Novo Mercado Membership.

Paragraph 1 – Without prejudice to the validity of this arbitration clause, the request of emergency measures by the parties to the Judiciary, where applicable, shall observe the provisions stated in the Arbitration Regulation of the Market Chamber of Arbitration.

Paragraph 2 – The investiture of Executive Officers and members of the Board of Directors is subject to their signing the instrument of investiture, which must include their agreement with the arbitration clause provided for in this Article 53.

CHAPTER IX

WINDING-UP OF THE COMPANY

Article 54 - The Company shall be liquidated in the cases provided by the law, and the General Meeting shall be responsible for choosing the liquidator or liquidators, as well as the Fiscal Council that will operate during such period, subject to any legal requirements.

CHAPTER X

FINAL AND TEMPORARY PROVISIONS

Article 55 - Any cases not provided for herein shall be settled by the General Meeting and governed in accordance with the provisions of the Brazilian Corporations Act and of the Novo Mercado Regulation.

Article 56 – The Company shall not grant loans or guarantees of any kind to third parties, in any modality, for businesses that are alien to the business purpose.

Article 57 - The Company shall comply with the shareholders’ agreements filed in its head office, and any transfer of shares and computation of votes cast in the General Meeting or Board of Directors’ meeting contrary to their provisions shall be barred.

Article 58 - The provisions of Articles 43 and 52 of these Bylaws shall not apply to the current shareholders already owning a number equal to or higher than twenty percent

(20%) and eight percent (8%), respectively, of the total shares issued by the Company and its successors on the publication date of the Notice of Commencement of Public Primary and Secondary Distribution of Shares issued by Totvs S.A. (“Initial Offering Notice”), regarding the public offering of shares issued by the Company, subject to CVM Process No. RJ/2005-09750 of December 21^st, 2005, (“Public Offering”) and shall be applied only to investors that acquires shares and become shareholders of the Company after the effective date of the Company’s adhesion and listing to the Novo Mercado standards.

** ** **

Appendix I.9
Financial statements used for the purposes of the Transaction

Linx S.A.

Individual and consolidated financial statements

December 31, 2019

with Independent Auditor’s' Report

Linx S.A.

Interim financial information

June 30, 2020

with Review Report on the interim financial information

TOTVS S.A.

Financial Statements for the fiscal years ended

December 31, 2019 and 2018

Page 1 of 72

TOTVS S.A.

Interim Financial Statements

June 30, 2020

and Independent auditor´s review report on interim financial information

Page 1 of 54

Katrina Participações S.A.

Financial statements

as of July 31, 2020

Appendix I.10

Pro forma Financial Statements

Appendix II

Information on Appraisers

(Article 21 of CVM Standard No. 481/09)

1. Please inform the appraisers recommended by the management.

Ernst & Young Auditores Independentes S.S. (“EY”), headquartered at Avenida Presidente Juscelino Kubitschek, 1830 - Torre I - 5th and 6th floors, Sao Paulo - SP (Brazil), with Corporate Taxpayer Id. (CNPJ/ME) number 61.366.936/0011-05 (“EY”).

2. Please describe the technical skills of the recommended appraisers.

EY was selected for the work described herein considering the wide and notorious experience that this specialized company has in preparing reports and appraisals of this nature.

3. Please provide a copy of the proposed work and remuneration of the recommended appraisers.

Refer to the proposal contained in Appendix II.3.

4. Please describe any relevant relationship in the past three (3) years between the recommended appraisers and parties related to the Company, as defined by the accounting standards that address this matter.

EY and its professionals responsible for the appraisal have stated that there has been no relevant relationship existing in the last 3 years between them and any parties related to the Company, pursuant to the accounting standards on this matter.

Appendix II.3.
EY's Work and Compensation Proposal

São Paulo Corporate Towers

Av. Presidente Juscelino Kubitschek, 1.909

Vila Nova Conceição

04543-011 - São Paulo - SP - Brasil

Tel: +55 11 2573-3000

ey.com.br

PRP 715.2020/SP

São Paulo, September 17, 2020.

At: Mr. Gilsomar Maia Sebastião

Chief Financial and Investor Relations Officer

TOTVS S.A.

Braz Leme, 1000

02511-000- São Paulo - SP

Dear Mr. Maia:

Clause 1 - This Engagement Letter, together with the attachments "General Terms and Conditions for Audit and Review Work", hereinafter collectively referred to as "Contract", confirms the terms and conditions under which Ernst & Young Auditores Independentes S.S. ("EY Brasil") was hired to issue a reasonable assurance report on the pro forma financial information prepared by the management of TOTVS S.A. ("Company") to comply with the CVM Instruction 565, issued by the Brazilian Securities and Exchange Commission:

Issuance of a reasonable assurance report on the pro forma consolidated financial information of TOTVS S.A. (considering the ownership of 100% of Linx S.A. shares by TOTVS S.A., resulting from the merger of all of Linx S.A. shares by Katrina Participações S.A., considering the shares, on the designated date of ownership of TOTVS S.A., the redemption of the preferred shares issued by Katrina S.A. and the subsequent merger of Katrina Participações S.A. into TOTVS S.A.), prepared under the responsibility of the management, following the criteria specified in the CTG 06 - Pro Forma Financial Reporting, and for the purposes of Article 7 of CVM Instruction 565 of June 15, 2015. The pro-forma consolidated financial information comprises the condensed pro-forma consolidated income statement for the year ended December 31, 2019 and the pro-forma balance sheet as of June 30, 2020 and the pro-forma income statement for the period ended June 30, 2020.

Issuance of the appraisal report of the accounting net equity calculated through the accounting books of Katrina Participações S.A. on the base date stipulated for the transaction, under the terms of the legislation in force.

The services described in this contract will be called "Services".

PRP 715.2020/SP

TOTVS S.A.

17 September 2020

Clause 2 - Unforeseen conditions that prevent EY Brasil from completing our Audit Services and the issuance of our reports (the "Report") as described in this Agreement will be promptly communicated to Totvs S.A.

Audit responsibilities and limitations

Clause 3 - The work will be conducted by EY Brasil in accordance with NBC TO 3420 - Assurance Work on the Compilation of Proforma Financial Information Included in a Prospectus, issued by the Federal Accounting Council, equivalent to the International Standard issued by the International Federation of Accountants ISAE 3420. These standards require that auditors comply with ethical requirements and that audit procedures are planned and executed with the objective of obtaining reasonable assurance that the Company's management has compiled, in all relevant aspects, the pro forma financial information based on the applicable criteria which included adequate access to the financial information of the parties contained in the assurance report to perform the work, with the Company's management being responsible for obtaining the due access concessions.

Clause 3.1 - Our responsibility is to express a conclusion on the book value of Katrina Participações S.A.'s equity on the stipulated base date of the transaction, based on the work carried out in accordance with the CTG 2002 Technical Communication, approved by the Federal Accounting Council (CFC), which provides for the application of examination procedures in the balance sheet for issuance of an appraisal report. Thus, we conducted the examination of the aforementioned balance sheet of Katrina Participações S.A. in accordance with applicable accounting standards, which require the auditor to comply with ethical requirements and that the work is planned and executed with the objective of obtaining reasonable assurance that the net equity ascertained for the preparation of our valuation report is free of material distortion.

During the work, uncertainties can be identified whose outcome depends on future events, but if the outcome was known before the report was issued, it could affect the value of the intended valuation. Thus, the need to issue a conclusive report on accounting items that are registered on a certain date does not preclude the disclosure, in its appraisal report, of any relevant uncertainties, fundamental to the understanding of the net equity or net assets, whose outcome, if known, could significantly alter the value of the appraisal or the course of negotiations in progress and thus lead to the adoption, between the parties, of restrictive contractual clauses or conditions to events

future. Therefore, events of this nature should be disclosed in emphasis paragraphs. The emphasis paragraph means disclosing uncertainties that may have relevant outcomes and whose solution depends on future events.

PRP 715.2020/SP

TOTVS S.A.

17 September 2020

Clause 4 - For the purposes of this work, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we performed, in the course of this work, an audit or review of the financial statements and other historical financial information used in compiling the pro forma financial information.

Clause 5 - The purpose of the pro forma financial information included in the prospectus is exclusively to illustrate the impact of the relevant event or transaction on the entity's historical financial information, as if the event or transaction had occurred on the previous date selected for illustrative purposes. Accordingly, we provide no assurance that the actual outcome of the event or transaction would have been as presented.

Clause 6 - A reasonable assurance work on whether the pro forma financial information is compiled, in all relevant aspects, based on the applicable criteria, involves the execution of procedures to evaluate whether the applicable criteria adopted by the Company's management in the compilation of the pro forma financial information provide a reasonable basis for presenting the relevant effects directly attributable to the event or transaction, and to obtain appropriate sufficient evidence on whether:

the corresponding pro forma adjustments provide appropriate effect to these criteria; and the pro forma financial information reflects the appropriate application of these adjustments to historical financial formations.

Clause 7 - We will comply with the independence and other ethical requirements of NBCs PG 100 and 200 and NBC PA 291, which are based on the principles of integrity, objectivity and professional competence and also consider the confidentiality and behavior of professionals.

Clause 8 - We apply the international quality control standards established in NBC PA 01 and, thus, we maintain an appropriate quality control system that includes policies and procedures related to the fulfillment of ethical requirements, professional standards, legal requirements and regulatory requirements.

PRP 715.2020/SP

TOTVS S.A.

17 September 2020

Administration responsibilities and representations

Clause 9 - The EY Brazil process will be conducted under the assumption that the Administration and, when appropriate, the responsible for governance recognize and understand that they are responsible:

Company management is responsible for compiling pro forma financial information based on applicable criteria and granting access due to the information contained in the report.

(a)

For the preparation and adequate presentation of pro forma financial information based on applicable criteria.

(b)

By internal control, as the Management determines it to be necessary, in order to allow the preparation of pro forma unaudited financial information free of relevant distortions, whether due to fraud or error; and

(c)

For offering to EY Brazil: (1) timely access to all management's knowledge information relevant to the preparation of pro forma financial information and related disclosures, as well as for the purposes of the Conclusion Report on the book value of Katrina Participações S.A.'s equity.(2) additional information that may be requested to Management by EY Brasil for auditing purposes; (3) unrestricted access to the Company's individuals as determined by EY Brasil in order to obtain audit evidence as well as to the associates, their employees and auditors for group auditing purposes; and (4) as well as obtaining a "consent letter" for inclusion of financial information of another company in the pro forma report to be prepared and filed with the regulator by TOTVS' Management and, if not obtained, requesting waiver of such consent letter from the regulator.

The failure of Management to provide the information referred to above or to grant access to documents and approvals required by the auditors or access to the Company's professionals may lead to the delay of the Report, modification of the procedures and/or the assurance report to be issued, or even the termination of this Agreement.

Clause 9.1 - Management is also responsible for adjusting the unaudited pro forma financial information in order to correct errors identified and demonstrated by EY Brasil and for stating in the letter of representation, together with the parties involved, that Management believes that the effects of the unrecorded errors are immaterial, individually or in aggregate as a whole.

PRP 715.2020/SP

TOTVS S.A.

17 September 2020

Clause 9.2 - Management shall be responsible for informing EY Brasil of all allegations involving financial improbity received by Management or governance officials (regardless of source or form and including, without limitation, allegations of "whistleblowers", employees, former employees, analysts, regulatory agencies or others) and provide EY Brasil in a timely manner with full access to these allegations and all related internal investigations, except in cases where confidentiality is ensured by applicable law or regulation. Allegations of financial misconduct include allegations of manipulation of financial results by management or employees, misappropriation of assets by management or employees, willfully bypassing internal controls, improper influence over related party transactions, intentionally providing misleading information to EY Brasil, or other allegations of illegal acts or fraud that could result in an error in the pro forma financial information or otherwise affect the Company's financial reporting. Should the Company limit the information that would otherwise be available to EY Brasil under this clause (except based on the Company's statements of client/lawyer privilege, doctrine of protection of the product of the work of lawyers, or otherwise), the Company must promptly inform EY Brasil that certain information will not be disclosed to EY Brasil. Undisclosed information may be considered a restriction on the scope of the audit and may prevent EY Brasil from issuing the assurance report; changing the format of the report we may issue; or otherwise affect our ability to continue as EY Brasil's independent auditors. EY Brasil will disclose any information not made available to those responsible for governance.

Clause 9.3 - EY Brasil will make specific inquiries to the Management about the representations contained in the unaudited pro forma financial information. At the conclusion of the work, EY Brasil will also receive written representations from Management and parties involved on these matters and that Management: (1) has fulfilled its responsibility to properly prepare and present pro forma financial information in accordance with regulatory requirements; and

(2) provided EY Brasil with all pertinent information and access as contemplated in this Agreement. The answers to these inquiries, the written representations and the results of our procedures constitute the evidence taken by EY Brasil in forming an opinion on the pro forma report.

PRP 715.2020/SP

TOTVS S.A.

17 September 2020

Fees and billing of expenses

Clause 10 - EY Brazil estimates its fees for the Services described in clause 1 to be R$ 230,000.00 (two hundred and thirty thousand reais). However, actual fees may exceed this estimate depending on changes in business (e.g. nature of business or change in the Company's entities) or work not foreseen in the scope, provided they are pre-agreed with TOTVS.

