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TOTVS S.A.

National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) No.


53.113.791/0001-22
Company Registry (NIRE) 35.300.153.171
MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON
JANUARY 27th , 2014
1. DATE, TIME AND VENUE: Held on January 27th, 2014, at 9:00 a.m., outside
the headquarters of the Company, at Rua Vittorio Fasano, No. 88, room 5, in the City of
So Paulo, State of So Paulo.
2. ATTENDANCE: The following members of the Board of Directors attended the
meeting namely: Pedro Luiz Barreiros Passos; Larcio Jos de Lucena Cosentino; Pedro
Moreira Salles; Germn Pasquale Quiroga Vilardo; Srgio Foldes Guimares; e Luis Carlos
Fernandes Afonso.
3. -

PRESIDING BOARD: Chairman: Mr. Pedro Luiz Barreiros Passos; and Secretary:

Mr. Ricardo Correa Helfer.


4. AGENDA: (a) approval of the transfer of 112,548 (one hundred and twelve
thousand, five hundred and forty-eight) common shares currently held in treasury, due to
the stock options exercise by beneficiaries of Companys stock options incentive plans; (b)
to examine, discuss and analyze the Management Report and the Financial Statements
along with the Independent Auditors opinion and the proposal for allocation of the net
income for the fiscal year ending on December 31st, 2013, to be submitted to the approval
of the Companys shareholders at the Shareholders Meeting; (c) to disclose and publish the
Management Report and the Financial Statements along with the Independent Auditors'
opinion, as well as the Audit Commitee Opinion; (d) to call the Company's Annual General
Shareholders' Meeting, to be held on March 14th, 2014 at 10:00 a.m.

5. RESOLUTIONS: After discussing the matters on the agenda, the following


resolutions were made by the Board members who attended the meeting, without
restrictions or reservations:
(a) approval of the transfer of 112,548 (one hundred and twelve thousand, five hundred and
forty-eight) common shares currently held in treasury, due to the stock options exercise by
beneficiaries of Companys stock options incentive plans;
(b) In possession of the Management Report and the Financial Statements, along with the
opinion of PriceWaterhouseCoopers, as well as the Audit Committee Opinion, concerning
the fiscal year ending on December 31, 2013, the Chairman submitted the documents to the
analysis and discussion by the directors in attendance, highlighting the absence of the
opinion provided for in article 163, III, of Law No. 6404/76, as amended ("Corporate
Law), since no Fiscal Council was established.
After the analysis, the Board of Directors concluded that the Management Report and the
Financial Statements were correct, and that such documents will be filed at the Companys
headquarters, indicating that they accurately record the facts and events concerning the
Companys activities in 2013.
As a result of the above resolution, the directors approved the submission of the following
capital budget proposal for the year of 2014 and of the allocation of the net profit for the
fiscal year ended on December 31st, 2013 to the analysis of the shareholders at the Annual
General Shareholders' Meeting to be held on March 14th, 2014, at 10:00 a.m.:
Proposal of the Board of Directors:
Gentlemen,
The Board of Directors of TOTVS S.A. hereby submits to your analysis, at the Annual
General Shareholders Meeting to be held on March 14th, 2014, at 10:00 a.m. (ten a.m.),
the following capital budget proposals for the year of 2014 and the allocation of the net

income concerning the fiscal year ended on December 31st, 2013, with due regard for the
corporate legislation in force and the provisions of its articles of incorporation:
The capital budget amount for the current year is R$ 649,348,888.72 (six hundred and
forty-nine million, three hundred and forty-eight thousand, eight hundred and eighty-eight
Reais and seventy-two cents), from the following sources: (a) R $ 305,654,888.72 (three
hundred and five million, six hundred and fifty-four thousand, eight hundred and eightyeight Reais and seventy-two cents) from the Retained Earnings Reserve; and (b) R$
343,694,000.00 (three hundred forty-three million, six hundred and ninety-four thousand
Reais) from the cash to be generated in the operating and financial activities.
These resources will be invested in projects for expansion and replacement of assets and
information technology.
The proposal for allocation of the net income is the following:
NET INCOME FOR THE FISCAL YEAR
Allocations:

