MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 19, 2013

(1)

TOTVS S.A.

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

53.113.791/0001-22

State Registration Number (NIRE) 35.300.153.171

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 19, 2013

1. - DATE, TIME AND PLACE OF THE MEETING: Held on March 19, 2013, at 9:00 a.m., outside the headquarters of the Company, at Rua Ministro Jesuíno Cardoso, No.

454. suites 903 and 904, in the City and State of São Paulo.

2. - ATTENDANCE: Full attendance of the members of the Board of Directors: Pedro Luiz Barreiros Passos; Laércio José de Lucena Cosentino; Maria Helena dos Santos Fernandes de Santana; Pedro Moreira Salles; Germán Pasquale Quiroga Vilardo; Sérgio Foldes Guimarães; and Luis Carlos Fernandes Afonso.

3. - BOARD: Chairman: Mr. Pedro Luiz Barreiros Passos; and Secretary: Mr. Luciano A. de Oliveira Santos.

4. - AGENDA: (a) to approve the Company’s share capital increase, within the limit of the authorized capital, due to the exercise of the call option of shares by beneficiaries; and (b) to approve the reelection of Officers of the Company.

5. - RESOLUTIONS: After the discussion, the directors present at the meeting unanimously, and without reservations or provisions, approved the following resolutions:

(a) To approve the Company’s share capital increase, within the limit of the authorized capital, due to the exercise of the call option of shares by beneficiaries, with the consequent issuance of three hundred and forty-three thousand, nine hundred and forty-two (343,942) ordinary shares of the Company, of which three hundred and thirty-six thousand, three hundred and thirty-five (336,335) are at the price of twenty-three Reais and thirty-six cents

(2)

(R$ 23.36) per share, and seven thousand and six hundred and seven (7,607) are at the price of seven Reais and twenty-one cents (R$ 7.21). Due to the resolution herein taken, and after inspection of the subscription lists signed by the beneficiaries, the increase of the share capital of the Company has been approved and confirmed, within the limit of the authorized capital, in the amount of seven million, nine hundred and eleven thousand, six hundred and thirty-two Reais and seven cents (R$ 7,911,632.07), the share capital of the Company thus being of four hundred and eighty-eight million, five hundred and nine thousand, two hundred and six Reais and fifteen cents (R$ 488,509,206.15), divided into one hundred and sixty-one million, nine hundred and seventy-three thousand and eight hundred and eighty- seven (161,973,887) common, registered, book-entry and without par value shares. The shares are issued excluding the preemptive right under the terms of paragraph 3, Article 171 of Law No. 6404/76, and in accordance with paragraph 3, Article 6 of the By-laws of the Company. The shares issued herein shall have equal participation to all beneficiaries, including in relation to dividends and eventual compensation on equity, which may be distributed by the Company as from the date hereof.

(b) To approve the reelection of Officers of the Company for the executive boards listed below:

(i) Chief Executive Officer (CEO): Laércio José de Lucena Cosentino, Brazilian, married, electrical engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No.

1.631, 2^nd floor, Postal Code 02511-000, enrolled with the Individual Taxpayers' Register of the Ministry of Finance (CPF/MF) under No. 032.737.678-39 and bearer of Identity Card (RG) No. 8.347.779 SSP/SP;

(ii) Human Relations and Organizational Infrastructure Vice-President:

Alexandre Mafra Guimarães, Brazilian, married, electrical engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511- 000, enrolled with the CPF/MF under No. 681.592.776-87 and bearer of Identity Card RG No. MG-5.388.286 SSP/MG;

(3)

(iii) Executive and Financial Vice-President: Alexandre Fonseca Dinkelmann, Brazilian, married, electrical engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No. 021.475.447-28 and bearer of Identity Card RG No. 08.791.479-2 IFP/RJ;

(iv) Business Vice-President: Marilia Artimonte Rocca, brazilian, legally separated, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No.

1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No.

252.935.048-51 and bearer of Identity Card RG No. 24.938.902-2 SSP/SP;

(v) Technology Vice-President: Weber George Canova, Brazilian, married, engineer, resident and domiciled in the City of Santana do Parnaíba, State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No. 083.844.858-52 and bearer of Identity Card RG No. 13.576.619 SSP/SP;

(vi) Service and Relationship Vice-President: Rodrigo de Queiroz Caserta, Brazilian, married, production engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No. 071.623.027-50 and bearer of Identity Card RG No.

09.998.311-6 IFP/RJ;

(vii) Systems and Segments Vice-President: Gilsinei Valcir Hansen, Brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF

(4)

under No. 851.310.329-20 and bearer of Identity Card RG No. 2.602.997-9 SSP/SC;

(viii) Clients and Remote Services Vice-President: Wilson de Godoy Soares Júnior, Brazilian, married, electrical engineer, resident and domiciled in the City of Santo André, State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No. 063.770.498-38 and bearer of Identity Card RG No. 13.361.916-3 SSP/SP;

(ix) Investor Relations Officer: Alexandre Fonseca Dinkelmann, Brazilian, married, electrical engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No.

021.475.447-28 and bearer of Identity Card RG No. 08.791.479-2 IFP/RJ;

(x) Marketing and Alliances Officer: Robério Gualberto Teixeira Lima, Brazilian, single, economist, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No.

103.679.208-08 and bearer of Identity Card RG No. 16.457.534 SSP/PI;

(xi) Corporate Finance Officer: Gilsomar Maia Sebastião, Brazilian, married, accountant, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No.

(xii) Chief Legal Officer: Luciano Antonio de Oliveira Santos, Brazilian, married, lawyer, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No. 1.631, 2^nd

(5)

floor, Postal Code 02511-000, enrolled with the CPF/MF under No.

