INSTITUTIONAL PRESENTATION DECEMBER/2016

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1 INSTITUTIONAL PRESENTATION DECEMBER/2016

2 DISCLAIMER The information contained in this presentation and any forward-looking statements that may be made, related to business outlook, operational and financial projections of TOTVS are based on beliefs and assumptions of the Company s management, as well as information currently available. Forward-looking statements are not guarantee of future performance. They involve risks, uncertainties and assumptions as they refer to future events and, hence, depend on circumstances that may or may not occur. Investors must understand that general economic conditions, industry conditions and other operational factors could affect future performance of TOTVS and could lead to results that differ materially from those mentioned in these forward-looking statements. 2

3 WE ARE TOTVS BUSINESS SOLUTIONS Way beyond technology WHO WE ARE: WE DEVELOP TECHNOLOGY... To make companies even more complete and competitive through intelligent, integrated and scaled solutions. The ERP leader in Brazil, with more than 50% market share #1 in Latin America and one of the largest in the world 20 th most valuable brand in Brazil, according to Interbrand BUSINESS SOLUTIONS AND SERVICES PLATFORM CONSULTING Highest level of Corporate Governance (Novo Mercado) Clients in 41 countries 12,000 TOTVERS, including franchisees Sustainable financial results 3

4 WE ARE TOTVS MARKET SHARE IN BRAZIL - ERP(%) Source: Gartner - Market Share: All Software Markets, Worldwide, Total Worldwide Software Revenue for All Software Segments and Regions, (Millions of U.S. Dollars) 4

5 GROSS REVENUES AND ADJUSTED EBITDA MARGIN (R$ Million and %) WE ARE TOTVS START UP WARM UP DNA NUMBER 1 BRAZIL THINK TOGETHER PEOPLE, THINGS &BUSINESS Solutions for the SMB Market Biggest ERP Player in Brazil 1 st IT Company to go public Revenues of R$1.0 billion in 2010 Fluig Intera 2529* TOTVS DIGITAL MODEL %* % Microsiga Franchisees 17 Proprietary Technology Argentina % 63 Results Management 10% % % ICMM Mexico 25.2% % % 18.4% % 12.4%12.4% 10.6% % 25.6% 26.7% Specialization by industry sector 24.9% Fluid Technology Essentiality Agile ERP Company of the Year by Exame Magazine (*) Considers LTM figures of Bematech 5

6 WE ARE TOTVS BOARD OF DIRECTORS STRONG CORPORATE GOVERNANCE 8 out of 9 members of the Board are independent Pedro Passos Chairman Independent member Co-founder and member of the Natura Board of Directors Germán Quiroga Vice-Chairman Independent member Laércio Cosentino Member Founder and CEO of TOTVS Sérgio Foldes Independent Member International Division Director of BNDES Pedro Moreira Salles Independent Member Itaú Unibanco Chairman Maria Helena de Santana Independent Member Former president of CVM (Brazilian SEC) Danilo Silva Independent Member CFO of Petros (Petrobras Pension Fund) Wolney Betiol Independent Member Co-founder of Bematech S.A. Mauro Cunha Independent Member President of AMEC (Associação dos Investidores do Mercado de Capitais) 6

7 WE ARE TOTVS MAIN EXECUTIVES LAÉRCIO COSENTINO CEO & FOUNDER GILSOMAR MAIA CFO 10 YEARS* FLAVIO BALESTRIN MARKETING, CHANNELS & HR 15 YEARS* ALEXANDRE APENDINO SALES 3 YEARS* DENIS DEL BIANCO SERVICES 9 YEARS* WEBER CANOVA TECNOLOGY 21 YEARS* MÁRIO ALMEIDA FLUIG & MOBILE 1 YEAR* GUSTAVO BASTOS HEAD SUPPLY CHAIN 18 YEARS* RONAN MAIA HEAD CONSUMER 15 YEARS* EROS JANTSCH HEAD MICROENTERPRISES & HARDWARE 23 YEARS* MARCELO EDUARDO HEAD SERVICES 15 YEARS* * Time working for TOTVS or acquired companies 7

8 WE ARE TOTVS OWNERSHIP STRUCTURE 66.9% OF FREE-FLOAT: A CORPORATION WITH NO CONTROLLING GROUP 98% of the free-float held by institutional investors 95% of the free-float held by non-brazilian investors 8