R$ 222,512,766.00

Creation of the Legal Reserve


Retained Earnings Reserve
Interest Paid on Net Equity
Dividends Proposed

R$ 11,125,638.30
R$ 55,628,191.52
R$ 39,844,893.57
R$ 115,914,042.61

Out of the total net income for the fiscal year, corresponding to R$ 222,512,766.00 (two
hundred twenty-two million, five hundred and twelve thousand, seven hundred sixty-six
Reais), the following amounts were allocated: (a) R$ 11,125,638.30 (eleven million, one
hundred twenty-five thousand, six hundred thirty-eight Reais and thirty cents) to the
creation of a legal reserve equivalent to 5% (five percent) of the net profit; (b) R$
55,628,191.52 (fifty five million, six hundred and twenty-eight thousand, one hundred and
ninety-one Reais and fifty-two cents) to the retained earnings reserve; (c) R$ 39,844,893.57
(thirty-nine million eight hundred and forty-four thousand, eight hundred ninety-three
Reais and fifty-seven cents) were allocated to the payment of interest on net equity to the
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shareholders, made on August 28, 2013 and January 15, 2014, as resolved at meetings of
the Board of Directors held on July 30, 2013, respectively, and December 19, 2013; and
(d) R$ 115,914,042.61 (one hundred fifteen million nine hundred fourteen thousand, twenty
four Reais and sixty one cents) were allocated to the distribution of dividends,i.e.,
R$ 0,710267106 per share, as resolved at the Board of Directors' Meeting held on this
date. Said dividends will have as their calculation basis the Companys shareholding
position by the end of March 14, 2014, and, as of March 15, 2014, the Companys shares
will be negotiated ex-dividends. The dividends shall be paid on April 10, 2014.
(c) The Board of Directors approved the disclosure of said Management Report and
Financial Statements along with the Independent Auditors' Opinion for the fiscal year
ended on December 31, 2013 to the Securities and Exchange Commission, to the So Paulo
Stock Exchange and to the market, by the expedition of these documents via the
EmpresasNet system of the Securities and Exchange Commission and their legal
publication on the Dirio Oficial do Estado de So Paulo and on the Valor Econmico
newspaper, and their posting on the Companys Investors Relation website
(www.totvs.com.br/ri), as well as their submittal to the analysis of the Companys
shareholders at the Shareholders Meeting to be held on March 14, 2014 at 10:00 a.m.
(d) Under the terms of article 142, item IV of the Corporate Law, the directors approved the
call of the Annual General Shareholders Meeting of the Company, for March 14, 2014 at
10:00 a.m., in order to: (i) take the management accounts, examine, discuss and vote on the
Companys financial statements concerning the fiscal year ending on December 31, 2013;
(ii) deliberate on the allocation of the net income for the fiscal year and distribution of
dividends; (iii) to elect the members of the Companys Board of Directors for the next
term; and (iv) establish the total compensation of the members of the Board of Directors
and of the Executive Board, and, at the Extraordinary Meeting: (i) pursuant to Article 256
of the Brazilian Corporation Law, ratify the Companys acquisition of the following
companies: W&D PARTICIPAES S.A.; PRX SOLUES EM GESTO
AGROINDUSTRIAL LTDA. e P2RX SOLUES EM SOFTWARE S/S LTDA.

6. CLOSING, DRAW-UP AND APPROVAL OF THE MINUTES: There being no


further business to discuss, the meeting was closed and these minutes were drawn up, read,
approved and signed by all attending Board members.
This is a free English translation of the original minutes drawn up in the Companys
records.
So Paulo, January 27, 2014.
Presiding Board:
_______________________________
Pedro Luiz Barreiros Passos
Chairman of the Board

_______________________________
Ricardo Correa Helfer
Secretary