summary - ri.totvs.com.brri.totvs.com.br/enu/2364/manual da ag_eng.pdf · fabricantes e...

2

SUMMARY

1. MESSAGE FROM THE MANAGEMENT ................................................................... 3

2. SHAREHOLDER’S MEETING AGENDA ................................................................... 4

3. GUIDENCE FOR PARTICIPATION .......................................................................... 4

3.1. DATE, TIME AND LOCATION .......................................................................... 4

3.2. GENERAL INFORMATION .............................................................................. 5

4. APENDICES ........................................................................................................ 7

4.1. CALL NOTICE ............................................................................................... 7

4.2. MANAGEMENT PROPOSAL ........................................................................... 9

4.3. PUBLIC REQUEST FOR PROXY ................................................................... 13

3

1. MESSAGE FROM THE MANAGEMENT

São Paulo, December 18, 2015

Dear Shareholder,

The Board of Directors invite the shareholders to the General Extraordinary Shareholders’ Meeting, to be

held on January 21, 2016, at the Company’s headquarters, to elect the new independent member of The

Board of Directors.

The candidate proposed by the management is Mr. Wolney Edirley Gonçalves Betiol, co-founder of

Bematech, which is the leading provider of technology solutions for the retail, food service and hospitality

sectors and became part of the TOTVS group after the corporate reorganization approved on October 22,

by Brazil´s Council for Economic Defense – CADE.

Wolney is graduated in electrical industrial engineering, holds a master’s degree in industrial computing

by Universidade Tecnológica Federal do Paraná, MBA at Fundação Getúlio Vargas and is specialist in

management by IMD and Wharton Business School.

The candidate was awarded the commendation of the Ordem Nacional do Mérito Científico by the Science

and Technology Ministry (MCT, 2002) and the Knowledge Medal by the Industry, Development and

Foreign Trade Ministry (MDIC, 2008). He was also president of AFRAC – Associação Brasileira dos

Fabricantes e Revendedores de Equipamentos de Automação Comercial, and Executive Officer of ANPEI

– Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras.

Thus, I invite the shareholders to read this manual, which details the matter to be discussed at the General

Extraordinary Shareholders’ Meeting.

Sincerely,

Laércio Cosentino

CEO

4

2. SHAREHOLDER’S MEETING AGENDA

MATTER OF THE GENERAL EXTRAORDINARY SHAREHOLDERS’ MEETING

In view of the resignation of Mr. Romero Venancio Rodrigues Filho from the position of effective

member of the Board of Directors of TOTVS, acknowledged by the Company’s Board of Directors in

the meeting held on November 19, 2015, the management proposes the election of Mr. Wolney

Edirley Gonçalves Betiol, Brazilian citizen, electrical engineer, bearer of the Identity Card (RG) nº

3.314.094-0 SESP/PR, enrolled with the CPF/MF under nº 598.476.979-49, resident and domiciled

in the city of Curitiba, State of Paraná, with office in the city of São Paulo, State of São Paulo, at

Avenida Braz Leme, 1.631, 2nd floor, Zip Code (CEP) 02511-000, to such position, with a term of

office to end, jointly with the term of office of the current Directors, on the 2016 Annual General

Meeting of TOTVS.

3. GUIDENCE FOR PARTICIPATION

3.1. DATE, TIME AND LOCATION

DATE AND TIME: January 21, 2016, at 10am. It´s recommended that the shareholders arrive 30

minutes earlier than the indicated time.

LOCATION: TOTVS S.A. headquarters - Avenida Braz Leme, 1631, Santana, São Paulo (SP). The

access to the meeting will be at the Company’s social entrance, at Avenida Braz Leme, 1717.

5

3.2. GENERAL INFORMATION

GENERAL INFORMATION:

The Extraordinary General Meeting aims to elect Mr. Wolney Edirley Gonçalves Betiol to the position

of effective member of the Board of Directors of TOTVS.

REQUIRED DOCUMENTATION:

Pursuant to article 10, paragraph 5 of the Company’s Bylaws, the Shareholders must submit, at least

48 hours prior to the General Meeting, in addition to the relevant identity document and/or corporate

documents that evidences legal representation, as applicable: (i) evidence issued by the financial

institution depositary of the Company’s shares, no later than 5 days before the date of the General

Meeting; (ii) the proxy with the authenticated signatures of the grantor; and/or (iii) in relation to the

shareholders participating on the fungible custody and settlement of registered shares, the records

issued by the competent agency.