9 WE ARE TOTVS PRO-FORMA REVENUE BY SEGMENT (R$ MM) SPECIALIZED BUSINESS SOLUTIONS FOR COMPANIES OF ALL SIZES IN 11 MARKET INDUSTRIES Agribusiness Construction and Projects Distribution Logistics Educational Financial Services Legal Manufacturing Healthcare Services Retail 9

10 WE ARE TOTVS OUR PRESENCE BUSINESS SOLUTIONS TOTVS s diversified positioning makes it the most successful provider that integrates different economic value chains, such as: MANUFACTURING RETAIL CONSTRUCTION AND PROJECTS Suppliers Suppliers Credit Producer Distributor Distributor Retailer Builders Credit Service providers 10

11 WE ARE TOTVS HOW WE SELL IN BRAZIL # Employees # Companies in Brazil Large Companies Private More than 500 employees ~6.6 thousand companies Small and Medium (SMB) 57 channels 52 franchisees 5 branches From 10 to 499 employees ~587 thousand companies Micro Companies ~5 thousand resellers Up to 9 employees ~4.2 million companies Source: IBGE 11

12 WE ARE TOTVS OUR PRESENCE TOTVS is present in the main business centers in Brazil and Latin America to be always near you and your company. All of this because by THINKING TOGETHER, WE DO BETTER. USA TOTVS Labs 2 Development Centers 1 Branch 1 Branch 3 Franchises EUROPE CHINA 1 Branch 1 Development Center LATIN AMERICA 4 Branches: 2 Argentina, 1 Colombia, 1 Mexico 25 Franchises 1 Development Center Mexico AFRICA 2 Franchises TAIWAN 1 Development Center BRAZIL 15 Branches: 3 (SP), 2 (RJ), 3 (MG), 2 (PR), 1 (CE), 1 (GO), 1 (SC), 1(PE), 1(DF) 52 Franchises spread out the country 5,000 distributors INNOVATION 10 Development Centers structured by segmented knowledge TOTVS TOTAL 22 Branches 82 Franchises 15 Development Centers 5 thousand distributors Development Centers Branches 12

13 NEW BEHAVIORS AND TECHNOLOGY THINK ABOUT TOMORROW, BUT DO IT TODAY The speed of the changes in the world challenges companies to be prepared for what's new. See how TOTVS works for providing answers to questions still being asked: Fluid Technology Fluid Technology easy to use and implement, simple and mobile, promoting productivity, sharing, and collaboration, impacting a greater number of individuals and companies. Fluid Technology PRODUCTIVE AND COLLABORATIVE AGONOSTIC PLATFORM Essentiality Specific offers focused on "Core Business" for each segment with total adherence. Agile ERP Lighter Management systems and naturally focused on his/her "CORE, in "CLOUD", and "MOBILE", promoting a natural use interface. Essentiality Agile ERP TOTVS V12 MANAGEMENT SYSTEM BY INDUSTRY SECTOR New operating experience and complete adherence. Transactional interface of open systems 13

14 TOTVS DIGITAL MODEL - COMPONENTS ID Distribution Interface TOTVS DIGITAL MODEL TDM Information & AI Productivity & Collaboration Cloud Business 14

15 TOTVS DIGITAL MODEL Technology Hybrid Platform / Cloudification Convergence Offering Distribution INTERA Services Based on SaaS Remuneration Model Digital Channel & Marketing Single Subscription Company LICENSE BASED Expenses as a Service 2015 Management KPI (SaaS) / OKRs 2018 DIGITAL MODEL Culture Digital Transformation Connecting People, Things and Businesses Clients Base Migration Strategy 15

16 16 3Q16 RESULTS

17 RECENT EVENTS FLY01 START: STRENGTHENING THE OFFERINGS FOR MICRO AND SMALL BUSINESS TRADITIONALLY, PAYMENT TERMINALS HAD NO INTEGRATION WITH POS... PAYMENT TERMINALS NOW, FLY01 START NATIVELY INTEGRATES SMART PAYMENT TERMINALS WITH FLY01 PORTFOLIO SMART TERMINALS WITH FLY01 START APP Cielo Rede... Others Not integrated POS - POINT OF SALE BEMACASH (HARDWARE + FLY01) POS SOFTWARE CLOUD BACK OFFICE BUSINESS PLATFORM 17 Integrated In progress

