INSTITUTIONAL PRESENTATION JUNE/2016

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1 INSTITUTIONAL PRESENTATION JUNE/2016

2 DISCLAIMER The information contained in this presentation and any forward-looking statements that may be made during the conference call, 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 3

4 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 21 st 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 4

5 GROSS REVENUES AND EBITDA MARGIN (R$ Million and %) WE ARE TOTVS START UP WARM UP DNA NUMBER 1 BRAZIL THINK TOGETHER Solution s for the SMB Market Biggest ERP Player in Brazil 1st IT Company to go public Revenues of R$1.0 billion in 2010 Fluig 1390 Intera STORE THE CLIENT 2567* %* 24.6% 24.9% % 24.1% % 1080 Specialization by 25.2% industry sector Fluid Technology Essentiality Agile ERP Microsiga Franchisees 17 Proprietary Technology Argentina % Results Management 63 10% % % 110 Mexico % 12.4%12.4% ICMM % 18.4% 13.9% 20.6% Company of the Year by Exame Magazine (*) Includes LTM figures of Bematech 5 LTM...>

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 Captiais) 6

7 WE ARE TOTVS OWNERSHIP STRUCTURE 66.9% OF FREE-FLOAT: A CORPORATION WITH NO CONTROLLING GROUP 96% of the free-float held by institutional investors 93% of the free-float held by non-brazilian investors 7

8 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 8

9 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 9

10 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 10

11 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 1 Development Center LATIN AMERICA 4 Branches: 2 Argentina, 1 Colombia, 1 Mexico 25 Franchises 1 Development Center- Mexico distributors EUROPE 1 Branch: Portugal 3 Franchises AFRICA 2 Franchises: Angola CHINA 1 Branch 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 INNOVATION 10 Development Centers structured by segmented knowledge and with over 3 thousand people working in development and support. TOTVS TOTAL 21 Branches 82 Franchises 13 Development Centers 5 thousand distributors Franchises in Brazil Development Centers Branches throughout the world 11

12 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 12

13 RECENT FINANCIAL PERFORMANCE 13

14 RECENT EVENTS COLLECTIVE BARGANING AGREEMENT IN SÃO PAULO 8.5% with effect from 01/01/2016 and 2.17% with effect on 11/01/2016 DIVIDENDS PAY-OUT Dividends distribution of R$ million (R$ per share) Dividends payment on 05/11/2016 NEW COMPOSITION OF THE BOARD OF DIRECTORS Pedro Luiz Barreiros Passos (Chairman) Germán Pasquale Quiroga Vilardo (Vice-Chairman) Laércio José de Lucena Cosentino (Strategy and Technology and Personnel and Compensation Committees) Pedro Moreira Salles (Personnel and Compensation Committee) Maria Helena dos Santos Fernandes de Santana (Audit Committee) Sérgio Földes Guimarães Danilo Ferreira da Silva (Audit Committee) Wolney Edirley Gonçalves Betiol (Strategy and Technology Committee) Mauro Gentile Rodrigues da Cunha (Audit Committee) 14

15 REVENUE BY NATURE AND BUSINESS (R$ MM)* REVENUE BY NATURE REVENUE BY BUSINESS * Pro-forma information for the periods of 2015, since they include the results of Bematech 15

16 SOFTWARE (R$ MM)* SOFTWARE REVENUE REVENUE AND CONTRIBUTION MARGIN OF SOFTWARE * Pro-forma information for the periods of 2015, since they include the results of Bematech 16

17 SOFTWARE LICENSE FEE REVENUE (R$ MM)* NEW CLIENTS ADDED* * Pro-forma information for the periods of 2015, since they include the results of Bematech 17

18 SERVICES AND HARDWARE (R$ MM)* REVENUE AND CONTRIBUTION MARGIN OF SERVICES REVENUE AND CONTRIBUTION MARGIN OF HARDWARE * Pro-forma information for the periods of 2015, since they include the results of Bematech 18

19 COMMERCIAL & ADMINISTRATIVE EXPENSES (R$ MM)* SALES + COMMISSIONS MARKETING & ADVERTISEMENT ALLOWENCE FOR DOUBTFUL ACCOUNTS G&A + MGMT FEES + OTHERS * Pro-forma information for the periods of 2015, since they include the results of Bematech 19

20 EBITDA AND NET INCOME (R$MM)* EBITDA NET INCOME * Pro-forma information for the periods of 2015, since they include the results of Bematech 20

21 CASH FLOW AND DEBT (R$ MM) 21

22 GROSS DEBT AMORTIZATION SCHEDULE (R$ MM) 22

23 QUARTER HIGHLIGHTS Licenses: -30.2% vs. 1Q15-5.1% vs. 4Q15 Subscription Revenue: +16.3% vs. 1Q % vs. 4Q15 Recurring Revenue: +8.7% vs. 1Q % vs. 4Q15 INOVAÇÃO INNOVATION EFICIENCIA OPERACIONAL OPERATIONAL EFFICIENCE CRESCIME GROWTH NTO EBITDA Margin: -270bp vs. 1Q bp vs. Adjusted 4Q15 First full quarter of commercial operations integrated with Bematech +SIMPLE +AGILE +CONNECTED +CLOUD + ESSENTIAL 23

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

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