PUBLIC REQUEST FOR PROXY:

The management of TOTVS will make a public request for proxy, in accordance with Article 22 et

seq. of CVM Instruction 481/09, to vote on the Extraordinary Shareholders’ Meeting.

The management of the Company requests proxies so that the Shareholders can assure their

participation at the referred Meeting, and allowing the Shareholders, according to their will, to vote

favorably, against or to abstain from voting in relation to the items specified on the agenda included

in the call notice approved at the Meeting of the Board of Directors held on December 18, 2015.

In case it is of your interest, you will be able to designated Paulo Roberto Bellentani Brandão, Joyce

Costacurta Pacheco and Paula Maria de Olavarria Gotardello to vote in favor, (b) Anderson Carlos

Koch, Rita de Cassia Serra Negra and Talita Car Vidotto to vote against and (c) Christiano Marques

de Godoy, Anali Penteado Buratin and Luciana Pontes de Mendonça Ikeda to abstain from voting in

relation to the items of the agenda.

The Company will also allow the use of electronic proxies by the platform Assembleias Online®

http://www.assembleiasonline.com.br for voting at this Meeting.

The proxy on physical form must be executed with the authenticated signatures, and followed by the

Company’s shareholders identification (issued by the financial institution depositary of the

Company’s shares – no later than 5 days before the date of the Meeting, or in relation to the

shareholders participating on the fungible custody and settlement of registered shares, the records

issued by the competent agency), and must be sent to the Company’s head offices.

The proxies must be received between December 21, 2015 and January 19, 2016.

http://www.assembleiasonline.com.br/

6

ON-LINE VOTE:

Shareholders may alternatively, vote by means of Assembleias Online® platform, at

www.assembleiasonline.com.br, between December 21, 2015 and January 19, 2016. In order to

access the electronic platform, the shareholders shall proceed with their registration in such platform.

For such purpose, the management of the Company will make a public request for proxy, in

accordance with CVM Instruction 481/09.

QUORUM:

The Extraordinary General Shareholders’ Meeting shall be installed on first call with the presence of

shareholders representing at least 1/4 (one-fourth) of the capital with the right of vote.

SUPPORT MATERIAL FOR THE GENERAL MEETING:

Copies of the documents to be discussed at the Meeting, including those requested by CVM Ruling

No. 481/09, are available to the Shareholders at the Company’s head offices, at its website of

Investor Relations (http://ri.totvs.com.br), as well as on the websites of CVM and BM&FBOVESPA –

Bolsa de Valores, Mercadorias e Futuros.

http://www.assembleiasonline.com.br/

7

4. APENDICES

4.1. CALL NOTICE

8

TOTVS S.A.

Publicly-held Company

CNPJ nº 53.113.791/0001-22

Notice of Call

Extraordinary General Shareholders Meeting

The shareholders are invited to attend the extraordinary general meeting of TOTVS S.A.

(“Company”) to be held, on first call, on January 21, 2016, at 10 am, at the Company’s

headquarters, located at Av. Braz Leme, nº 1.631, 2nd floor, in the city of São Paulo, State of São

Paulo, to discuss and vote the election of Mr. Wolney Edirley Gonçalves Betiol, to the position

of effective member of the Company’s Board of Directors.

Pursuant to article 10, paragraph 5 of the Company’s Bylaws, the Shareholders must submit, at

least 48 hours prior to the General Meeting, in addition to the relevant identity document and/or

corporate documents that evidences legal representation, as applicable: (i) evidence issued by the

financial institution depositary of the Company’s shares, no later than 5 days before the date of

the General Meeting; (ii) the proxy with the authenticated signatures of the grantor; and/or (iii) in

relation to the shareholders participating on the fungible custody and settlement of registered

shares, the records issued by the competent agency.

The Shareholder will also be allowed to vote through the platform Assembleias Online, at the

address http://www.assembleiasonline.com.br. For such purpose, the Shareholders will need to

perform their enrollment with such platform. The Company’s management will make the public

proxy request, pursuant to CVM Ruling 481/09, for such purpose.

