GENERAL SHAREHOLDERS MEETING MANUAL 2015

Transcription

1 GENERAL SHAREHOLDERS MEETING MANUAL 2015 Information on the Extraordinary General Shareholders Meeting of December 15th, 2015, at 10am. Location: Avenida Braz Leme, 1717, São Paulo (SP). 1

2 SUMMARY 1. MESSAGE FROM THE MANAGEMENT SHAREHOLDER S MEETING AGENDA GUIDENCE FOR PARTICIPATION DATE, TIME AND LOCATION GENERAL INFORMATION ATTACHMENTS CALL NOTICE 4.2. MANAGEMENT PROPOSAL 4.3. PUBLIC PROXY REQUEST 2

3 1. MESSAGE FROM THE MANAGEMENT São Paulo, November 19, 2015 Dear Shareholder, On this date, the Company s Board of Directors approved the call of the extraordinary general shareholders meeting of the Company to deliberate on: (i) the mergers of the Company s wholly owned subsidiaries TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A. ( PRX ) and P2RX SOLUÇÕES EM SOFTWARE S.A. ( P2RX ); (ii) approval of the new Incentive Plan; and (iii) the ratification about the calculation methodology of the number of restricted options that the beneficiaries of the shareholders program contemplated by the plan approved on November 29, With the mergers of PRX and P2RX we seek to combine the activities and administration and obtain benefits to Companies operations and businesses, from an administrative, economic and financial standpoint, including: (i) cost effective and simplification of the corporate structure and, thus, consolidation and decrease of combined operational costs and expenses; and (ii) better management of the operations, assets and cash flows, due to the merger of the corporate resources and assets involved. Regarding the new Share Based Incentive and Retention Plan, we intend to replace the plan currently in force, which is based on stock options. The new plan has, among others, the purpose to grant shares of the Company held in treasury to certain beneficiaries, in view of the acquisition of shares in the Market with the use of resources received as bonus, without the payment of an exercise price by the beneficiaries. Therefore, it is not a stock option plan, in the form of art. 168, 3º of Law No /76, but a remuneration based on the delivery of shares, held in treasury, directly to the beneficiaries. Thus, I invite the shareholders to read this manual, which details the matters to be discussed at the Extraordinary General Shareholders Meeting as of December 15, Sincerely, Laércio Cosentino CEO 3

4 2. SHAREHOLDER S MEETING AGENDA MATTERS OF THE GENERAL EXTRAORDINARY SHAREHOLDERS MEETING (a) (b) (c) (d) (e) (f) (g) to examine, discuss and approve the terms and conditions of the Protocol and Justification of Merger, entered on November 17, 2015 ( Protocol and Justification ), among the managers of the Company, TOTVS Soluções em Agroindústria S.A., closelyheld company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 6, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( PRX ) and P2RX Soluções em Software S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 10, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( P2RX and, jointly with PRX, Merged Companies ) related to the merger of the Merged Companies by the Company ( Mergers ); to ratify the appointment of the specialized firm, Apsis Consultoria Empresarial Ltda., as responsible for preparing the book value appraisal reports of the Merged Companies, for the merger of the Merged Companies by the Company ( Appraisal Reports ); to approve the Appraisal Reports; to approve the Mergers proposed on the terms of the Protocol and Justification; to authorize the management of the Company to take all acts necessary for the conclusion of the Mergers; to approve the Share Based Incentive and Retention Plan; and to state the ratification by the Company s shareholders about the calculation methodology of the number of restricted options that the beneficiaries of the shareholders program contemplated by the plan approved on November 29, 2012, are entitled. 4

5 3. GUIDENCE FOR PARTICIPATION 3.1. DATE, TIME AND LOCATION DATE AND TIME: December 15, 2015, at 10 a.m. It s recommended that the shareholders arrive thirty (30) minutes earlier than the indicated time. LOCATION: TOTVS S.A. Headquarters - Avenida Braz Leme, 1631, Santana, São Paulo (SP). The access to the meeting will be at the Company s social entrance, at the number

6 3.2. GENERAL INFORMATION GENERAL INFORMATION: The Extraordinary General Meeting aims to examine, discuss and approve the terms and conditions of the Protocol and Justification of Merger among the managers of the Company TOTVS Soluções em Agroindústria S.A. ( PRX ) and P2RX Soluções em Software S.A ( PR2X ), related to the merger of the Merged Companies by TOTVS S.A; to ratify the appointment of Apsis Consultoria Empresarial Ltda. as responsible for preparing the book value appraisal reports of the Merged Companies; to approve the Appraisal Reports and the Mergers proposed on the terms of the Protocol and Justification; and to authorize the management of the Company to take all acts necessary for the conclusion of the Mergers; Still, to approve the Share Based Incentive and Retention Plan; and to state the ratification by the Company s shareholders about the calculation methodology of matching restricted options ( Stock Options ) to which the beneficiaries of the shareholders program, contemplated by the plan approved on November 29, REQUIRED DOCUMENTATION: Pursuant to Article 10, paragraph 5 of the Company s ByLaws, the Shareholders shall submit the following documentation, with at least 48 (forty eight) hours in advance of the Meeting, in addition to the identity card and/or applicable corporate documents evidencing legal authority, as the case may be: (i) certificate issued by the depositary institution within 5 (five) days before the date of the Meeting; (ii) proxy with the grantor s notarized signature; and/or (iii) in the case of Shareholders whose shares are held in fungible custody, a statement containing the relevant shareholder ownership interest, issued by the competent body. SUPPORT MATERIAL FOR THE GENERAL MEETING: Documents related to the matters to be discussed in the Meeting, including those documents required by the CVM Instruction 481/2009, are available to the Shareholders at the Company s head offices and on the Investor Relations website ( as well as on the CVM and BM&FBOVESPA websites. 6

7 4. ATTACHMENTS 4.1. CALL NOTICE 7

8 TOTVS S.A. Publicly-held Company CNPJ nº / Notice of Call Extraordinary General Shareholders Meeting The shareholders are invited to attend the extraordinary general meeting of TOTVS S.A. ( Company ) to be held, on first call, on December 15, 2015, at 10 am, at the Company s headquarters, located at Av. Braz Leme, nº 1.631, 2 nd floor, in the city of São Paulo, State of São Paulo, to discuss and vote the following agenda: (a) to examine, discuss and approve the terms and conditions of the Protocol and Justification of Merger, entered on November 17, 2015 ( Protocol and Justification ), among the managers of the Company, TOTVS Soluções em Agroindústria S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 6, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( PRX ) and P2RX Soluções em Software S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 10, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( P2RX and, jointly with PRX, Merged Companies ) related to the merger of the Merged Companies by the Company ( Mergers ); (b) to ratify the appointment of the specialized firm, Apsis Consultoria Empresarial Ltda., as responsible for preparing the book value appraisal reports of the Merged Companies, for the merger of the Merged Companies by the Company ( Appraisal Reports ); (c) to approve the Appraisal Reports; (d) to approve the Mergers proposed on the terms of the Protocol and Justification; (e) to authorize the management of the Company to take all acts necessary for the conclusion of the Mergers; (f) to approve the Share Based Incentive and Retention Plan; and (g) to state the ratification by the Company s shareholders about the calculation methodology of the number of restricted options that the beneficiaries of the shareholders program contemplated by the plan approved on November 29, 2012, are entitled. Pursuant to article 10, paragraph 5 of the Company s Bylaws, the Shareholders must submit, at least 48 hours prior to the General Meeting, in addition to the relevant identity document and/or corporate documents that evidences legal representation, as applicable: (i) evidence issued by the financial institution depositary of the Company s shares, no later than 5 days before the date of the General Meeting; (ii) the proxy with the authenticated signatures of the grantor; and/or (iii) in relation to the shareholders participating on the fungible custody and settlement of registered shares, the records issued by the competent agency. 8

9 The Shareholder will also be allowed to vote through the platform Assembleias Online, at the address For such purpose, the Shareholders will need to perform their enrollment with such platform. The Company s management will make the public proxy request, pursuant to CVM Ruling 481/09, for such purpose. Copies of the documents to be discussed at the General Meeting hereby convened, including those requested by CVM Ruling No. 481/09, are available to the Shareholders at the Company s head offices, at its website of Relations with Investors ( as well as on the websites of CVM and BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros. São Paulo, November 19, PEDRO LUIZ BARREIROS PASSOS Chairman of the Board of Directors 9

10 4.2. MANAGEMENT PROPOSAL 10

11 TOTVS S.A. CNPJ/MF nº / NIRE MANAGEMENT PROPOSAL EXTRAORDINARY GENERAL MEETING November 19, 2015

12 TABLE OF CONTENTS 1. Approval of the Protocol and Justification Ratification of the Appointment of the Specialized Firm Approval of the Appraisal Reports Approve the Mergers Approval of the Incentive Plan Ratification of the previous Plans Additional Information and Where to Find Them... 2 SCHEDULE I INFORMATION ABOUT THE MERGERS (schedule 20-A of CVM Ruling 481/09)... 3 SCHEDULE I.1 PROTOCOL AND JUSTIFICATION... 9 SCHEDULE I.6 COPY OF THE MINUTES OF THE MEETING THAT DISCUSSED THE MERGERS SCHEDULE I.7 COPY OF OTHER RELEVANT DOCUMENTS SCHEDULE I.9 FINANCIAL STATEMENTS SCHEDULE II INFORMATION OF THE APPRAISER (article 21 of CVM Ruling no. 481/09) SCHEDULE II.3. WORK AND FEE PROPOSAL OF THE APPRAISERS SCHEDULE III INCENTIVE PLAN (SCHEDULE 13 OF ICVM 481) SCHEDULE III.1 COPY OF THE INCENTIVE PLAN ** ** **

13 To the shareholders, TOTVS S.A. CNPJ/MF nº / NIRE Management Proposal for the extraordinary general meeting convened to December 15, 2015 The management of TOTVS S.A. TOTVS submits to the shareholders its proposal Proposal on the matters to be resolved in the extraordinary general meeting convened, in first call, to December 15, 2015, at 10 am, at the head office of TOTVS General Meeting. The management of TOTVS informs that the matters contemplated in this proposal are a part of the proposal of a corporate reorganization within the same economic group, which will result in the mergers by TOTVS of (i) TOTVS Soluções em Agroindústria S.A. PRX and ii P2RX Soluções em Software S.A. P2RX and, jointly with PRX, Merged Companies, both fully owned by TOTVS Mergers, in accordance with the terms of the protocol and justification of the Mergers, entered into on this date by the management of TOTVS and of the Merged Companies Companies Protocol and Justification. The main terms of the Mergers, as required by article 20-A of CVM Ruling No. 481/09, are described in Schedule I of this proposal. 1. Approval of the Protocol and Justification It is the proposal that the Protocol and Justification, entered into on November 17, 2015 among the management of the Companies, be approved with the corresponding approval of the Mergers. The Protocol and Justification is attached hereto as Schedule I Ratification of the Appointment of the Specialized Firm It is the proposal that the appointment, by the management of TOTVS, of the specialized firm APSIS Consultoria Empresarial Ltda. (CNPJ under No / ), for the preparation of the appraisal reports of the book value of the Merged Companies net equity Appraisal Reports, be ratified. The information required by article 21 of CVM Ruling No. 481/09, are attached hereto as Schedule II. 3. Approval of the Appraisal Reports It is the proposal that the Appraisal Reports, with reference date of September 30, 2015, be approved. The Appraisal Reports are attached hereto as Schedule I Approve the Mergers It is the proposal that the Mergers, in the terms and conditions contemplated in the Protocol and Justification, be approved resulting in the mergers of Merged Companies. Upon the approval of

14 the Mergers, the management of TOTVS proposes that the managers be authorized to perform any and all additional acts that may be necessary to the consummation of the Mergers. The Mergers will not result in an increase of TOTVS net equity, since % of the shares of the Merged Companies are owned by TOTVS, and the latter already has the consolidated records of the Merged Companies in its consolidated financial statements. Thus, TOTVS corporate capital will not be amended and no shares will be issued. 5. Approval of the Incentive Plan It is the proposal that the Share Based Incentive and Retention Plan, in the form of the document attached hereto as Schedule III.1 Incentive Plan, be approved, which will replace the plan currently in force. The information required by article 13 of CVM Ruling No. 481/09, are attached hereto as Schedule III. 6. Ratification of the previous Plans It is the proposal that the shareholders of TOTVS state, at the General Meeting, that they ratify that the calculation methodology of the number of restricted options that the beneficiaries of the shareholders program contemplated by the plan currently in force, approved on November 29, 2012, are entitled is the same methodology applicable to determine the exercise price of the regular options (i.e. 5 actions, pursuant to section of the Incentive Plan), with no deduction considering TOTVS practices. 7. Additional Information and Where to Find Them The documents provided in the CVM Ruling No. 481, of December 17, 2009, were submitted to CVM on this date, through the Sistema de Informações Periódicas (IPE), in accordance with article 6 of such Ruling, and are available to the shareholders, at the head office of TOTVS, on its websites of relations with investors ( and on the websites of BM&FBovespa ( and CVM ( The documents may be verified and analyzed at head office of TOTVS, and the shareholders that desire to analyze them must schedule a date and time for a visit with the Relations with Investors Department. GILSOMAR MAIA SEBASTIÃO Chief Investor Relations Officer

15 SCHEDULE I INFORMATION ABOUT THE MERGERS (schedule 20-A of CVM Ruling 481/09) In compliance with the provisions of article 20-A of CVM Ruling No. 481, as of December 17, 2009, TOTVS provides the following information to the extraordinary general meeting to be held on December 15, 2015 at 10 am, in its head office: 1. Protocol and justification of the transaction, in accordance with articles 224 and 225 of Law No , of The Protocol and Justification of the Mergers of TOTVS Soluções em Agroindústria S.A. PRX and of P2RX Soluções Em Software S.A. ( P2RX and, jointly with PRX, Merged Companies by TOTVS S.A. TOTVS and the Protocol and Justification is attached hereto as Schedule I Other agreements, contracts and pre-contracts regulating the voting exercise or the transfer of shares of the remaining companies or resulting of the transaction, filed at the company's headquarters or of which the controlling shareholder of the company is a party. There are no other agreements, contracts and pre-contracts. 3. Description of the transaction, including: (a) Terms e conditions: The corporate reorganization will comprise the mergers of the Merged Companies by TOTVS, by the book value of the Merged Companies, with the subsequent cancellation of the Merged Companies and the succession by TOTVS, of all of their assets, rights and obligations Mergers. The totality of the shares representing the corporate capital of the Merged Companies, owned by TOTVS, will be cancelled, pursuant to article 226, 1, of Law No. 6,404/76. The Mergers will not result in an increase of TOTVS net equity, since % of the shares of the Merged Companies are owned by TOTVS, and the latter already has the consolidated records of the Merged Companies in its consolidated financial statements. Thus, TOTVS corporate capital will not be amended and no shares will be issued. In order to keep the market and its shareholders informed, TOTVS will issue Notices to the Market at the consummation of the Mergers. (b) Obligations to indemnify: (i) managers of any of the involved companies; (ii) if the transaction does not consummate. There are no obligations to indemnify.

16 (c) Comparative table of the rights, advantages and restrictions of the shares of the involved companies or arising before and after the transaction. Before and after the Mergers only common shares issued by TOTVS will exist, which will maintain its current rights and advantages, as below: TOTVS: Dividend rights: Voting right: Description of restrict vote: Convertibility: Condition of convertibility and effect on corporate capital: Right to capital reimbursement: Description of capital reimbursement characteristics: Circulation restriction: Description of the restriction: Conditions to amend the rights assured by such securities: Other characteristics: In each fiscal year, the shares grant to its owners the right to mandatory dividends equivalent to 25% of the annual adjusted net income, as set forth in Article 202 of the Brazilian Corporation Law. Furthermore, the Bylaws and the Brazilian Corporation Law provides that the owners of common shares shall have the right to receive dividends or other distributions related to common shares in proportion to its equity interest in the corporate capital. Full Not applicable No Not applicable Yes Characteristics described in item of the reference form No Not applicable Characteristics described in item of the Reference Form TOTVS has not identified other relevant characteristics of its shares other than those already described herein. The shares issued by the Merged Companies will be cancelled with the Mergers. (d) Approval by bondholders or other creditors. None. (e) Assets and liabilities that will form each portion of equity, in case of spin-off. Not applicable. (f) Intention of the resulting companies to obtain the registration as securities issuer. Not applicable.

17 4. Plans for the conduct of its business, considering the corporate events intended. TOTVS will, after the Mergers, continue to be dedicated to the development and implementation of management and productivity platforms specialized in the several operation segments of the company, keeping its enrollment as a publicly-held company. 5. Analysis of the following aspects of the transaction: (a) Description of the main benefits, including: (i) Synergies, (ii) Tax benefits, and (iii) Strategic advantages. It is the intention, with the Mergers, the combination of the activities and administration, resulting in benefits to Companies operations and businesses, from an administrative, economic and financial standpoint, including: (i) cost effective and simplification of the corporate structure and, thus, consolidation and decrease of combined operational costs and expenses; and (ii) improved management of the operations, assets and cash flows of the Companies, due to the merger of the corporate resources and assets related to the operations of the Companies. (b) Costs. The Companies management estimates that the costs for the Mergers will be in the range of approximately R$ 15,800.00, including expenses with publications, auditors, appraisers, lawyers and other professionals hired to advise the transaction. (c) Mergers Risks. It is the intention, with the Mergers, the combination of the activities of the Companies and to take advantage of synergies with this integration. The integration process can result in operational, commercial, financial, contractual and technological difficulties, which can unable taking advantage of expected synergies, or result in unforeseen losses or expenses. The management of the Companies may, therefore, not be able to successfully implement the desired integration, or to obtain expected returns on investments relating to these Mergers, which may affect them adversely. (d) In the case of transaction with a related party, any alternatives that could have been used to achieve the same objectives, indicating the reasons why those options were rejected. Not applicable; considering that the Merged Companies are fully owned by TOTVS, no shares will be issued in exchange for the shares of the Merged Companies, which will be cancelled in view of the Mergers, pursuant to article 226, 1, of Law No. 6,404/76. (e) Exchange Ratios. Not applicable; the shares of the Merged Companies will be cancelled in view of the Mergers, pursuant to article 226, 1, of Law No. 6,404/76.

18 (f) control: Transactions involving controlling companies, subsidiaries or companies under common (i) Exchange ratio calculated in accordance with article 264 of Law No. 6,404/76. Not applicable; considering that the Merged Companies are fully owned by TOTVS, no shares will be issued in exchange for the shares of the Merged Companies, which will be cancelled in view of the Mergers. (ii) Detailed description of negotiation process for the exchange ratio and other terms and conditions of the transaction. Not applicable. (iii) If the transaction was preceded, in the last twelve (12) months, of a takeover or interest acquisition in a controlling group: (a) Comparative analysis of the exchange ratio and the price paid in the acquisition of control; and (b) Reasons for any differences in assessment in different transactions. Not applicable. (iv) Justification of why the exchange ratio is commutative, describing the procedures and criteria adopted to ensure the transaction is commutative, or if the exchange ratio is not commutative, detail the payment or equivalent measures taken to ensure adequate compensation. Not applicable. 6. Copy of the minutes of all meetings of the board of directors, fiscal council and special committees in which the transaction was discussed, including any dissenting votes. The minutes of the meeting of the board of directors of TOTVS approving the Protocol and Justification is attached hereto as Schedule I Copy of the studies, presentations, reports, opinions or appraisal reports of the companies involved in the transaction that were disclosed to the controlling shareholder at any step of the transaction. The Appraisal Reports are attached hereto as Schedule I Identify the potential conflicts of interest among the financial institutions, companies and professionals that have prepared the documents mentioned in item 7 and the companies involved in the transaction. None. 8. Draft of bylaws or statutory changes of the companies resulting from the transaction. None; TOTVS bylaws will not be amended in view of the Mergers.