18 REVENUE BY NATURE AND BUSINESS (R$ MM)* REVENUE BY NATURE REVENUE BY BUSINESS 18 * Pro-forma information for the periods of 2015, since they include the results of Bematech

19 SOFTWARE (R$ MM)* SOFTWARE REVENUE NEW CLIENTS ADDED** 846 clients of subscription in 3Q clients of license in 3Q new Bemacash units in 3Q16 19 * Pro-forma information for the periods of 2015, since they include the results of Bematech ** Bemacash clients did not affect the subscription revenues in 3Q16

20 SOFTWARE (R$ MM)* ANNUAL RECORRING REVENUE (ARR) SUBSCRIPTION ANNUAL RECURRING REVENUE The Annual Recurring Revenue (ARR), indicator used by major global SaaS companies, considered the sum of: (i) the Monthly Recurring Revenue of the last month of the quarter, multiplied by twelve (12); (ii) and the recurring revenue that will be added in the 12 following months after the end of the quarter, related to prior sales, net of cancellations that have been already requested. 20 * Pro-forma information for the periods of 2015, since they include the results of Bematech

21 SOFTWARE (R$ MM)* SOFTWARE RESULT 3Q15 Δ 3Q/3Q 2Q16 3Q16 Δ 3Q/2Q SOFTWARE REVENUE % % COST OF SOFTWARE (21.9) -10.1% (20.7) (19.7) -4.7% COST OF SUPPORT (28.1) 14.6% (32.8) (32.2) -1.8% R&D (72.0) 9.7% (74.6) (79.0) 5.8% SOFTWARE RESULT % % CONTRIBUTION MARGIN 65.2% -310b.p. 62.8% 62.1% -70b.p. 21 * Pro-forma information for the periods of 2015, since they include the results of Bematech

22 SERVICES AND HARDWARE (R$ MM)* SERVICE RESULT 3Q15 Δ 3Q/3Q 2Q16 3Q16 Δ 3Q/2Q SERVICES REVENUE % % COST OF SERVICES (138.8) -11.1% (126.6) (123.3) -2.6% SERVICES RESULT % % CONTRIBUTION MARGIN 11.4% -500b.p. 10.3% 6.4% -390b.p. HARDWARE RESULT 3Q15 Δ 3Q/3Q 2Q16 3Q16 Δ 3Q/2Q HARDWARE REVENUE % % COSTS AND EXPENSES (42.8) -2.3% (40.2) (41.8) 4.0% HARDWARE RESULT % % CONTRIBUTION MARGIN 39.0% -790b.p. 32.8% 31.1% -170b.p. 22 * Pro-forma information for the periods of 2015, since they include the results of Bematech

23 COMMERCIAL AND ADMINISTRATIVE EXPENSES (R$ MM)* SALES + COMISSIONS MARKETING & ADVERTISEMENT ALLOWANCE FOR DOUBTFUL ACCOUNTS G&A + MGMT FEES + OTHERS 23 * Pro-forma information for the periods of 2015, since they include the results of Bematech

24 EBITDA (R$ MM)* 3Q15 Δ 3Q/3Q 2Q16 3Q16 Δ 3Q/2Q EBITDA % % EBITDA Margin 19.8% -560b.p. 17.8% 14.2% -360b.p. Gain from BPO Sale (9.2) - Inventory Adjustments Additional prov. for delinquency Cost restructuring Reorganization with Bematech Earn-out reversion (6.4) ADJUSTED EBITDA % % Adjusted EBITDA Margin 20.3% -420b.p. 17.8% 16.1% -170b.p. 24 * Pro-forma information for the periods of 2015, since they include the results of Bematech

25 NET INCOME (R$ MM)* 3Q15 Δ 3Q/3Q 2Q16 3Q16 Δ 3Q/2Q NET INCOME % % Net Margin 13.3% -620b.p. 6.9% 7.1% 20b.p. Gain from BPO Sale (6.1) - Inventory Adjustments Additional prov. for delinquency Cost restructuring Reorganization with Bematech Earn-out reversion (4.2) ADJUSTED NET INCOME % % Adjusted EBITDA Margin 13.7% -540b.p. 6.9% 8.3% 140b.p. 25 * Pro-forma information for the periods of 2015, since they include the results of Bematech

26 26 CASH FLOW AND DEBT (R$ MM)

27 27 SCHEDULE OF GROSS DEBT AMORTIZATION (R$ MM)

28 : : blog.totvs.com company/totvs fluig.com

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