Copies of the documents to be discussed at the General Meeting hereby convened, including

those requested by CVM Ruling No. 481/09, are available to the Shareholders at the Company’s

head offices, at its website of Investor Relations (http://ri.totvs.com.br), as well as on the websites

of CVM and BM&FBOVESPA – Bolsa de Valores, Mercadorias e Futuros.

São Paulo, December 18, 2015.

PEDRO LUIZ BARREIROS PASSOS

Chairman of the Board of Directors

9

4.2. MANAGEMENT PROPOSAL

10

TOTVS S.A.

CNPJ/MF nº 53.113.791/0001-22

NIRE 35.300.153.171

Management Proposal for the extraordinary general meeting

convened to January 21, 2016

To the shareholders,

The management of TOTVS S.A. (“TOTVS”) submits to the shareholders its proposal

(“Proposal”) on the matters to be resolved in the extraordinary general meeting convened, in first

call, to January 21, 2016, at 10:00 a.m., at the head office of TOTVS (“General Meeting”).

Election of a new member of the Board of Directors of TOTVS

In view of the resignation of Mr. Romero Venancio Rodrigues Filho, Brazilian citizen, single,

mechanical engineer and computer scientist, bearer of the Identity Card RG No. 27.178.343-6

SSP/SP, enrolled with the CPF/MF under No. 274.038.788-17, resident and domiciled in the city

of São Paulo, State of São Paulo, with office in the city of São Paulo, State of São Paulo, at Avenida

Braz Leme, 1.631, 2nd floor, Zip Code (CEP) 02511-000, from the position of effective member of

the Board of Directors of TOTVS, acknowledged by the Company’s Board of Directors in the

meeting held on November 19, 2015, it is the proposal the election of Mr. Wolney Edirley

Gonçalves Betiol, Brazilian citizen, electrical engineer, bearer of the Identity Card RG No.

3.314.094-0 SESP/PR, enrolled with the CPF/MF under No. 598.476.979-49, resident and domiciled

in the city of Curitiba, State of Paraná, with office in the city of São Paulo, State of São Paulo, at

Avenida Braz Leme, 1.631, 2nd floor, Zip Code (CEP) 02511-000, to such position, with a term of

office to end, jointly with the term of office of the current Directors, on the Annual General

Meeting of TOTVS of 2016.

The information required by article 10 of CVM Ruling No. 481/09, are attached hereto as Schedule

I.

Additional Information and Where to Find Them

The documents provided in the CVM Ruling No. 481, of December 17, 2009, were submitted to

CVM on this date, through the Sistema de Informações Periódicas (IPE), in accordance with article 6

of such Ruling, and are available to the shareholders, at the head office of TOTVS, on its Investor

Relations website (http://ri.totvs.com.br), and on the websites of BM&FBovespa

(www.bmfbovespa.com.br) and CVM (www.cvm.gov.br). The documents may be verified and

analyzed at the head office of TOTVS, and the shareholders who want to analyze them must

schedule a date and time for a visit with the Investor Relations Department.

GILSOMAR MAIA SEBASTIÃO

Executive and Financial Vice-President and Investor Relations Officer

11

SCHEDULE I

ELECTION OF THE EFFECTIVE MEMBER OF THE BOARD OF DIRECTORS

(pursuant to article 10 of ICVM 481)

12.5 Regarding each of the administrators and members of the audit committee of the issuer,

inform in a chart:

Name Wolney Edirley Gonçalves Betiol

Date of birth 01/28/1965

Profession Electrical Engineer

CPF/MF 598.476.979-49

Elected position Member of the Board of Directors

Election Date Extraordinary General Meeting, to be held on

January 21, 2016.

Date of investiture January 21, 2016

Term of office Until the Annual Meeting of TOTVS of 2016

Other positions or functions

exercised in the issuer N/A

If was elected by the controlling

shareholder No

If is an independent member and, in

case he is, which was the criteria

used by the issuer to determine the

independence

No

Number of consecutive elections N/A

Curriculum

Mr. Wolney Edirley Gonçalves Betiol was the co-founder and member of the Board of

Directors of Bematech S.A. since 1991. Graduated in Electrical Industrial Engineering,

Masters in Industrial Computing by Universidade Tecnológica Federal do Paraná, MBA at

Fundação Getúlio Vargas and specialization in management at IMD and Wharton Business