19 9. Financial statements used for purposes of the transaction, in accordance with the specific rule. The unaudited financial statements of September 30, 2015 of the Merged Companies are attached hereto as Schedule I Pro forma financial statements prepared for purposes of the transaction, in accordance with the specific rule. Not applicable; since TOTVS is a publicly-held company enrolled with CVM in category and, the Mergers will occur without an increase of TOTVS corporate capital i.e. without dilution of the current shareholders. 11. Document containing the information about the companies directly involved that are not publicly-held. (a) Risk Factors. The description of the risk factors of the Merged Companies is informed in the item 4.1 of the reference form of TOTVS. (b) Description of the main changes in the risk factors that occurred in the prior exercise and the expectations related to the decrease or increase of the exposure to risks as a result of the transaction. After the Mergers the Merged Companies will be cancelled. (c) Description of their activities. (i) companies. Briefly describe the activities developed by the issuer and their controlling PRX is dedicated to the commercial exploitation of computer software; and to the render of services related to the implementation, technical assistance, support and training in the areas of information technology and agro-industrial procedures. P2RX is dedicated to the development and licensing of custom made computer software; toll manufacturing of computer software; and to the consulting on information technology. (ii) Regarding each operational segment that has been disclosure in the latest financial statements of the end of the corporate year or, if applicable, in the consolidated financial statements, indicate the following information: (a) products and services commercialized. PRX and P2RX are companies that supply management systems that meet the requirements of the agribusiness, managing from the plantation of raw material to its processing within the industry.

20 (b) revenue originated by the segment and its participation in the net revenue of the issuer. PRX Net revenue of R$ 16,000, in 2014, representing 1% of the net revenue of the issuer. P2RX Net revenue of R$ 4,516, in 2014, representing 0.25% of the net revenue of the issuer. (c) profit or loss resulting from the segment and its participation in the net profit of the issuer. PRX Net profit of R$ 348, in 2014, representing 0.13% of the net profit of the issuer. P2RX Net profit of R$ 366, in 2014, representing 0.14% of the net profit of the issuer. (iii) Regarding the products and services related to the operational segments informed in item (ii), describe: (a) features of the manufacturing process. The Merged Companies develop software solutions from the integration of a set of functionalities, components and applications, which assist in the management of companies from the agro industrial area in the following segments: (b) Processing: Software solutions of management of companies within the field of processing of cotton, seeds and origination. Crops production: Set of multi crops tools that meet different cultures of the sector, from the planning to the delivery in the receiving unit. Sugarcane: Software solutions of agro industrial management that allows the mastery over the agriculture, industrial production process and the automotive maintenance. features of the distribution process. The features of the distribution process of the Merged Companies are detailed in item 7.2 of the reference form of TOTVS. (c) features of the operation markets, especially (i) market share in each market; and (ii) competition conditions in the markets. The features of the operation markets of the Merged Companies are detailed in item 7.3 of the reference form of TOTVS.

21 (d) potential seasonality. The technology information industry, including of software, does not have a high seasonality, however, in general terms, it historically has a greater volume of sales in the second semester of the year. (e) main inputs and raw materials, informing: (i) description of the relations kept with suppliers, including if they are subject to the control or governmental regulation, with the indication of the agencies and the related applicable law; (ii) potential dependence of few suppliers; and (iii) potential volatility of their prices. The development activity is concentrated in their own team of professionals and on the dependence of few suppliers. Historically, the prices of the software and services of PRX and P2RX did not have a material volatility. (iv) Identify the existence of clients that are responsible for more than 10% of the total net revenue of the issuer, informing: (a) global amount of the revenues originated by the client; and (b) operational segments affected by the revenues originated by the client. There are no clients that, individually, represent more than 10% of the total net revenue of the issuer.

22 (a) Description of the economic group. Items 15.1 e 15.2 of the reference form. PRX SHAREHOLDER CPF/CNPJ Amount of common shares Nationality - State Common Shares % Member of shareholders agreement Amount of preferred shares Controlling Shareholder Preferred Shares % Last amendment Amount of Shares Total of Shares % TOTVS S.A / ,400,000 Brazilian-SP % No 0 Yes % Jul 30, ,400, % SHARES HELD IN TREASURY % % % TOTAL -- 2,400, % % -- 2,400, % P2RX SHAREHOLDER CPF/CNPJ Amount of common shares Nationality - State Common Shares % Member of shareholders agreement Amount of preferred shares Controlling Shareholder Preferred Shares % Last amendment Amount of Shares Total of Shares % TOTVS S.A / ,000 Brazilian-SP % No 0 Yes % Apr 23, , % SHARES HELD IN TREASURY % % % TOTAL , % % , %

23 CONTROLLING / INVESTOR - TOTVS. S.A. CNPJ / SHAREHOLDER CPF/CNPJ Amount of common shares Nationality - State Common Shares % Member of shareholders agreement Amount of preferred shares Controlling Shareholder Preferred Shares % Last amendment Amount of Shares Total of Shares % HG SENTA PUA FIA / ,500 Brazilian-SP % No 0 No % Jan 30, , % Fundação Petrobras de Seguridade Social Petros / ,042,359 Brazilian-DF % No 0 No % Dec 16, ,042, % Genesis Asset Managers, LLP 8,436,429 England % No 0 No % Mar 18, ,436, % Ernesto Mário Haberkorn ,810 Brazilian-SP % No 0 No % Oct 26, , % LC EH Participações e Empreendimentos S/A /0001- Nov 08, 26,760,990 Brazilian-SP % No 0 No % ,760, % Laércio José de Lucena Cosentino ,910,618 Brazilian-SP % No 0 No % Mar 27, ,910, % Harris Associates, LP 8,223, % No 0 No % Sep 10, ,223, % Others ,942, % No 0 No % ,942, % SHARES HELD IN TREASURY -- 2,260, % Nov 10, 2,260, % % 2015 TOTAL ,637, % % ,637, %

24 CONTROLLING / INVESTOR - HG SENTA PUA FIA (CNPJ / ) SHAREHOLDER CPF/CNPJ Amount of common shares Nationality - State Common Shares % Member of sharehold ers agreemen t Amount of preferred shares Controlling Shareholde r Preferred Shares % Last amendme nt Amount of Shares Total of Shares % Ernesto Mário Haberkorn Jan 30, Brazilian-SP % No 0 Não % ,063, % Laércio José de Lucena Cosentino Nov 08, Brazilian-SP % No 0 Não % ,311, % Marcelo Eduardo Sant'anna Cosentino Jan 30, Brazilian-SP % No 0 Não % , % Others % No 0 Não % % TOTAL % % -- 4,379, %

25 CONTROLLING / INVESTOR - LC EH Participações e Empreendimentos S/A (CNPJ / ) SHAREHOLDERS Amount of CPF/CNPJ common shares Ernesto Mário Haberkorn Nationality - State Common Shares % Member of shareholders agreement Amount of preferred shares Controlling Shareholder Preferred Shares % Last amendment Amount of Shares Total of Shares % ,019 Brazilian-SP % No 92,351 No % Nov 01, , % Laércio José de Lucena Cosentino ,745 Brazilian-SP % No 0 No % Nov 01, , % Others ,000000% No 0 No 0,000000% ,000000% TOTAL , ,000000% -- 92, ,000000% , ,000000%

26 Item 15.3 of the reference form. PRX Date of the last meeting / Date of the last amendment Amount of shareholders that are individuals (Units) Amount of shareholders that are legal entities (Units) Amount of institutional investors (Units) Jul 30, Shares on the Free Float P2RX None. Date of the last meeting / Date of the last amendment Amount of shareholders that are individuals (Units) Amount of shareholders that are legal entities (Units) Amount of institutional investors (Units) Apr 23, Shares on the Free Float None. Item 15.4 of the reference form. The management understands that the information provided in items 15.1 and 15.2 are sufficient and, thus, it is not necessary to include the corporate chart. Item 15.5 of the reference form. None. Item 15.6 of the reference form. Not applicable. Item 15.7 of the reference form. None.

27 (b) Description of the corporate capital. PRX The corporate capital is of R$2,400,000.00, fully subscribed and paid in, represented by 2,400,000 common shares, registered and without par value, fully held by TOTVS. P2RX The corporate capital is of R$200,000.00, fully subscribed and paid in, represented by 200,000 common shares, registered and without par value, fully held by TOTVS.

28 12. Description of the capital and control structure after the transaction, in accordance with item 15 of the reference form. Items 15.1 and 15.2 of the reference form. TOTVS SHAREHOLDER CPF/CNPJ Amount of common shares Nationality - State Common Shares % Member of shareholders agreement Amount of preferred shares Controlling Shareholder Preferred Shares % Last amendment Amount of Shares Total of Shares % HG SENTA PUA FIA / ,500 Brazilian-SP % No 0 No % Jan 30, , % Fundação Petrobras de Seguridade Social Petros / ,042,359 Brazilian-DF % No 0 No % Dec 16, ,042, % Genesis Asset Managers, LLP 8,436,429 England % No 0 No % Mar 18, ,436, % Ernesto Mário Haberkorn ,810 Brazilian-SP % No 0 No % Oct 26, , % LC EH Participações e Empreendimentos S/A /0001- Nov 08, 26,760,990 Brazilian-SP % No 0 No % ,760, % Laércio José de Lucena Cosentino ,910,618 Brazilian-SP % No 0 No % Mar 27, ,910, % Harris Associates, LP 8,223, % No 0 No % Sep 10, ,223, % Others ,942, % No 0 No % ,942, % SHARES HELD IN TREASURY -- 2,260, % Nov 10, 2,260, % % 2015 TOTAL ,637, % % ,637, %

29 CONTROLLING / INVESTOR - HG SENTA PUA FIA (CNPJ / ) SHAREHOLDER CPF/CNPJ Amount of common shares Nationality - State Common Shares % Member of sharehold ers agreemen t Amount of preferred shares Controlling Shareholde r Preferred Shares % Last amendme nt Amount of Shares Total of Shares % Ernesto Mário Haberkorn Jan 30, Brazilian-SP % No 0 Não % ,063, % Laércio José de Lucena Cosentino Nov 08, Brazilian-SP % No 0 Não % ,311, % Marcelo Eduardo Sant'anna Cosentino Jan 30, Brazilian-SP % No 0 Não % , % Others % No 0 Não % % TOTAL % % -- 4,379, % CONTROLLING / INVESTOR - LC EH Participações e Empreendimentos S/A (CNPJ / ) SHAREHOLDERS Amount of CPF/CNPJ common shares Ernesto Mário Haberkorn Nationality - State Common Shares % Member of shareholders agreement Amount of preferred shares Controlling Shareholder Preferred Shares % ,019 Brazilian-SP % No 92,351 No % Last amendment Nov 01, 2012 Amount of Shares Total of Shares % 201, %

30 CONTROLLING / INVESTOR - LC EH Participações e Empreendimentos S/A (CNPJ / ) SHAREHOLDERS CPF/CNPJ Amount of common shares Nationality - State Common Shares % Member of shareholders agreement Amount of preferred shares Controlling Shareholder Preferred Shares % Last amendment Amount of Shares Total of Shares % Laércio José de Lucena Cosentino ,745 Brazilian-SP % No 0 No % Nov 01, , % Others ,000000% No 0 No 0,000000% ,000000% TOTAL , ,000000% -- 92, ,000000% , ,000000%

31 Item 15.3 of the reference form. TOTVS Date of the last meeting / Date of the last amendment Amount of shareholders that are individuals (Units) Amount of shareholders that are legal entities (Units) Amount of institutional investors (Units) Sep 03, , Shares on the Free Float Shares in the free float corresponding to all the shares of the issuer, except for those owned by the controlling shareholder, person related to the controlling shareholder, managers of the issuer and of the shares held in treasury Amount of common shares (Units) 134,510, % Amount of preferred shares (Units) 0 0% Total 134,510, % Item 15.4 of the reference form. The management understands that the information provided in items 15.1 and 15.2 are sufficient and, thus, it is not necessary to include the corporate chart. Item 15.5 of the reference form. None. Item 15.6 of the reference form. Not applicable. Item 15.7 of the reference form. None. 13. Number, class, nature and type of the securities of each TOTVS involved in the transaction held by any other companies involved in the transaction, or by persons related to such companies, as defined by the rules regarding public offers for the acquisition of shares. TOTVS holds on this date (i) 2,400,000 common shares, registered and with no par value, of PRX, representing 100% of its corporate capital; and (ii) 200,000 common shares, registered and with no par value, of PRX, representing 100% of its corporate capital.

32 14. Exposure of any of the companies involved in the transaction, or of persons related to such companies, as defined by the rules regarding public offers for the acquisition of shares, to derivatives referable in securities issued by the other companies involved in the transaction. Not applicable. 15. Report comprising all transactions occurred in the last 6 months by the companies below with securities issued by the companies involved in the transaction: (a) Companies involved in the transaction: (a)(i) and (ii) Private purchase and sale transactions None. (a)(iii) Purchase transactions in regulated markets None. (b) Related parties to the companies involved in the transaction: (i) Private purchase transactions: MANAGERS RELATED PARTIES (1) average price: N/A (2) amount of shares involved: N/A (3) security involved: N/A (4) percentage related to the N/A class and nature of the security: (5) other relevant conditions: N/A (ii) Private sales transactions: None. (iii) Purchase transactions in regulated markets: None. (iv) Sale Transaction in regulated markets: MANAGERS AND RELATED PARTIES (1) average price: N/A (2) amount of shares involved: N/A (3) security involved: N/A (4) percentage related to the N/A class and nature of the security: (5) other relevant conditions: N/A 7

33 16. Document on which the Special Independent Committee submitted its advices to the Board of Directors, if the transaction was negotiated in accordance with the Guidance Opinion (Parecer de Orientação) CVM No. 35, of Not applicable. ** ** ** 8

34 SCHEDULE I.1 PROTOCOL AND JUSTIFICATION PROTOCOL AND JUSTIFICATION OF THE MERGERS OF PRX AND P2RX BY TOTVS The management of the companies identified below: (a) (b) (c) TOTVS S.A., a publicly-held company with head office in the city of São Paulo, State of São Paulo, at Avenida Braz Leme, 1.631, 2 nd floor, Zip Code (CEP) , enrolled with the CNPJ/MF under No /0001-, TOTVS, TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 6, Zip Code (CEP) , enrolled with the CNPJ/MF under No /0001- PRX ; and P2RX SOLUÇÕES EM SOFTWARE S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 10, Zip Code (CEP) , enrolled with the CNPJ/MF under No / P2RX and, jointly with PRX, Merged Companies TOTVS and the Merged Companies hereinafter also referred to, solely, as Party and, jointly, as Parties or Companies Whereas: I. Since Merged Companies are wholly-owned subsidiaries of TOTVS, the intended mergers of the Merged Companies by TOTVS Mergers are a corporate reorganization within the same economic group, not being subject to a economic concentration resulting from the consolidation of the Parties activities in a sole company and, thus, the transaction is not subject to the analysis by the competition authorities, pursuant to the applicable jurisprudence of the Brazilian Administrative Council for Economic Defense CADE; II. III. TOTVS is a publicly-held company enrolled with CVM in category A and, the Mergers will occur without an increase of TOTVS corporate capital i.e. without dilution of the current shareholders, the obligations provided in Chapter III of CVM Ruling No. / ICVM 565 are not applicable and CVM agreed with the enquiry made by TOTVS regarding the waiver of the requirement for mergers of companies, provided in article 264 of Law No. 6,404/76, since the Superintendence of Relations with Companies, in view of the current circumstances of the transaction, in accordance with CVM s Decision 559/2008, item I, resolved that CVM s requirement related to the compliance of the referred article 264 of Law No. 6,404/76 would not be justifiable for the purposes of the Mergers, pursuant to CVM s Resolution OFÍCIO/CVM/SEP/GEA-2/ No. 370/2015, dated of November 12, 2015, which is attached to this Protocol and Justification as Schedule I CVM s Resolution, 9

35 due the reasons and for the purposes detailed hereinafter, agree to enter into, in accordance with articles 223 et. seq. of Law No. 6,404/76, this protocol and justification having as purpose the Mergers, which shall be submitted for the approval of their respective shareholders, at an Extraordinary General Meeting, pursuant to the following terms and conditions Protocol and Justification 1. Justification of the Mergers 1.1. It is the understanding that the Mergers are within the Companies best interests and, consequently, of their shareholders, since the combination of the activities and administration will result in benefits to Companies operations and businesses, from an administrative, economic and financial standpoint, including: (i) cost effective and simplification of the corporate structure and, thus, consolidation and decrease of combined operational costs and expenses; and (ii) better management of the operations, assets and cash flows of the Companies, due to the merger of the corporate resources and assets related to the operations of the Companies TOTVS will, after the Mergers, continue to be dedicated to the development and implementation of management and productivity platforms specialized in the several operation segments of the company, keeping its enrollment as a publicly-held company. 2. Appraisal, Absence of Net Equity Increase and of Right of Withdrawal The Parties defined as the reference date for the Mergers the 30 th day of September, 2015 Reference Date The management of TOTVS has hired APSIS Consultoria Empresarial Ltda. (CNPJ under No /0001- Specialized Firm to prepare the valuation and determine, respectively, (a) the book value of PRX s net equity to be transferred to TOTVS due to the merger of PRX, whose result is the purpose of the appraisal report attached hereto as Schedule 2.2(a) Appraisal Report of PRX, which has been prepared based on PRX s unaudited balance sheet drawn up on the Reference Date; and (b) the book value of P RX s net equity to be transferred to TOTVS due to the merger of P2RX, whose result is the purpose of the appraisal report attached hereto as Schedule 2.2(b) Appraisal Report of P2RX and, jointly with the ppraisal Report of PRX, the Appraisal Reports, which has been prepared based on P RX s unaudited balance sheet drawn up on the Reference Date The appointment of the Specialized Firm shall be submitted to the ratification by the Shareholders Meeting of TOTVS that will analyze this Protocol and Justification, in accordance with article 227 of Law No. 6,404/ The Specialized Firm represented that (i) there is no conflict or community of interests, current or potential, with the shareholders of the Companies, or, in addition, with regards to the Mergers; and (ii) the shareholders or management of the Companies did not direct, limit, cause difficulties or perform any acts that have or may have impaired the access, use or knowledge of the information, assets, documents or methodology of the work relevant to the quality of its conclusions. 10

36 2.3. The Mergers will not result in an increase of TOTVS net equity, since 100% of the shares of the Merged Companies are owned by TOTVS, and the latter already has the consolidated records of the Merged Companies in its consolidated financial statements. In addition, in replacement for the shares that are registered in TOTVS s consolidated financial statements, the assets of the Merged Companies, after the Mergers, will be directly registered as assets of TOTVS. Thus, as a result of the intended Mergers, in TOTVS accounting, the assets of the Merged Companies, represented in the investment account related to the equity interest in the corporate capital of the Merged Companies, will be replaced by the elements of assets and liabilities of the balance sheets of the Merged Companies, with no change in the capital account The totality of the shares representing the corporate capital of the Merged Companies, owned by TOTVS, will be cancelled, pursuant to article 226, 1, of Law No. 6,404/ In view of the provision of item 2.3 above, TOTVS corporate capital will not be amended and no shares will be issued TOTVS corporate purpose will also remain the same, considering that the companies have similar corporate purposes, and the Merged Companies do not develop any activity different from those listed in TOTVS corporate purpose In view of the above, there will be no need to amend TOTVS bylaws The equity variations ascertained in the Merged Companies between the Reference Date and the date in which the Mergers are consummated will be fully absorbed by TOTVS Potential goodwill registered in the investments of the Merged Companies to be transferred to TOTVS due to the Mergers will have the same treatment to the one currently granted by the Merged Companies and, will, after the Mergers, be used by TOTVS for tax purposes, in accordance with the applicable law and without the issuance of new shares Moreover, considering that TOTVS is the sole shareholder of the Merged Companies, there will be no dissident shareholder or right of withdrawal in view of the Mergers, pursuant to article 137 of Law No. 6,404/ In accordance with CVM s Resolution, the appraisal provided in article of Law No. 6,404/76 shall be dismissed, since it would only result in costs to TOTVS, with no practical use, based on (i) non-existence of minority shareholders in the Merged Companies on the date of the Mergers, which could exercise their right of withdrawal, in accordance with item 2.6; and (ii) absence of an increase of TOTVS corporate capital, and the absence of an exchange of shares. 11

