TOTVS S.A. Corporate Taxpayers` ID (CNPJ/MF) No. 53.113.791

TOTVS S.A.
Corporate Taxpayers’ ID (CNPJ/MF) No. 53.113.791/0001-22
Company Registry (NIRE) 35.300.153.171
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON DECEMBER 18th, 2014
1. DATE, TIME AND PLACE: Held on December 18th, 2014, at 9:00 a.m., outside
the Company’s headquarters, at Rua Ministro Jesuíno Cardoso, No. 454, suites 93 and
94, in the City of São Paulo, State of São Paulo.
2. ATTENDANCE: The following members of the Board of Directors: Pedro Luiz
Barreiros Passos, Laércio José de Lucena Cosentino, Germán Pasquale Quiroga Vilardo,
Maria Helena dos Santos Fernandes de Santana, Pedro Moreira Salles, Rodrigo Kede de
Freitas Lima, Sérgio Foldes Guimarães, Romero Venâncio Rodrigues Filho.
3. PRESIDING BOARD: Chairman: Mr. Pedro Luiz Barreiros Passos; and
Secretary: Mr. Ricardo Correa Helfer.
4. RESOLUTIONS: The attending members of the Board of Directors,
unanimously and with no restrictions or reservations, approved the following resolutions:
(a) the creation of the following branches: (i) branch to be located at Rua Prudente de
Moraes, 654, room 10, ZIP 19806-160, Centro, City of Assis, State of São Paulo;
(ii) branch to be located at Rua Prudente de Moraes, 654, room 6, ZIP 19806-160, Centro,
City of Assis, State of São Paulo; (b) the distribution of interests on equity (juros sobre
capital próprio) to the shareholders of the Company in the total amount of nineteen
million, five hundred and twenty-five thousand, six hundred and thirty-four reais and
eighteen centavos (R$19,525,634.18), referring to the second semester of 2014,
corresponding to R$0.120530696 per share, which shall be included in the minimum
mandatory dividends in accordance with article 37 of Company’s By-laws. All
shareholders registered as such on December 22, 2014 shall be entitled to receive the
payment of the interest on equity. The shares of the Company will be traded “ex-interest
on equity” as of December 23, 2014. The interest on equity will be paid on January 14,
2015.
5. -
CLOSURE, MINUTES DRAWING UP AND APPROVAL: There being no
further matters to be addressed, the meeting was ended and these minutes were drawn up,
read, approved and signed by all those attending the meeting.
São Paulo, December 18th, 2014
Presiding Board:
_______________________________
Pedro Luiz Barreiros Passos
Presidente do Conselho
_______________________________
Ricardo Correa Helfer
Secretário do Conselho