School. He was awarded the commendation of the Ordem Nacional do Mérito Científico by

the Science and Technology Ministry and the Knowledge Medal by the Industry,

Development and Foreign Trade Ministry. Was: (i) President of Afrac – Associação

Brasileira dos Fabricantes e Revendedores de Equipamentos de Automação Comercial; (ii)

President of Sindicato das Indústrias Eletro-Eletrônicas e Similares do Estado do Paraná; (iii)

Executive Officer of Abinee – Associação Brasileira da Indústria Eletro-Eletrônica; (iv)

Executive Officer of ANPEI – Associação Nacional de Pesquisa e Desenvolvimento das

Empresas Inovadoras; (v) Vice-President of FIEP- Federação das Indústrias do Paraná; (vi)

Director of Lactec – Instituto de Tecnologia para o Desenvolvimento; and (vii) member of

Contec - Conselho Superior de Tecnologia e Competitividade da FIESP – Federação das Indústrias

de São Paulo.

12

Court and administrative convictions

Mr. Wolney Edirley Gonçalves Betiol represented, for all legal purposes that, in the last

5 years, he was not subject to (i) any criminal conviction; (ii) any conviction or

application of penalty by administrative proceeding of CVM; (iii) any final conviction,

by a court or administrative that suspended or prohibited him to practice any

professional or commercial activity.

12.6 – Regarding each individual that acted as a member of the board of directors or of the audit

committee in the previous year, inform, in a chart, the percentage of the participation in the

meetings held by the respective body in the same period, that were held after the investiture in

the position

Not applicable, since Mr. Wolney Edirley Gonçalves Betiol did not acted as a member of

the board of directors or of the audit committee in the previous year.

12.7 – Information required by item 12.7 of the reference form:

Not applicable, since it is not the purpose to elect member of the committees.

12.8 – Information required by item 12.8 of the reference form:

Not applicable, since it is not the purpose to elect member of the committees.

12.9 – Information required by item 12.9:

There is no marital or next of kin, until 2nd degree, relation among Mr. Wolney Edirley

Gonçalves Betiol and (a) the remaining administrators of the Company; (b) the

administrators of the entities, direct or indirectly, controlled by the Company; (c) the

direct or indirect controlling shareholders of the Company or of their direct or indirect

controlling entities, or (d) the administrators of the entities, direct or indirectly,

controlled by the Company.

12.10 – Information required by item 12.10:

There is no subordination, services provider or control relation kept, on the last 3 years,

among Mr. Wolney Edirley Gonçalves Betiol and (a) entities, direct or indirect,

controlled by the Company (b) direct or indirect controller of the issuer; (c) supplier,

client, debtor or creditor of the Company, of its controlled or controlling entities or

controlled entities of any of those entities.

13

4.3. PUBLIC REQUEST FOR PROXY

14

TOTVS S.A.

Publicly-held Company

CNPJ nº 53.113.791/0001-22

Notice to the Market – Public Proxy Request

The management of TOTVS S.A. (“Company”) (BM&FBOVESPA: TOTS3) hereby informs its

Shareholders and the market that it will make a public request of proxy, pursuant to articles 22 et

seq. of CVM Ruling No. 481/09, for the vote at the extraordinary general meeting of the Company

to be held, in first call, on January 21, 2016, at 10 am.

The management of the Company requests proxies so that the Shareholders can assure their

participation at the referred Meeting, and allowing the Shareholders, according to their will, to

vote favorably, against or to abstain from voting in relation to the items specified on the agenda

included in the call notice approved at the Meeting of the Board of Directors held on December

18, 2015.

The call notice includes the following matter: to vote and approve the election of Mr. Wolney

Edirley Gonçalves Betiol, to the position of effective member of the Company’s Board of

Directors.

In case it is of your interest, you will be able to designated (a) Paulo Roberto Bellentani Brandão,

Joyce Costacurta Pacheco and Paula Maria de Olavarria Gotardello to vote in favor,

(b) Anderson Carlos Koch, Rita de Cassia Serra Negra and Talita Car Vidotto to vote against

and (c) Christiano Marques de Godoy, Anali Penteado Buratin and Luciana Pontes de

Mendonça Ikeda to abstain from voting in relation to the items of the agenda.

The Company will also allow the use of electronic proxies by the platform Assembleias Online®

http://www.assembleiasonline.com.br for voting at this Meeting.