37 3. Corporate Approvals 3.1. The consummation of the Mergers shall be subject to the performance of the following acts, all interdependent: (a) (b) (c) extraordinary general meeting of PRX to, in this order, (i) approve this Protocol and Justification; (ii) approve the merger of PRX by TOTVS; and (iii) authorize the performance, by its management, of the acts necessary to the merger; extraordinary general meeting of P2RX to, in this order, (i) approve this Protocol and Justification; (ii) approve the merger of P2RX by TOTVS; and (iii) authorize the performance, by its management, of the acts necessary to the merger; and extraordinary general meeting of TOTVS to, in this order, (i) approve this Protocol and Justification; (ii) ratify the appointment of the Specialized Firm; (iii) approve the Appraisal Reports; (iv) approve the Mergers, with the consequent cancellation of the Merged Companies; and (v) approve the performance, by its management, of all acts necessary to the Mergers. 4. Miscellaneous 4.1. The consummation of the Mergers shall result in the cancellation of the Merged Companies, which shall be succeeded by TOTVS in all of their rights, assets, obligations and liabilities, pursuant to the applicable provisions of Law No. 6,404/ All real properties that comprise the equity of the Merged Companies, which description and identification is detailed in the Appraisal Reports, as well as the assets, inventories and equipment, within the premises of the Merged Companies or registered in their name, shall become owned by TOTVS in view of the Mergers The management of TOTVS shall be responsible to perform all necessary acts to implement the Mergers, including to carry out the filing and publication of all acts related to the Mergers, pursuant to article 227, 3, of Law No. 6,404/76, and conduct the cancelation of the Merged Companies registrations before the federal, state and municipal agencies, as well as the maintenance of the accounting books during the legal term 4.4. It is hereby expressly elected the courts of the city of São Paulo, State of São Paulo, to settle all matters arising out of this Protocol and Justification, with the waiver of any other, regardless of being more privileged All documents mentioned herein will be available to the shareholders of TOTVS at its head offices as of this date, on the website of Relations with Investors of TOTVS ( as well as on the websites of CVM and BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros This Protocol and Justification shall only be amended through a written instrument signed by the Parties. 12

38 IN WITNESS WHEREOF, the parties execute this Protocol and Justification in 3 originals of identical content and form, with same effect, in the presence of the two witnesses identified below. São Paulo, November 17, Management of TOTVS S.A. Alexandre Mafra Guimarães Gilsomar Maia Sebastião Management of PRX Fábio Girardi Officer Sergio Asato Officer Management of P2RX Fábio Girardi Officer Sergio Asato Officer Witnesses: 1. Name: RG: CPF: 2. Name: RG: CPF: 13

39 SCHEDULE I CVM S RESOLUTION Ofício nº 370/2015/CVM/SEP/GEA-2 Rio de Janeiro, November 12, To Mr. GILSOMAR MAIA SEBASTIÃO Chief Investor Relations Officer of TOTVS S.A. Avenida Braz Leme, Casa Verde São Paulo SP Tel.: (11) Fax: (11) gmaia@totvs.com.br Regarding: Waiver request of the regulatory requirements for a corporate transaction Proceeding CVM-RJ Dear Officer, 1. Reference is made to the enquiry of October 7, 2015, filed on October 10, 2015 by TOTVS S.A. regarding the waiver of: (i) the publication in the press of the Material Fact pursuant to article 2 of CVM Ruling No. 319/99; (ii) preparation of audit financial statements in accordance with article 12 of CVM Ruling 319/99; and (iii) preparation of the comparative appraisal reports provided in article 264 of Law No. 6,404/76, in view of the Company s interest to merge 100% of the equity of P2RX Soluções em Software S.A. and 100% of the equity of TOTVS Soluções em Agroindústria S.A. 2. In this regard, considering only the information provided in the enquiry and in view of the characteristics analyzed in accordance with the present case, pursuant to item I, letter b of CVM Resolution 559/08, this Superintendence expresses its understanding that, in principle, a decision by CVM to require the preparation of the appraisal reports provided in article 264 of Law No. 6,404/76 would not be reasonable. 3. Regarding the publication on the press of a Material Fact pursuant to article 2 of CVM Ruling No. 319/99, it must be registered that the transaction must be disclosed in accordance with the rules in force, which includes, currently, Law No. 6,404/76 and CVM Ruling No. 358/02, and we highlight the fact that CVM Ruling No. 565/15 only provides for the minimum information of the document regarding the disclosure, if such disclosure is necessary. 14

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

41 SCHEDULE 2.2(A) APPRAISAL REPORT OF PRX 16

42 Appraisal Report AP-0743/ TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A.

43 REPORT : AP-0743/ REFERENCE DAT E: Sept ember 30 t h, 2015 APPLICANT : TOTVS S.A., hereinaft er called TOTVS. Limit ed liabilit y company, wit h head office locat ed at Av. Braz Leme, nº 1.631, Jardim São Bento, in t he Cit y and St at e of São Paulo, registered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / OBJECT : TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A., hereinaft er called PRX. Closed company, wit h head office locat ed at Rua Prudent e de Moraes, nº 654, Room 06, Cent ro, in t he Cit y of Assis, St at e of São Paulo, registered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / PURPOSE: Calculation of t he Net Equit y of PRX, at book value, for t he purposes of t he merger of PRX wit h and into TOTVS, pursuant t o sect ions 226 and 227 of Law No. 6,404/ 76 ( Brazilian Corporation Law ). Report AP-0743/

44 T ABLE OF CONT ENT S 1. INTRODUCTION PRINCIPLES AND QUALIFICATIONS LIABILITY LIMITATIONS APPRAISAL METHODOLOGY APPRAISAL OF NET EQUITY OF PRX CONCLUSION LIST OF EXHIBITS Report AP-0743/

45 1. INT RODUCT ION APSIS CONSULTORIA E AVALIAÇÕES LTDA., hereinaft er called APSIS, wit h it s head office located at Rua da Assembleia, 35, 12 nd floor, in t he Cit y and St at e of Rio de Janeiro, regist ered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / , was ret ained t o det ermine Net Equit y of PRX, at book value, for t he purpose of it s merging wit h and int o TOTVS, pursuant t o sect ions 226 and 227 of Brazilian Corporat ion Law. In order t o prepare t his report, we have used data and informat ion provided by t hird part ies, i.e., document s and verbal int erviews wit h TOTVS. Est imat es used in t his process are based on t he following document s and informat ion, among ot hers: Balance sheet of PRX, as of Sept ember 30 t h, 2015; APSIS has recent ly prepared appraisal reports for publicly-held companies, for several purposes: AMÉRICA LATINA LOGÍSTICA DO BRASIL S/ A BANCO PACTUAL S/ A CIMENTO MAUÁ S/ A ESTA - EMPRESA SANEADORA TERRITORIAL AGRÍCOLA S/ A ESTÁCIO PARTICIPAÇÕES S/ A GERDAU S/ A HOTÉIS OTHON S/ A L.R. CIA. BRAS. PRODS. HIGIENE E TOUCADOR S/ A LIGHT SERVIÇOS DE ELETRICIDADE S/ A LOJAS AMERICANAS S/ A MPX ENERGIA S/ A PETRÓLEO BRASILEIRO S/ A PETROBRAS REPSOL YPF BRASIL S/ A TAM TRANSPORTES AÉREOS MERIDIONAL S/ A ULTRAPAR PARTICIPAÇÕES S/ A The t eam responsible for preparing such report comprises t he following professionals: AMILCAR DE CASTRO Direct or Bachelor in Law ANA CRISTINA FRANÇA DE SOUZA Vice-President Civil Engineer (CREA/ RJ ) ANTONIO LUIZ FEIJÓ NICOLAU Direct or Lawyer (OAB/ RJ ) EDUARDO DE CASTRO ROSSI Direct or Elect rical Engineer (CREA/ SP ) GIANCARLO FALKENSTEIN Supervisor Administ rat or (CRA/ SP ) LUIZ PAULO CESAR SILVEIRA Vice-President Mechanical Engineer and Account ant (CREA/ RJ and CRC/ RJ / P-0) MARCIA APARECIDA DE LUCCA CALMON Direct or Account ant (CRC/ SP / O-4) MÁRCIA MOREIRA FRAZÃO DA SILVA Direct or Account ant (CRC/ RJ / O-3) RENATA POZZATO CARNEIRO MONTEIRO President Post graduat e in Law (OAB/ RJ ) SERGIO FREITAS DE SOUZA Vice-President Economist (CORECON/ RJ ) Report AP-0743/

46 2. PRINCIPLES AND QUALIFICAT IONS The following information is important and must be read carefully. The Report complies wit h t he fundament al principles described below: The consult ant s do not have any direct or indirect int erest s in t he companies involved, in t heir respective cont rolling shareholders or in t he t ransact ion, nor are t here any ot her relevant circumst ances which may charact erize a conflict of int erest s, act ual or potent ial, wit h t he companies involved, t heir respect ive cont rolling shareholders, or regarding t he minorit y shareholders, or t he t ransact ion it self. APSIS professional fees are not in any way what soever subj ect t o t he conclusions of t his Report. To t he best of t he consult ant s knowledge and credit, t he analyses, opinions, and conclusions expressed in t his report are based on data, diligence, research and surveys t hat are t rue and correct. For purposes of t his report, it was assumed t hat t he informat ion received from t hird part ies is correct ; t he sources of such informat ion are st at ed in this Report. This report presents all t he limiting condit ions, if applicable, imposed by t he adopt ed met hodologies, which may affect t he analyses, opinions and conclusions comprised herein. This report was prepared by APSIS and no one ot her t han t he consult ant s t hemselves prepared t he analyses and respective conclusions. APSIS assumes full liabilit y on t he appraised mat t er, including implicit appraisals, for t he exercise of it s honorable dut ies, primarily est ablished in t he appropriat e laws, codes or regulat ions. This Report complies wit h t he specificat ions and criteria est ablished by t he USPAP (Uniform St andards of Professional Appraisal Pract ice) and t he Int ernat ional Valuat ion Standards Council (IVSC), in addit ion t o t he requirement s imposed by various agencies and regulations, such as t he Brazilian Account ing Pract ice Commit t ee (CPC), t he Minist ry of Treasury, Brazilian Cent ral Bank, Banco do Brasil, CVM (Brazilian Securities Commission), SUSEP (Brazilian Insurance Commission), Income Tax Regulat ions (RIR), Brazilian Commit t ee of Business Appraisers (CBAN) et c. The controlling shareholders and managers of t he companies involved did not direct, rest rict, hinder or engage in any act s which have or may have compromised access t o, use, or knowledge of informat ion, asset s, document s, or work met hods applicable t o t he qualit y of t he respective conclusions cont ained herein. Report AP-0743/

47 3. LIABILIT Y LIMIT AT IONS In order t o prepare t his Report, APSIS used historic data and informat ion, audit ed by t hird-part ies or unaudit ed, provided in writ ing by t he management of PRX and TOTVS, or obt ained from t he ment ioned sources. As such, APSIS assumed t hat t he dat a and informat ion obt ained for t his Report are t rue and Apsis does not have any liabilit y wit h respect t o t heir veracit y. The scope of t his Report did not include audit ing financial st at ement s or revising t he work performed by audit ors. Therefore, APSIS is not issuing an opinion on t he financial st at ement s of PRX. We are not liable for event ual losses t o TOTVS, it s subsidiaries, shareholders, officers, credit ors or ot her part ies as a result of t he use of dat a and informat ion provided by t he companies and cont ained herein. Our work was developed solely for use by TOTVS, it s shareholders and any ot her ent it ies or persons involved in t he t ransaction. Report AP-0743/

48 4. APPRAISAL MET HODOLOGY Analysis of t he previously ment ioned supporting document, aiming at verifying whet her bookkeeping was accurat ely conduct ed and in compliance wit h t he legal, regulat ory, normat ive and st at ut ory disposals which govern t he mat t er, according to t he Generally Accept ed Accounting Principles and Conventions in Brazil. We examined t he account ing books of PRX, as well as all ot her document s required t o prepare t his report, which was prepared based on PRX balance sheet as of Sept ember 30 t h, 2015 (Exhibit 1). The expert s concluded t hat t he asset s and liabilities of PRX have been duly account ed. Report AP-0743/

49 5. APPRAISAL OF NET EQUIT Y OF PRX We examined t he account ing books of PRX as well as all ot her document s required for the preparat ion of t his report. The expert s concluded t hat t he book value of PRX Net Equit y, as of Sept ember 30 t h, 2015, for purpose of t he merger of PRX wit h and int o TOTVS, is equivalent t o R$ 3,106, (t hree million, hundred and six t housand, five hundred eight -four reais and ninet y four cent avos), as shown in t he t able t o t he right. TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A. FINANCIAL STATEMENTS BALANCES ON BALANCE SHEET (in R$ ) 09/30/2015 CURRENT ASSTES 3,794, Cash and Cash Equivalents 516, Accounts Receivables 3,387, Provision for doubtf ul accounts (736,818.17) Recoverable Taxes 611, Other assets 15, NON CURRENT ASSETS 403, LONG TERM ASSETS 13, Other assets 13, INVESTMENTS - PROPERTY, PLANT AND EQUIPMENTS 157, INTANGIBLE 232, TOTAL ASSETS 4,197, CURRENT LIABILITIES 1,091, Social and Labor obligat ions 777, Suppliers 156, Fiscal Obligations 99, Comissions to pay 57, Other liabilities NON CURRENT LIABILITIES - LONG TERM LIABILITIES - NET EQUITY 3,106, TOTAL LIABILITY 4,197, Report AP-0743/

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

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

52 EXHIBIT 1

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

54 EXHIBIT 2

55 Glossary ABL Gross Leasable Area ABNT (Associação Brasileira de Normas Técnicas) Brazilian Technical St andards Association. Allocated Codes serial number (grades or weight s) t o different iat e t he qualit y feat ures of propert ies. Allotment - subdivision of a t ract of land int o lot s for buildings wit h t he opening of new t horoughfares, or t he ext ension, modificat ion or expansion of exist ing ones. Amortization syst emat ic allocat ion of t he depreciable value of an asset over it s useful life. Apparent Age - est imat ed age of a propert y according t o it s charact erist ics and conservat ion st at us at t he t ime of inspect ion. Asset a resource controlled by t he ent it y as a result of past event s from which fut ure economic benefit s are expect ed for t he ent it y. Asset Approach valuat ion of companies where all asset s (including t hose not account ed for) have t heir values adj ust ed t o t he market. Also known as market net equit y. Base Date - specific dat e (day, mont h and year) of applicat ion of t he assessment value. Basic Infrastructure urban rainwat er drainage equipment, st reet light ing, sewage system, drinking water, public and home elect ricit y supply and access rout es. BDI (Budget Difference Income) a percent age t hat indicat es t he benefit s and overhead cost s applied t o t he direct cost of const ruct ion. Best Use of the Property - t he most economically appropriat e use of a cert ain propert y according t o it s charact eristics and surroundings, respect ing legal limit at ions. Beta a syst emat ic risk measure of a share; price t rend of a particular share t o be correlat ed wit h changes in a given index. Book Value - t he value at which an asset or liabilit y is recognized on t he balance sheet. Building Standard - t he quality of t he improvement s according t o t he specificat ions of design, materials, workmanship and performance effect ively used in const ruct ion. Business Combination - union of separat e ent it ies or businesses producing financial st at ement s of a single report ing ent it y. Transact ion or ot her event by which an acquirer obt ains cont rol of one or more businesses, regardless of t he legal form of operat ion. Business Risk - uncert aint y of realizat ion of expect ed fut ure ret urns of t he business result ing from fact ors other t han financial leverage. CAPEX (Capital Expenditure) fixed asset investments. Capitalization - conversion of a simple period of economic benefit s int o value. CAPM (Capital Asset Pricing Model) model in which t he capit al cost for any share or lot of shares equals t he risk free rate plus risk premium provided by the syst emat ic risk of t he share or lot of shares under invest igat ion. Generally used t o calculat e t he Cost of Equit y or t he Cost of Shareholder Capit al. Capitalization Rate - any divisor used t o convert economic benefit s int o value in a single period. Capital Structure - composit ion of a company s invested capit al, bet ween own capital (equity) and third-party capital (debt). Cash Flow - cash generat ed by an asset, group of asset s or business during a given period of t ime. Usually t he t erm is supplement ed by a qualificat ion referring t o t he cont ext (operat ing, non-operat ing, et c...). Cash Flow on Invested Capital - cash flow generated by the company to be revert ed t o lenders (int erest and amort izat ions) and shareholders (dividends) aft er considerat ion of cost and operat ing expenses and capit al invest ment s. Cash-Generating Unit - smallest identifiable group of assets generating cash inflows t hat are largely independent on input s generated by other asset s or groups of assets. 1

56 Casualty - an event t hat causes financial loss. Company commercial or indust rial ent it y, service provider or invest ment ent it y holding economic act ivit ies. Conservation Status - physical st at us of an asset as a result of it s maint enance. Control - power t o direct t he st rat egic policy and administrative management of a company. Control Premium value or percent age of t he pro-rat a value of a lot of controlling shares over t he pro-rat a value of non-controlling shares, which reflect t he control power. Cost - the tot al direct and indirect costs necessary for product ion, maint enance or acquisit ion of an asset at a part icular t ime and sit uat ion. Cost of Capital - Expect ed rat e of ret urn required by t he market as an at t ract ion t o cert ain invest ment funds. CPC (Comitê de Pronunciamentos Contábeis) - Account ing Pronouncement s Committee. Current Value value replacement wit h a new value depreciat ed as a result of t he physical st at e t he propert y is in. CVM - Securit ies and Exchange Commission. Damage - damage caused to others by the occurrence of flaws, defect s, accident s and crimes, among ot hers. Data Treatment - applicat ion of operat ions t o express, in relative t erms, the at t ribut e differences bet ween t he market data and data of the property being assessed. Date of Issue - closing dat e of t he valuat ion report, when conclusions are conveyed t o t he client. DCF (Discounted Cash Flow) - discounted cash flow. D & A - depreciation and amortization. Dependent Variable - variable to be explained by the independent ones. Depreciable Value - cost of the asset, or other amount that substitut es such cost (financial st at ement s), less it s residual value. Depreciation - syst emat ic allocat ion of t he depreciable value of an asset during it s useful life. Dichotomous Variable - variable t hat assumes only t wo values. Direct Production Cost - spending on input s, including labor, in t he product ion of goods. Discount for Lack of Control - value or percentage deducted from the pro-rata value of 100% of the value of a company that reflects the absence of part or all of the cont rol. Discount for Lack of Liquidity - value or percent age deduct ed from t he pro-rat a value of 100% of the value of a company that reflects the lack of liquidity. Discount Rate - any divisor used t o convert a flow of fut ure economic benefit s int o present value. Drivers - value drivers or key variables. EBIT (Earnings before Interest and Taxes) - earnings before interest and t axes. EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) - earnings before int erest, t axes, depreciat ion and amort izat ion. Economic Benefits benefit s such as revenue, net profit, net cash flow, et c. Efficient Use t hat which is recommendable and t echnically possible for t he locat ion on a reference dat e, among t he various uses permit t ed by t he applicable law, observing surrounding market ing t rends. Electrical Damage Value - est imat ed cost of t he repair or replacement of part s, when t he propert y suffers elect rical damage. Values are tabulat ed in percent ages of t he Replacement Value and have been calculat ed t hrough t he st udy of equipment manuals and t he expert ise in correct ive maint enance of Apsis t echnicians. Enterprise - set of properties capable of producing revenue t hrough market ing or economic exploit at ion. It can be: real est at e (e.g. subdivision, commercial / residential buildings), real-estate based (e.g., hotel, shopping mall, theme parks), indust rial or rural. 2