881.365.076-00 and bearer of Identity Card RG No. M-6.047.844 SSP/MG;

(xiii) Planning and Controlling Officer: Marcelo Eduardo Sant’Anna Cosentino, brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No. 306.743.308-46 and bearer of Identity Card RG No.

32.203.020-1 SSP/SP;

(xiv) Segment Officer: Edimilson José Correa, brazilian, married, systems analyst, resident and domiciled in the City of Joinville, State of Santa Catarina, with commercial address in the same city, at Avenida Santos Dumont, Number 831, 2^nd floor, Postal Code 89218-900, enrolled with the CPF/MF under No.

572.565.279-34 and bearer of Identity Card RG No. 1.471.250-4 SSP/SC;

(xv) Segment Officer: Nelson Berny Pires, brazilian, married, bachelor in computer science, resident and domiciled in the City of Porto Alegre, State of Rio Grande do Sul, with commercial address in the City of Porto Alegre, at Rua Washington Luiz, No. 820, 9^th floor, Postal Code 90010-460, enrolled with the CPF/MF under No. 631.021.370-91 and bearer of Identity Card RG No. 8.040.173.455 SSP/RS;

(xvi) Commercial Intelligence, Channels and Education Officer: Flávio Balestrin de Paiva, Brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No. 184.410.978-01 and bearer of Identity Card RG No.

20.736.299 SSP/SP;

(xvii) Service and Relationship Officer: Araquen Pagotto, Brazilian, married, systems analyst, resident and domiciled in the City and State of São Paulo, with

(6)

commercial address in the same city, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No.

(xviii) Service and Relationship Officer: Gustavo Dutra Bastos, Brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No.

026.942.416-46 and bearer of Identity Card RG No. M-5.465.421 SSP/MG;

(xix) Service and Relationship Officer: Cléber Augusto Piçarro, Brazilian, married, systems analyst, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No.

676.811.156-68 and bearer of Identity Card RG No. MG – 3.760.624 SSP/MG;

(xx) Service and Relationship Officer: Lélio de Souza Júnior, brazilian, married, mechanical engineer, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, with commercial address in the same city, at Praia do Flamengo, No. 200, 16^th floor, Postal Code 22210-030, enrolled with the CPF/MF under No. 988.963.346-91 and bearer of Identity Card No. 69.549 CREA/MG;

(xxi) Service and Relationship Officer: Marcelo Jacob, Brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the same city, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No.

106.147.418-66 and bearer of Identity Card RG No. 14.785.189 SSP/SP;

(xxii) Business Officer: Marcelo Eduardo Sant’Anna Cosentino, brazilian, married, business administrator, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz

(7)

Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No. 306.743.308-46 and bearer of Identity Card RG No. 32.203.020-1 SSP/SP;

(xxiii) Business Officer: Andre Bretas Nunes de Lima, Brazilian, married, systems analyst, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No.

023.700.836-03 and bearer of Identity Card RG No. M 3408780 SSP/MG;

(xxiv) Business Officer: Denis Del Bianco, brazilian, married, bachelor in computer science, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, with commercial address in the same city, at Praia do Flamengo, No.

200, 16^th floor, Postal Code 22210-030, enrolled with the CPF/MF under No.

071.651.947-03 and bearer of Identity Card RG No. 10.636.149-6 IFP/RJB;

(xxv) New Businesses Officer: Fernando Antonio de Almeida Taliberti, Brazilian, married, production engineer, resident and domiciled in the City and State of São Paulo, with commercial address in the City of São Paulo, at Avenida Braz Leme, No. 1.631, 2^nd floor, Postal Code 02511-000, enrolled with the CPF/MF under No. 086.023.637-45 and bearer of Identity Card RG No. 11.869.859-6/RJ.

The Officers now elected shall be vested in their positions pursuant to article 149 of the Corporations Law, and shall remain in their respective positions until the Company’s Shareholders’ Ordinary Meeting to be held in 2015, or until they are dismissed or replaced by the Board of Directors.

The officers now reelected declare that they have not incurred any legal provision that hinders them from carrying out their respective duties.

These minutes are a true copy of the minutes drawn-up in the proper book.

(8)

6. - 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 present.

São Paulo, March 19, 2013

Board:

_______________________________

Pedro Luiz Barreiros Passos Chairman of the Board

_______________________________

Luciano A. de Oliveira Santos.

Secretary of the Board

(9)

[signature page of the Minutes of the Meeting of the Board of Directors of TOTVS S.A., held on March 19, 2013]

Officers:

______________________________ _______________________________

Laércio José de Lucena Cosentino Alexandre Mafra Guimarães

_______________________________ _______________________________

Alexandre Fonseca Dinkelmann Marilia Artimonte Rocca

_______________________________ _______________________________

Weber George Canova Rodrigo de Queiroz Caserta

_______________________________ _______________________________

Gilsinei Valcir Hansen Wilson de Godoy Soares Júnior

_______________________________ _______________________________

Robério Gualberto Teixeira Lima Gilsomar Maia Sebastião

_______________________________ _______________________________

Luciano Antonio de Oliveira Santos Marcelo Eduardo Sant’Anna Cosentino

(10)

[signature page of the Minutes of the Meeting of the Board of Directors of TOTVS S.A., held on March 19, 2013]

_______________________________ _______________________________

Edimilson José Correa Nelson Berny Pires

_______________________________ _______________________________

Flávio Balestrin de Paiva Araquen Pagotto

_______________________________ _______________________________

Gustavo Dutra Bastos Cléber Augusto Piçarro

_______________________________ _______________________________

Lélio de Souza Júnior Marcelo Jacob

_______________________________ _______________________________

Andre Bretas Nunes de Lima Denis Del Bianco

_______________________________

Fernando Antonio de Almeida Taliberti