To access the electronic platform, it will be necessary to enroll and to obtain a valid digital

certificate, noting that the issuance of the Assembleias Online® digital certificate is totally free for

the Shareholder. The instructions for the formalization and delivery of the electronic proxies, as

well as for obtaining a valid digital certificate, are available directly at the platform.

The proxy on physical form must be executed with the authenticated signatures, and followed by

the Company’s shareholders identification (issued by the financial institution depositary of the

Company’s shares – no later than 5 days before the date of the Meeting –, or in relation to the

shareholders participating on the fungible custody and settlement of registered shares, the

records issued by the competent agency), and must be sent to the Company’s head offices.

The proxies must be received and the electronic platform (Assembleias Online®

http://www.assembleiasonline.com.br ) must be accessed between December 21, 2015 and

January 19, 2016.

15

The public proxy request object of this Notice to the Market is promoted, organized and funded

by the management of the Company, with its estimated cost being R$1,500.00.

Copies of the documents to be discussed at the Meeting, including those requested by CVM

Ruling No. 481/09, are available to the Shareholders at the Company’s head offices, at its website

of Investor Relations (http://ri.totvs.com.br), as well as on the websites of CVM and

BM&FBOVESPA – Bolsa de Valores, Mercadorias e Futuros.

Sincerely,

GILSOMAR MAIA SEBASTIÃO

Executive and Financial Vice-President and Investor Relations Officer

Investor Relations Contact:

Douglas Henrique Furlan

Investor Relations

Phone: +55 (11) 2099-7773/7089

[email protected]

ri.totvs.com.br

http://ri.totvs.com.br/

16

SCHEDULE I

PROXY REQUEST

(Schedule 23 of CVM Ruling No. 481)

1. Inform the company’s name.

TOTVS S.A.

2. Inform the items for which the proxy is being requested.

The item included in the agenda of the call notice of the extraordinary general meeting to be

held on January 21, 2016, at 10 am, as follows: to approve the election of Mr. Wolney Edirley

Gonçalves Betiol, to the position of effective member of the Company’s Board of Directors.

3. Identify the individual or legal entities that promoted, organized and funded the proxy

request, even if partially, informing: a. Name and address b. Since when he/she/it is a

shareholder of the company c. Number and percentage of shares of each nature and class

owned by him/her/it d. Number of shares by loan e. Total exposure in derivatives based on

shares of the company f. Corporate, business or family relations, current or kept in the last 3

years with the company or with related parties of the company as defined in the accounting

rules about this subject.

The request was organized by the management and funded by the Company, whose address

is Av. Braz Leme, No. 1.631, 2nd floor, Zip Code (CEP) 02511-000, São Paulo – SP. The remaining

information requested are not applicable.

4. Inform if any of the persons mentioned in item 3, as well as any of its controlling companies,

controlled companies, companies under the same control or affiliates have a special interest in

the approval of the matters to which the proxy is being requested, describing in details the

nature and extent of such interest.

Not applicable.

5. Inform the estimated cost of the proxy request.

The Company estimates that the cost of this public proxy request is of R$1,500.00.

17

6. Inform if (a) the company paid for the proxy request or (b) if the individuals that made such

proxy request will seek the refund of the costs by the company.

The Company will pay all costs related to this proxy request.

7. Inform: a. The address to which the proxy shall be sent after its execution; or b. In case the

company accepts proxies through a system at the world wide web, the instructions for the

granting of the proxies.

a. The address to which the proxies shall be sent after their execution.

The proxies shall be delivered to the following address, to the attention of the Company’s

Investor Relations Department.

Av. Braz Leme, No. 1.631, 2nd floor, Zip Code (CEP) 02511-000, São Paulo – SP

In case the shareholder is a legal entity, the proxy shall be delivered jointly with its articles of

association/bylaws and other corporate documents evidencing the powers of the signatories.

In case the shareholder is an individual, the proxy shall be delivered jointly with a copy of the

related personal documents.

b. In case the company accepts proxies through a system at the world wide web, the

instructions for the granting of the proxies.