57 Enterprise Value - economic value of t he company. Equity Value - economic value of t he equit y. Equivalent Construction Area const ruct ed area on which t he unit cost equivalence of corresponding const ruction is applied, according to ABNT postulates. Equivalent Depth - numerical result of t he division of a lot area by it s main proj ected front. Expertise - technical activit y performed by a professional wit h specific expert ise t o invest igat e and clarify fact s, check t he stat us of propert y, invest igat e t he causes t hat mot ivat ed a part icular event, appraise asset s, their costs, results or rights. Facilities - set of materials, systems, networks, equipment and operat ional support services for a single machine, product ion line or plant, according t o t he degree of aggregat ion. Fair Market Value - value at which an asset could have it s ownership exchanged between a potential seller and a potential buyer, when both parties have reasonable knowledge of relevant facts and neit her is under pressure t o do so. Fair Value Less Cost to Sell - value t hat can be obt ained from t he sale of an asset or cash-generat ing unit less sale expenses, in a t ransact ion bet ween knowledgeable, willing and unint erest ed part ies. FCFF (Free Cash Flow to Firm) - Free cash flow t o firm, or unlevered free cash flow. Financial Lease - t hat which subst ant ially t ransfers all t he risks and benefit s relat ed t o t he ownership of t he asset, which may or may not event ually be t ransferred. Leases t hat are not financial leases are classified as operating leases. Fixed Asset t angible asset available for use in t he product ion or supply of goods or services, in t hird-part y leasing, invest ment s, or for management purposes, expected t o be used for more t han one account ing period. Flaw - anomaly t hat affect s t he performance of product s and services, or makes t hem inadequat e t o t he purposes int ended, causing inconvenience or mat erial loss t o t he consumer. Forced Liquidation - condition on the possibility of a compulsory sale or in a shorter period t han t he average absorpt ion by t he market. Free Float - percent age of out st anding shares on t he company's t ot al capit al. Frontage - horizont al proj ect ion of t he line dividing t he propert y and t he access road; measurement of t he front of a building. Goodwill see Premium for Expect ed Fut ure Profit abilit y. Homogenization - t reat ment of observed prices by applicat ion of mat hemat ical t ransformat ions t hat express, in relat ive t erms, t he differences bet ween market dat a at t ribut es and t hose of t he propert y assessed. Homogenized Area useful or privat e area, or built wit h mat hemat ical t reat ment s for valuat ion purposes, according t o crit eria based on t he real est at e market. IAS (International Accounting Standards) - principles-based st andards, int erpret at ions and t he framework adopt ed by t he Int ernat ional Account ing St andards Board (IASB). See Int ernat ional Account ing St andards. IASB (International Accounting Standards Board) - Int ernat ional Account ing Standards Board. Standard setting body responsible for the development of Int ernat ional Financial Report ing St andards (IFRSs). Ideal Fraction - percent age owned by each of t he buyers (t enant s) of t he land and of the building s common items. IFRS (International Financial Reporting Standards) - Int ernat ional Financial Reporting Standards, a set of international accounting pronouncement s published and reviewed by t he IASB. Impairment - see Impairment losses Impairment Losses (impairment) - book value of t he asset t hat exceeds, in t he case of st ocks, its selling price less the cost t o complete it and expense of selling it; or, in the case of other assets, t heir fair value less expendit ure for sale. Income Approach valuat ion met hod for convert ing t he present value of expect ed economic benefit s. Independent Variables - variables t hat provide a logical cont ent t o t he format ion of t he value of t he propert y subj ect t o t he assessment. Indirect Production Cost - administ rat ive and financial costs, benefit s and ot her liens and charges necessary for t he product ion of goods. 3

58 Influence Point - at ypical point t hat, when removed from the sample, significantly changes t he est imat ed paramet ers or t he linear st ruct ure of t he model. Insurance - risk t ransfer guarant eed by cont ract whereby one part y undert akes, subj ect to payment of premium, to indemnify anot her for t he occurrence of casualt ies covered under t he policy. Insurance Value - value at which an insurance company assumes the risks. Except in special cases, it is not applied t o land and foundat ions. Intangible Asset - ident ifiable non-monet ary asset wit hout physical subst ance. This asset is ident ifiable when: a) it is separable, i.e., capable of being separat ed or divided from t he ent it y and sold, t ransferred, licensed, leased or exchanged, eit her alone or t oget her wit h t he relat ed contract, asset or liabilit y; b) it arises from cont ract ual or ot her legal right s, regardless of whet her t hose right s are t ransferable or separable from t he ent it y or from other right s and obligat ions.. Internal Rate of Return - discount rat e where t he present value of fut ure cash flow is equivalent t o t he cost of invest ment. International Accounting Standards (IAS) - st andards and int erpret at ions adopt ed by t he IASB. They include: Int ernat ional Financial Report ing St andards (IFRS) Int ernat ional Account ing St andards (IAS) and interpretations developed by the Int erpret at ion Commit t ee on Int ernat ional Financial Report ing Standards (IFRIC) or by t he former St anding Int erpret at ions Commit t ee (SIC). Invested Capital the sum of own capit al and third-party capital invested in a company. Third-party capital is usually related to debt with interest (short and longterm) and must be specified within t he context of t he valuat ion. Investment Property - property (land, building or building part, or both) held by the owner or lessee under t he lease, bot h t o receive payment of rent and for capital appreciat ion or bot h, ot her t han for use in t he product ion or supply of goods or services, as well as for administ rat ive purposes. Investment Value - value for a particular investor based on individual interests in t he propert y in quest ion. In t he case of business valuation, this value can be analyzed by different sit uat ions, such as t he synergy wit h ot her companies of an invest or, risk perceptions, fut ure performance and t ax planning. Key Money - amount paid by the prospective tenant for signat ure or t ransfer of t he lease cont ract, as compensat ion for t he point of sale. Key Variables - variables t hat, a priori, and t radit ionally have been import ant for t he format ion of propert y value. Levered Beta beta value reflecting the debt in capital structure. Liability - present obligat ion t hat arises from past event s, whereby it is hoped t hat t he set t lement t hereof will result in t he inflow of funds from t he ent it y embodying economic benefit s. Liquidation Value - value of a propert y offered for sale on t he market out side t he normal process, i.e. one t hat would be established if the property were offered for sale separat ely, t aking int o account t he costs involved and t he discount required for a sale in a reduced period. Liquidity - abilit y t o rapidly convert cert ain asset s int o cash or int o t he payment of a certain debt. Market Approach valuat ion met hod in which mult iple comparisons derived from t he sales price of similar asset s are adopt ed. Market Data - set of informat ion collect ed on t he market relat ed t o a part icular property. Marketing Factor - t he rat io bet ween t he market value of an asset and it s reproduct ion cost less depreciat ion or replacement cost, which may be higher or lower t han 1 (one). Market Research - set of act ivit ies for ident ificat ion, invest igat ion, collect ion, select ion, processing, analysis and int erpret at ion of result s on market data. Maximum Insurance Value - maximum value of the property for which it is recommendable t o insure it. This crit erion est ablishes t hat t he propert y whose depreciat ion is great er t han 50% should have it s Maximum Insurance Value equivalent t o t wice as much as t he Current Value; and the property whose depreciation is with less t han 50% should have it s Maximum Insurance Value equivalent to the Replacement Value. Multiple - market value of a company, share or invested capit al, divided by a valuat ion measurement of t he company (EBITDA, income, cust omer volume, et c...). Net Debt - cash and cash equivalents, net position in derivat ives, short-t erm and long-term financial debts, dividends receivable and payable, receivables and payables related to debentures, short-term and long-t erm deficits with pension 4

59 funds, provisions, and ot her credit s and obligat ions t o relat ed part ies, including subscription bonus. Non-Operating Assets - t hose not direct ly relat ed t o t he company s operat ions (may or may not generat e revenue) and t hat can be disposed of wit hout det riment t o it s business. Null hypothesis in a regression model hypot hesis in which one or a set of independent variables involved in t he regression model are not important to explain t he variat ion of t he phenomenon in relat ion t o a pre-est ablished significance level. Operating Assets asset s t hat are basic t o t he company s operat ions. Operating Lease t hat which does not subst ant ially t ransfer all t he risks and benefit s incident al t o t he ownership of t he asset. Leases t hat are not operat ing leases are classified as financial leases. Parent Company - an ent it y t hat has one or more subsidiaries. Perpetual Value - value at t he end of t he proj ect ive period t o be added on t he cash flow. Point of Sale - int angible asset t hat adds value t o commercial propert y, due t o its locat ion and expect ed commercial exploit at ion. Population - t ot al market dat a of t he segment t o be analyzed. Premium for Expected Future Profitability (goodwill) fut ure economic benefit s arising from assets not capable of being individually identified or separately recognized. Present Value - t he est imat ed present value of discount ed net cash flows in the normal course of business. Price - t he amount by which a t ransact ion is performed involving a propert y, a product or t he right t heret o. Private Area useful area plus building blocks (such as walls, pillars, et c.) and elevat or hallway (in specific cases). Property somet hing of value, subj ect t o use, or t hat may be t he obj ect of a right, which int egrat es an equit y. Qualitative Variables - variables t hat cannot be measured or count ed, only ordered or ranked, according t o at t ribut es inherent to the property (e.g., building standard, conservat ion st at us and quality of t he soil). Quantitative Variables - variables t hat can be measured or count ed (e.g., privat e area, number of bedrooms and parking spaces). Range for Real Estate Valuations range in t he vicinit y of t he point est imat or adopt ed in t he valuat ion wit hin which t o arbit rat e t he value of t he propert y, provided it is j ust ified by t he exist ence of feat ures t hat are not cont emplat ed in t he model. Re (Cost of Equity) - ret urn required by shareholders for t he capit al invest ed. Real Estate - propert y, consist ing of land and any improvement s incorporat ed t heret o. Can be classified as urban or rural, depending on it s locat ion, use or t o it s highest and best use. Recoverable Value - t he highest fair value of an asset (or cash-generat ing unit ) minus t he cost of sales compared wit h it s value in use. Rd (Cost of Debt) - a measure of t he amount paid for t he capit al earned from t hird part ies, in t he form of loans, financing, market funding, among ot hers. Reference Real Estate market dat a wit h feat ures comparable t o t he propert y assessed. Regression Model - t he model used t o represent a specific phenomenon, based on a sample, considering t he various influencing charact erist ics. Remaining Life a propert y s remaining life. Replacement Cost a property s reproduct ion cost less depreciation, with the same funct ion and feat ures comparable t o t he propert y assessed. Replacement Value for New - value based on what t he propert y would cost (usually in relation to current market prices) t o be replaced with or substituted by a new, equal or similar propert y. Reproduction Cost - expense required for t he exact duplicat ion of a propert y, regardless of any depreciat ion. 5

60 Reproduction Cost Less Depreciation a propert y s reproduct ion cost less depreciat ion, considering t he st at e it is in. Residual Value - value of new or used asset proj ect ed for a dat e limit ed t o t hat in which it becomes scrap, considering it s being in operat ion during t he period. Residual Value of an Asset est imat ed value t hat t he ent it y would obt ain at present wit h t he sale of t he asset, aft er deduct ing t he est imat ed cost s t hereof, if t he asset were already at t he expect ed age and condit ion at t he end of its useful life. Sample set of market dat a represent at ive of a populat ion. Scrap Value - market value of a propert y s reusable mat erials in disabling condit ions, wit hout t heir being used for product ion purposes. Shareholders' Equity at Market Prices - see Assets Approach. Statistical Inference - part of statistical science t hat allows drawing conclusions about t he populat ion from a sample. Subsidiary - ent it y, including t hat wit h no legal charact er, such as an associat ion, controlled by another entity (known as t he parent company). Useful Economic Life - t he period in which an asset is expect ed t o be available for use, or t he number of product ion or similar unit s expect ed t o be obt ained from t he asset by t he ent it y. Valuation act or process of det ermining t he value of an asset. Valuation Methodology - one or more approaches used in developing evaluat ive calculat ions for t he indicat ion of t he value of an asset. Value at Risk - represent at ive value of t he share of t he propert y one wishes t o insure and that may correspond to the maximum insurable value. Value in Use - value of a propert y in operat ing condit ions in it s present st at e, such as t he useful part of an indust ry, including, where relevant, t he cost s of design, packaging, t axes, freight and inst allat ion. Value Plan - t he graphic represent at ion or list ing of generic square met er values of land or of t he real est at e on t he same dat e. WACC (Weighted Average Cost of Capital) - model in which capit al cost is det ermined by t he weight ed average of t he market value of capit al st ruct ure component s (own and ot hers). Supporting Documentation - document at ion raised and provided by the client on which t he report premises are based. Survey - evidence of local event s t hrough insight ful observat ions in a propert y and of t he fact ors and condit ions t hat const it ut e or influence it. Tangible Asset - physically exist ing asset, such as land, building, machinery, equipment, furnit ure and t ools. Technical Report - detailed report or t echnical clarificat ion issued by a legally qualified and trained professional on a specific subj ect. Total Construction Area result ing from t he sum of t he real privat e area and t he common area allocat ed t o an independent unit, defined according t o ABNT. Urbanizable Land - land eligible t o receive urban infrast ruct ure works aiming at it s efficient use, by means of t he subdivision, split or implementation of a business. Useful Area real privat e area subtract ed from t he area occupied by walls and ot her building blocks that prevent or hinder it s use. 6

61 Appraisal for Corporate Restructuring Purposes Different The difference lies in a multidisciplinary, highly-qualified team, in the market for more than 30 years. We work with clients of different sizes and in different sectors of the economy. Simple We wish to simplify things for you. We are a team sized to your needs. We are resourceful, precise and to-the-point. Here you talk with those who decide. Intelligent THE DIFFERENCE IN CONSULTING Simple and Intelligent Intelligence translates itself into the capacity to quickly understand your problem and turn it into a solution, using creativity, knowledge and experience. We are a company always on the move. And ready to meet your company s needs. SERVICES Independent Appraisal Reports Technical Reports for Consolidations, Spin-offs and Mergers Asset Valuation in Investiment and Real Estate Funds Share Capital Increase IPO - Public Share Offering Net Equity at Market Price (Exchange Ratio) Alternative Dispute Resolution (ADR) Appraisal for Financial Statements (Fair Value) Business Combination - Goodwill Impairment Test Intangible Assets (Brands, Softwares and Others) Economic Lifetime, Residual Value and Replacement Value Property for Investments Purchase Price Allocation (PPA) Biological Assets Corporate Finance Business, Brand Valuation and Other Intangible Asset Valuation Mergers & Acquisitions (M&A) Fairness Opinion Investors and Opportunity Prospection Feasibility Studies Strategic Financial Modeling Performance Analysis Indicator Fixed Asset Management Inventory-taking and Accounting Reconciliation Equity Outsourcing Real Estate Appraisal Purchase & Sale / Rental Evaluation Bank Guarantee / Payment in Kind Insurance Appraisal Tax Review (Land and Property Tax / Transfer Tax) You can find more information about our services and cases at apsis.com.br

62 CLIENTS AÇÚCAR GUARANI (GRUPO TEREOS) ALIANSCE SHOPPING CENTERS ALL - AMÉRICA LATINA LOGÍSTICA AMBEV ANDRADE GUTIERREZ ANHANGUERA ARCELOR MITTAL AYESA INTERNATIONAL BANK OF AMERICA MERRILL LYNCH BHG - BRAZIL HOSPITALITY GROUP BIAM GESTÃO DE CAPITAIS BM&A - BARBOSA, MÜSSNICH & ARAGÃO ADVOGADOS BM&F BOVESPA BNDES BNY MELLON BR MALLS BR PROPERTIES BRASIL FOODS BRASKEM BRAZIL PHARMA BROOKFIELD INCORPORAÇÕES (BRASCAN) BTG PACTUAL BUNGE FERTILIZANTES CAMARGO CORRÊA CAMIL ALIMENTOS CARLYLE BRASIL CARREFOUR CASA & VIDEO CCX - EBX - IMX - LLX - MMX CEG CIELO CLARO CLUB MED COCA-COLA COMITÊ OLÍMPICO BRASILEIRO - COB CONTAX CPFL CREDICARD CSN - COMPANHIA SIDERÚRGICA NACIONAL EMBRAER EMBRATEL ENERGISA ESTÁCIO PARTICIPAÇÕES ESTALEIRO ALIANÇA ETERNIT FEMSA BRASIL FGV - FUNDAÇÃO GETÚLIO VARGAS FGV - PROJETOS FOZ DO BRASIL FRESH START BAKERIES (EUA) GAFISA GENERAL ELETRIC DO BRASIL (GE) GERDAU GETNET GOL LINHAS AÉREAS GOUVÊA VIEIRA ADVOGADOS GP INVESTIMENTOS HYPERMARCAS IDEIASNET INBRANDS IOCHPE MAXION JBS KRAFT FOODS L ORÉAL LAFARGE LAVAZZA LEADER MAGAZINE LIGHT LIQUIGÁS LOBO & IBEAS ADVOGADOS LOJAS AMERICANAS LORINVEST (LORENTZEN) MACHADO, MEYER, SENDACZ E OPICE ADVOGADOS MAGNESITA MARFRIG MATTOS FILHO ADVOGADOS MG A.A DE INVESTIMENTOS MICHELIN MULTIPLAN OI S.A. OWENS ILLINOIS AMERICA LATINA PÁTRIA INVESTIMENTOS PEIXE URBANO PETROBRAS PINHEIRO GUIMARÃES ADVOGADOS PINHEIRO NETO ADVOGADOS PONTO FRIO (VIA VAREJO S.A.) PROCTER & GAMBLE PSA PEUGEOT CITROEN QUATTOR REPSOL YPF REXAM RIO BRAVO ROTHSCHILD & SONS SHELL SHV SOUZA, CESCON ADVOGADOS TAURUS TELOS FUNDAÇÃO EMBRATEL TIM BRASIL TOTVS TRENCH, ROSSI E WATANABE ADVOGADOS ULHÔA CANTO, REZENDE E GUERRA ADVOGADOS ULTRAPAR UNIMED VEIRANO ADVOGADOS VEREMONTE VIVO VOTORANTIM W. TORRE WHEATON DO BRASIL WHITE MARTINS XP INVESTIMENTOS Rio de Janeiro Rua da Assembleia, 35-12º andar Centro Phone: +55(21) Fax: +55(21) apsis.rj@apsis.com.br São Paulo Av. Angélica, Conj. 42 Consolação Phone: +55(11) Fax: +55(11) apsis.sp@apsis.com.br

63 SCHEDULE 2.2(B) APPRAISAL REPORT P2RX 17

64 Appraisal Report AP-0743/ P2RX SOLUÇÕES EM SOFTWARE S.A.

65 REPORT : AP-0743/ REFERENCE DAT E: Sept ember 30 t h, 2015 APPLICANT : TOTVS S.A., hereinaft er called TOTVS. Limit ed liabilit y company, wit h head office locat ed at Av. Braz Leme, nº 1.631, Jardim São Bento, in t he Cit y and St at e of São Paulo, registered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / OBJECT : P2RX SOLUÇÕES EM SOFTWARE S.A., hereinaft er called P2RX. Closed company, wit h head office locat ed at Rua Prudent e de Moraes, nº 654, Room 06, Cent ro, in t he Cit y of Assis, St at e of São Paulo, registered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / PURPOSE: Calculation of t he Net Equit y of P2RX, at book value, for t he purposes of t he merger of P2RX wit h and int o TOTVS, pursuant t o sect ions 226 and 227 of Law No. 6,404/ 76 ( Brazilian Corporation Law ). Report AP-0743/

66 T ABLE OF CONT ENT S 1. INTRODUCTION PRINCIPLES AND QUALIFICATIONS LIABILITY LIMITATIONS APPRAISAL METHODOLOGY APPRAISAL OF NET EQUITY OF PRX CONCLUSION LIST OF EXHIBITS Report AP-0743/

67 1. INT RODUCT ION APSIS CONSULTORIA E AVALIAÇÕES LTDA., hereinaft er called APSIS, wit h it s head office located at Rua da Assembleia, 35, 12 nd floor, in t he Cit y and St at e of Rio de Janeiro, regist ered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / , was ret ained t o det ermine Net Equit y of P2RX, at book value, for t he purpose of it s merging wit h and int o TOTVS, pursuant t o sect ions 226 and 227 of Brazilian Corporat ion Law. In order t o prepare t his report, we have used data and informat ion provided by t hird part ies, i.e., document s and verbal int erviews wit h TOTVS. Est imat es used in t his process are based on t he following document s and informat ion, among ot hers: Balance sheet of P2RX, as of Sept ember 30 t h, APSIS has recent ly prepared appraisal reports for publicly-held companies, for several purposes: AMÉRICA LATINA LOGÍSTICA DO BRASIL S/ A BANCO PACTUAL S/ A CIMENTO MAUÁ S/ A ESTA - EMPRESA SANEADORA TERRITORIAL AGRÍCOLA S/ A ESTÁCIO PARTICIPAÇÕES S/ A GERDAU S/ A HOTÉIS OTHON S/ A L.R. CIA. BRAS. PRODS. HIGIENE E TOUCADOR S/ A LIGHT SERVIÇOS DE ELETRICIDADE S/ A LOJAS AMERICANAS S/ A MPX ENERGIA S/ A PETRÓLEO BRASILEIRO S/ A PETROBRAS REPSOL YPF BRASIL S/ A TAM TRANSPORTES AÉREOS MERIDIONAL S/ A ULTRAPAR PARTICIPAÇÕES S/ A The t eam responsible for preparing such report comprises t he following professionals: AMILCAR DE CASTRO Direct or Bachelor in Law ANA CRISTINA FRANÇA DE SOUZA Vice-President Civil Engineer (CREA/ RJ ) ANTONIO LUIZ FEIJÓ NICOLAU Direct or Lawyer (OAB/ RJ ) EDUARDO DE CASTRO ROSSI Direct or Elect rical Engineer (CREA/ SP ) GIANCARLO FALKENSTEIN Supervisor Administ rat or (CRA/ SP ) LUIZ PAULO CESAR SILVEIRA Vice-President Mechanical Engineer and Account ant (CREA/ RJ and CRC/ RJ / P-0) MARCIA APARECIDA DE LUCCA CALMON Direct or Account ant (CRC/ SP / O-4) MÁRCIA MOREIRA FRAZÃO DA SILVA Direct or Account ant (CRC/ RJ / O-3) RENATA POZZATO CARNEIRO MONTEIRO President Post graduat e in Law (OAB/ RJ ) SERGIO FREITAS DE SOUZA Vice-President Economist (CORECON/ RJ ) Report AP-0743/