		Value of
	Description	fees in
	Description	R$
(i)	Preliminary review of the PPA for pro forma exclusive purposes (purchase price allocation)	90.000,00
(ii)	Assurance procedure and pro forma report issuance	160.000,00
(iii)	Review procedures of the target numbers	120.000,00
(iv) Valuation report of the book equity on the date of incorporation of the target		30.000,00
		400.000,00
	(-) Absorption of fees by EY	(170.000,00)
	Total	230.000,00
	The fees will be invoiced at the following salaries:
1.	Acceptance of the proposal	30%
2.	15 days after the beginning of the work	50%
3.	Issuing the pro forma assurance report	20%

The fees will expire 15 days after the invoices are issued.

Our actual fees may exceed the initial estimate depending on changes in business or work not foreseen in the scope, but such changes must be previously agreed upon with the Company. Any increases in scope due to changes in accounting rules, acquisitions of new companies and other specific matters requiring additional hours will be negotiated and approved in advance by the Company.

Clause 11 - The Company agrees to reimburse EY Brasil for direct expenses incurred in connection with the rendering of audit services. Direct expenses include common expenses such as transportation of professionals from EY's office to TOTVS facilities, limited to the senior level (audit staff) to 1 (one) reimbursement of transportation per day when working in the field (whether with mileage, taxi or public transportation) and full reimbursement for executives from manager to partners when working in the field, these limits being applicable to both the financial audit staff and each of the specialists, that is, each team of specialists up to the senior level will have 1 (one) reimbursement of transportation per day when working in the field.

PRP 715.2020/SP

TOTVS S.A.

17 September 2020

They include meals for work after the normal day. Any individual or aggregate expenses in excess of R$ 5,000.00 must be previously approved by TOTVS. EY Brasil will make every effort to keep such expenses within reasonable parameters and within the values necessary to achieve the services described in this contract. The reimbursement will occur with the issuance of the invoicing of the expenses mentioned above, as expenses are incurred, EY Brasil will send an analytical report with details and proof of expenses incurred. There are no estimated amounts related to transportation in eventual national or international trips, or in trips, accommodations and other related expenses that are required for the execution of the works. If necessary, they must be previously authorized by TOTVS. The invoice will be issued to the Company, the original receipts will accompany the invoice and payments should be made within 30 days from the date of issue.

Clause 12 - EY Brasil has estimated its fees based on, among other factors, our preliminary review of the Company's records and the representations made by its employees to EY Brasil. In addition, the fees and the delivery of the Audit Services depend on the Company's employees providing assistance as previously adjusted and requested by EY in the opening meetings to be held between EY Brasil and the Company, considering the availability of explanations and documentation to the extent the audit team deems necessary to obtain reasonable assurance on the subject and/or item under analysis. Should EY Brazil's assumptions regarding these matters be incorrect or the condition of the records, degree of cooperation, results of our audit procedures or other matters beyond the reasonable control of EY Brazil require additional commitment on our part beyond that covered by the estimate, EY Brazil may adjust the fees and planned dates of termination. Fees for special projects related to auditing, systemic implementation tests, incorporations, scope increase due to non functioning of internal controls, proposed business combinations or research and/or consultation on financial or special business issues, will be billed separately from the above mentioned fees and must be subject to management approval.

We appreciate the opportunity to provide services to TOTVS. Should this Agreement accurately reflect the terms and conditions on the basis of which the Company has agreed to hire us, please sign in the space reserved below on behalf of the Company and return a copy to Luiz Carlos Marques and Irdes Xavier, Av. Presidente Juscelino Kubitschek, 1909 - Torre Norte - 7º Andar, São Paulo - SP, 04543-900.

PRP 715.2020/SP

TOTVS S.A.

17 September 2020

Sincerely,

ERNST & YOUNG

Independent Auditors S.S.

CRC-2SPP034519/O-6

Luiz Carlos Marques

Counter CRC-1SP147693/O-5

Agreed and accepted by:

TOTVS S.A.

Gilsomar Maia Sebastião

Dennis Herszkowicz

Chief Financial and Investor

Relations Officer

T
Date: ____/____/____
Witnesses:

Name:Ricardo Guerino De Souza	Name:Regiane D das Neves
Position: Controllership Officer, Financial Planning, Risks, Position:		Compliance
CPF: 26852206823	ControllerSheets
CPF: 26852206823	CPF: 18368632846

Annex I

General Terms and Conditions for Audit and Review Work

ERNST & YOUNG AUDITORES INDEPENDENTES S.S. (hereinafter referred to as "EY Brasil"), a simple private company incorporated under Brazilian law, with address at Avenida Juscelino Kubitschek, 1909 - Torre Norte - 7º Andar, São Paulo-SP, registered in the National Register of Legal Entities of the Ministry of Finance (CNPJ/MF) under No. 61.366.936/0001-25; and

TOTVS S.A. (hereinafter referred to as "Company"), with address at Avenida Av. Braz Leme, 1000, São Paulo - SP, registered at the National Register of Legal Entities of the Ministry of Finance (CPF/MF) under No. 53.113.791/0001-22, sign this contract.

This contract, for the provision of professional services related to clause 1 of the commercial contract, (hereinafter the "Services"), dated September 17, 2020, (hereinafter the "Contract"), is performed between EY Brasil and the Company.

Clause 1 - EY Brasil is a member firm of the Ernst & Young network of firms ("EY Firms"), each of them a separate and independent legal entity

Clause 2 - EY Brasil is fully responsible to you regarding the Reports, the rendering of Services, and other obligations of EY Brasil contained in this Agreement.

Clause 3 - The Company shall be responsible for the compliance of its employees with the obligations described in this Agreement.

Clause 4 - The Company shall not rely on preliminary versions of the Report(s).

Clause 5 - EY Brasil follows professional rules of confidentiality and will handle the information related to you presented by the Company or on its behalf ("Client Information") as described in sections A56 to A59 of NBC PA 01 Quality Control for Firms (Legal Entities and Individuals) of Independent Auditors.

Clause 6 - Unless otherwise provided in this Agreement, neither party may disclose to third parties the contents of this Agreement or any information received from the other party on its behalf, or information that the independent auditor comes across in the normal course of audit work, review or related services, which should be treated as confidential and/or proprietary. However, both parties may disclose such information:

(a) That are or will be in the public domain, but not due to any breach of this Agreement;

(b) That they are subsequently obtained from third parties who, in the best interest of the party receiving the information, are not subject to the obligation to keep it secret from the party that provided the information;

(c) That they are already known by the party that receives them at the time of their disclosure, or are then generated independently. or

(d) That they are disclosed as necessary to enforce the rights of the receiving party under this Agreement; or

(e) Whose disclosure or communication is required by law, legal process or applicable professional regulation, in which case EY Brasil should do so,

They shall inform the Client about such acts, whenever permitted, including, without limitation, the requirements set forth in Law no. 9.613/98 (Prevention and fight against money laundering) and subsequent amendments and in the regulations of CVM (Securities Commission) and CFC (Federal Accounting Council), instruments which establish the obligation of communication to COAF (Financial Activities Control Council), of the existence of money laundering signs identified in the course of the audit work, review of the financial statements and other services susceptible to communication, without the knowledge of any Company professional. Whenever possible, the Party that is required to disclose any information under this contract shall previously notify the other Party and make the disclosure limited to what was required.

Clause 7 - Both EY Brasil and the Company may use electronic means for correspondence or transmission of information, not constituting this use itself a breach of confidentiality obligations.

Clause 8 - Except when prohibited by pertinent law, EY Brasil may disclose Client information to other EY Firms and EY Professionals in order to facilitate the provision of Services, comply with regulatory requirements, verify conflicts, accounting analysis of EY Brasil, or risk and quality management.

Clause 9 - The Company agrees that, in case governmental or regulatory authorities responsible for the inspection of auditors request or require us to submit information or documents from our files regarding the Company's transactions, including our work papers or other work results, EY Brasil may provide them to the authorities. Unless prohibited by law, we will notify the Company of the request or requirement.

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General Terms and Conditions for Audit and Review Work

Clause 10 - The Company shall cause all foreign associates and subsidiaries, included in the pro forma consolidated financial information, to provide any authorizations, to the widest extent allowed by the pertinent law, in order to allow compliance with the requests from governmental and regulatory authorities for presentation of documents or information in our possession, custody and control, as well as from associated professionals or auditing companies registered abroad, and which have been obtained during the conduction of Services provided by the respective company or professional.

Clause 11 - EY Brasil may collect, use, transfer, store or process (collectively, "process") Company information that may be related to specific individuals ("Personal Data"). EY Brazil may process Personal Data in several jurisdictions in which we and other EY Firms operate (whose relationship is in www. ey.com) respecting the data protection legislation. EY Brazil will process Personal Data in accordance with professional regulations, Civil Code and applicable data protection legislation. EY Brazil will require all service providers that process Personal Data, or whoever is on its behalf, to adhere to these requirements.

Clause 12 - The Company guarantees to have the authority to provide us with the Personal Data necessary to provide the Services and that such data provided has been processed in accordance with the guidelines of the Civil Code and related legislation.

Clause 13 - The independence of the auditor of EY Brazil may be jeopardized if the Company offers employment or hires certain EY professionals. This fact may delay the provision of the Services or lead us to resign the work. The Company shall not, during the term of this Agreement and for twenty-four months as from its termination, for any reason, without the prior written consent of EY Brasil, offer employment or appoint to a position in the Board of Directors of the Company or a financial reporting supervision function, or hire or appoint to a position in the Board of Directors of the Company or a financial reporting supervision function any professional of EY Brasil or any other EY entity that participates or has participated, directly or indirectly, in the provision of the Services of the current or previous fiscal year. The employee with financial reporting supervision function is the one who exercises, or is in the position that allows him/her to exercise influence over pro forma financial information and all those who participate in its preparation process.

Clause 14 - The Company agrees to pay EY Brasil the professional fees and the specific expenses related to the Services detailed in the Engagement Letter above, in the form and term of its article 10. It also agrees to reimburse EY Brasil for other reasonable expenses incurred during the provision of the Services, as specified in the Letter of Hiring.

Clause 14.1 - The non-payment or late payment of the amounts due to EY shall oblige the Company to pay the amount in arrears plus a fine of 2% (two percent), plus default interest of 1% (one percent) per month, in addition to monetary correction based on the variation of the IGP-M/FGV, or another index that officially replaces it in its extinction, incident from the due date of the obligation until the date of effective payment, calculated pro rata die.

Clause 15 - The value of the fees foreseen for the respective Services already contemplates all the taxes levied on the services foreseen herein, under the terms of the tax legislation in force. In case of supervening legal provision (edited from the present date) that creates, increases or modifies the taxes arising from the services hired in the present act, they shall be imposed to the taxable person according to legal definition.

Clause 16 - In case EY Brasil is requested by the pertinent law, legal process or governmental action to present information or employees as witnesses regarding the Services or this Agreement, the Company shall reimburse EY Brasil eventual expenses and time of the professionals (including costs with internal and external lawyers, observing the market value) incurred in the fulfillment of the request, upon prior approval by the Company, except in case EY Brasil is one of the parties to the process or the object of the investigation.

Clause 17 - With the exception of the payment obligations, neither party shall be liable for non-fulfillment of its contractual obligations arising from unforeseeable circumstances or force majeure until such circumstances cease. Such circumstances include any exceptional events considered herein, for example, climatic disasters, earthquakes, hurricanes, tsunamis, biological or infectious risks, wars, revolutions and prolonged strikes. For all purposes, COVID-19 should not be considered as a fortuitous case or force majeure, or as any limiting or hindering factor for the fulfillment of the present Instrument, provided that the parties previously agree on the model to meet the demands of the auditing work, respecting the safety of the professionals involved

Annex I

General Terms and Conditions for Audit and Review Work

Clause 18 - Subject to applicable law, we may provide Client Information to other EY Companies, EY Persons and external EY Service Providers, other EY Member Firms or EY Persons ('Service Providers'), provided there is no conflict of interest, who may collect, use, transfer, store or otherwise process it (collectively 'Process') for purposes related to:

(a) rendering of Services;

(b) compliance with the regulatory and legal obligations to which we are subject;

(d) risk management and quality reviews; and to

(e) our internal financial accounting, information technology and other administrative support services

(collectively "Processing Purposes").

We will be responsible for maintaining the confidentiality of Customer Information, regardless of who processes such information on our behalf.

For the Purposes of Processing referred to in the preceding clause, we and other EY Member Firms, EY Persons and Service Providers may Process Client Information relating to identified or identifiable individuals ("Personal Data"). The transfer of Personal Data within the EY network is subject to EY's mandatory Corporate Rules policies (listed at www.ey.com/bcr) and Data Protection Legislation. We will process Personal Data in accordance with data protection requirements governed by applicable professional laws and regulations. We will require any service provider processing personal data on our behalf to comply with these requirements and to be jointly and severally liable for the obligations imposed and by this instrument.

Clause 19 - The period of validity of this Contract shall be concluded at the end of the Services. EY Brazil may terminate this Agreement, or any specific Service, immediately after informing the Company in writing, in case of impossibility to continue providing the Services in accordance with professional obligations and applicable law. If a SOW is signed, the same termination procedure must be followed, unless otherwise provided. The Company may terminate this agreement upon notification to EY, in which case, due to the payment for the hours worked and costs incurred until the moment of termination.

Clause 20 - The Company shall pay EY Brasil the hours effectively worked and expenses incurred by us until the date of termination of this Agreement. The payment shall be made within 15 days after the receipt of our invoice.

Clause 21 - This Agreement, as well as any non-contractual obligations from this Agreement or the Services, shall be governed by and interpreted in accordance with the laws of the Federative Republic of Brazil.