The receipt of electronic proxies shall occur through the Assembleias Online platform, at the

address “www.assembleiasonline.com.br”. For such purpose, it is necessary that the

shareholders use their enrollment with this platform.

b.1. Term of Vote in the Platform:

Between December 21, 2015 and January 19, 2016.

b.2. Electronic Address:

www.assembleiasonline.com.br

b.3. Information for the access of the Platform:

18

To be able to vote on the Internet through “Assembleias Online” system, the shareholder must

enroll itself on the address www.assembleiasonline.com.br and freely obtain its digital

certificate, following the steps described below:

Step 1 – Enrollment

a) Access the address www.assembleiasonline.com.br, select “cadastro e certificado” and select

its applicable profile (e.g. “I do not have a digital certificate yet” (“Eu ainda não tenho um

certificado digital”), Individual – resident or “I already have a digital certificate” (“Eu já tenho um

certificado digital”), Individual – resident).

b) Fill in the enrollment and select “cadastrar”, confirm the data and subsequently you will have

access to the Adhesion Term and if you represent an institution you will also have access to a

representation term.*

* If you already have a digital Certificate, it is only necessary to login and digitally sign the “Adhesion

Term” (“Termo de Adesão”) to be able to vote in the meetings.

c) For the validation of you enrollment, the adhesion and/or representation term must be

printed, all pages must be initialized, and signed with the notarization of the signature. The

shareholder will receive by e-mail the necessary documents to validate its enrollment.

Step 2 – Validation of the enrollment and receipt of the digital certificate

a) The shareholder will receive an e-mail from the website “Assembleias Online”, identifying

the necessary documents for the validation of the enrollment, including the adhesion term. The

sole cost of the shareholder is related to such documents – and once only.

b) Once its documents are validated by the team of “Assembleias Online”, the shareholder will

receive a new e-mail with the procedures for the issuance of Assembleias Online’s Digital

Certificate.

c) After the issuance of the certificate, the shareholder will be ready to vote at meetings.

Step 3 – Vote at the Meeting by the platform

To exercise its voting right through the electronic proxy, access

www.assembleiasonline.com.br and login, select the Meeting of TOTVS S.A. vote and digitally

sign the proxy. The deadline for the vote with electronic proxy shall be until January 19, 2016.

The shareholder will receive a receipt of its vote by e-mail.

19

ANEXO II

MODELO DE PROCURAÇÃO

(art. 24 da ICVM nº 481)

ANNEX II

PROXY DRAFT

(art. 24 of CVM Instruction n.481)

Nos termos do Art. 24 da Instrução CVM

481/09, neste Anexo os acionistas poderão

encontrar os modelos de procuração propostos

pela administração da Companhia para

participação e exercício do direito de voto na

assembleia geral extraordinária da

Companhia. O modelo a ser utilizado por V.Sa.

deverá estar adequado ao voto que pretenda

proferir com relação à matérias constante da

ordem do dia, conforme segue:

Under the terms of Article 24 of CVM

Instruction 481/09, in this Annex the

shareholders may find the proxy drafts

proposed by the company management to

participate and exercise their right to vote in

the extraordinary general shareholders’

meeting. The proxy draft to be used by you

shall be adequate to the vote you intend to give

with respect to the matter contained in the

agenda, as follows:

Anexo II-1 – Voto Favorável: Caso V.Sa.

pretenda votar a favor da aprovação da

matéria constante da ordem do dia, deverá

nomear como seus procuradores Paulo

Roberto Bellentani Brandão, brasileiro,

solteiro, advogado, inscrito na OAB/SP sob o

n.º 273.180, Joyce Costacurta Pacheco,

brasileira, solteira, advogada, inscrita na

OAB/SP sob o n.º 268.531 e Paula Maria de

Olavarria Gotardello, brasileira, casada,

advogada, inscrita na OAB/SP sob o n.º

216.647, cujo modelo de procuração encontra-

se no Anexo II-1 adiante.

Annex II-1 – Favorable Vote: If you intend to

vote for the approval of the matter contained

in the agenda, you shall appoint as your

proxies Paulo Roberto Bellentani Brandão,

Brazilian citizen, single, lawyer, enrolled with

OAB/SP under No. 273.180, Joyce Costacurta

Pacheco, Brazilian citizen, single, lawyer,

enrolled with OAB/SP under No. 268.531 and

Paula Maria de Olavarria Gotardello,

Brazilian citizen, married, lawyer, enrolled

with OAB/SP under No. 216.647, whose proxy

draft is in Annex II-1 below.