68 2. PRINCIPLES AND QUALIFICAT IONS The following information is important and must be read carefully. The Report complies wit h t he fundament al principles described below: The consult ant s do not have any direct or indirect int erest s in t he companies involved, in t heir respective cont rolling shareholders or in t he t ransact ion, nor are t here any ot her relevant circumst ances which may charact erize a conflict of int erest s, act ual or potent ial, wit h t he companies involved, t heir respect ive cont rolling shareholders, or regarding t he minorit y shareholders, or t he t ransact ion it self. APSIS professional fees are not in any way what soever subj ect t o t he conclusions of t his Report. To t he best of t he consult ant s knowledge and credit, t he analyses, opinions, and conclusions expressed in t his report are based on data, diligence, research and surveys t hat are t rue and correct. For purposes of t his report, it was assumed t hat t he informat ion received from t hird part ies is correct ; t he sources of such informat ion are st at ed in this Report. This report presents all t he limiting condit ions, if applicable, imposed by t he adopt ed met hodologies, which may affect t he analyses, opinions and conclusions comprised herein. This report was prepared by APSIS and no one ot her t han t he consult ant s t hemselves prepared t he analyses and respective conclusions. APSIS assumes full liabilit y on t he appraised mat t er, including implicit appraisals, for t he exercise of it s honorable dut ies, primarily est ablished in t he appropriat e laws, codes or regulat ions. This Report complies wit h t he specificat ions and criteria est ablished by t he USPAP (Uniform St andards of Professional Appraisal Pract ice) and t he Int ernat ional Valuat ion Standards Council (IVSC), in addit ion t o t he requirement s imposed by various agencies and regulations, such as t he Brazilian Account ing Pract ice Commit t ee (CPC), t he Minist ry of Treasury, Brazilian Cent ral Bank, Banco do Brasil, CVM (Brazilian Securities Commission), SUSEP (Brazilian Insurance Commission), Income Tax Regulat ions (RIR), Brazilian Commit t ee of Business Appraisers (CBAN) et c. The controlling shareholders and managers of t he companies involved did not direct, rest rict, hinder or engage in any act s which have or may have compromised access t o, use, or knowledge of informat ion, asset s, document s, or work met hods applicable t o t he qualit y of t he respective conclusions cont ained herein. Report AP-0743/

69 3. LIABILIT Y LIMIT AT IONS In order t o prepare t his Report, APSIS used historic data and informat ion, audit ed by t hird-part ies or unaudit ed, provided in writ ing by t he management of P2RX and TOTVS, or obt ained from t he ment ioned sources. As such, APSIS assumed t hat t he dat a and informat ion obt ained for t his Report are t rue and Apsis does not have any liabilit y wit h respect t o t heir veracit y. The scope of t his Report did not include audit ing financial st at ement s or revising t he work performed by audit ors. Therefore, APSIS is not issuing an opinion on t he financial st at ement s of P2RX. We are not liable for event ual losses t o TOTVS, it s subsidiaries, shareholders, officers, credit ors or ot her part ies as a result of t he use of dat a and informat ion provided by t he companies and cont ained herein. Our work was developed solely for use by TOTVS, it s shareholders and any ot her ent it ies or persons involved in t he t ransaction. Report AP-0743/

70 4. APPRAISAL MET HODOLOGY Analysis of t he previously ment ioned supporting document, aiming at verifying whet her bookkeeping was accurat ely conduct ed and in compliance wit h t he legal, regulat ory, normat ive and st at ut ory disposals which govern t he mat t er, according to t he Generally Accept ed Accounting Principles and Conventions in Brazil. We examined t he accounting books of P2RX, as well as all ot her documents required t o prepare t his report, which was prepared based on P2RX s balance sheet as of Sept ember 30 t h, 2015 (Exhibit 1). The experts concluded t hat t he asset s and liabilit ies of P2RX have been duly account ed. Report AP-0743/

71 5. APPRAISAL OF NET EQUIT Y OF PRX We examined t he account ing books of PRX as well as all ot her document s required for the preparat ion of t his report. The expert s concluded t hat t he book value of P2RX s Net Equit y, as of Sept ember 30 st, 2015, for purpose of t he merger of P2RX wit h and int o TOTVS, is equivalent t o R$ 209, (t wo hundred and nine t housand, eight y-one reais and fift y-five cent avos) negat ive, as shown in the t able t o t he right. P2RX SOLUÇÕES EM SOFTWARE S.A. FINANCIAL STATEMENTS BALANCES ON BALANCE SHEET (in R$ ) 09/30/2015 CURRENT ASSETS 384, Cash and Cash Equivalents 54, Accounts Receivables 53, Recoverable taxes 275, Other assets NON CURRENT ASSETS 3, LONG TERM ASSETS - INVESTMENTS - PROPERTY, PLANT AND EQUIPMENTS 3, INTANGIBLE - TOTAL ASSETS 387, CURRENT LIABILITIES 596, Social and Labor obligat ions 508, Suppliers 66, Fiscal obligations 21, NON CURRENT LIABILITIES - LONG TERM LIABILITIES - NET EQUITY (209,081.55) TOTAL LIABILITY 387, Report AP-0743/

72 6. CONCLUSION In light of the analyses of the previously mentioned document s and based on studies conducted by APSIS, the experts conclude that the Net Equity value of PRX, at book value, on September 30 th, 2015, for purpose of the merger of P2RX with and into TOTVS, is equivalent to R$ 209, (two hundred and nine thousand, eighty-one reais and fifty-five cent avos) negative. This Report AP-0743/ is composed by 9 (nine) pages typed on one side and 2 (two) exhibits. APSIS Consultoria e Avaliações Ltda., a company specialized in the appraisal of assets, CRC/ RJ / O-9, legally represented by its representatives, makes itself available for any clarifications which may be deemed necessary. São Paulo, October 19 th, MÁRCIA APARECIDA DE LUCCA CALMON Director GIANCARLO FALKENSTEIN Supervisor Report AP-0743/

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

74 EXHIBIT 1

75 P2RX Soluções em Software S.A. Balancete de Verificação ref. ao ano Descrição Set 100% 1 Ativo 387, Circulante 384, Caixa e equivalente de caixa 54, Contas a receber de clientes 53, Provisao credito de liquidacao duvidosa Dividendos a receber Tributos a recuperar 275, Outros ativos Ativo não Circulante 3, Realizável a Longo Prazo Creditos com empresas ligadas Imposto de renda e contribuição social diferidos Deposito judicial Ativo financeiro a valor justo Outros ativos Investimentos Imobilizado 3, Intangível 2 Passivo 387, Circulante 596, Obrigacoes sociais e trabalhistas 508, Fornecedores 66, Obrigacoes fiscais 21, Emprestimos e financiamentos Comissoes a pagar Dividendos e JCP a pagar Obrigacoes por aquisicao de investimentos Outros Passivos 2.2 Não circulante Emprestimos e financiamentos Valor a Pagar a Empresas Controladas Debentures Provisao para perdas com investimentos Provisao para obrigacoes legais vinculadas a processos judiciais Obrigacoes fiscais Outros Passivos 2.5 Patrimonio liquido (209,081.55) Capital Social 742, Acoes em tesouraria Reserva de Capital Outros resultados abrangentes Participacao de acionista não controlador Reserva de lucros (951,896.06) Ajuste de avaliacao patrimonial Proposta de dividendos adicionais Y:\PROJ_BV\LAUDOS\2015\AP_0743_15 - TOTVS (SP)\Laudo\Inglês\AP_0743_15_02 - P2RX (Contábeis)\AP_0743_15_02 - Anexo 1

76 EXHIBIT 2

77 Glossary ABL Gross Leasable Area ABNT (Associação Brasileira de Normas Técnicas) Brazilian Technical St andards Association. Allocated Codes serial number (grades or weight s) t o different iat e t he qualit y feat ures of propert ies. Allotment - subdivision of a t ract of land int o lot s for buildings wit h t he opening of new t horoughfares, or t he ext ension, modificat ion or expansion of exist ing ones. Amortization syst emat ic allocat ion of t he depreciable value of an asset over it s useful life. Apparent Age - est imat ed age of a propert y according t o it s charact erist ics and conservat ion st at us at t he t ime of inspect ion. Asset a resource controlled by t he ent it y as a result of past event s from which fut ure economic benefit s are expect ed for t he ent it y. Asset Approach valuat ion of companies where all asset s (including t hose not account ed for) have t heir values adj ust ed t o t he market. Also known as market net equit y. Base Date - specific dat e (day, mont h and year) of applicat ion of t he assessment value. Basic Infrastructure urban rainwat er drainage equipment, st reet light ing, sewage system, drinking water, public and home elect ricit y supply and access rout es. BDI (Budget Difference Income) a percent age t hat indicat es t he benefit s and overhead cost s applied t o t he direct cost of const ruct ion. Best Use of the Property - t he most economically appropriat e use of a cert ain propert y according t o it s charact eristics and surroundings, respect ing legal limit at ions. Beta a syst emat ic risk measure of a share; price t rend of a particular share t o be correlat ed wit h changes in a given index. Book Value - t he value at which an asset or liabilit y is recognized on t he balance sheet. Building Standard - t he quality of t he improvement s according t o t he specificat ions of design, materials, workmanship and performance effect ively used in const ruct ion. Business Combination - union of separat e ent it ies or businesses producing financial st at ement s of a single report ing ent it y. Transact ion or ot her event by which an acquirer obt ains cont rol of one or more businesses, regardless of t he legal form of operat ion. Business Risk - uncert aint y of realizat ion of expect ed fut ure ret urns of t he business result ing from fact ors other t han financial leverage. CAPEX (Capital Expenditure) fixed asset investments. Capitalization - conversion of a simple period of economic benefit s int o value. CAPM (Capital Asset Pricing Model) model in which t he capit al cost for any share or lot of shares equals t he risk free rate plus risk premium provided by the syst emat ic risk of t he share or lot of shares under invest igat ion. Generally used t o calculat e t he Cost of Equit y or t he Cost of Shareholder Capit al. Capitalization Rate - any divisor used t o convert economic benefit s int o value in a single period. Capital Structure - composit ion of a company s invested capit al, bet ween own capital (equity) and third-party capital (debt). Cash Flow - cash generat ed by an asset, group of asset s or business during a given period of t ime. Usually t he t erm is supplement ed by a qualificat ion referring t o t he cont ext (operat ing, non-operat ing, et c...). Cash Flow on Invested Capital - cash flow generated by the company to be revert ed t o lenders (int erest and amort izat ions) and shareholders (dividends) aft er considerat ion of cost and operat ing expenses and capit al invest ment s. Cash-Generating Unit - smallest identifiable group of assets generating cash inflows t hat are largely independent on input s generated by other asset s or groups of assets. 1

78 Casualty - an event t hat causes financial loss. Company commercial or indust rial ent it y, service provider or invest ment ent it y holding economic act ivit ies. Conservation Status - physical st at us of an asset as a result of it s maint enance. Control - power t o direct t he st rat egic policy and administrative management of a company. Control Premium value or percent age of t he pro-rat a value of a lot of controlling shares over t he pro-rat a value of non-controlling shares, which reflect t he control power. Cost - the tot al direct and indirect costs necessary for product ion, maint enance or acquisit ion of an asset at a part icular t ime and sit uat ion. Cost of Capital - Expect ed rat e of ret urn required by t he market as an at t ract ion t o cert ain invest ment funds. CPC (Comitê de Pronunciamentos Contábeis) - Account ing Pronouncement s Committee. Current Value value replacement wit h a new value depreciat ed as a result of t he physical st at e t he propert y is in. CVM - Securit ies and Exchange Commission. Damage - damage caused to others by the occurrence of flaws, defect s, accident s and crimes, among ot hers. Data Treatment - applicat ion of operat ions t o express, in relative t erms, the at t ribut e differences bet ween t he market data and data of the property being assessed. Date of Issue - closing dat e of t he valuat ion report, when conclusions are conveyed t o t he client. DCF (Discounted Cash Flow) - discounted cash flow. D & A - depreciation and amortization. Dependent Variable - variable to be explained by the independent ones. Depreciable Value - cost of the asset, or other amount that substitut es such cost (financial st at ement s), less it s residual value. Depreciation - syst emat ic allocat ion of t he depreciable value of an asset during it s useful life. Dichotomous Variable - variable t hat assumes only t wo values. Direct Production Cost - spending on input s, including labor, in t he product ion of goods. Discount for Lack of Control - value or percentage deducted from the pro-rata value of 100% of the value of a company that reflects the absence of part or all of the cont rol. Discount for Lack of Liquidity - value or percent age deduct ed from t he pro-rat a value of 100% of the value of a company that reflects the lack of liquidity. Discount Rate - any divisor used t o convert a flow of fut ure economic benefit s int o present value. Drivers - value drivers or key variables. EBIT (Earnings before Interest and Taxes) - earnings before interest and t axes. EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) - earnings before int erest, t axes, depreciat ion and amort izat ion. Economic Benefits benefit s such as revenue, net profit, net cash flow, et c. Efficient Use t hat which is recommendable and t echnically possible for t he locat ion on a reference dat e, among t he various uses permit t ed by t he applicable law, observing surrounding market ing t rends. Electrical Damage Value - est imat ed cost of t he repair or replacement of part s, when t he propert y suffers elect rical damage. Values are tabulat ed in percent ages of t he Replacement Value and have been calculat ed t hrough t he st udy of equipment manuals and t he expert ise in correct ive maint enance of Apsis t echnicians. Enterprise - set of properties capable of producing revenue t hrough market ing or economic exploit at ion. It can be: real est at e (e.g. subdivision, commercial / residential buildings), real-estate based (e.g., hotel, shopping mall, theme parks), indust rial or rural. 2

79 Enterprise Value - economic value of t he company. Equity Value - economic value of t he equit y. Equivalent Construction Area const ruct ed area on which t he unit cost equivalence of corresponding const ruction is applied, according to ABNT postulates. Equivalent Depth - numerical result of t he division of a lot area by it s main proj ected front. Expertise - technical activit y performed by a professional wit h specific expert ise t o invest igat e and clarify fact s, check t he stat us of propert y, invest igat e t he causes t hat mot ivat ed a part icular event, appraise asset s, their costs, results or rights. Facilities - set of materials, systems, networks, equipment and operat ional support services for a single machine, product ion line or plant, according t o t he degree of aggregat ion. Fair Market Value - value at which an asset could have it s ownership exchanged between a potential seller and a potential buyer, when both parties have reasonable knowledge of relevant facts and neit her is under pressure t o do so. Fair Value Less Cost to Sell - value t hat can be obt ained from t he sale of an asset or cash-generat ing unit less sale expenses, in a t ransact ion bet ween knowledgeable, willing and unint erest ed part ies. FCFF (Free Cash Flow to Firm) - Free cash flow t o firm, or unlevered free cash flow. Financial Lease - t hat which subst ant ially t ransfers all t he risks and benefit s relat ed t o t he ownership of t he asset, which may or may not event ually be t ransferred. Leases t hat are not financial leases are classified as operating leases. Fixed Asset t angible asset available for use in t he product ion or supply of goods or services, in t hird-part y leasing, invest ment s, or for management purposes, expected t o be used for more t han one account ing period. Flaw - anomaly t hat affect s t he performance of product s and services, or makes t hem inadequat e t o t he purposes int ended, causing inconvenience or mat erial loss t o t he consumer. Forced Liquidation - condition on the possibility of a compulsory sale or in a shorter period t han t he average absorpt ion by t he market. Free Float - percent age of out st anding shares on t he company's t ot al capit al. Frontage - horizont al proj ect ion of t he line dividing t he propert y and t he access road; measurement of t he front of a building. Goodwill see Premium for Expect ed Fut ure Profit abilit y. Homogenization - t reat ment of observed prices by applicat ion of mat hemat ical t ransformat ions t hat express, in relat ive t erms, t he differences bet ween market dat a at t ribut es and t hose of t he propert y assessed. Homogenized Area useful or privat e area, or built wit h mat hemat ical t reat ment s for valuat ion purposes, according t o crit eria based on t he real est at e market. IAS (International Accounting Standards) - principles-based st andards, int erpret at ions and t he framework adopt ed by t he Int ernat ional Account ing St andards Board (IASB). See Int ernat ional Account ing St andards. IASB (International Accounting Standards Board) - Int ernat ional Account ing Standards Board. Standard setting body responsible for the development of Int ernat ional Financial Report ing St andards (IFRSs). Ideal Fraction - percent age owned by each of t he buyers (t enant s) of t he land and of the building s common items. IFRS (International Financial Reporting Standards) - Int ernat ional Financial Reporting Standards, a set of international accounting pronouncement s published and reviewed by t he IASB. Impairment - see Impairment losses Impairment Losses (impairment) - book value of t he asset t hat exceeds, in t he case of st ocks, its selling price less the cost t o complete it and expense of selling it; or, in the case of other assets, t heir fair value less expendit ure for sale. Income Approach valuat ion met hod for convert ing t he present value of expect ed economic benefit s. Independent Variables - variables t hat provide a logical cont ent t o t he format ion of t he value of t he propert y subj ect t o t he assessment. Indirect Production Cost - administ rat ive and financial costs, benefit s and ot her liens and charges necessary for t he product ion of goods. 3

80 Influence Point - at ypical point t hat, when removed from the sample, significantly changes t he est imat ed paramet ers or t he linear st ruct ure of t he model. Insurance - risk t ransfer guarant eed by cont ract whereby one part y undert akes, subj ect to payment of premium, to indemnify anot her for t he occurrence of casualt ies covered under t he policy. Insurance Value - value at which an insurance company assumes the risks. Except in special cases, it is not applied t o land and foundat ions. Intangible Asset - ident ifiable non-monet ary asset wit hout physical subst ance. This asset is ident ifiable when: a) it is separable, i.e., capable of being separat ed or divided from t he ent it y and sold, t ransferred, licensed, leased or exchanged, eit her alone or t oget her wit h t he relat ed contract, asset or liabilit y; b) it arises from cont ract ual or ot her legal right s, regardless of whet her t hose right s are t ransferable or separable from t he ent it y or from other right s and obligat ions.. Internal Rate of Return - discount rat e where t he present value of fut ure cash flow is equivalent t o t he cost of invest ment. International Accounting Standards (IAS) - st andards and int erpret at ions adopt ed by t he IASB. They include: Int ernat ional Financial Report ing St andards (IFRS) Int ernat ional Account ing St andards (IAS) and interpretations developed by the Int erpret at ion Commit t ee on Int ernat ional Financial Report ing Standards (IFRIC) or by t he former St anding Int erpret at ions Commit t ee (SIC). Invested Capital the sum of own capit al and third-party capital invested in a company. Third-party capital is usually related to debt with interest (short and longterm) and must be specified within t he context of t he valuat ion. Investment Property - property (land, building or building part, or both) held by the owner or lessee under t he lease, bot h t o receive payment of rent and for capital appreciat ion or bot h, ot her t han for use in t he product ion or supply of goods or services, as well as for administ rat ive purposes. Investment Value - value for a particular investor based on individual interests in t he propert y in quest ion. In t he case of business valuation, this value can be analyzed by different sit uat ions, such as t he synergy wit h ot her companies of an invest or, risk perceptions, fut ure performance and t ax planning. Key Money - amount paid by the prospective tenant for signat ure or t ransfer of t he lease cont ract, as compensat ion for t he point of sale. Key Variables - variables t hat, a priori, and t radit ionally have been import ant for t he format ion of propert y value. Levered Beta beta value reflecting the debt in capital structure. Liability - present obligat ion t hat arises from past event s, whereby it is hoped t hat t he set t lement t hereof will result in t he inflow of funds from t he ent it y embodying economic benefit s. Liquidation Value - value of a propert y offered for sale on t he market out side t he normal process, i.e. one t hat would be established if the property were offered for sale separat ely, t aking int o account t he costs involved and t he discount required for a sale in a reduced period. Liquidity - abilit y t o rapidly convert cert ain asset s int o cash or int o t he payment of a certain debt. Market Approach valuat ion met hod in which mult iple comparisons derived from t he sales price of similar asset s are adopt ed. Market Data - set of informat ion collect ed on t he market relat ed t o a part icular property. Marketing Factor - t he rat io bet ween t he market value of an asset and it s reproduct ion cost less depreciat ion or replacement cost, which may be higher or lower t han 1 (one). Market Research - set of act ivit ies for ident ificat ion, invest igat ion, collect ion, select ion, processing, analysis and int erpret at ion of result s on market data. Maximum Insurance Value - maximum value of the property for which it is recommendable t o insure it. This crit erion est ablishes t hat t he propert y whose depreciat ion is great er t han 50% should have it s Maximum Insurance Value equivalent t o t wice as much as t he Current Value; and the property whose depreciation is with less t han 50% should have it s Maximum Insurance Value equivalent to the Replacement Value. Multiple - market value of a company, share or invested capit al, divided by a valuat ion measurement of t he company (EBITDA, income, cust omer volume, et c...). Net Debt - cash and cash equivalents, net position in derivat ives, short-t erm and long-term financial debts, dividends receivable and payable, receivables and payables related to debentures, short-term and long-t erm deficits with pension 4