Clause 22 - Any dispute or claim related to the services covered by this letter or that may be provided by EY Brasil to the Company (including matters related to the parent, subsidiary, affiliate, successor or agent of the Company or EY Network, or that relate to an individual or legal entity in benefit of which the services in question are or have been provided) shall be resolved amicably, and if this is not possible, by means of arbitration, in accordance with the procedures for resolution of disputes established in the clauses as follows. The judgment of any arbitration awards shall be signed in a court whose jurisdiction covers the object or persons involved.

23 - The parties hereby agree that any and all controversy resulting from and/or related to the interpretation of this contract, including any issues related to the existence, validity or termination of the contract, or related to services included in this letter of contract, must be compulsorily, exclusively and definitely resolved through arbitration, to be instituted and processed in accordance with the Arbitration Rules of the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce ("CAM-CCBC"). The arbitration will be based in the city of São Paulo, will be conducted in Portuguese and the arbitrators will apply the Brazilian law in the judgment of the case, forbidden the adoption of equity.

Clause 24 - The arbitration shall be conducted by an Arbitration Court composed of three arbitrators, each one of the Parties being responsible for the choice of its respective arbitrator and the third, who shall preside the arbitration court, chosen by common agreement by the arbitrators appointed by the Parties, from a list of 9 (nine) names, composed by them and submitted to the Parties so that they may, if they wish, previously exclude 3 (three) of these names per pole, without stating any justification. Any disputes or doubts as to the indication of arbitrators by the parties or the choice of the third arbitrator shall be settled in accordance with the Rules of the CAM-CCBC.

It shall be incumbent upon the arbitrators, in the final award, to assign to the parties, according to the degree of their succession, the responsibility for reimbursement of the costs of the arbitration, as well as the payment of the succession fees. Each party shall bear the contractual fees of its employers, advisors and technical assistants that it hires.

The district court of São Paulo is elected to request urgent measures while the arbitral tribunal is not constituted, or to file executive actions.

Clause 25 - All aspects relating to arbitration shall be considered confidential. Neither the parties nor the arbitrators shall disclose the existence, content

Annex I

General Terms and Conditions for Audit and Review Work

or the results of arbitration, except when necessary to comply with the requirements of laws and regulations. Information relating to arbitration may not be disclosed except with the express authorization of the Arbitration Court and the parties involved, with express demonstration of the need to disclose such information. Before making such disclosure, the party shall notify the other parties in writing in due time

Clause 26 - This Agreement constitutes the sole agreement between EY Brasil and the Company regarding the Services and other matters addressed herein, prevailing over all previous agreements, understandings and representations with respect to such matters and Services, including any confidentiality agreements delivered at an earlier time.

Clause 27 - Both EY Brasil and the Company may enter into this Agreement (and its modifications) by electronic means and each party may sign a copy of the same document. Both parties must agree in writing with modifications to the Agreement and any related Declaration of Work.

Clause 28 - The representatives of the parties declare that by signing this Agreement and all related Statements of Work on behalf of the Parties, they (a) have express authorization to do so and will cause the Parties, associates or others to whom the Services are provided to comply with the terms of the Agreement.

Clause 29 - EY Brasil will remain with the ownership of its work papers produced in relation to the Services. The intellectual property used, developed and/or improved before and/or during the provision of the Services (including but not limited to know-how, ideas, methodologies, tools, templates, software, invention, etc.) will remain the property of EY Brasil and/or the independent member firms EY, as the case may be.

Clause 30 - Neither EY Brasil nor the Company may assign any rights, obligations or demands described in this Agreement.

Clause 31 - In case any of the provisions of this Agreement (totally or partially) is considered illegal, invalid or, in any way, unenforceable, the other provisions shall remain in full force and effect.

Clause 32 - In case there is any inconsistency between the provisions of the different parts of the Contract, these parts shall have priority, as follows (unless expressly agreed otherwise): (a) the Contract Letter,

(b) the Annex General Terms and Conditions for Review and Auditing Work, and (c) other annexes to this Agreement.

Clause 33 - EY Brasil may use the Company's name in a public way in order to identify you as a client, but we may only make reference to the Company.

with respect to the Services, and that we are providing them (or have provided them and subject to prior approval by the Company). EY Brasil may also sign contracts with other companies.

Clause 34 - Due to the audit services hired herein, described in the engagement letter, certain documents and information related to your Company and its affiliates and subsidiaries included in the pro forma financial information (individual and consolidated) of the Company shall be provided by you. Such documents and information related to the year ending December 31, 2019 and June 30, 2020 ("Labor Papers") will be in the possession, custody and control of Ernst & Young Auditores Independentes S.S. which is subject to the duty of confidentiality pursuant to applicable legislation. Under the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board ("PCAOB") of the U.S. is authorized to conduct inspections of foreign auditing firms and examine their Labor Papers in connection with auditing services provided to companies, including their subsidiaries and affiliates, with securities in circulation in the U.S. capital markets. In this context, we may be required to provide the PCAOB with certain information (e.g., total fees, total assets and net income of the Company) related to the audit services to be provided to you.

Clause 35 - In this sense, according to Brazilian Federal Accounting Council Resolution NBC P1.6, you hereby authorize Ernst & Young Auditores Independentes S.S., if requested by CVM or PCAOB, for the following:

(a) to authorize Ernst & Young Auditores Independentes S.S. to display information (e.g., total fees, total assets and net income of the Company), whether confidential or not, necessary to comply with the requirements of the regulatory body for the selection of clients to be inspected.

(b) to authorize Ernst & Young Auditores Independentes S.S., to submit to the PCAOB any and all Work Papers related to the audit services of Totvs S.A.'s pro forma financial information and Asset Report, whether of a confidential or non-confidential nature, as mentioned above, necessary for the fulfillment of the PCAOB's requirements for the submission of Work Papers;

(c) undertake to cause all of its subsidiaries and affiliates included in the pro forma consolidated financial information, as referred to above, to provide any authorization and/or consent, necessary to comply with the PCAOB's requirements for submission of Papers of Work; and

Annex I

General Terms and Conditions for Audit and Review Work

or the results of arbitration, except when necessary to comply

(d) authorize Ernst & Young Auditores Independentes S.S. to provide copies of the Papers if so requested by the PCAOB.

Clause 36 - The Company is forbidden to disclose a Report (or any part or summary of a Report) or make mention of EY or any other EY Firm in relation to the Services, for the purpose of supporting actions that may violate Law 12,846/13, except:

(a) For their lawyers (subject to these disclosure restrictions), who may use it only to advise the Company in connection with the Services;

(b) When disclosure is required by court order, competent authority or similar legal process (on which you will promptly notify EY) and for such purposes; and

Clause 37 - If the Company is allowed to disclose a Report (or any part of a Report), the way this information has been provided to it by EY may not be altered, edited or modified.

Clause 38 - The Parties are unlimitedly responsible for any infraction they may commit related to the Brazilian Federal Law no. 12.846/13 and other applicable anti-corruption rules ("Anti-Corruption Legislation"). The provisions set forth in this clause will remain valid even after the termination of this contract, regardless of the reason. Without prejudice to other provisions regarding the anti-corruption subject matter set forth in this Agreement, each Party undertakes and warrants that:

(a) It will fully comply with the Anti-Corruption Legislation, as well as make sure that all its professionals, agents and subcontractors also do so;

(b) It will not practice any action or omission that induces the other Party, the other EY firms, their partners, directors, professionals in general and those willing to breach the Anti-Corruption Legislation;

(c) Adopts, and will continue to adopt during the term of this contract, policies and procedures aimed at ensuring compliance with the Anti-Corruption Legislation, disclosing and making such policies and procedures available to EY whenever it is requested to do so;

(d) It will expressly inform its professionals, agents, service providers and subcontractors that bribes in any form, directly or indirectly, as well as other conduct that violates the Anti-Corruption Legislation, on behalf of EY, the other EY firms, its partners, directors, professionals in general and agents, as well as commits to report to EY any suspicion of such circumstances.

São Paulo Corporate Towers

Av. Presidente Juscelino Kubitschek, 1.909

Vila Nova Conceição

04543-011 - São Paulo - SP - Brasil

Phone: +55112573-3000

ey.com.br

PRP XXX.2020

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Mr. Gilsomar Maia Sebastião

Chief Financial Officer and Investor Relations Officer

Katrina Participações S.A.

Av. Braz Leme, 1000 - São Paulo - SP Zip Code: 02511-000

Dear Mr. Maia,

Clause 1 - This Engagement Letter, together with the General Terms and Conditions for Audit Work, attached hereto, (hereinafter collectively referred to as “Agreement”), confirms the terms and conditions under which Ernst & Young Auditores Independentes S.S. (“EY Brasil”) was hired to perform the audit and issue a report on the financial statements of Katrina Participações S.A. (the “Company”) for the period ended July 31, 2020. Hereinafter, the services described in this clause will be refered to as "Audit Services" or “Services”.

Clause 2 - Unexpected conditions that may prevent EY Brasil from completing our audit and the issuance of our report (the “Report”) as described in this Agreement will be promptly communicated to those in charge of governance. Furthermore, in this event, EY Brasil will take the measures it deems appropriate in the circumstances.

Audit responsibilities and limitations

Clause 3 - The audit will be carried out by EY Brasil in compliance with Brazilian and international auditing standards, as issued by the Federal Accounting Council (CFC). Such standards require EY Brasil to be independent and to comply with other ethical requirements deemed relevant to our audit.

Clause 4 - EY Brasil's audit aims to obtain reasonable, rather than absolute, assurance that the financial statements are free from material misstatements, whether due to fraud or error and to express an opinion as to whether the financial statements properly represent, in all relevant aspects, the equity and financial condition of Katrina Participações S.A., as well as the performance of its operations and cash flows, in compliance with the Accounting Practices adopted in Brazil.

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Clause 5 - Reasonable assurance means a high level of assurance, but does not represent a guarantee that an audit performed in compliance with Brazilian and international auditing standards will always detect a material misstatement, if any. Misstatements may arise from fraud or error and are deemed relevant if, individually or jointly, it is reasonably expected that to influence the economic decisions of the users of financial statements.

Clause 6 - As part of an audit in compliance with Brazilian and international auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, draw-up and execute audit procedures that respond to those risks and obtain sufficient and appropriate audit evidence to provide a basis for our opinion.

Clause 7 - The audit process is subject to inherent limitations, such as, for example, the use of judgment and selective testing of data and the possibility that collusion, counterfeit, intentional omissions, misrepresentation or recklessness of internal controls by Management that may preclude the identification of material misstatements, fraud, or wrongdoing. Accordingly, there is a certain risk that material misstatements in the financial statements may not be identified. Moreover, the audit process is not designed to identify errors or immaterial fraud in the financial statements.

Clause 8 - As part of the audit process, EY Brasil:

Will consider, exclusively for the purpose of planning its audit and determining the nature, timing and extent of the audit procedures, the Company's internal control over financial reporting. This consideration will not be sufficient to allow EY Brasil to express an opinion on the effectiveness of internal control or to identify any significant deficiencies.

Will conclude on the adequacy of the use by Management of the assumption of going concern and, based on the audit evidence obtained, if there is significant uncertainty related to events or conditions that may raise significant doubt as to the Company's operational continuity.

Will assess the general presentation, structure and content of the financial statements, including related disclosures, and whether the financial statements properly represent the respective transactions and operations so that said financial statements are properly presented.

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Clause 9 - In compliance with Brazilian and international auditing standards, EY Brasil will report certain matters related to the conduct and outcome of the audit process to those in charge of governance ^(A). Such matters include:

Ø EY Brasil's responsibility under Brazilian and international auditing standards to form and express an opinion on the financial statements prepared by Management under the supervision of those in charge of governance and the fact that this audit does not replace the Management responsibilities and of those in charge of governance;

Ø An overview of the planned scope and timeline of the audit process, including the significant risks we have identified;

Ø Important matters identified during the audit. These include: (1) EY Brasil's view of the qualitative aspects of the Company's accounting practices, including accounting policies, accounting estimates and disclosures included in the financial statements; (2) any significant difficulties found during the audit process; (3) not corrected errors other than those considered not relevant by EY Brasil; (4) any disagreements with Management, whether they have been satisfactorily resolved or not; and (5) other matters, if any, arising from the audit process, considered by EY Brasil to be significant and relevant to those responsible for governance with regard to the inspection of the financial reporting process, including significant matters related to the Company's related parties;

Ø Events that affect the form and content of our Report; and

Ø Written representations requested from Management and any significant matters arising from the audit process, discussed or subject to written communication to Management.

Clause 10 - In the event that EY Brasil finds that there is evidence of the occurrence of fraud or possible non-compliance with laws or regulations, EY Brasil will bring the matter to the attention of Management professionals at the relevant level. If EY Brasil becomes aware of fraud involving Management or employees with significant internal control functions or other roles, in which the fraud results in a significant misstatement in the presentation of the financial statements, EY Brasil will report the matter directly to those in charge of governance. EY Brasil will communicate to those responsible for governance matters involving non-compliance with laws or regulations that it may become aware, except when they are clearly non material.^(B)

Clause 11 - EY Brasil will report, in writing, significant deficiencies in internal control identified during the audit process of the Company's financial statements.

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Clause 12 - EY Brasil may also communicate its comments regarding the potential for savings or improvement in the Company's operations controls.