Anexo II-2 – Voto Contrário: Caso V.Sa.

pretenda votar contra a aprovação da matéria

constante da ordem do dia, deverá nomear

como seus procuradores Anderson Carlos

Koch, brasileiro, solteiro, advogado, inscrito

na OAB/SP sob o n.º 282.288, Rita de Cassia

Serra Negra, brasileira, separada, advogada,

inscrita na OAB/SP sob o n.º 147.067 e Talita

Car Vidotto, brasileira, solteira, advogada,

inscrita na OAB/SP sob o n.º 208.928, cujo

modelo de procuração encontra-se no Anexo

II-2 adiante.

Annex II-2 – Dissenting Vote: If you intend to

vote against the matter contained in the

agenda, you shall appoint as your proxies

Anderson Carlos Koch, Brazilian citizen,

single, lawyer, enrolled with OAB/SP under

No. 282.288, Rita de Cassia Serra Negra,

Brazilian citizen, divorced, lawyer, enrolled

with OAB/SP under No. 147.067 and Talita Car

Vidotto, Brazilian citizen, single, lawyer,

enrolled with OAB/SP under No. 208.928,

whose proxy draft is in Annex II-2 below.

20

Anexo II-3 – Abstenção: Caso V.Sa. pretenda

se abster de votar a matéria constante da

ordem do dia, deverá nomear como seus

procuradores Christiano Marques de Godoy,

brasileiro, solteiro, advogado, inscrito na

OAB/SP sob o nº 154.078, Anali Penteado

Buratin, brasileira, solteira, advogada, inscrita

na OAB/SP sob o n.º 196.610 e Luciana Pontes

de Mendonça Ikeda, brasileira, casada,

advogada inscrita na OAB/SP sob o nº 170.862,

cujo modelo de procuração encontra-se no

Anexo II-3 adiante.

Annex II-3 – Abstention: If you intend to

abstain from voting the matter contained in

the agenda, you shall appoint as your proxies

Christiano Marques de Godoy, Brazilian

citizen, single, lawyer, enrolled with OAB/SP

under No. nº 154.078, Anali Penteado Buratin,

Brazilian citizen, single, lawyer, enrolled with

OAB/SP under No. 196.610 and Luciana

Pontes de Mendonça Ikeda, Brazilian citizen,

married, lawyer, enrolled with OAB/SP under

No. 170.862, whose proxy draft is in Annex II-

3 below.

A Companhia informa que os procuradores

mencionados acima são advogados

contratados da Companhia.

The Company informs you that the proxies

above referred are lawyers retained by the

Company.

21

ANEXO II-1


VOTO FAVORÁVEL


PROCURAÇÃO

ANNEX II-1

PROXY DRAFT

FAVORABLE VOTE


PROXY

Outorgante:

Nome:

_________________________________________

__

RG (se pessoa física):

_________________________________________

__

CPF ou CNPJ:

_________________________________________

__

Endereço:

_________________________________________

__

Em se tratando de pessoa jurídica:

Representante Legal #1:

Nome:

_________________________________________

__

RG:

_________________________________________

__

CPF:

_________________________________________

__

Grantor:

Name:

_________________________________________

__

ID (if individual):

_________________________________________

__

CPF (Individual Taxpayer Registry Number)

or CNPJ (Corporate Taxpayer's ID):

_________________________________________

__

Address:

_________________________________________

__

In case of legal entity:

Legal Representative #1

Name:

_________________________________________

__

ID:

_________________________________________

__


or CNPJ (Corporate Taxpayer's ID)

_________________________________________

__

22

Cargo:

_________________________________________

__


Nome:

_________________________________________

__

RG:

_________________________________________

__

CPF:

_________________________________________

__

Cargo:

_________________________________________

__

Position:

_________________________________________

__


Name:

_________________________________________

__

ID:

_________________________________________

__



_________________________________________

__

Position:

_________________________________________

__

Outorgados:

[●]

Grantees:

[●]