81 funds, provisions, and ot her credit s and obligat ions t o relat ed part ies, including subscription bonus. Non-Operating Assets - t hose not direct ly relat ed t o t he company s operat ions (may or may not generat e revenue) and t hat can be disposed of wit hout det riment t o it s business. Null hypothesis in a regression model hypot hesis in which one or a set of independent variables involved in t he regression model are not important to explain t he variat ion of t he phenomenon in relat ion t o a pre-est ablished significance level. Operating Assets asset s t hat are basic t o t he company s operat ions. Operating Lease t hat which does not subst ant ially t ransfer all t he risks and benefit s incident al t o t he ownership of t he asset. Leases t hat are not operat ing leases are classified as financial leases. Parent Company - an ent it y t hat has one or more subsidiaries. Perpetual Value - value at t he end of t he proj ect ive period t o be added on t he cash flow. Point of Sale - int angible asset t hat adds value t o commercial propert y, due t o its locat ion and expect ed commercial exploit at ion. Population - t ot al market dat a of t he segment t o be analyzed. Premium for Expected Future Profitability (goodwill) fut ure economic benefit s arising from assets not capable of being individually identified or separately recognized. Present Value - t he est imat ed present value of discount ed net cash flows in the normal course of business. Price - t he amount by which a t ransact ion is performed involving a propert y, a product or t he right t heret o. Private Area useful area plus building blocks (such as walls, pillars, et c.) and elevat or hallway (in specific cases). Property somet hing of value, subj ect t o use, or t hat may be t he obj ect of a right, which int egrat es an equit y. Qualitative Variables - variables t hat cannot be measured or count ed, only ordered or ranked, according t o at t ribut es inherent to the property (e.g., building standard, conservat ion st at us and quality of t he soil). Quantitative Variables - variables t hat can be measured or count ed (e.g., privat e area, number of bedrooms and parking spaces). Range for Real Estate Valuations range in t he vicinit y of t he point est imat or adopt ed in t he valuat ion wit hin which t o arbit rat e t he value of t he propert y, provided it is j ust ified by t he exist ence of feat ures t hat are not cont emplat ed in t he model. Re (Cost of Equity) - ret urn required by shareholders for t he capit al invest ed. Real Estate - propert y, consist ing of land and any improvement s incorporat ed t heret o. Can be classified as urban or rural, depending on it s locat ion, use or t o it s highest and best use. Recoverable Value - t he highest fair value of an asset (or cash-generat ing unit ) minus t he cost of sales compared wit h it s value in use. Rd (Cost of Debt) - a measure of t he amount paid for t he capit al earned from t hird part ies, in t he form of loans, financing, market funding, among ot hers. Reference Real Estate market dat a wit h feat ures comparable t o t he propert y assessed. Regression Model - t he model used t o represent a specific phenomenon, based on a sample, considering t he various influencing charact erist ics. Remaining Life a propert y s remaining life. Replacement Cost a property s reproduct ion cost less depreciation, with the same funct ion and feat ures comparable t o t he propert y assessed. Replacement Value for New - value based on what t he propert y would cost (usually in relation to current market prices) t o be replaced with or substituted by a new, equal or similar propert y. Reproduction Cost - expense required for t he exact duplicat ion of a propert y, regardless of any depreciat ion. 5

82 Reproduction Cost Less Depreciation a propert y s reproduct ion cost less depreciat ion, considering t he st at e it is in. Residual Value - value of new or used asset proj ect ed for a dat e limit ed t o t hat in which it becomes scrap, considering it s being in operat ion during t he period. Residual Value of an Asset est imat ed value t hat t he ent it y would obt ain at present wit h t he sale of t he asset, aft er deduct ing t he est imat ed cost s t hereof, if t he asset were already at t he expect ed age and condit ion at t he end of its useful life. Sample set of market dat a represent at ive of a populat ion. Scrap Value - market value of a propert y s reusable mat erials in disabling condit ions, wit hout t heir being used for product ion purposes. Shareholders' Equity at Market Prices - see Assets Approach. Statistical Inference - part of statistical science t hat allows drawing conclusions about t he populat ion from a sample. Subsidiary - ent it y, including t hat wit h no legal charact er, such as an associat ion, controlled by another entity (known as t he parent company). Useful Economic Life - t he period in which an asset is expect ed t o be available for use, or t he number of product ion or similar unit s expect ed t o be obt ained from t he asset by t he ent it y. Valuation act or process of det ermining t he value of an asset. Valuation Methodology - one or more approaches used in developing evaluat ive calculat ions for t he indicat ion of t he value of an asset. Value at Risk - represent at ive value of t he share of t he propert y one wishes t o insure and that may correspond to the maximum insurable value. Value in Use - value of a propert y in operat ing condit ions in it s present st at e, such as t he useful part of an indust ry, including, where relevant, t he cost s of design, packaging, t axes, freight and inst allat ion. Value Plan - t he graphic represent at ion or list ing of generic square met er values of land or of t he real est at e on t he same dat e. WACC (Weighted Average Cost of Capital) - model in which capit al cost is det ermined by t he weight ed average of t he market value of capit al st ruct ure component s (own and ot hers). Supporting Documentation - document at ion raised and provided by the client on which t he report premises are based. Survey - evidence of local event s t hrough insight ful observat ions in a propert y and of t he fact ors and condit ions t hat const it ut e or influence it. Tangible Asset - physically exist ing asset, such as land, building, machinery, equipment, furnit ure and t ools. Technical Report - detailed report or t echnical clarificat ion issued by a legally qualified and trained professional on a specific subj ect. Total Construction Area result ing from t he sum of t he real privat e area and t he common area allocat ed t o an independent unit, defined according t o ABNT. Urbanizable Land - land eligible t o receive urban infrast ruct ure works aiming at it s efficient use, by means of t he subdivision, split or implementation of a business. Useful Area real privat e area subtract ed from t he area occupied by walls and ot her building blocks that prevent or hinder it s use. 6

83 Appraisal for Corporate Restructuring Purposes Different The difference lies in a multidisciplinary, highly-qualified team, in the market for more than 30 years. We work with clients of different sizes and in different sectors of the economy. Simple We wish to simplify things for you. We are a team sized to your needs. We are resourceful, precise and to-the-point. Here you talk with those who decide. Intelligent THE DIFFERENCE IN CONSULTING Simple and Intelligent Intelligence translates itself into the capacity to quickly understand your problem and turn it into a solution, using creativity, knowledge and experience. We are a company always on the move. And ready to meet your company s needs. SERVICES Independent Appraisal Reports Technical Reports for Consolidations, Spin-offs and Mergers Asset Valuation in Investiment and Real Estate Funds Share Capital Increase IPO - Public Share Offering Net Equity at Market Price (Exchange Ratio) Alternative Dispute Resolution (ADR) Appraisal for Financial Statements (Fair Value) Business Combination - Goodwill Impairment Test Intangible Assets (Brands, Softwares and Others) Economic Lifetime, Residual Value and Replacement Value Property for Investments Purchase Price Allocation (PPA) Biological Assets Corporate Finance Business, Brand Valuation and Other Intangible Asset Valuation Mergers & Acquisitions (M&A) Fairness Opinion Investors and Opportunity Prospection Feasibility Studies Strategic Financial Modeling Performance Analysis Indicator Fixed Asset Management Inventory-taking and Accounting Reconciliation Equity Outsourcing Real Estate Appraisal Purchase & Sale / Rental Evaluation Bank Guarantee / Payment in Kind Insurance Appraisal Tax Review (Land and Property Tax / Transfer Tax) You can find more information about our services and cases at apsis.com.br

84 CLIENTS AÇÚCAR GUARANI (GRUPO TEREOS) ALIANSCE SHOPPING CENTERS ALL - AMÉRICA LATINA LOGÍSTICA AMBEV ANDRADE GUTIERREZ ANHANGUERA ARCELOR MITTAL AYESA INTERNATIONAL BANK OF AMERICA MERRILL LYNCH BHG - BRAZIL HOSPITALITY GROUP BIAM GESTÃO DE CAPITAIS BM&A - BARBOSA, MÜSSNICH & ARAGÃO ADVOGADOS BM&F BOVESPA BNDES BNY MELLON BR MALLS BR PROPERTIES BRASIL FOODS BRASKEM BRAZIL PHARMA BROOKFIELD INCORPORAÇÕES (BRASCAN) BTG PACTUAL BUNGE FERTILIZANTES CAMARGO CORRÊA CAMIL ALIMENTOS CARLYLE BRASIL CARREFOUR CASA & VIDEO CCX - EBX - IMX - LLX - MMX CEG CIELO CLARO CLUB MED COCA-COLA COMITÊ OLÍMPICO BRASILEIRO - COB CONTAX CPFL CREDICARD CSN - COMPANHIA SIDERÚRGICA NACIONAL EMBRAER EMBRATEL ENERGISA ESTÁCIO PARTICIPAÇÕES ESTALEIRO ALIANÇA ETERNIT FEMSA BRASIL FGV - FUNDAÇÃO GETÚLIO VARGAS FGV - PROJETOS FOZ DO BRASIL FRESH START BAKERIES (EUA) GAFISA GENERAL ELETRIC DO BRASIL (GE) GERDAU GETNET GOL LINHAS AÉREAS GOUVÊA VIEIRA ADVOGADOS GP INVESTIMENTOS HYPERMARCAS IDEIASNET INBRANDS IOCHPE MAXION JBS KRAFT FOODS L ORÉAL LAFARGE LAVAZZA LEADER MAGAZINE LIGHT LIQUIGÁS LOBO & IBEAS ADVOGADOS LOJAS AMERICANAS LORINVEST (LORENTZEN) MACHADO, MEYER, SENDACZ E OPICE ADVOGADOS MAGNESITA MARFRIG MATTOS FILHO ADVOGADOS MG A.A DE INVESTIMENTOS MICHELIN MULTIPLAN OI S.A. OWENS ILLINOIS AMERICA LATINA PÁTRIA INVESTIMENTOS PEIXE URBANO PETROBRAS PINHEIRO GUIMARÃES ADVOGADOS PINHEIRO NETO ADVOGADOS PONTO FRIO (VIA VAREJO S.A.) PROCTER & GAMBLE PSA PEUGEOT CITROEN QUATTOR REPSOL YPF REXAM RIO BRAVO ROTHSCHILD & SONS SHELL SHV SOUZA, CESCON ADVOGADOS TAURUS TELOS FUNDAÇÃO EMBRATEL TIM BRASIL TOTVS TRENCH, ROSSI E WATANABE ADVOGADOS ULHÔA CANTO, REZENDE E GUERRA ADVOGADOS ULTRAPAR UNIMED VEIRANO ADVOGADOS VEREMONTE VIVO VOTORANTIM W. TORRE WHEATON DO BRASIL WHITE MARTINS XP INVESTIMENTOS Rio de Janeiro Rua da Assembleia, 35-12º andar Centro Phone: +55(21) Fax: +55(21) apsis.rj@apsis.com.br São Paulo Av. Angélica, Conj. 42 Consolação Phone: +55(11) Fax: +55(11) apsis.sp@apsis.com.br

85 SCHEDULE I.6 COPY OF THE MINUTES OF THE MEETING THAT DISCUSSED THE MERGERS 18

86 TOTVS S.A. CNPJ/MF nº / NIRE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBER 19, DATE, TIME AND PLACE OF THE MEETING: Held on November 19, 2015, at 11 am, at the head offices of TOTVS S.. Company, via telephone conference, as permitted by rticle 8, caput, of the Company s ylaws. 2. CALL AND ATTENDANCE: Call formalities were waived, due to the participation of all members of the Company s oard of Directors. 3. BOARD: Chairman: Mr. Pedro Luiz Barreiros Passos; and Secretary: Mr. Ricardo Correa Helfer. 4. RESOLUTIONS: After discussing the matters, the following resolutions were taken by unanimous vote of the Directors, without restrictions or exemptions: 4.1. After analyzing the book value appraisal reports of (i) TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 6, Zip Code (CEP) , enrolled with the CNPJ/MF under No / ( PRX ; and; (ii) P2RX SOLUÇÕES EM SOFTWARE S.A., closely-held company with head office in the city of Assis, State of São Paulo, at Rua Prudente de Moraes, 654, suite 10, Zip Code (CEP) , enrolled with the CNPJ/MF under No /0001- P2RX and, jointly with PRX, Merged Companies the Appraisal Reports, to approve the execution of the protocol and justification of the mergers of the Merged Companies by the Company the Mergers (the Protocol and Justification, in the form of the document that, initialized by the oard, is filed at the Company s head office To approve the proposal of the Share Based Incentive and Retention Plan, in the form of the document that, initialized by the oard, is filed at the Company s head office Incentive Plan To acknowledge and accept the resignation of Mr. Romero Venancio Rodrigues Filho, Brazilian citizen, single, mechanical engineer and computer scientist, bearer of the Identity Card RG No SSP/SP, enrolled with the CPF/MF under No , resident and domiciled in the city of São Paulo, State of São Paulo, with office in the city of São Paulo, State of São Paulo, at Avenida Braz Leme, 1.631, 2nd floor, Zip Code (CEP) , from the position of effective member of the Company s oard of Directors, thanking him for the services rendered.

87 4.4. To approve the call of the extraordinary general shareholders meeting of the Company to deliberate on the following agenda, being the Executive Officers authorized to perform all necessary acts for such call: (a) to examine, discuss and approve the terms and conditions of the Protocol and Justification; (b) to ratify the appointment of the specialized firm, Apsis Consultoria Empresarial Ltda., as responsible for preparing the Appraisal Reports; (c) to approve the Appraisal Reports; (d) to approve the Mergers proposed on the terms of the Protocol and Justification; (e) to authorize the management of the Company to take all acts necessary for the conclusion of the Mergers; (f) to approve the Incentive Plan; and (g) to state the ratification by the Company s shareholders about the calculation methodology of the number of restricted options that the beneficiaries of the shareholders program contemplated by the plan approved on November 29, 2012, are entitled to. 5. CLOSING, DRAW-UP AND APPROVAL OF THE MINUTES: There being no further to be discussed, the meeting was ended, in relation to which these minutes were drawn-up, read, found in order, and signed by all those in attendance. São Paulo, November 19, Board: Pedro Luiz Barreiros Passos Chairman Board of Directors Members: Pedro Luiz Barreiros Passos Pedro Moreira Salles Ricardo Correa Helfer Secretary Germán Pasquale Quiroga Vilardo Laércio José de Lucena Cosentino Maria Helena dos Santos Fernandes de Santana Sérgio Foldes Guimarães Danilo Ferreira da Silva 2

88 SCHEDULE I.7 COPY OF OTHER RELEVANT DOCUMENTS 19

89 Appraisal Report AP-0743/ TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A.

90 REPORT : AP-0743/ REFERENCE DAT E: Sept ember 30 t h, 2015 APPLICANT : TOTVS S.A., hereinaft er called TOTVS. Limit ed liabilit y company, wit h head office locat ed at Av. Braz Leme, nº 1.631, Jardim São Bento, in t he Cit y and St at e of São Paulo, registered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / OBJECT : TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A., hereinaft er called PRX. Closed company, wit h head office locat ed at Rua Prudent e de Moraes, nº 654, Room 06, Cent ro, in t he Cit y of Assis, St at e of São Paulo, registered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / PURPOSE: Calculation of t he Net Equit y of PRX, at book value, for t he purposes of t he merger of PRX wit h and into TOTVS, pursuant t o sect ions 226 and 227 of Law No. 6,404/ 76 ( Brazilian Corporation Law ). Report AP-0743/

91 T ABLE OF CONT ENT S 1. INTRODUCTION PRINCIPLES AND QUALIFICATIONS LIABILITY LIMITATIONS APPRAISAL METHODOLOGY APPRAISAL OF NET EQUITY OF PRX CONCLUSION LIST OF EXHIBITS Report AP-0743/

92 1. INT RODUCT ION APSIS CONSULTORIA E AVALIAÇÕES LTDA., hereinaft er called APSIS, wit h it s head office located at Rua da Assembleia, 35, 12 nd floor, in t he Cit y and St at e of Rio de Janeiro, regist ered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / , was ret ained t o det ermine Net Equit y of PRX, at book value, for t he purpose of it s merging wit h and int o TOTVS, pursuant t o sect ions 226 and 227 of Brazilian Corporat ion Law. In order t o prepare t his report, we have used data and informat ion provided by t hird part ies, i.e., document s and verbal int erviews wit h TOTVS. Est imat es used in t his process are based on t he following document s and informat ion, among ot hers: Balance sheet of PRX, as of Sept ember 30 t h, 2015; APSIS has recent ly prepared appraisal reports for publicly-held companies, for several purposes: AMÉRICA LATINA LOGÍSTICA DO BRASIL S/ A BANCO PACTUAL S/ A CIMENTO MAUÁ S/ A ESTA - EMPRESA SANEADORA TERRITORIAL AGRÍCOLA S/ A ESTÁCIO PARTICIPAÇÕES S/ A GERDAU S/ A HOTÉIS OTHON S/ A L.R. CIA. BRAS. PRODS. HIGIENE E TOUCADOR S/ A LIGHT SERVIÇOS DE ELETRICIDADE S/ A LOJAS AMERICANAS S/ A MPX ENERGIA S/ A PETRÓLEO BRASILEIRO S/ A PETROBRAS REPSOL YPF BRASIL S/ A TAM TRANSPORTES AÉREOS MERIDIONAL S/ A ULTRAPAR PARTICIPAÇÕES S/ A The t eam responsible for preparing such report comprises t he following professionals: AMILCAR DE CASTRO Direct or Bachelor in Law ANA CRISTINA FRANÇA DE SOUZA Vice-President Civil Engineer (CREA/ RJ ) ANTONIO LUIZ FEIJÓ NICOLAU Direct or Lawyer (OAB/ RJ ) EDUARDO DE CASTRO ROSSI Direct or Elect rical Engineer (CREA/ SP ) GIANCARLO FALKENSTEIN Supervisor Administ rat or (CRA/ SP ) LUIZ PAULO CESAR SILVEIRA Vice-President Mechanical Engineer and Account ant (CREA/ RJ and CRC/ RJ / P-0) MARCIA APARECIDA DE LUCCA CALMON Direct or Account ant (CRC/ SP / O-4) MÁRCIA MOREIRA FRAZÃO DA SILVA Direct or Account ant (CRC/ RJ / O-3) RENATA POZZATO CARNEIRO MONTEIRO President Post graduat e in Law (OAB/ RJ ) SERGIO FREITAS DE SOUZA Vice-President Economist (CORECON/ RJ ) Report AP-0743/