Events that affect the form and content of our Report

Clause 13 - Among the matters we report to Management, we are required to determine the most important matters in our audit (i.e., the main audit matters). These issues will be described in our Report, except if the applicable law or regulation precludes public disclosure on such matter or where, in extremely rare circumstances, we determine that a matter should not be reported in our Report as any adverse consequences of such disclosure would override the public interest benefits resulting from such reporting.

Clause 14 - We are responsible for other information included in the documents that comprise an annual report, as described in “Other Information” section below. We are required to include a section of Other Information in our Report outlining the documents under our responsibilities and a description of our responsibilities of reading and considering such other information in connection with our audit. We are also required, for documents available prior to the date of our Report, to include a statement that we have nothing to report or a statement describing any material errors not corrected in this other information.

Clause 15 - The final form and content of our Report will reflect the results of our audit findings and final conclusions. We will communicate to Management and those in charge of governance all events that may affect the final form and content of our Report.

Management responsibilities and representations

Clause 16 - EY Brasil's audit process will be carried out based on the assumption that Management and, where appropriate, those in charge of governance, recognize and understand that they are responsible for:

the preparation and proper presentation of the financial statements in compliance with accounting practices adopted in Brazil. In preparing the financial statements, Management is responsible for assessing the Company's assumption of going concern, disclosing where applicable, matters related to going concern and using the going concern assumption except it Management intends to liquidate the Company, ceasing operations, or have no realistic alternative but to do so. ^(H)

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the internal control, to the extent Management determines that it is required, in order to enable the preparation of financial statements free of relevant misstatements, whether due to fraud or error; and

for offering EY Brasil: (1) timely access to all information known by the management that is relevant to the preparation of the financial statements and related disclosures, such as records, documentation and other matters; (2) additional information that may be requested from Management by EY Brasil for the audit purposes; and (3) unrestricted access to Company individuals selected by EY Brasil for obtaining audit evidence.

Management's failure to provide the information referred to above or access to the Company's professionals may lead to a delay in the Report issuance, change of procedures or even termination of this Agreement.

Clause 17 - Management is also responsible for adjusting financial statements in order to correct errors identified by EY Brasil and for stating in the representation letter that Management believes that the effects of unrecorded errors are immaterial, individually or in aggregate, for the financial statements as a whole.

Clause 18 - Management is responsible, with the supervision of those in charge of governance, to determine that the Company's business activities are run in compliance with applicable laws and regulations. Management and those in charge of governance are also responsible for timely identifying and reporting to EY Brasil , as soon as it becomes aware, all the allegations received by the Management or those in charge of governance (a) involving financial missconduct; (b) having a direct impact for determining material amounts and disclosures in the financial statements and/or (c) with no direct effect on amounts and disclosures in the financial statements, but for which compliance may be critical to the Company's operations, their ability in maintaining the business or preventing material penalties. Management shall report any occurrences described above irrespective of source or form that have been identified and including, but not limited to, allegations from “whistleblowers”, employees, former employees, analysts, regulatory agencies or others and provide to EY Brasil, in a timely manner, full access to these allegations and all related internal investigations. Claims of financial missconduct include claims of tampering financial results by Management or employees, misappropriation of assets by Management or employees, intentionally ignoring internal controls, undue influence on related party transactions, intentional provision of misleading information to EY Brasil, or other allegations of illegal acts or fraud that could result in an error in financial statements or otherwise affect Company's financial reports. Should the Company limit the information that would otherwise be available to EY Brasil under this clause (based on the Company's statements of client/lawyer privilege, doctrine of protection of the product of the work of lawyers,

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or otherwise), the Company shall immediately inform EY Brasil that certain information will not be disclosed to EY Brasil. Undisclosed information may be considered a restriction on the audit scope and may prevent EY Brasil from issuing an opinion on the Company's financial statements; change the format of the Report to be issued on the financial statements; or otherwise affect our ability to continue as the Company’s independent auditors. EY Brasil will disclose to those in charge of governance any information that is not provided. ^(C)

Clause 19 - EY Brasil will make specific inquiries to Management about the representations contained in the financial statements. Upon completion of the work, EY Brasil will also receive written representations from Management on such matters and that Management: (1) has fulfilled its responsibility to properly prepare and present the financial statements in compliance with accounting practices adopted in Brazil and that all transactions were recorded and were reflected in the financial statements; and (2) provided EY Brasil with all pertinent information and access as set forth in this Agreement. The answers to these inquiries, the written representations and the outcomes of our procedures constitute the evidence taken by EY Brasil to issue an opinion on the financial statements.

Fees and invoicing of expenses

Clause 20 - EY Brasil estimates that its fees for the Audit Services amount to twenty-five thousand Brazilian reais (R$ 25,000.00). However, actual fees may exceed this estimate depending on changes in business (i.e., business nature or changes in the Company's entities) or works not included in the scope. The invoice will be issued after hiring the service.

Clause 22 - The Company agrees to reimburse EY Brasil from direct expenses incurred in connection with the provision of audit services, as long as duly proven. Direct expenses include common expenses such as transportation of professionals from EY office to the Company's facilities, limited to the senior level (audit staff) at one (1) transportation refund per day when working in the field (whether with mileage, taxi or public transport) and full reimbursement for executives, from manager to partner level, when working in the field, and such limits will be applicable both to the financial audit team and to each of the specialists, i.e., each team of specialists up to the senior level will be eligible for one (1) transportation refund per day when working in the field. This includes meals for working after business hours. Any individual or aggregate expenses exceeding the amount of R$ 2,000.00 shall be previously approved by the Company. EY Brasil will make every effort to ensure that such expenses are kept within reasonable parameters and within the amounts required to perform the services described in this agreement. Reimbursement will be made upon the issuance of the invoice of above mentioned expenses, as long as expenses are incurred, and EY Brasil

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will provide an analytical report with the details and proof of expenses incurred. No estimates are made on amounts referring to transportation on potential national or international trips, or related to travel, lodging and other related expenses that may be required to perform the work. If necessary, such expenses shall be previously authorized by the Company. The billing will be issued to the Company, and the original receipts will be attached to the invoice and payments shall be made within 30 days as from the issuance date.

Clause 23 - EY Brasil estimated its fees and the schedule for the provision of services based on, among other factors, our preliminary review of the Company's records and the representations made by its employees to EY Brasil. In addition, fees and schedule depend on the Company's employees providing a reasonable level of assistance. Should EY Brasil's assumptions regarding these matters are incorrect or the condition of the records, level of cooperation, outcomes of our audit procedures or other matters beyond EY Brasil's reasonable control require additional involvement from us beyond that covered by the estimate, EY Brasil may adjust fees and planned completion dates. Fees for special audit-related projects, such as proposed business combinations or research and/or consultation on financial or special business matters, will be billed separately from the fees mentioned above and shall be subject to new written agreements.

Other information included in the Company's annual report ^(F)

Clause 24 - The Company shall provide us with a draft close to the copies that will be final of the annual report with reasonable advance to publication or filing, and when possible, before the date of our Report, so that we are able to carry out the procedures required for our audit. The Company's management is responsible for preparing other information contained in the annual report and for ensuring that said documents are free from material misstatement. We will read the documents and, in doing so, we will consider whether other information contained in the documents is materially incompatible with the individual and consolidated financial statements or with the information obtained by us during the audit, or which otherwise seems to contain material misstatements. .. We are responsible for reading and considering the annual report irrespective of whether the documents are available before, or after the date of our Report. We will include a section of Other Information in the Report as described in the section Events that affect the form and content of our Report, above.

Clause 25 - Should we identify that a relevant inconsistency seems to exist or become aware that other information seems to contain relevant misstatements, we will inform Management and those responsible for governance, where appropriate. Where we determine that a relevant misstatement in other information exists and has not been corrected, we will take appropriate action in the circumstances, including

PRP XXX.2020

Katrina Participações S.A.

Oct 08 2020

evidencing the existence of such material misstatement in our audit Report when identified prior to the date of our report. We appreciate the opportunity to provide services to the Company. Should this Agreement accurately reflect the terms and conditions on the basis of which the Company has agreed to hire us, please sign in the space reserved below on behalf of the Company and return a copy to Luiz Carlos Marques e Irdes Xavier, Av. Presidente Juscelino Kubitschek, 1909 - Torre Norte - 7^th Floor, São Paulo - SP, 04543-900.

Sincerely,

ERNST & YOUNG Auditores Independentes S.S. CRC-2SPP034519/O-6 DocuSigned by: Luiz Carlos Marques Accountant CRC-1SP147693/O-5 Agreed and accepted by: Katrina Participações S.A.
DocuSigned by:	DocuSigned by:
By Dennis Herszkowicz Chief Executive Officer	By Gilsomar Maia Sebastião Chief Financial Officer
Witnesses: DocuSigned by	DocuSigned by:
Ernst & Auditores Independentes S.S. Name: Mariana Baptista Position: Senior Audit Manager	Katrina Participações S.S. Name: Ricardo Guerino De Souza Position: Controllership, Financial Planning, Risks, Control Officer

Annex I

General Terms and Conditions for Audit and Review Work

KATRINA Participações S.A. (hereinafter referred to as "Company"), with address at Avenida Av. Braz Leme, 1000, Bloco B, 3^rd Floor, Bairro Casa Verde, São Paulo - SP, registered at the National Register of Legal Entities of the Ministry of Economy (CPF/ME) under No. 37.8966.148/0001-66, sign this contract.

This contract, for the provision of professional services related to clause 1 of the commercial contract, (hereinafter the "Services"), dated October 08, 2020, (hereinafter the "Contract"), is performed between EY Brasil and the Company.

Clause 1 - EY Brasil is a member firm of the Ernst & Young network of firms ("EY Firms"), each of them a separate and independent legal entity.

Clause 2 - EY Brasil is fully responsible to you regarding the Reports, the rendering of Services, and other obligations of EY Brasil contained in this Agreement.

Clause 3 - The Company shall be responsible for the compliance of its employees with the obligations described in this Agreement.

Clause 4 - The Company shall not rely on preliminary versions of the Report.

(a) That are or will be in the public domain, but not due to any breach of this Agreement;

(c) That they are already known by the party that receives them at the time of their disclosure, or are then generated independently. or

(d) That they are disclosed as necessary to enforce the rights of the receiving party under this Agreement; or

(e) Whose disclosure or communication is required by law, legal process or applicable professional regulation, in which case EY Brasil should do so, They shall inform the Client about such acts, whenever permitted, including, without limitation, the requirements set forth in Law no. 9.613/98 (Prevention and fight against money laundering) and subsequent amendments and in the regulations of CVM (Securities Commission) and CFC (Federal Accounting Council), instruments which establish the obligation of communication to COAF (Financial Activities Control Council), of the existence of money laundering signs identified in the course of the audit work, review of the financial statements and other services susceptible to communication, without the knowledge of any Company professional. Whenever possible, the Party that is required to disclose any information under this contract shall previously notify the other Party and make the disclosure limited to what was required.

Clause 7 - Both EY Brasil and the Company may use electronic means for correspondence or transmission of information, not constituting this use itself a breach of confidentiality obligations.

Annex I

General Terms and Conditions for Audit and Review Work

Clause 13 - The independence of the auditor of EY Brazil may be jeopardized if the Company offers employment or hires certain EY professionals. This fact may delay the provision of the Services or lead us to resign the work. The Company shall not, during the term of this Agreement, for any reason, without the prior written consent of EY Brasil, offer employment or appoint to a position in the Board of Directors of the Company or a financial reporting supervision function, or hire or appoint to a position in the Board of Directors of the Company or a financial reporting supervision function any professional of EY Brasil or any other EY entity that participates or has participated, directly or indirectly, in the provision of the Services of the current or previous fiscal year. The employee with financial reporting supervision function is the one who exercises, or is in the position that allows him/her to exercise influence over pro forma financial information and all those who participate in its preparation process.

Services, as specified in the Letter of Hiring.

Annex I

General Terms and Conditions for Audit and Review Work

(a) rendering of Services;

(b) compliance with the regulatory and legal obligations to which we are subject;

(d) risk management and quality reviews; and to

(e) our internal financial accounting, information technology and other administrative support services

(collectively "Processing Purposes").

We will be responsible for maintaining the confidentiality of Customer Information, regardless of who processes such information on our behalf.

Clause 19 - The period of validity of this Contract shall be concluded at the end of the Services. EY Brazil may terminate this Agreement, or any specific Service, immediately after informing the Company in writing, considering the payment by the Company to EY for the hours worked and costs incurred up to the time the Company is informed, in case of impossibility to continue providing the Services in accordance with professional obligations and applicable law. If a SOW is signed, the same termination procedure must be followed, unless otherwise provided. The Company may terminate this agreement upon notification to EY, in which case, due to the payment for the hours worked and costs incurred until the moment of termination.

The district court of São Paulo is elected to request urgent measures while the arbitral tribunal is not constituted, or to file executive actions.

Clause 25 - All aspects relating to arbitration shall be considered confidential. Neither the parties nor the arbitrators shall disclose the existence, content

Annex I

General Terms and Conditions for Audit and Review Work

Clause 30 - Neither EY Brasil nor the Company may assign any rights, obligations or demands described in this Agreement.

(b) the Annex General Terms and Conditions for Review and Auditing Work, and (c) other annexes to this Agreement.

Clause 33 - EY Brasil may use the Company's name in a public way in order to identify you as a client, but we may only make reference to the Company

with respect to the Services, and that we are providing them (or have provided them and subject to prior approval by the Company). EY Brasil may also sign contracts with other companies.

Clause 34 - Due to the audit services hired herein, described in the engagement letter, certain documents and information related to your Company shall be provided by you. Such documents and information related to the period ending July 31, 2020 ("Labor Papers") will be in the possession, custody and control of Ernst & Young Auditores Independentes S.S. which is subject to the duty of confidentiality pursuant to applicable legislation. Under the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board ("PCAOB") of the U.S. is authorized to conduct inspections of foreign auditing firms and examine their Labor Papers in connection with auditing services provided to companies, including their subsidiaries and affiliates, with securities in circulation in the U.S. capital markets. In this context, we may be required to provide the PCAOB with certain information (e.g., total fees, total assets and net income of the Company) related to the audit services to be provided to you.

Clause 35 - In this sense, according to Brazilian

Federal Accounting Council Resolution NBC P1.6, you hereby authorize Ernst & Young Auditores Independentes S.S., if requested by CVM, for the following:

Additionally, if the audit service to be provided by EY to the Company is selected for inspection by the regulator:

(b) to authorize Ernst & Young Auditores Independentes S.S., to submit to the regulator any and all Work Papers related to the audit services of Totvs S.A.'s pro forma financial information and Asset Report, whether of a confidential or non-confidential nature, as mentioned above, necessary for the fulfillment of the regulator 's requirements for the submission of Work Papers;

(c) undertake to cause all of its subsidiaries and affiliates included in the pro forma consolidated financial information, as referred to above, to provide any authorization and/or consent, necessary to comply with the regulator 's requirements for submission of Papers of Work; and

Annex I

General Terms and Conditions for Audit and Review Work

(d) authorize Ernst & Young Auditores Independentes S.S. to provide copies of the Papers if so requested by the regulator.

(a) For their lawyers (subject to these disclosure restrictions), who may use it only to advise the Company in connection with the Services;

(b) When disclosure is required by court order, competent authority or similar legal process (on which you will promptly notify EY) and for such purposes; and

Clause 37 - If the Company is allowed to disclose a Report (or any part of a Report), the way this information has been provided to it by EY may not be altered, edited or modified.

(a) It will fully comply with the Anti-Corruption Legislation, as well as make sure that all its professionals, agents and subcontractors also do so;

Appendix III
Amendment to the Bylaws

(Article 11 of ICVM Standard 481)

1. Copy of the bylaws, highlighting the proposed changes and Report detailing the origin and justification of the proposed changes and analyzing their legal and economic effects.
Articles of the current Bylaws	Proposed Changes to the Bylaws	Origin, Justification and Analysis of the effects of changes
Article 5 - The Company's fully subscribed and paid-in capital stock is of R$ 526,592,102.22 (five hundred and twenty-six million, five hundred and ninety-two thousand, one hundred and two Reals and twenty-two cents of Real), divided into 163,467,071 (one hundred and sixty-three million, four hundred and sixty-seven thousand and seventy-one) common shares, all of them being registered, book-entry shares, with no par value. (...)	Article 5 - The Company's fully subscribed and paid-in capital is R$2,121,341,447.46 (two billion, one hundred and twenty-one million, three hundred and forty-one thousand four hundred and forty-seven reais and forty-six cents), divided into 757,341,918 (seven hundred and fifty-seven million, three hundred and forty-one thousand, nine hundred and eighteen) common shares, all registered, book-entry shares with no par value. (...)	Amount of the capital stock and number of shares into which the Company's capital stock is divided, adjusted as a result of the Transaction at the time when it is consummated. There are no other expected legal or economic effects.
Article 6 - The Company is authorized to increase its capital stock up to the limit of R$ 2,500,000,000.00 (two billion and five hundred million Reais). (...)	Article 6 - The Company is authorized to increase its capital stock up to the limit of R$4,500,000,000 (four billion and five hundred million Reais).	As a result of the capital increase resulting from the Transaction, increase in the authorized limit for capital increase regardless of any amendment to the Bylaws, in order to maintain the flexibility currently granted to the Company's board of directors. There are no other expected legal or economic effects.

EXHIBIT 4

EXHIBIT 5

PROTOCOL AND JUSTIFICATION OF MERGER OF SHARES ISSUED BY Linx S.A. INTO katrina participações S.A., FOLLOWED BY MERGER OF katrina paRticipações S.A. INTO totvs S.A.¹

The management of the companies identified below, after having received and assessed, jointly with their respective advisors, the proposal submitted by TOTVS S.A. (identified below), in the best interest of the respective companies and their shareholders:

(a)

TOTVS S.A., a publicly-held company with its head office in the city of São Paulo, State of São Paulo, at Avenida Braz Leme No. 1.000, Casa Verde, Zip Code 02511-000, enrolled with the CNPJ/MF under No. 53.113.791/0001-22 (“TOTVS”);

(b)

Linx S.A., a publicly-held company with its head office in the city of São Paulo, State of São Paulo, at Avenida Doutora Ruth Cardoso No. 7.221, 20^th floor, Pinheiros, Zip Code 05425-9020, enrolled with the CNPJ/MF under No. 06.948.969/0001-75 (“Linx”); and

(c)

Katrina Participações S.A., a company with its head office in the city of São Paulo, State of São Paulo, at Avenida Braz Leme No. 1.000, Block B, 3^rd floor, Casa Verde, Zip Code 02511-000, enrolled with the CNPJ/ME under No. 37.896.148/0001-66 (“Holding” and, jointly with TOTVS and Linx, the “Parties” or “Companies”),

For the reasons of and aiming at achieving the goals detailed herein, the Companies have decided to execute this protocol and justification (“Protocol and Justification”) in conformity with Articles 224 and 225 of Law No. 6.404/76, seeking (a) the merger of the shares issued by Linx into Holding, and (b) the subsequent merger of Holding into TOTVS. The totality of the shares issued by Holding are held by TOTVS and will be held by TOTVS on the date of approval of the merger of shares issued by Linx into Holding. Both the merger of shares issued by Linx into Holding, and the merger of Holding into TOTVS shall be submitted for approval by the shareholders of the Companies at their respective extraordinary shareholders’ meetings, under the following terms and conditions:

1. Description of the Transaction, Reasons or Purposes and Interests of the Companies

1.1. A corporate reorganization will be submitted to the shareholders of the Companies according with the steps detailed below (“Transaction”), which shall result in (a) the ownership by TOTVS of the totality of the shares issued by Linx; and (b) assuming that the total capital stock of Linx is represented, as of the Closing Date (as defined below), by one hundred seventy-nine million, four hundred twenty-eight thousand,

¹ This Protocol and Justification is a free translation of the Portuguese original. The Portuguese original shall prevail in the event of any inconsistency.

seven hundred thirty-seven (179,428,737)² common shares, excluding treasury shares, and subject to the provisions in Section 2, the receipt by Linx’s shareholders, for each common share issued by Linx that they own on the record date, of:

(a)

a cash payment in Reais of R$6.20 (“Original Cash Installent Reference Amount”), updated pro rata according to the CDI rate variation from the sixth month counted from August 14, 2020 until the date of the actual payment and adjusted as set forth Section 2.2 below, as applicable (after the adjustments, “Redemption Value”), to be paid cash, in a single installment, up to 30 days from the Closing Date (“Financial Settlement Date”); and

(b)

one common share issued by TOTVS (“Reference Exchange Ratio”), adjusted as set forth in this Protocol and Justification in Section 2.1, as applicable (after the adjustments, “Final Quantity of TOTVS’s Shares per Holding’s Common shares”).

1.2. The Transaction shall comprise the following steps, all interdependent, whose completions will be subject to the applicable corporate approvals and compliance with the conditions precedent referred to in Section 3.1 below, and to occur on the same date:

(a)

Holding’s capital increase upon issuance of at least one hundred sixty-three million five hundred thousand (163,500,000) new common shares without par value, which shall be fully subscribed and paid-up by TOTVS, in Reais, by the Closing Date, for the total issue price of at least one billion one hundred twenty-five million Reais (R$1,125,000,000.00), of which at least one billion one hundred fifteen million Reais (R$1,115,000,000.00) shall be allocated for the creation of a capital reserve (“Holding Capital Increase);

(b)

on the same date, as a subsequent and interdependent act of Holding’s Capital Increase, a merger of all the shares issued by Linx into Holding, by their book value, resulting in the issuance by Holding, to the shareholders of Linx who owned the merged shares (“Linx’s Shareholders”), of common shares and redeemable preferred shares issued by Holding, provided that for each common share issued by Linx four common shares and one redeemable preferred share issued by Holding shall be delivered, as set forth in Section 4.1 (“Merger of Linx Shares”) for the total issue price of at least six billion sixteen million two hundred forty-five thousand five hundred fifty-one Reais and sixty-one cents (R$6,016,245,551.61), of which at least five billion one hundred nineteen million one hundred one thousand eight hundred sixty-six Reais and sixty-one cents (R$5,119,101,866.61) shall be allocated for the creation of a

² Estimate made by considering that, on the Transaction Completion Date, there will be 179,428,737 shares issued by Linx (the total number of 189,408,960 shares, excluding 14,125,991 treasury shares and including 4,145,768 shares resulting from the early vesting of deferred shares and call option plans). The number of outstanding shares issued by Linx may vary until the Transaction Completion Date.

capital reserve. After the completion of the Transaction, Linx shall keep its own legal entity status and equity, there being no legal succession;

(c)

as a subsequent and interdependent act of the Merger of Linx Shares, there will be a redemption of all the preferred shares issued by Holding, upon payment, for each preferred share being redeemed, of the Redemption Value (the “Redemption”). Upon Redemption, Holding’s preferred shares will be cancelled against the capital reserve; and

(d)

on the same date, as a subsequent and interdependent act of the Redemption, which is proposed to be approved in advance with effectiveness subject to the completion of the previous steps, the merger of Holding into TOTVS for Holding’s equity book value (already taking into consideration the effects of Holding’s Capital Increase, the Merger of Linx Shares and the Redemption), with the consequential winding-up of Holding and succession, by TOTVS, of all Holding’s properties, rights and obligations, with the consequent migration of Linx’s Shareholders to become TOTVS’s shareholders (“Merger of Holding”).

1.2.1. Although the steps in Section 1.2 above will occur consecutively, all of them are part of a single transaction,such that each of the steps will not be individually effective without the others also becoming effective and fully implemented as a whole. Thus, the Transaction may not be partially approved at a general shareholders’ meeting of the Companies or partially implemented.

1.2.2. The purpose of this Transaction is to create a benchmark company in the software and technology market, with the challenge of building a solution ecosystem that encompasses the following scopes: (i) Management, with open, connected and customizable platforms and solutions, (ii) TechFin solutions, to expand, streamline and decrease the prices to access financial services; and (iii) Business Performance, with the creation of products that help clients to increase their sales.

1.2.3. The integration of the Companies’ activities will significantly strengthen the business model of the combined entity. BCombining the chains serviced by TOTVS (manufacturing, logistics, distribution, services and agrobusiness, among others) with Linx's work on the final point in retail, will create a management solution which will involve much more than cross horizontal offering opportunities and allow for the expedited introduction of financial and digital solutions.

1.2.4. The combination of TOTVS and Linx presents, in view of their complementary natures, a huge potential of synergies and efficiency gains, especially regarding the optimization of costs, expenses and strengthening of investments in different growth paths, which will result in a substantial value creation for TOTVS, Linx, their respective shareholders, clients and employees.

1.2.5. As a result of the Transaction herein described, the number of TOTVS’s outstanding shares will be added to the number of shares issued on behalf of Linx’s shareholders after the merger of Holding, to be determined on the Closing Date. As TOTVS and Linx are companies without a defined controlling shareholder, such new

issuance shall cause TOTVS’s shares to be one of the most liquid shares in the Brazilian market. After the conclusion of the Transaction, Linx’s shareholders will become holders of TOTVS’s shares, abiding by the exchange ratio provided for in this Protocol and Justification.

1.3. After the Closing Date, given the period required to promote the integration of a business, which according to TOTVS’s experience is essential for a successful integration, TOTVS and Linx shall continue to dedicate themselves to their respective activities with TOTVS remaining as a publicly-held company and Linx becoming a wholly-owned subsidiary of TOTVS. Upon the consummation of the Transaction, the shares issued by Linx shall cease to be traded in the Novo Mercado segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), Linx’s registration as a publicly-held company shall be cancelled and Linx’s American Depositary Shares (“ADS”) shall cease to be traded on the New York Stock Exchange (“NYSE”).

1.4. The holders of Linx ADSs shall be entitled to receive TOTVS’s ADSs in accordance with the same exchange ratio set forth in Section 1.1 above. Therefore, TOTVS shall take all actions to obtain (i) the registration of the transaction with the Securities and Exchange Commission (“SEC”) in the United States and (ii) the listing of TOTVS’s ADSs on the same listing segment of the NYSE in which the Linx’s ADSs are listed.

2. Adjustments to the Exchange Ratio of Linx-Holding, to the Redemption Value and to the Final Quantity of TOTVS’s Shares per Holding’s Common shares

2.1. The exchange ratio of Linx’s shares for Holding’s common and preferred shares as a result of the Merger of Linx Shares and the Reference Exchange Ratio, the Original Cash Installent Reference Amount shall be adjusted on a pro rata basis in the event of issuance, bonus, splitting, reverse splitting, repurchase or cancelation of shares by Linx, Holding (except if related to the events described in this Protocol and Justification and required to complete the Transaction) and/or by TOTVS after August 14, 2020, as applicable.