93 2. PRINCIPLES AND QUALIFICAT IONS The following information is important and must be read carefully. The Report complies wit h t he fundament al principles described below: The consult ant s do not have any direct or indirect int erest s in t he companies involved, in t heir respective cont rolling shareholders or in t he t ransact ion, nor are t here any ot her relevant circumst ances which may charact erize a conflict of int erest s, act ual or potent ial, wit h t he companies involved, t heir respect ive cont rolling shareholders, or regarding t he minorit y shareholders, or t he t ransact ion it self. APSIS professional fees are not in any way what soever subj ect t o t he conclusions of t his Report. To t he best of t he consult ant s knowledge and credit, t he analyses, opinions, and conclusions expressed in t his report are based on data, diligence, research and surveys t hat are t rue and correct. For purposes of t his report, it was assumed t hat t he informat ion received from t hird part ies is correct ; t he sources of such informat ion are st at ed in this Report. This report presents all t he limiting condit ions, if applicable, imposed by t he adopt ed met hodologies, which may affect t he analyses, opinions and conclusions comprised herein. This report was prepared by APSIS and no one ot her t han t he consult ant s t hemselves prepared t he analyses and respective conclusions. APSIS assumes full liabilit y on t he appraised mat t er, including implicit appraisals, for t he exercise of it s honorable dut ies, primarily est ablished in t he appropriat e laws, codes or regulat ions. This Report complies wit h t he specificat ions and criteria est ablished by t he USPAP (Uniform St andards of Professional Appraisal Pract ice) and t he Int ernat ional Valuat ion Standards Council (IVSC), in addit ion t o t he requirement s imposed by various agencies and regulations, such as t he Brazilian Account ing Pract ice Commit t ee (CPC), t he Minist ry of Treasury, Brazilian Cent ral Bank, Banco do Brasil, CVM (Brazilian Securities Commission), SUSEP (Brazilian Insurance Commission), Income Tax Regulat ions (RIR), Brazilian Commit t ee of Business Appraisers (CBAN) et c. The controlling shareholders and managers of t he companies involved did not direct, rest rict, hinder or engage in any act s which have or may have compromised access t o, use, or knowledge of informat ion, asset s, document s, or work met hods applicable t o t he qualit y of t he respective conclusions cont ained herein. Report AP-0743/

94 3. LIABILIT Y LIMIT AT IONS In order t o prepare t his Report, APSIS used historic data and informat ion, audit ed by t hird-part ies or unaudit ed, provided in writ ing by t he management of PRX and TOTVS, or obt ained from t he ment ioned sources. As such, APSIS assumed t hat t he dat a and informat ion obt ained for t his Report are t rue and Apsis does not have any liabilit y wit h respect t o t heir veracit y. The scope of t his Report did not include audit ing financial st at ement s or revising t he work performed by audit ors. Therefore, APSIS is not issuing an opinion on t he financial st at ement s of PRX. We are not liable for event ual losses t o TOTVS, it s subsidiaries, shareholders, officers, credit ors or ot her part ies as a result of t he use of dat a and informat ion provided by t he companies and cont ained herein. Our work was developed solely for use by TOTVS, it s shareholders and any ot her ent it ies or persons involved in t he t ransaction. Report AP-0743/

95 4. APPRAISAL MET HODOLOGY Analysis of t he previously ment ioned supporting document, aiming at verifying whet her bookkeeping was accurat ely conduct ed and in compliance wit h t he legal, regulat ory, normat ive and st at ut ory disposals which govern t he mat t er, according to t he Generally Accept ed Accounting Principles and Conventions in Brazil. We examined t he account ing books of PRX, as well as all ot her document s required t o prepare t his report, which was prepared based on PRX balance sheet as of Sept ember 30 t h, 2015 (Exhibit 1). The expert s concluded t hat t he asset s and liabilities of PRX have been duly account ed. Report AP-0743/

96 5. APPRAISAL OF NET EQUIT Y OF PRX We examined t he account ing books of PRX as well as all ot her document s required for the preparat ion of t his report. The expert s concluded t hat t he book value of PRX Net Equit y, as of Sept ember 30 t h, 2015, for purpose of t he merger of PRX wit h and int o TOTVS, is equivalent t o R$ 3,106, (t hree million, hundred and six t housand, five hundred eight -four reais and ninet y four cent avos), as shown in t he t able t o t he right. TOTVS SOLUÇÕES EM AGROINDÚSTRIA S.A. FINANCIAL STATEMENTS BALANCES ON BALANCE SHEET (in R$ ) 09/30/2015 CURRENT ASSTES 3,794, Cash and Cash Equivalents 516, Accounts Receivables 3,387, Provision for doubtf ul accounts (736,818.17) Recoverable Taxes 611, Other assets 15, NON CURRENT ASSETS 403, LONG TERM ASSETS 13, Other assets 13, INVESTMENTS - PROPERTY, PLANT AND EQUIPMENTS 157, INTANGIBLE 232, TOTAL ASSETS 4,197, CURRENT LIABILITIES 1,091, Social and Labor obligat ions 777, Suppliers 156, Fiscal Obligations 99, Comissions to pay 57, Other liabilities NON CURRENT LIABILITIES - LONG TERM LIABILITIES - NET EQUITY 3,106, TOTAL LIABILITY 4,197, Report AP-0743/

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

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

99 EXHIBIT 1

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

101 EXHIBIT 2

102 Glossary ABL Gross Leasable Area ABNT (Associação Brasileira de Normas Técnicas) Brazilian Technical St andards Association. Allocated Codes serial number (grades or weight s) t o different iat e t he qualit y feat ures of propert ies. Allotment - subdivision of a t ract of land int o lot s for buildings wit h t he opening of new t horoughfares, or t he ext ension, modificat ion or expansion of exist ing ones. Amortization syst emat ic allocat ion of t he depreciable value of an asset over it s useful life. Apparent Age - est imat ed age of a propert y according t o it s charact erist ics and conservat ion st at us at t he t ime of inspect ion. Asset a resource controlled by t he ent it y as a result of past event s from which fut ure economic benefit s are expect ed for t he ent it y. Asset Approach valuat ion of companies where all asset s (including t hose not account ed for) have t heir values adj ust ed t o t he market. Also known as market net equit y. Base Date - specific dat e (day, mont h and year) of applicat ion of t he assessment value. Basic Infrastructure urban rainwat er drainage equipment, st reet light ing, sewage system, drinking water, public and home elect ricit y supply and access rout es. BDI (Budget Difference Income) a percent age t hat indicat es t he benefit s and overhead cost s applied t o t he direct cost of const ruct ion. Best Use of the Property - t he most economically appropriat e use of a cert ain propert y according t o it s charact eristics and surroundings, respect ing legal limit at ions. Beta a syst emat ic risk measure of a share; price t rend of a particular share t o be correlat ed wit h changes in a given index. Book Value - t he value at which an asset or liabilit y is recognized on t he balance sheet. Building Standard - t he quality of t he improvement s according t o t he specificat ions of design, materials, workmanship and performance effect ively used in const ruct ion. Business Combination - union of separat e ent it ies or businesses producing financial st at ement s of a single report ing ent it y. Transact ion or ot her event by which an acquirer obt ains cont rol of one or more businesses, regardless of t he legal form of operat ion. Business Risk - uncert aint y of realizat ion of expect ed fut ure ret urns of t he business result ing from fact ors other t han financial leverage. CAPEX (Capital Expenditure) fixed asset investments. Capitalization - conversion of a simple period of economic benefit s int o value. CAPM (Capital Asset Pricing Model) model in which t he capit al cost for any share or lot of shares equals t he risk free rate plus risk premium provided by the syst emat ic risk of t he share or lot of shares under invest igat ion. Generally used t o calculat e t he Cost of Equit y or t he Cost of Shareholder Capit al. Capitalization Rate - any divisor used t o convert economic benefit s int o value in a single period. Capital Structure - composit ion of a company s invested capit al, bet ween own capital (equity) and third-party capital (debt). Cash Flow - cash generat ed by an asset, group of asset s or business during a given period of t ime. Usually t he t erm is supplement ed by a qualificat ion referring t o t he cont ext (operat ing, non-operat ing, et c...). Cash Flow on Invested Capital - cash flow generated by the company to be revert ed t o lenders (int erest and amort izat ions) and shareholders (dividends) aft er considerat ion of cost and operat ing expenses and capit al invest ment s. Cash-Generating Unit - smallest identifiable group of assets generating cash inflows t hat are largely independent on input s generated by other asset s or groups of assets. 1

103 Casualty - an event t hat causes financial loss. Company commercial or indust rial ent it y, service provider or invest ment ent it y holding economic act ivit ies. Conservation Status - physical st at us of an asset as a result of it s maint enance. Control - power t o direct t he st rat egic policy and administrative management of a company. Control Premium value or percent age of t he pro-rat a value of a lot of controlling shares over t he pro-rat a value of non-controlling shares, which reflect t he control power. Cost - the tot al direct and indirect costs necessary for product ion, maint enance or acquisit ion of an asset at a part icular t ime and sit uat ion. Cost of Capital - Expect ed rat e of ret urn required by t he market as an at t ract ion t o cert ain invest ment funds. CPC (Comitê de Pronunciamentos Contábeis) - Account ing Pronouncement s Committee. Current Value value replacement wit h a new value depreciat ed as a result of t he physical st at e t he propert y is in. CVM - Securit ies and Exchange Commission. Damage - damage caused to others by the occurrence of flaws, defect s, accident s and crimes, among ot hers. Data Treatment - applicat ion of operat ions t o express, in relative t erms, the at t ribut e differences bet ween t he market data and data of the property being assessed. Date of Issue - closing dat e of t he valuat ion report, when conclusions are conveyed t o t he client. DCF (Discounted Cash Flow) - discounted cash flow. D & A - depreciation and amortization. Dependent Variable - variable to be explained by the independent ones. Depreciable Value - cost of the asset, or other amount that substitut es such cost (financial st at ement s), less it s residual value. Depreciation - syst emat ic allocat ion of t he depreciable value of an asset during it s useful life. Dichotomous Variable - variable t hat assumes only t wo values. Direct Production Cost - spending on input s, including labor, in t he product ion of goods. Discount for Lack of Control - value or percentage deducted from the pro-rata value of 100% of the value of a company that reflects the absence of part or all of the cont rol. Discount for Lack of Liquidity - value or percent age deduct ed from t he pro-rat a value of 100% of the value of a company that reflects the lack of liquidity. Discount Rate - any divisor used t o convert a flow of fut ure economic benefit s int o present value. Drivers - value drivers or key variables. EBIT (Earnings before Interest and Taxes) - earnings before interest and t axes. EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) - earnings before int erest, t axes, depreciat ion and amort izat ion. Economic Benefits benefit s such as revenue, net profit, net cash flow, et c. Efficient Use t hat which is recommendable and t echnically possible for t he locat ion on a reference dat e, among t he various uses permit t ed by t he applicable law, observing surrounding market ing t rends. Electrical Damage Value - est imat ed cost of t he repair or replacement of part s, when t he propert y suffers elect rical damage. Values are tabulat ed in percent ages of t he Replacement Value and have been calculat ed t hrough t he st udy of equipment manuals and t he expert ise in correct ive maint enance of Apsis t echnicians. Enterprise - set of properties capable of producing revenue t hrough market ing or economic exploit at ion. It can be: real est at e (e.g. subdivision, commercial / residential buildings), real-estate based (e.g., hotel, shopping mall, theme parks), indust rial or rural. 2

104 Enterprise Value - economic value of t he company. Equity Value - economic value of t he equit y. Equivalent Construction Area const ruct ed area on which t he unit cost equivalence of corresponding const ruction is applied, according to ABNT postulates. Equivalent Depth - numerical result of t he division of a lot area by it s main proj ected front. Expertise - technical activit y performed by a professional wit h specific expert ise t o invest igat e and clarify fact s, check t he stat us of propert y, invest igat e t he causes t hat mot ivat ed a part icular event, appraise asset s, their costs, results or rights. Facilities - set of materials, systems, networks, equipment and operat ional support services for a single machine, product ion line or plant, according t o t he degree of aggregat ion. Fair Market Value - value at which an asset could have it s ownership exchanged between a potential seller and a potential buyer, when both parties have reasonable knowledge of relevant facts and neit her is under pressure t o do so. Fair Value Less Cost to Sell - value t hat can be obt ained from t he sale of an asset or cash-generat ing unit less sale expenses, in a t ransact ion bet ween knowledgeable, willing and unint erest ed part ies. FCFF (Free Cash Flow to Firm) - Free cash flow t o firm, or unlevered free cash flow. Financial Lease - t hat which subst ant ially t ransfers all t he risks and benefit s relat ed t o t he ownership of t he asset, which may or may not event ually be t ransferred. Leases t hat are not financial leases are classified as operating leases. Fixed Asset t angible asset available for use in t he product ion or supply of goods or services, in t hird-part y leasing, invest ment s, or for management purposes, expected t o be used for more t han one account ing period. Flaw - anomaly t hat affect s t he performance of product s and services, or makes t hem inadequat e t o t he purposes int ended, causing inconvenience or mat erial loss t o t he consumer. Forced Liquidation - condition on the possibility of a compulsory sale or in a shorter period t han t he average absorpt ion by t he market. Free Float - percent age of out st anding shares on t he company's t ot al capit al. Frontage - horizont al proj ect ion of t he line dividing t he propert y and t he access road; measurement of t he front of a building. Goodwill see Premium for Expect ed Fut ure Profit abilit y. Homogenization - t reat ment of observed prices by applicat ion of mat hemat ical t ransformat ions t hat express, in relat ive t erms, t he differences bet ween market dat a at t ribut es and t hose of t he propert y assessed. Homogenized Area useful or privat e area, or built wit h mat hemat ical t reat ment s for valuat ion purposes, according t o crit eria based on t he real est at e market. IAS (International Accounting Standards) - principles-based st andards, int erpret at ions and t he framework adopt ed by t he Int ernat ional Account ing St andards Board (IASB). See Int ernat ional Account ing St andards. IASB (International Accounting Standards Board) - Int ernat ional Account ing Standards Board. Standard setting body responsible for the development of Int ernat ional Financial Report ing St andards (IFRSs). Ideal Fraction - percent age owned by each of t he buyers (t enant s) of t he land and of the building s common items. IFRS (International Financial Reporting Standards) - Int ernat ional Financial Reporting Standards, a set of international accounting pronouncement s published and reviewed by t he IASB. Impairment - see Impairment losses Impairment Losses (impairment) - book value of t he asset t hat exceeds, in t he case of st ocks, its selling price less the cost t o complete it and expense of selling it; or, in the case of other assets, t heir fair value less expendit ure for sale. Income Approach valuat ion met hod for convert ing t he present value of expect ed economic benefit s. Independent Variables - variables t hat provide a logical cont ent t o t he format ion of t he value of t he propert y subj ect t o t he assessment. Indirect Production Cost - administ rat ive and financial costs, benefit s and ot her liens and charges necessary for t he product ion of goods. 3

105 Influence Point - at ypical point t hat, when removed from the sample, significantly changes t he est imat ed paramet ers or t he linear st ruct ure of t he model. Insurance - risk t ransfer guarant eed by cont ract whereby one part y undert akes, subj ect to payment of premium, to indemnify anot her for t he occurrence of casualt ies covered under t he policy. Insurance Value - value at which an insurance company assumes the risks. Except in special cases, it is not applied t o land and foundat ions. Intangible Asset - ident ifiable non-monet ary asset wit hout physical subst ance. This asset is ident ifiable when: a) it is separable, i.e., capable of being separat ed or divided from t he ent it y and sold, t ransferred, licensed, leased or exchanged, eit her alone or t oget her wit h t he relat ed contract, asset or liabilit y; b) it arises from cont ract ual or ot her legal right s, regardless of whet her t hose right s are t ransferable or separable from t he ent it y or from other right s and obligat ions.. Internal Rate of Return - discount rat e where t he present value of fut ure cash flow is equivalent t o t he cost of invest ment. International Accounting Standards (IAS) - st andards and int erpret at ions adopt ed by t he IASB. They include: Int ernat ional Financial Report ing St andards (IFRS) Int ernat ional Account ing St andards (IAS) and interpretations developed by the Int erpret at ion Commit t ee on Int ernat ional Financial Report ing Standards (IFRIC) or by t he former St anding Int erpret at ions Commit t ee (SIC). Invested Capital the sum of own capit al and third-party capital invested in a company. Third-party capital is usually related to debt with interest (short and longterm) and must be specified within t he context of t he valuat ion. Investment Property - property (land, building or building part, or both) held by the owner or lessee under t he lease, bot h t o receive payment of rent and for capital appreciat ion or bot h, ot her t han for use in t he product ion or supply of goods or services, as well as for administ rat ive purposes. Investment Value - value for a particular investor based on individual interests in t he propert y in quest ion. In t he case of business valuation, this value can be analyzed by different sit uat ions, such as t he synergy wit h ot her companies of an invest or, risk perceptions, fut ure performance and t ax planning. Key Money - amount paid by the prospective tenant for signat ure or t ransfer of t he lease cont ract, as compensat ion for t he point of sale. Key Variables - variables t hat, a priori, and t radit ionally have been import ant for t he format ion of propert y value. Levered Beta beta value reflecting the debt in capital structure. Liability - present obligat ion t hat arises from past event s, whereby it is hoped t hat t he set t lement t hereof will result in t he inflow of funds from t he ent it y embodying economic benefit s. Liquidation Value - value of a propert y offered for sale on t he market out side t he normal process, i.e. one t hat would be established if the property were offered for sale separat ely, t aking int o account t he costs involved and t he discount required for a sale in a reduced period. Liquidity - abilit y t o rapidly convert cert ain asset s int o cash or int o t he payment of a certain debt. Market Approach valuat ion met hod in which mult iple comparisons derived from t he sales price of similar asset s are adopt ed. Market Data - set of informat ion collect ed on t he market relat ed t o a part icular property. Marketing Factor - t he rat io bet ween t he market value of an asset and it s reproduct ion cost less depreciat ion or replacement cost, which may be higher or lower t han 1 (one). Market Research - set of act ivit ies for ident ificat ion, invest igat ion, collect ion, select ion, processing, analysis and int erpret at ion of result s on market data. Maximum Insurance Value - maximum value of the property for which it is recommendable t o insure it. This crit erion est ablishes t hat t he propert y whose depreciat ion is great er t han 50% should have it s Maximum Insurance Value equivalent t o t wice as much as t he Current Value; and the property whose depreciation is with less t han 50% should have it s Maximum Insurance Value equivalent to the Replacement Value. Multiple - market value of a company, share or invested capit al, divided by a valuat ion measurement of t he company (EBITDA, income, cust omer volume, et c...). Net Debt - cash and cash equivalents, net position in derivat ives, short-t erm and long-term financial debts, dividends receivable and payable, receivables and payables related to debentures, short-term and long-t erm deficits with pension 4

106 funds, provisions, and ot her credit s and obligat ions t o relat ed part ies, including subscription bonus. Non-Operating Assets - t hose not direct ly relat ed t o t he company s operat ions (may or may not generat e revenue) and t hat can be disposed of wit hout det riment t o it s business. Null hypothesis in a regression model hypot hesis in which one or a set of independent variables involved in t he regression model are not important to explain t he variat ion of t he phenomenon in relat ion t o a pre-est ablished significance level. Operating Assets asset s t hat are basic t o t he company s operat ions. Operating Lease t hat which does not subst ant ially t ransfer all t he risks and benefit s incident al t o t he ownership of t he asset. Leases t hat are not operat ing leases are classified as financial leases. Parent Company - an ent it y t hat has one or more subsidiaries. Perpetual Value - value at t he end of t he proj ect ive period t o be added on t he cash flow. Point of Sale - int angible asset t hat adds value t o commercial propert y, due t o its locat ion and expect ed commercial exploit at ion. Population - t ot al market dat a of t he segment t o be analyzed. Premium for Expected Future Profitability (goodwill) fut ure economic benefit s arising from assets not capable of being individually identified or separately recognized. Present Value - t he est imat ed present value of discount ed net cash flows in the normal course of business. Price - t he amount by which a t ransact ion is performed involving a propert y, a product or t he right t heret o. Private Area useful area plus building blocks (such as walls, pillars, et c.) and elevat or hallway (in specific cases). Property somet hing of value, subj ect t o use, or t hat may be t he obj ect of a right, which int egrat es an equit y. Qualitative Variables - variables t hat cannot be measured or count ed, only ordered or ranked, according t o at t ribut es inherent to the property (e.g., building standard, conservat ion st at us and quality of t he soil). Quantitative Variables - variables t hat can be measured or count ed (e.g., privat e area, number of bedrooms and parking spaces). Range for Real Estate Valuations range in t he vicinit y of t he point est imat or adopt ed in t he valuat ion wit hin which t o arbit rat e t he value of t he propert y, provided it is j ust ified by t he exist ence of feat ures t hat are not cont emplat ed in t he model. Re (Cost of Equity) - ret urn required by shareholders for t he capit al invest ed. Real Estate - propert y, consist ing of land and any improvement s incorporat ed t heret o. Can be classified as urban or rural, depending on it s locat ion, use or t o it s highest and best use. Recoverable Value - t he highest fair value of an asset (or cash-generat ing unit ) minus t he cost of sales compared wit h it s value in use. Rd (Cost of Debt) - a measure of t he amount paid for t he capit al earned from t hird part ies, in t he form of loans, financing, market funding, among ot hers. Reference Real Estate market dat a wit h feat ures comparable t o t he propert y assessed. Regression Model - t he model used t o represent a specific phenomenon, based on a sample, considering t he various influencing charact erist ics. Remaining Life a propert y s remaining life. Replacement Cost a property s reproduct ion cost less depreciation, with the same funct ion and feat ures comparable t o t he propert y assessed. Replacement Value for New - value based on what t he propert y would cost (usually in relation to current market prices) t o be replaced with or substituted by a new, equal or similar propert y. Reproduction Cost - expense required for t he exact duplicat ion of a propert y, regardless of any depreciat ion. 5