2.2. The Original Cash Installment Reference Amount shall be (i) reduced by the amount of any dividends, interest on equity and other earnings declared and paid by Linx as from August 14, 2020 and with a record date of the shareholder base until and including the Closing Date; (ii) increased by the amount of any dividends, interest on equity and other earnings declared and paid by TOTVS as from August 14, 2020 and with a record date of the shareholder base until and including the Closing Date; and (iii) reduced by, if applicable, any withholding income tax owed by Linx’s Shareholders as a result of the Transaction.

2.3. In addition, TOTVS may, unilaterally and without the need to amend this Protocol and Justification, based on the recommendation of its financial advisors and within the validity term of its business combination proposal submitted to Linx's management reflected in this Protocol and Justification, increase the total amount of cash and/or the number of shares issued by TOTVS, as the case may be, to be delivered as consideration for the Redemption or Holding Merger, without any decrease in the amount of the cash installment and/or the number of TOTVS’s shares used in the

Reference Exchange Ratio, as adjusted in accordance with this Protocol and Justification.

3. Conditions Precedent to the Completion of the Transaction

3.1. In compliance with the provisions in Section 3.2 below, the closing of the Transaction will be, under the terms of article 125 of the Brazilian Civil Code, subject to (“Conditions Precedent”):

(a)

approval of the Transaction by CADE;

(b)

effectiveness of the registration statement (“Form F-4”) filed by TOTVS with the SEC for purposes of calling, holding and approving the Transaction at the Linx’s general shareholders’ meeting;

(c)

confirmation by TOTVS, or waiver at TOTVS sole discretion, of compliance by Linx with the provisions set forth in Sections 7.1 and 7.1.1 below;

(d)

confirmation by Linx, or waiver at Linx sole discretion, of compliance by TOTVS with the provisions set forth in Sections 7.1. and 7.1.2 below;

(e)

the nonoccurrence of the events provided in Section 7.1.3 in relation to TOTVS is a condition for the consummation of the Transaction by Linx (which may, at its sole discretion, expressly waive such condition, in whole or in part). Likewise, the nonoccurrence of the events provided in Section 7.1.3 in relation to Linx is a condition for the consummation of the Transaction by TOTVS (which may, at its sole discretion, expressly waive such condition, in whole or in part);

(f)

confirmation by the respective Parties of the truthfulness and accuracy, in all material aspects, of the representations and warranties in the Section 7.6 below and only the other Party, at its sole discretion, may expressly waive the confirmation of one or more representation and warranty;

(g)

(i) Linx shall have obtained the third-party consents for agreements which the early maturity would result in an amount equal to or higher than fifty million Reais (R$50,000,000.00), individually or in the aggregate; (ii) nonexistence of obligations that excee fifty million Reais (R$50,000,000.00), individually or in the aggregate, which may have their early maturity or other applicable penalties declared as a result of the Transaction (“Obligations Subject to Early Maturity”); (iii) settlement, by Linx, of all Obligations Subject to Early Maturity, in full and without any future obligations for Linx as a result of such settlement; or (iv) availability of cash at Linx, in an amount corresponding to at least 100% of the amount required to settle all Obligations Subject to Early Maturity (including any applicable penalties);

(h)

absense of any law or order issued or enacted by a competent government authority, judicial authority or arbitration court which prevents the completion of the Transaction; and

(i)

compliance, by the parties, with their respective material obligations under this Protocol and Justification.

3.2. Once the Conditions Precedents have been implemented or waived and after obtaining the Corporate Approvals, any of the Companies may notify the other about the implementation of the Conditions Precedent, and TOTVS and Linx shall release a notice to market including, at least, the date on which the Transaction shall be completed and the date that the shares issued by Linx will no longer be traded in B3. Such date, which shall be the 5^th business day counted from the implementation of the last of the Conditions Precedent, shall be the record date to determine which of Linx’s shareholders will receive shares issued by TOTVS (“Closing Date”).

3.3. On the last business day immediately prior to the Closing Date, TOTVS’s board of directors shall hold a meeting to (i) confirm the Final Quantity of TOTVS’s Shares per Holding’s Common shares, which shall be issued as a result of the Merger of Holding; and (ii) register that the Transaction shall be completed on the Closing Date.

4. Exchange Ratio, Base Date, Appraisal, Capital Increase and Withdrawal Rights

4.1. As a result of the Merger of Linx’s Shares, the Linx shareholders shall receive seven hundred seventeen million seven hundred fourteen thousand nine hundred forty-eight (717,714,948) new common shares; in addition, one hundred seventy-nine million four hundred twenty-eight thousand seven hundred thirty-seven (179,428,737) new redeemable preferred shares shall be issued by Holding, all of them to be registered shares, with no face value, in exchange for the common shares held by them in Linx, at the ratio of four common shares and one redeemable preferred share issued by Holding for each common share issued by Linx. Therefore, there will be no fractional shares at this step of the Transaction.

4.1.1. The new common shares issued by Holding shall be entitled to the same rights and benefits of the issued and outstanding common shares of Holding held by TOTVS and shall be entitled to participate in the earnings for the fiscal year in course at date of their issuance. The new preferred shares issued by Holding shall not be entitled to voting rights, shall have priority upon capital reimbursement in case of liquidation, without premium, and shall be automatically redeemed at the Closing Date, without the need for an extraordinary shareholders’ meeting, and for each 1 (one) preferred share issued by the redeemed Holding, the Redemption Value must be paid, without prejudice to the provisions of item 2.1.

4.2. As a result of the Merger of Holding, 179,428,737 (one hundred seventy-nine million four hundred twenty-eight thousands seven hundred thirty-seven) new common shares of TOTVS, all registered shares, with no par value, will be issued for the former shareholders of Linx (which at such time shall already be Holding’s shareholders) in exchange for the common shares of Holding held by them. For each common share of Holding, the Final Number of TOTVS’s Shares per Holding’s Common share shall be issued and the TOTVS’ board of directors shall acknowledge and disclose, as set forth in Section 3.3 of this Protocol and Justification, the exact number of issued shares.

4.2.1. The new common shares issued by TOTVS shall be entitled to the same rights and benefits attached to the common shares issued by TOTVS and shall be entitled to participate in the earnings of the fiscal year in course as from their issuance date.

4.3. The base date of the Transaction is June 30, 2020 (“Base Date”).

4.4. TOTVS’s management, on behalf of TOTVS and of Holding, engaged (a) Deloitte Touche Tohmatsu Consultores Ltda. (“DTT”) to appraise and determine the market value of the shares issued by Linx to be merged into Holding, already taking into consideration the effects of Holding’s Capital Increase (“Appraisal Report of Linx’s Shares”), according to which such shares amount to, on the Base Date, at least five billion nine hundred thirty-nine million reais (R$5,939,000,000.00); and (b) Ernst & Young Auditores Independentes S.S. (“EY”) to appraise and determine the book value of Holding’s equity to be transferred to TOTVS by virtue of the Merger of Holding, already taking into consideration the effects of Holding’s Capital Increase, Merger of Linx’s Shares and Redemption (“Appraisal Report of Holding”), according to which such equity amounts to, on the Base Date and considering the effects of the Merger of Linx’s Shares and Redemption, six billion twenty-eight million seven hundred eighty-seven thousand four hundred eighty-two reais and twenty-one cents (R$6,028,787,482.21). The Appraisal Report of Linx’s Shares and the Appraisal Report of Holding comprise Annex 4.4(a) and Annex 4.4(b) to this Protocol and Justification.

4.5. The Merger of Linx’s Shares shall result in an increase of Holding’s shareholders’ equity in an amount supported by the Appraisal Report of Linx’s Shares, part of which, as determined at the general shareholders’ meeting, shall be allocated to the capital reserve and the balance shall be added to Holding’s capital stock, with the subsequent amendment of Article 5 of its bylaws.

4.6. The Merger of Holding, in turn, shall result in an increase of TOTVS’s shareholders’ equity in an amount equal to the portion of Holding’s shareholders’ equity corresponding to the investment of Linx’s shareholders in Holding, after the Redemption, part of which shall be allocated to TOTVS’s capital stock, with the subsequent amendment of Article 5 of its bylaws, and part of which may be allocated to the capital reserve to be determined at the general shareholders meeting. The shares of Holding held by TOTVS at the time of the Merger of Holding shall be cancelled. The equity variations ascertained as from the Base Date until the date on which the Merger of Holding is completed shall be appropriated by TOTVS.

4.7. To the extent that the exchange ratio has been agreed upon between TOTVS and Linx, which are independent parties, the provisions set forth in article 264 of Law 6404/76 shall not be applied.

4.8. Under the terms of article 227, § 1 of Law nº 6.404/76, (i) the appointment of DTT shall be submitted for confirmation to the general shareholders’ meeting of Holding that will decide on the Merger of Linx’s Shares, and (ii) the appointment of EY shall be submitted for confirmation to the general shareholders’ meeting of TOTVS that will decide on the Merger of Holding.

4.9. DTT and EY declare that (i) there is no actual or potential conflict or shared interests with the Companies’ shareholders or with regards to the Merger of Linx’s Shares or the Merger of Holding, as the case may be; and (ii) the shareholders or the directors of the Companies have not directed, limited, impaired or performed any acts which prevented or may have prevented the access, use or knowledge of information, properties, documents or work methodologies that are material for the quality of their conclusions. DTT and EY were selected for the works described herein due to the wide and renowned experience as both specialized companies have in preparing reports and appraisals of such nature.

4.10. TOTVS and Holding shall bear all the costs related to the hiring of DTT and EY for preparing the Appraisal Report of Linx’s Shares and theAppraisal Report of Holding, as the case may be.

4.11. The TOTVS’s management has retained advisory services from an internationally renowned investment bank to help TOTVS’s board of directors in the process of making an informed decision regarding the financial aspects of the Transaction. Such financial institution has not disclosed any impediment or conflict to issue the fairness opinion. The fairness opinion is included in Annex 4.11 to this Protocol and Justification.

4.12. Pro forma financial information of the combined entity, as if the combined entity was an existing entity as of the Base Date, has been prepared in conformity with Law 6404/76 and CVM Instruction 565/15, as well as the rules issued by the Brazilian Securities and Exchange Commission. The pro forma balance sheet of the combined entity, including the reasonable assurance report (Relatório de Asseguração Razoável), is included in Annex 4.12 to this Protocol and Justification.

4.13. The Linx shareholders that have not approved the Merger of Linx’s Shares shall be entitled to withdrawal rights, as set forth in article 252, paragraph 2, of Law 6404/76.

4.13.1. The shareholders that have not approved the Merger of Linx’s Shares and confirmed the intention to withdraw from Linx within 30 days from the date of publication of the minutes of Linx’s Extraordinary Shareholders’ Meeting that approved the Merger of Linx’s Shares, in conformity with the provisions set forth in article 230, of Law 6404/76, shall be entitled to reimbursment of the Linx shares, by virtue of the proven ownership of the Linx’s shares, from the date of the first publication of the call notice, or on the date of disclosure of the material fact subject to resolution, whichever is the earlier.

4.13.2. The amount payable as reimbursement shall be equivalent to the equity value of the Linx share, calculated based on Linx’s last approved balance sheet (as of December 31, 2019 and approved at the General Shareholders’ Meeting held on April 30, 2020), without prejudice to the right to prepare the interim balance sheet.

4.13.3. Considering that at Holding’s Extraordinary Shareholders’ Meeting that resolved on the Merger of Linx’s Shares and on the Linx’s merger into TOTVS, TOTVS

will be Holding’s sole shareholder, there shall be no dissenting shareholders or withdrawal right of Holding’s shareholders by virtue of these steps of the Transaction.

5. Corporate Approvals

5.1. The effectiveness of the Merger of Linx’s Shares, the Redemption and the Merger of Holding shall depend on the following acts (“Corporate Approvals”), all of them interdependent and with effects subject to the compliance with the Conditions Precedent, which, except for the TOTVS extraordinary general meeting which will be called in advance, shall be coordinated in order to occur on the same date:

(a)

Linx’s Extraordinary Shareholders’ Meeting to, in this order, (i) confirm the waiver of the provisions set forth in Article 43 of the Linx bylaws to the Transaction, in the sense that the mandatory tender offer for the acquisition of shares issued by Linx shall not be triggered; (ii) approve the Protocol and Justification; (iii) approve the Transaction; and (iv) authorize the subscription, by its directors, of new shares to be issued by Holding;

(b)

Holding’s extraordinary shareholders’ meeting to, in this order, (i) approve Holding’s Capital Increase; (ii) approve the Protocol and Justification; (iii) ratify the appointment of DTT; (iv) approve the Appraisal Report of Linx’s Shares; (v) approve the creation of a new class of preferred shares, as per Section 4.1.1 above; (vi) approve the Merger of Linx’s Shares; (vii) approve the increase of the capital stock to be subscribed and paid-up by the management of Linx and consequent amendment to its bylaws; (viii) approve the Redemption and consequent amendment to its bylaws; (ix) approve the Merger of Holding into TOTVS; and (x) authorize the subscription, by its management, of new shares to be issued by TOTVS; and

(c)

TOTVS’s extraordinary general meeting, to, in this order, (i) examine, discuss and approve this Protocol and Justification, as proposed by TOTVS's management for subsequent submission to Linx shareholders/quotaholders; (ii) ratify the appointment of EY, as responsible for the preparation of the Appraisal Report of Holding; (iii) approve the Appraisal Report of Holding; (iv) approve the Transaction proposed under the terms of this Protocol and Justification, the consummation of which shall be subject to its subsequent approval by Linx shareholders and by the Brazilian antitrust authorities, and to the other conditions provided for in Section 3.1 of this Protocol and Justification; (v) approve, subject to the consummation of the merger of Katrina, the increase in TOTVS's capital stock through the issuance of new common shares, to be subscribed and paid up by the managers of Katrina, for the benefit of its shareholders, with the consequent amendment of Article 5 of TOTVS's bylaws; and (vi) approve the investment, by TOTVS, in Katrina, in an amount sufficient to pay the Redemption Value, in the amount of at least R$ 1,125,000,000.00 (one billion cent and twenty-five million reais), adjusted as provided in Section 2 above, upon the subscription of new shares, with

TOTVS’s managers authorized to implement such adjustments within the limits provided herein with no need of new shareholders’ approval.

5.2. After effectiveness of Form F-4, the TOTVS and Linx managements, within ten business days, at most, shall call, on the same date, the Companies’ Extraordinary Shareholders’ Meetings, provided to in Sections 5.1(a), (b) and (c) above, to be held within thirty (30) days from the publication of the respective first call notices.

6. Filing with the Brazilian Administrative and Economic Council

6.1. TOTVS shall submit the notice of the Transaction to the CADE on a proactive and diligent basis through the legal counsel appointed by TOTVS.

6.2. In order to ensure the submission of the notice to CADE, Linx shall provide to TOTVS the necessary information for analysis of the notice, as requested by TOTVS and/or CADE. Amongst the necessary information, confidential and/or sensitive information shall be clearly identified by Linx in order to ensure that such information is solely exchanged between outside advisors.

6.3. All costs and expenses relating to the approval of the Transaction by CADE shall be assumed by TOTVS, except for the expenses with lawyers, which shall be assumed by the respective Party, in conformity with Section 6.4 below.

6.4. At its discretion, Linx may be represented by external lawyers in the proceedings related to the notice of the Transaction submitted to CADE. In this regard, TOTVS shall give prior notice to Linx of its interactions with CADE in order to permit the participation of Linx external lawyers on such interactions. However, to the extent that TOTVS has the lead of the required process with CADE, TOTVS shall not be subject to Linx’s previous approval for the presentation of any documents, declarations and/or information to CADE. TOTVS may previously share with Linx the documents to be presented to CADE for purposes of knowledge and confirmation of the accuracy of the information presented, however, TOTVS holds the right to provide CADE solely the best information abailable to TOTVS, provided that such information is not verified by Linx. In this case, Linx shall confirm and/or adjust the information known, as well as present to TOTVS any recommendations to protect the companies’ interests before CADE, as soon as possible, in order to ensure the compliance, by TOTVS, of any eventual requests made by CADE.

6.5. Without the previous authorization of TOTVS, Linx shall not contact CADE and shall not submit any documents and/or information, agreements, documents and/or information related to and/or in connection with the Transaction to CADE.

6.6. In the event that CADE applies any penalty as a result of any action, omission or non-performance of applicable regulation by any of the Parties, the defaulting Party shall be solely responsible for the respective payment.

6.7. In the event that CADE imposes restrictions to the Transaction referred to in this Protocol and Justification as a condition for approval, TOTVS and Linx shall make their best efforts to meet such impositions by CADE, in order to implement the Transaction in terms substantially similar to those set forth in this Protocol and Justification. If it is

not possible to comply with the restrictions imposed by CADE, while maintaining the conditions set forth in this Protocol and Justification, the provisions set forth in Section 6.7.1 will apply.

6.7.1. In the event that CADE (i) imposes restrictions as a condition for approval of the Transaction and, after undertaking their best efforts, TOTVS and Linx were not able to comply with such restrictions, or (ii) rejects the Transaction, Linx may terminate the Transaction and shall receive, from TOTVS, for losses and damages, the amount of one hundred million reais (R$100,000,000,000.00), payable in Brazilian reais, in a single cash installment, within up to 30 days from the notice submitted by Linx to TOTVS in this regard, provided that Linx shall not claim any additional amount arising from the non-completion of the Transaction, as set forth in article 416 of the Civil Code.

6.7.2. Under no circumstance shall the remedies/commitments negotiated or imposed by CADE modify the exchange ratio calculated as set forth in this Protocol and Justification, represent the waiver of any right set forth therein, or change the obligations assumed by the Parties.

7. Other Covenants

7.1. Except if provided otherwise in this Protocol and Justification, until the Closing Date or the date of refusal by Linx or TOTVS’s shareholders at their respective general shareholders’ meeting, the Companies shall maintain the ordinary course of businesses and not undertake acts that could somehow materially impact their businesses or acitivities, including, as example, payment of any fine relating to any matter subject to, directly or indirectly, approval at the general shareholders’ meeting which, therefore, would significantly change the balance of the exchange ratios defined herein or otherwise prevent or jeopardize the implementation of the Transaction.

7.1.1. Notwithstanding the provisions set forth in this Section 7.1, Linx shall not, until the Closing Date or the date of refusal by Linx or TOTVS shareholders at their respective general shareholders’ meeting, undertake or authorize subsidiaries to undertake the acts described below, except if expressly authorized by TOTVS:

(i)

propose to the general shareholders’ meeting of Linx and/or its subsidiaries any amendments to the bylaws (except for and solely to the extent determined by applicable legislation);

(ii)

redeem, repurchase, issue or sell any shares issued by it, securities convertible into or substitutable for shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued, except for the share-based compensation plans of Linx in force as of the date hereof (“Linx’s Plans”), as the case may be;

(iii)

propose to the Linx general shareholders’ meeting the capital reduction or redemption of its shares;

(iv)

approve the acquisition (including by merger, incorporation, acquisition of shares or assets, or in any other way) any interest in assets or any

business or person that involves a higher amount, individually, than R$ 50,000,000.00 (fifty million reais);

(v)

approve the entry into alliances or joint venture agreements, or any type of similar relationship;

(vi)

approve the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, present date, in the existing compensation and benefit plans, except if so determined by applicable law;

(vii)

directly or indirectly get involved in any operation, or enter into any agreement with a director, director or its related parties, which are not due to the ordinary course of their business;

(viii)

promote any change in its accounting policies and practices, except if required by law;

(ix)

lease or encumber (including the granting of any option on) any of its assets, except if due to the fulfillment of currently existing contracts and in the regular course of its business;

(x)

except in relation to actions to be taken under existing contracts, assume any obligation or responsibility, enter into new relevant contracts, including: (a) contracts for the sale purchase agreement or sale of its assets, with an amount higher than R$ 5,000,000.00 (five million); or (b) property lease contracts for the head office of Linx, with the exception of existing lease contracts; ;

(xi)

mortgage or pledge any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Linx and/or its subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding R$ 50,000,000.00 (fifty million reais);

(xii)

take out any loan, issuing debt securities, entering into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except: (a) those entered into in the regular course of Linx's business and that in any case do not increase the debt of Linx in more than R$ 200,000,000.00 (two hundred million reais); or (b) operations that aim to refinance its indebtedness, without the issuance of convertible or exchangeable securities for its shares;

(xiii)

guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any person, except in relation to its subsidiaries;

(xiv)

enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Linx and/or its respective subsidiaries in order to speed up payments due under those contracts;

(xv)

donate or freely assign any asset, right, or any form of asset, to their respective shareholders, directors, officers and/or any third party, except by the practices already hired and donation to Ten Yad;

(xvi)

enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except if in the regular course of their business;

(xvii)

engage in different commercial activities, except in relation to those incidental necessary for the development of its activities, other than those relating to the Transaction contemplated by this Protocol and Justification;

(xviii)

anticipate the vesting periods of the options, or permanence of the plan, granted under the Linx Plans;

(xix)

approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; and (c) the implementation of any voluntary termination or dismissal program for employees;

(xx)

propose to the general shareholders’ meeting of Linx the approval of the cancellation of its registration as a publicly held company;

(xxi)

enter into any contract or otherwise assume any obligation to any related party; and

(xxii)

agree or undertake to perform any of the acts described above.

7.1.2. Without prejudice to the provisions set forth in Section 7.1, the TOTVS management shall not, until the Closing Date or the date of the refusal by Linx or TOTVS’s shareholders at their respective general shareholders’ meeting, propose at the TOTVS Shareholders’ Meeting the capital reduction or redemption of the shares issued.

7.1.3. In addition, until the Closing Date, Linx or TOTVS shall not have suffered any Material Adverse Change. “Material Adverse Change” means any event, circumstance, effect, occurrence or situation, or any combination thereof, which, individually or collectively, would impact or could reasonably impact the businesses, transactions, assets, properties, commercial or financial condition, or results of Linx or TOTVS, as the case may be, in an amount equal to or above twenty percent (20%) of the gross revenue accrued by Linx or TOTVS in the fiscal year immediately before the fiscal year of the Material Adverse Change; except to the extent that such change or adverse effect has been known by the directors and/or executive officers of the other party who are signatories of this Protocol and Justification, previously to the date hereof, or as a result of (A) adverse economic or foreign exchange effects in the industry in which Linx or

TOTVS operate in Brazil; (B) regulatory or other changes that impact the industry in which Linx or TOTVS operates in general, as appliacable; (C) any changes in applicable law or accounting standards generally accepted in Brazil, including any tax reform; (D) any effect that, if subject to reversal before the Closing Date, is reversed before the Closing Date; or (E) effects arising from the new coronavirus pandemic.

7.2. The right to exercise the stock options granted in the context of the Linx’s 2016, 2017 and 2018 Stock Option Plans and Linx’s 2017, 2018, 2019 and 2020 Deferred Share Plans in force as of the date hereof may be, as approved by Linx board of directors, advanced through the Closing Date, in a way that the beneficiaries of the respective plans participate in the Transaction as Linx’s Shareholders.

7.3. The events described in this Protocol and Justification, as well as the other matters submitted to the shareholders of the Companies at the General Shareholders’ Meetings that will decide on the approval of the Protocol and Justification, are reciprocally dependent legal transactions, such that a transaction is not effective without the others also becoming effective.

7.4. TOTVS, by this Protocol and Justification, is a co-obligor liable with Holding in all the obligations involving Holding in the Transaction and/or provided for in this Protocol and Justification, and, once the Corporate Approvals for the Transaction as set forth in Section 5.1 are obtained, will be jointly and severally liable with Holding for all the payments that may be due by Holding under the terms of this Protocol and Justification, especially for those related to the Redemption Value.

7.5. For purposes of the Transaction, TOTVS shall fulfill its registration with the SEC and the Companies shall cooperate between each other in the preparation and filing of the required documents for TOTVS registration and related to the Transaction, including, for purposes of clarification, (i) the preparation and filing of TOTVS registration statement on form F-4 with the SEC, under the terms of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934; and (ii) the obtaining of the consent of auditors and any other third parties for the preparation and filing of the documents required for the registration of TOTVS and the Transaction with the SEC, including (a) the consent of EY as Linx’s independent auditors for purposes of inclusion of their audit reports to Linx’s financial statements in the TOTVS Form F-4; and (b) the issuance of the representation letter by Linx’s management to EY, as TOTVS’s independent auditors, with respect to the pro forma financial information to be included in the form F-4 to be filed by TOTVS with the SEC.

7.6. TOTVS, regarding itself and Holding, and Linx, regarding itself, represent and warrant to each other the following:

(a)

Linx and TOTVS are publicly-held corporations, duly organized and validly existing under the Laws of Brazil. Holding is a corporation, duly organized and existing under the Laws of Brazil, without any activity or liability whatsoever.

(b)

Except for the completion of the transaction under the Association Agreement and Other Covenants originally entered into, on August 11, 2020, and subsequently added, between Linx, STNE Participações S.A. and others, as

approved by Linx’s shareholders, to their best knowledge, there is not, as of this date, any impediment for the completion of the Transaction and fulfillment of the obligations provided for in this Protocol and Justification, except as otherwise already provided in this Protocol and Justification.

(c)

As of the date hereof:

(i)

The TOTVS capital stock is exclusively represented by 577,913,181 common shares, all of them paid-up, there being no contract or security issued thereby which may give right to the subscription thereof, except for the obligations arising from the share-based incentive plans, as disclosed in the TOTVS Reference Form.

(ii)

The Linx capital stock is exclusively represented by 189,408,960 common shares, all of them paid-up, and there is no outstanding contract or security issued by Linx granting subscription rights, except for the obligations arising from the stock option plans and deferred share plans, as disclosed in the Linx Reference Form.

(iii)

Holding capital stock is exclusively represented by 100 common shares, all of them paid-up, and there is no outstanding contract or security issued by Holding granting subscription rights to any person other than TOTVS.

(d)

The respective audited financial statements for the year ended December 31, 2020 and, in relation to TOTVS and Linx, the most recent Reference Form, as filed and made available from the website of the CVM (Comissão de Valores Mobiliários), properly reflect, as of the date hereof, in all material aspects, the best understanding of the Company’s management with respect to the Company’s businesses, as required by applicable legislation. Linx's most recent annual report, prepared on Form 20-F and filed with the SEC, as well as the information provided to the SEC on Form 6-K, reflect, as of their filing dates, in all material aspects, the best understanding of Linx’s management about its businesses, operations and contingencies at their respective disclosure dates.

(e)

TOTVS has the necessary resources to complete the Transaction.

7.7. The Companies and their respective managements agree to comply with all the terms provided for in this Protocol and Justification, their respective boards of directors being authorized to take any and all actions as may be necessary for implementing the Transaction.