107 Reproduction Cost Less Depreciation a propert y s reproduct ion cost less depreciat ion, considering t he st at e it is in. Residual Value - value of new or used asset proj ect ed for a dat e limit ed t o t hat in which it becomes scrap, considering it s being in operat ion during t he period. Residual Value of an Asset est imat ed value t hat t he ent it y would obt ain at present wit h t he sale of t he asset, aft er deduct ing t he est imat ed cost s t hereof, if t he asset were already at t he expect ed age and condit ion at t he end of its useful life. Sample set of market dat a represent at ive of a populat ion. Scrap Value - market value of a propert y s reusable mat erials in disabling condit ions, wit hout t heir being used for product ion purposes. Shareholders' Equity at Market Prices - see Assets Approach. Statistical Inference - part of statistical science t hat allows drawing conclusions about t he populat ion from a sample. Subsidiary - ent it y, including t hat wit h no legal charact er, such as an associat ion, controlled by another entity (known as t he parent company). Useful Economic Life - t he period in which an asset is expect ed t o be available for use, or t he number of product ion or similar unit s expect ed t o be obt ained from t he asset by t he ent it y. Valuation act or process of det ermining t he value of an asset. Valuation Methodology - one or more approaches used in developing evaluat ive calculat ions for t he indicat ion of t he value of an asset. Value at Risk - represent at ive value of t he share of t he propert y one wishes t o insure and that may correspond to the maximum insurable value. Value in Use - value of a propert y in operat ing condit ions in it s present st at e, such as t he useful part of an indust ry, including, where relevant, t he cost s of design, packaging, t axes, freight and inst allat ion. Value Plan - t he graphic represent at ion or list ing of generic square met er values of land or of t he real est at e on t he same dat e. WACC (Weighted Average Cost of Capital) - model in which capit al cost is det ermined by t he weight ed average of t he market value of capit al st ruct ure component s (own and ot hers). Supporting Documentation - document at ion raised and provided by the client on which t he report premises are based. Survey - evidence of local event s t hrough insight ful observat ions in a propert y and of t he fact ors and condit ions t hat const it ut e or influence it. Tangible Asset - physically exist ing asset, such as land, building, machinery, equipment, furnit ure and t ools. Technical Report - detailed report or t echnical clarificat ion issued by a legally qualified and trained professional on a specific subj ect. Total Construction Area result ing from t he sum of t he real privat e area and t he common area allocat ed t o an independent unit, defined according t o ABNT. Urbanizable Land - land eligible t o receive urban infrast ruct ure works aiming at it s efficient use, by means of t he subdivision, split or implementation of a business. Useful Area real privat e area subtract ed from t he area occupied by walls and ot her building blocks that prevent or hinder it s use. 6

108 Appraisal for Corporate Restructuring Purposes Different The difference lies in a multidisciplinary, highly-qualified team, in the market for more than 30 years. We work with clients of different sizes and in different sectors of the economy. Simple We wish to simplify things for you. We are a team sized to your needs. We are resourceful, precise and to-the-point. Here you talk with those who decide. Intelligent THE DIFFERENCE IN CONSULTING Simple and Intelligent Intelligence translates itself into the capacity to quickly understand your problem and turn it into a solution, using creativity, knowledge and experience. We are a company always on the move. And ready to meet your company s needs. SERVICES Independent Appraisal Reports Technical Reports for Consolidations, Spin-offs and Mergers Asset Valuation in Investiment and Real Estate Funds Share Capital Increase IPO - Public Share Offering Net Equity at Market Price (Exchange Ratio) Alternative Dispute Resolution (ADR) Appraisal for Financial Statements (Fair Value) Business Combination - Goodwill Impairment Test Intangible Assets (Brands, Softwares and Others) Economic Lifetime, Residual Value and Replacement Value Property for Investments Purchase Price Allocation (PPA) Biological Assets Corporate Finance Business, Brand Valuation and Other Intangible Asset Valuation Mergers & Acquisitions (M&A) Fairness Opinion Investors and Opportunity Prospection Feasibility Studies Strategic Financial Modeling Performance Analysis Indicator Fixed Asset Management Inventory-taking and Accounting Reconciliation Equity Outsourcing Real Estate Appraisal Purchase & Sale / Rental Evaluation Bank Guarantee / Payment in Kind Insurance Appraisal Tax Review (Land and Property Tax / Transfer Tax) You can find more information about our services and cases at apsis.com.br

109 CLIENTS AÇÚCAR GUARANI (GRUPO TEREOS) ALIANSCE SHOPPING CENTERS ALL - AMÉRICA LATINA LOGÍSTICA AMBEV ANDRADE GUTIERREZ ANHANGUERA ARCELOR MITTAL AYESA INTERNATIONAL BANK OF AMERICA MERRILL LYNCH BHG - BRAZIL HOSPITALITY GROUP BIAM GESTÃO DE CAPITAIS BM&A - BARBOSA, MÜSSNICH & ARAGÃO ADVOGADOS BM&F BOVESPA BNDES BNY MELLON BR MALLS BR PROPERTIES BRASIL FOODS BRASKEM BRAZIL PHARMA BROOKFIELD INCORPORAÇÕES (BRASCAN) BTG PACTUAL BUNGE FERTILIZANTES CAMARGO CORRÊA CAMIL ALIMENTOS CARLYLE BRASIL CARREFOUR CASA & VIDEO CCX - EBX - IMX - LLX - MMX CEG CIELO CLARO CLUB MED COCA-COLA COMITÊ OLÍMPICO BRASILEIRO - COB CONTAX CPFL CREDICARD CSN - COMPANHIA SIDERÚRGICA NACIONAL EMBRAER EMBRATEL ENERGISA ESTÁCIO PARTICIPAÇÕES ESTALEIRO ALIANÇA ETERNIT FEMSA BRASIL FGV - FUNDAÇÃO GETÚLIO VARGAS FGV - PROJETOS FOZ DO BRASIL FRESH START BAKERIES (EUA) GAFISA GENERAL ELETRIC DO BRASIL (GE) GERDAU GETNET GOL LINHAS AÉREAS GOUVÊA VIEIRA ADVOGADOS GP INVESTIMENTOS HYPERMARCAS IDEIASNET INBRANDS IOCHPE MAXION JBS KRAFT FOODS L ORÉAL LAFARGE LAVAZZA LEADER MAGAZINE LIGHT LIQUIGÁS LOBO & IBEAS ADVOGADOS LOJAS AMERICANAS LORINVEST (LORENTZEN) MACHADO, MEYER, SENDACZ E OPICE ADVOGADOS MAGNESITA MARFRIG MATTOS FILHO ADVOGADOS MG A.A DE INVESTIMENTOS MICHELIN MULTIPLAN OI S.A. OWENS ILLINOIS AMERICA LATINA PÁTRIA INVESTIMENTOS PEIXE URBANO PETROBRAS PINHEIRO GUIMARÃES ADVOGADOS PINHEIRO NETO ADVOGADOS PONTO FRIO (VIA VAREJO S.A.) PROCTER & GAMBLE PSA PEUGEOT CITROEN QUATTOR REPSOL YPF REXAM RIO BRAVO ROTHSCHILD & SONS SHELL SHV SOUZA, CESCON ADVOGADOS TAURUS TELOS FUNDAÇÃO EMBRATEL TIM BRASIL TOTVS TRENCH, ROSSI E WATANABE ADVOGADOS ULHÔA CANTO, REZENDE E GUERRA ADVOGADOS ULTRAPAR UNIMED VEIRANO ADVOGADOS VEREMONTE VIVO VOTORANTIM W. TORRE WHEATON DO BRASIL WHITE MARTINS XP INVESTIMENTOS Rio de Janeiro Rua da Assembleia, 35-12º andar Centro Phone: +55(21) Fax: +55(21) apsis.rj@apsis.com.br São Paulo Av. Angélica, Conj. 42 Consolação Phone: +55(11) Fax: +55(11) apsis.sp@apsis.com.br

110 Appraisal Report AP-0743/ P2RX SOLUÇÕES EM SOFTWARE S.A.

111 REPORT : AP-0743/ REFERENCE DAT E: Sept ember 30 t h, 2015 APPLICANT : TOTVS S.A., hereinaft er called TOTVS. Limit ed liabilit y company, wit h head office locat ed at Av. Braz Leme, nº 1.631, Jardim São Bento, in t he Cit y and St at e of São Paulo, registered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / OBJECT : P2RX SOLUÇÕES EM SOFTWARE S.A., hereinaft er called P2RX. Closed company, wit h head office locat ed at Rua Prudent e de Moraes, nº 654, Room 06, Cent ro, in t he Cit y of Assis, St at e of São Paulo, registered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / PURPOSE: Calculation of t he Net Equit y of P2RX, at book value, for t he purposes of t he merger of P2RX wit h and int o TOTVS, pursuant t o sect ions 226 and 227 of Law No. 6,404/ 76 ( Brazilian Corporation Law ). Report AP-0743/

112 T ABLE OF CONT ENT S 1. INTRODUCTION PRINCIPLES AND QUALIFICATIONS LIABILITY LIMITATIONS APPRAISAL METHODOLOGY APPRAISAL OF NET EQUITY OF PRX CONCLUSION LIST OF EXHIBITS Report AP-0743/

113 1. INT RODUCT ION APSIS CONSULTORIA E AVALIAÇÕES LTDA., hereinaft er called APSIS, wit h it s head office located at Rua da Assembleia, 35, 12 nd floor, in t he Cit y and St at e of Rio de Janeiro, regist ered wit h t he Brazilian Taxpayers Regist ry (CNPJ) under No / , was ret ained t o det ermine Net Equit y of P2RX, at book value, for t he purpose of it s merging wit h and int o TOTVS, pursuant t o sect ions 226 and 227 of Brazilian Corporat ion Law. In order t o prepare t his report, we have used data and informat ion provided by t hird part ies, i.e., document s and verbal int erviews wit h TOTVS. Est imat es used in t his process are based on t he following document s and informat ion, among ot hers: Balance sheet of P2RX, as of Sept ember 30 t h, APSIS has recent ly prepared appraisal reports for publicly-held companies, for several purposes: AMÉRICA LATINA LOGÍSTICA DO BRASIL S/ A BANCO PACTUAL S/ A CIMENTO MAUÁ S/ A ESTA - EMPRESA SANEADORA TERRITORIAL AGRÍCOLA S/ A ESTÁCIO PARTICIPAÇÕES S/ A GERDAU S/ A HOTÉIS OTHON S/ A L.R. CIA. BRAS. PRODS. HIGIENE E TOUCADOR S/ A LIGHT SERVIÇOS DE ELETRICIDADE S/ A LOJAS AMERICANAS S/ A MPX ENERGIA S/ A PETRÓLEO BRASILEIRO S/ A PETROBRAS REPSOL YPF BRASIL S/ A TAM TRANSPORTES AÉREOS MERIDIONAL S/ A ULTRAPAR PARTICIPAÇÕES S/ A The t eam responsible for preparing such report comprises t he following professionals: AMILCAR DE CASTRO Direct or Bachelor in Law ANA CRISTINA FRANÇA DE SOUZA Vice-President Civil Engineer (CREA/ RJ ) ANTONIO LUIZ FEIJÓ NICOLAU Direct or Lawyer (OAB/ RJ ) EDUARDO DE CASTRO ROSSI Direct or Elect rical Engineer (CREA/ SP ) GIANCARLO FALKENSTEIN Supervisor Administ rat or (CRA/ SP ) LUIZ PAULO CESAR SILVEIRA Vice-President Mechanical Engineer and Account ant (CREA/ RJ and CRC/ RJ / P-0) MARCIA APARECIDA DE LUCCA CALMON Direct or Account ant (CRC/ SP / O-4) MÁRCIA MOREIRA FRAZÃO DA SILVA Direct or Account ant (CRC/ RJ / O-3) RENATA POZZATO CARNEIRO MONTEIRO President Post graduat e in Law (OAB/ RJ ) SERGIO FREITAS DE SOUZA Vice-President Economist (CORECON/ RJ ) Report AP-0743/

114 2. PRINCIPLES AND QUALIFICAT IONS The following information is important and must be read carefully. The Report complies wit h t he fundament al principles described below: The consult ant s do not have any direct or indirect int erest s in t he companies involved, in t heir respective cont rolling shareholders or in t he t ransact ion, nor are t here any ot her relevant circumst ances which may charact erize a conflict of int erest s, act ual or potent ial, wit h t he companies involved, t heir respect ive cont rolling shareholders, or regarding t he minorit y shareholders, or t he t ransact ion it self. APSIS professional fees are not in any way what soever subj ect t o t he conclusions of t his Report. To t he best of t he consult ant s knowledge and credit, t he analyses, opinions, and conclusions expressed in t his report are based on data, diligence, research and surveys t hat are t rue and correct. For purposes of t his report, it was assumed t hat t he informat ion received from t hird part ies is correct ; t he sources of such informat ion are st at ed in this Report. This report presents all t he limiting condit ions, if applicable, imposed by t he adopt ed met hodologies, which may affect t he analyses, opinions and conclusions comprised herein. This report was prepared by APSIS and no one ot her t han t he consult ant s t hemselves prepared t he analyses and respective conclusions. APSIS assumes full liabilit y on t he appraised mat t er, including implicit appraisals, for t he exercise of it s honorable dut ies, primarily est ablished in t he appropriat e laws, codes or regulat ions. This Report complies wit h t he specificat ions and criteria est ablished by t he USPAP (Uniform St andards of Professional Appraisal Pract ice) and t he Int ernat ional Valuat ion Standards Council (IVSC), in addit ion t o t he requirement s imposed by various agencies and regulations, such as t he Brazilian Account ing Pract ice Commit t ee (CPC), t he Minist ry of Treasury, Brazilian Cent ral Bank, Banco do Brasil, CVM (Brazilian Securities Commission), SUSEP (Brazilian Insurance Commission), Income Tax Regulat ions (RIR), Brazilian Commit t ee of Business Appraisers (CBAN) et c. The controlling shareholders and managers of t he companies involved did not direct, rest rict, hinder or engage in any act s which have or may have compromised access t o, use, or knowledge of informat ion, asset s, document s, or work met hods applicable t o t he qualit y of t he respective conclusions cont ained herein. Report AP-0743/

115 3. LIABILIT Y LIMIT AT IONS In order t o prepare t his Report, APSIS used historic data and informat ion, audit ed by t hird-part ies or unaudit ed, provided in writ ing by t he management of P2RX and TOTVS, or obt ained from t he ment ioned sources. As such, APSIS assumed t hat t he dat a and informat ion obt ained for t his Report are t rue and Apsis does not have any liabilit y wit h respect t o t heir veracit y. The scope of t his Report did not include audit ing financial st at ement s or revising t he work performed by audit ors. Therefore, APSIS is not issuing an opinion on t he financial st at ement s of P2RX. We are not liable for event ual losses t o TOTVS, it s subsidiaries, shareholders, officers, credit ors or ot her part ies as a result of t he use of dat a and informat ion provided by t he companies and cont ained herein. Our work was developed solely for use by TOTVS, it s shareholders and any ot her ent it ies or persons involved in t he t ransaction. Report AP-0743/

116 4. APPRAISAL MET HODOLOGY Analysis of t he previously ment ioned supporting document, aiming at verifying whet her bookkeeping was accurat ely conduct ed and in compliance wit h t he legal, regulat ory, normat ive and st at ut ory disposals which govern t he mat t er, according to t he Generally Accept ed Accounting Principles and Conventions in Brazil. We examined t he accounting books of P2RX, as well as all ot her documents required t o prepare t his report, which was prepared based on P2RX s balance sheet as of Sept ember 30 t h, 2015 (Exhibit 1). The experts concluded t hat t he asset s and liabilit ies of P2RX have been duly account ed. Report AP-0743/

117 5. APPRAISAL OF NET EQUIT Y OF PRX We examined t he account ing books of PRX as well as all ot her document s required for the preparat ion of t his report. The expert s concluded t hat t he book value of P2RX s Net Equit y, as of Sept ember 30 st, 2015, for purpose of t he merger of P2RX wit h and int o TOTVS, is equivalent t o R$ 209, (t wo hundred and nine t housand, eight y-one reais and fift y-five cent avos) negat ive, as shown in the t able t o t he right. P2RX SOLUÇÕES EM SOFTWARE S.A. FINANCIAL STATEMENTS BALANCES ON BALANCE SHEET (in R$ ) 09/30/2015 CURRENT ASSETS 384, Cash and Cash Equivalents 54, Accounts Receivables 53, Recoverable taxes 275, Other assets NON CURRENT ASSETS 3, LONG TERM ASSETS - INVESTMENTS - PROPERTY, PLANT AND EQUIPMENTS 3, INTANGIBLE - TOTAL ASSETS 387, CURRENT LIABILITIES 596, Social and Labor obligat ions 508, Suppliers 66, Fiscal obligations 21, NON CURRENT LIABILITIES - LONG TERM LIABILITIES - NET EQUITY (209,081.55) TOTAL LIABILITY 387, Report AP-0743/

118 6. CONCLUSION In light of the analyses of the previously mentioned document s and based on studies conducted by APSIS, the experts conclude that the Net Equity value of PRX, at book value, on September 30 th, 2015, for purpose of the merger of P2RX with and into TOTVS, is equivalent to R$ 209, (two hundred and nine thousand, eighty-one reais and fifty-five cent avos) negative. This Report AP-0743/ is composed by 9 (nine) pages typed on one side and 2 (two) exhibits. APSIS Consultoria e Avaliações Ltda., a company specialized in the appraisal of assets, CRC/ RJ / O-9, legally represented by its representatives, makes itself available for any clarifications which may be deemed necessary. São Paulo, October 19 th, MÁRCIA APARECIDA DE LUCCA CALMON Director GIANCARLO FALKENSTEIN Supervisor Report AP-0743/

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

120 EXHIBIT 1

121 P2RX Soluções em Software S.A. Balancete de Verificação ref. ao ano Descrição Set 100% 1 Ativo 387, Circulante 384, Caixa e equivalente de caixa 54, Contas a receber de clientes 53, Provisao credito de liquidacao duvidosa Dividendos a receber Tributos a recuperar 275, Outros ativos Ativo não Circulante 3, Realizável a Longo Prazo Creditos com empresas ligadas Imposto de renda e contribuição social diferidos Deposito judicial Ativo financeiro a valor justo Outros ativos Investimentos Imobilizado 3, Intangível 2 Passivo 387, Circulante 596, Obrigacoes sociais e trabalhistas 508, Fornecedores 66, Obrigacoes fiscais 21, Emprestimos e financiamentos Comissoes a pagar Dividendos e JCP a pagar Obrigacoes por aquisicao de investimentos Outros Passivos 2.2 Não circulante Emprestimos e financiamentos Valor a Pagar a Empresas Controladas Debentures Provisao para perdas com investimentos Provisao para obrigacoes legais vinculadas a processos judiciais Obrigacoes fiscais Outros Passivos 2.5 Patrimonio liquido (209,081.55) Capital Social 742, Acoes em tesouraria Reserva de Capital Outros resultados abrangentes Participacao de acionista não controlador Reserva de lucros (951,896.06) Ajuste de avaliacao patrimonial Proposta de dividendos adicionais Y:\PROJ_BV\LAUDOS\2015\AP_0743_15 - TOTVS (SP)\Laudo\Inglês\AP_0743_15_02 - P2RX (Contábeis)\AP_0743_15_02 - Anexo 1

122 EXHIBIT 2