8. Miscellaneous

8.1. Except for the provisions set forth in Section 6.7.1, this instrument shall be deemed null and void, not subject to any indemnity or payment from one Party to the other, in the event the Transaction has not been implemented within 18 months as from the date hereof, except if, once the Transaction has been approved by the TOTVS and Linx shareholders, such delay is caused by TOTVS or Katrina, on one side, or Linx, on the other side, or, in addition, their respective managements, in which case the non-

defaulting party may, at its sole discretion, (i) postpone the term of 18 months in order to implement the Transaction; or (ii) terminate the Transaction and receive, for losses and damages, the amount of R$150,000,000.00, payable in Brazilian reais, in a single cash installment, within 30 days from the notice in this regard; the non-defaulting Party shall not claim any additional amount by virtue of the non-implementation of the Transaction, as set forth in article 416 of the Civil Code.

8.2. Any of the Parties shall cure or ensure the cure of a violation of any obligations under this Protocol and Justification within 30 days from the date of the notice submitted by the non-defaulting Party in this regard.

8.3. For clarification, the payment by Linx of the penalty referred to in Section 7.1, will result in the option by TOTVS and its management, at its sole discretion, to not proceed with the Transaction. In this event, this Protocol and Justification will no longer be in effect no indemnity or payment shall be due between the Parties.

8.4. Once the Transaction is approved, TOTVS’s management shall perform all the acts required for the implementation of the Merger of Holding, including the cancellation of the registration of Holding with the applicable federal, state and municipal government entities, as well as keeping Holding’s accounting records for the term provided for in the law.

8.5. The applicable documentation will be available to the Companies’ shareholders at the respective head offices from the date of the call notice to the extraordinary shareholders’ meetings of the Companies for resolution on the Transaction, and/or, as the case may be, at the Investor Relations’ websites of Linx (www.ri.linx.com.br) and of TOTVS (www.ri.totvs.com) and on the websites of the Brazilian Securities and Exchange Commission and B3.

8.6. Except as otherwise provided for in this Protocol and Justification, the costs and expenses incurred in the Transaction shall be borne by the Party which incurred in such expense (provided that TOTVS shall bear the costs and expenses incurred by Holding), including expenses for their respective counsel’s, auditors’, appraisers’ and attorneys’ fees. The income tax levied on the Transaction shall be paid by the respective taxpayers, that is, those that have eventually accrued capital gains by virtue of the Transaction.

8.7. This Protocol and Justification shall not be amended except by a written instrument signed by the Parties.

8.8. A possible determination by any court regarding a nullity or uneforceability of any of the provisions set forth in this Protocol and Justification shall not impair the validity or enforceability of the other provisions, which shall be fully complied with, and the Companies agree to make their best efforts so as to validly reach an agreement to obtain the same effects of the provision having been annulled or having become non-enforceable.

8.9. The failure or delay by any of the Companies in exercising any of its rights under this Protocol and Justification shall not be deemed a waiver or novation and shall not

affect the subsequent exercise of such right. Any waiver shall produce effects only if specifically granted in writing.

8.10. The assignment of any of the rights and obligations agreed to in this Protocol and Justification without the prior and express consent, in writing, by the signatories is prohibited.

8.11. This Protocol and Justification, signed together with two witnesses, is an extrajudicial executive title in accordance with the laws of Brazil, for all legal effects.

9. Applicable Law and Settlement of Disputes.

9.1. This Protocol and Justification shall be construed and governed by the laws of Brazil.

9.2. Settlement of Disputes. Any and all conflicts or disputes arising from this Protocol and Justification, including any matter relating to the existence, violation, validity, interpretation, compliance, non-performance, termination and dispute (“Dispute”), shall ultimately be settled by means of arbitration to be administered by the Market Arbitration Chamber – Câmara de Arbitragem do Mercado (“CAM”) in conformity with the CAM’s Arbitration Rules in effect on the arbitration request date (“Regulation”), except for the changes set forth herein.

(a)

The arbitration shall be conducted by three arbitrators ("Arbitration Tribunal"), one of them being appointed by the claimant and/or the other by the defendant, in accordance with the Regulation. If there is more than one claimant and/or more than one defendant, the claimants and/or defendants must indicate together their respective arbitrator. The third arbitrator will be then mutually appointed by the two arbitrators, who will serve as the president of the Arbitration Tribunal. In case any of the three arbitrators is not appointed within the period provided for in the Regulation, it shall be for the CAM to appoint them according to the Regulation. Any and all disputes with respect to the indication of arbitrators by the parties, as well as the choice of the third arbitrator, shall be settled or resolved by the CAM. The Parties waive the application of any provision of the Regulation limiting the appointment of the single arbitrator, co-arbitrator or president of the Arbitration Tribunal to the list of arbitrators of CAM.

(b)

The arbitration will be conducted in the city of São Paulo, state of São Paulo, Brazil, the place in which the arbitration award will be rendered. The language of the arbitration shall be Portuguese.

(c)

Brazilian law shall be applicable to the clause of this arbitration. The Arbitration Tribunal shall judge the merits of the Dispute in accordance with the applicable Brazilian law and shall not judge by equity.

(d)

The Arbitration Tribunal shall have authority to grant urgent, temporary and final reliefs deemed appropriate to protect the parties’ rights, including those directed to the specific performance of the obligations set forth in this Protocol

and Justification. Any order, decision, determination or judgment entered by the Arbitration Tribunal shall be deemed as final and binding upon the parties and their successors, who expressly waive any appeal thereon. The arbitration award may be enforced by any court authority with jurisdiction over the over the parties and/or their assets.

(e)

Each party shall assume the respective costs and expenses incurred with the arbitration, including attorneys’ fees and technical experts’ fees. During the arbitration, the parties shall equally apportion the costs and expenses, which cannot be specifically attributed to one of the parties, such as the arbitrator’s fees, CAM’s administrative fees and hearing costs. The arbitration award shall attribute to the defeated party or to both parties, in the proportion in which their intentions are not accepted, the final responsibility for the costs of the proceeding, including loss of suit expenses.

(f)

Exclusively for purposes of obtaining urgent reliefs for protection and safeguard of the rights arising from the implementation of the Arbitration Tribunal, provided that such act is not deemed a waiver to the arbitration, as well as with respect to any legal measures authorized by Law 9307/96, the Parties elect the City of São Paulo, State of São Paulo, to the exclusion of any other, however privileged it may be. Any relief granted by the Judiciary Branch must be promptly informed to the arbitration institution by the party requesting such relief. The Arbitration Tribunal, once established, may review, maintain or revoke the reliefs granted by the Judiciary.

(g)

The arbitration shall be conducted on a confidential basis and any arbitration element (including, but not limited to, any claims, declarations, verbal representations and decisions) shall not be disclosed to persons other than the Arbitration Tribunal, CAM, the parties, respective lawyers, legal, regulatory, financial, accounting advisors or similar advisors, and/or any person deemed necessary to the conduction of the arbitration, except for and to the extent that (i) the obligation to disclose this information is determined by applicable law; (ii) the disclosure is deemed necessary so one of the Parties is able to seek any right; or (iii) the disclosure is deemed necessary so that one of the Parties is able to seek performance or suspension of the arbitration award before the Judiciary Branch. Any and all disputes arising from the obligation of confidentiality set forth herein shall be finally settled by the Arbitration Tribunal pursuant to this clause.

(h)

If two or more disputes arise out of this Protocol and Justification and/or any other Transaction Document, settlement of such disputes may occur through a single arbitration proceeding. Before the institution of the Arbitration Tribunal, CAM will consolidate such disputes in a single arbitration proceeding, pursuant to the Regulation. After the institution of the Arbitration Tribunal, in order to more easily resolve related disputes, the Arbitration Tribunal may, at the request of one of the parties, consolidate the arbitration proceeding with any other pending arbitration proceeding involving the resolution of disputes

arising out of this Protocol and Justification and/or any other document related to the Transaction. The Arbitration Tribunal will only consolidate the proceedings if (i) they involve the same parties; (ii) there are actual and/or legal matters in common between them; and (iii) consolidation, under these circumstances, will not result in losses resulting from unreasonable delays to settle the disputes. The authority to determine the consolidation of proceedings and conduct such consolidated proceeding will be attributed to the Arbitration Tribunal instituted first. The decision of consolidation shall be final and binding upon all the parties involved in the disputes and arbitration procedures subject matter of the consolidation order.

In witness whereof, the directors of the Companies execute this Protocol and Justification in 4 counterparts of the same content and form and for one sole effect, together with two witnesses below.

São Paulo, [=] [=], 2020.

(remainder of this page intentionally left blank)

(signature pages of the Protocol and Justification of Merger of Shares issued by Linx S.A., by Katrina Participações S.A., followed by the Merger of Katrina Participações S.A. BY TOTVS S.A.)

Directors of TOTVS S.A.

_____________________________________
Laércio José de Lucena Cosentino

_____________________________________
Gilberto Mifano

(signature pages of the Protocol and Justification of Merger of Shares issued by Linx S.A., by Katrina Participações S.A., followed by the Merger of Katrina Participações S.A. BY TOTVS S.A.)

Management of Linx S.A.

Independent DIRECTORS

_____________________________________
João Cox

_____________________________________
Roger de Barbosa Ingold

(signature pages of the Protocol and Justification of Merger of Shares issued by Linx S.A., by Katrina Participações S.A., followed by the Merger of Katrina Participações S.A. BY TOTVS S.A.)

Management of Katrina Participações S.a.

EXECUTIVE OFFICERS

_____________________________________
Dennis Herszkowicz

_____________________________________
Gilsomar Maia Sebastião

Annex 4.4 of the Protocol and Justification

Appraisal Report of Linx’s Shares and Appraisal Report of Holding

Katrina Participações S.A.

Appraisal report on equity

calculated based on accounting records as of July 31, 2020

Annex 4.11 of the Protocol and Justification

Fairness Opinion

Annex 4.12 of the Protocol and Justification

Pro Forma Balance Sheet

EXHIBIT 6

TOTVS S.A.

Corporate Taxpayer ID. (CNPJ/ME) No. 53.113.791/0001-22

Company Registry (NIRE) 35.300.153.171

OPINION FROM THE AUDIT COMMITTEE

The Audit Committee of TOTVS S.A. (the “Company”), according to the duties set forth in Article 23 of the Company's Bylaws, examined the proposal for corporate restructuring that will result in the ownership, by the Company, of all shares issued by Linx S.A. (“Linx”), embodied in the draft Protocol and Justification of the Merger of Linx's shares by Katrina Participações S.A. (“Katrina”), a corporation whose shares are on this date wholly owned by the Company, followed by the acquisition of Katrina by the Company, prepared by the Company's management to be subsequently submitted to Linx's shareholders, and their respective exhibits (“Protocol and Justification”). Based on the documents examined and the clarifications provided by the Company's management, the undersigned audit committee members hereby give their favorable opinion to the proposal contained in said Protocol and Justification, and express themselves in favor that such proposal is approved at the Extraordinary General Shareholders' Meeting of the Company.

São Paulo, October 23, 2020.

Members of the Audit Committee:

_________________________________________

Gilberto Mifano

________________________________________

Mauro Rodrigues da Cunha

EXHIBIT 7

TOTVS S.A.

Corporate Taxpayers' ID (CNPJ) No. 53.113.791/0001-22

Company Registry (NIRE) 35.300.153.171

MINUTES OF THE EXTRAORDINARY BOARD OF DIRECTORS MEETING

HELD ON OCTOBER 23, 2020

1. DATE, TIME AND PLACE: October 23, 2020, at 12:00 p.m., pursuant to article 17 and 28 of the Charter of the Board of Directors of TOTVS S.A. (“TOTVS" or "Company”).

2. PRESIDING MEMBERS: Chairman: Mr. Laércio José de Lucena Cosentino; Secretary: Ms. Téssie Massarão Andrade Simonato.

3. CALL AND ATTENDANCE: Call notice was duly carried out, pursuant to article 18, paragraph 1 of TOTVS' Bylaws and article 15 of the Board of Directors’ Charter. All the members of the Board of Directors (the “Board”) were present, namely: Messrs. Laércio José de Lucena Cosentino, Eduardo Mazzilli de Vassimon, Gilberto Mifano, Guilherme Stocco Filho, Mauro Rodrigues da Cunha, and Misses. Maria Letícia de Freitas Costa and Sylvia de Souza Leão Wanderley. Mr. Dennis Herszkowicz, the CEO of TOTVS, was also present.

4. AGENDA: (i) Analysis of the management's proposal on the combination of businesses with Linx S.A. (“Linx" and "Management Proposal”) to be submitted to shareholders at the Company's Extraordinary Shareholders Meeting (“TOTVS-Linx EGM”); (ii) Approval of the Meeting Notice of TOTVS-Linx EGM.

5. RESOLUTIONS:

(i) The Management Proposal was presented to the Board of Directors, and after analysis and discussions, the proposal was approved unanimously and without reservations and, furthermore, (ii) the meeting notice of TOTVS-Linx EGM was approved by the Chairman of the Board of Directors, and the Executive Board is hereby authorized to take, in due course, all applicable measures related to such meeting notice.

6. APPROVAL AND SIGNATURE OF THE MINUTES: With no other matter to discuss, the Chairman called the meeting to a close. These minutes were read and approved, without 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, October 23, 2020

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Laércio José de Lucena Cosentino

Chairman

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Téssie Massarão Andrade Simonato

Secretary

Totvs 425Business combination disclosure