O Outorgante, pelo presente instrumento

particular de mandato, nomeia e constitui os

Outorgados seus bastantes procuradores, com

poderes específicos e especiais para

representá-lo na qualidade de acionista da

TOTVS S.A., sociedade anônima com sede na

Cidade de São Paulo, Estado de São Paulo, na

Avenida Braz Leme, n.º 1.631, 2º andar, inscrita

no CNPJ/MF sob o nº. 53.113.791/0001-22

(“Companhia”), especialmente na assembleia

geral extraordinária a ser realizada, em

primeira convocação, no dia 21 de janeiro de

2016, às 10 horas, ou em segunda ou terceira

convocação, em datas oportunamente

designadas, e votar FAVORAVELMENTE à

aprovação da seguinte matéria constante da

The Grantor, by this proxy, appoints and

constitutes the Grantees as their attorneys in-

fact, with special and specific powers to

represent him as a shareholder of TOTVS S.A.,

with headquarters in the City of São Paulo,

State of São Paulo, at Avenida Braz Leme, No.

1.631, 2nd floor, registered with the corporate

roll of taxpayers CNPJ/MF under nº.

53.113.791/0001-22 (“Company”), especially in


meeting to be held, in first call, on January 21,

2016, at 10am, or in second or third calls on

dates to the informed in due course, and vote

FAVORABLY to the approval of the following

23

ordem do dia da assembleia geral

extraordinária:

item of the agenda of the extraordinary general

shareholders’ meeting:

Matéria Voto a

Favor

Eleger o Sr. Wolney Edirley

Gonçalves Betiol, para o cargo de

membro efetivo do Conselho de

Administração da Companhia.

Matter Approval

Vote

To elect Mr. Wolney Edirley

Gonçalves Betiol, to the position

of effective member of the

Company’s Board of Directors.

podendo para tanto os Outorgados

assinarem, individualmente ou em conjunto,

em nome e lugar do Outorgante, todo e

qualquer documento que se fizer necessário

em relação à referida assembleia geral

extraordinária, incluindo,

exemplificativamente, o livro de presença de

acionistas e a respectiva ata no Livro de Atas

de Assembleias Gerais da Companhia;

podendo ainda, a seu critério, substabelecer

total ou parcialmente os poderes outorgados

neste instrumento de procuração, mediante

as condições que julgar convenientes.

with power to the Grantees to sign,

individually or jointly, in name and place of

the Grantor, any necessary document

regarding the extraordinary general

shareholders’ meeting, including, for

example, the shareholder attendance book

and the respective minutes in the Book of

Minutes of General Meetings of the

Company; also with power to, at his

discretion, delegate all or part of the powers

hereby granted, under the conditions that he

shall deem proper.

[●] de [●] de 201[●]

___________________________

Assinatura(s)

[●], 201[●]

___________________________

Signature(s)

24

ANEXO II-2


VOTO CONTRÁRIO


PROCURAÇÃO

ANNEX II-2

PROXY DRAFT

DISSENTING VOTE


PROXY

Outorgante:

Nome:

_________________________________________

__


_________________________________________

__

CPF ou CNPJ:

_________________________________________

__

Endereço:

_________________________________________

__



Nome:

_________________________________________

__

RG:

_________________________________________

__

CPF:

_________________________________________

__

Grantor:

Name:

_________________________________________

__

ID (if individual):

_________________________________________

__



_________________________________________

__

Address:

_________________________________________

__



Name:

_________________________________________

__

ID:

_________________________________________

__



_________________________________________

__

25

Cargo:

_________________________________________

__


Nome:

_________________________________________

__

RG:

_________________________________________

__

CPF:

_________________________________________

__

Cargo:

_________________________________________

__

Position:

_________________________________________

__


Name:

_________________________________________

__

ID:

_________________________________________

__



_________________________________________

__

Position:

_________________________________________

__

Outorgados:

[●]

Grantees:

[●]









no CNPJ/MF sob o nº. 53.113.791/0001-22






designadas, e votar CONTRARIAMENTE à

aprovação da seguinte matéria constante da













dates to the informed in due course, and vote

AGAINST the approval of the following item

26

ordem do dia da assembleia geral

extraordinária:

of the agenda of the extraordinary general


Matéria Voto

Contrário


Gonçalves Betiol, para o cargo de

membro efetivo do Conselho de

Administração da Companhia.

Matter Dissenting

Vote


Gonçalves Betiol, to the

position of effective member of

the Company’s Board of

Directors.














with power to the Grantees to sign,

individually or jointly, in name and place of

the Grantor, any necessary document

regarding the extraordinary general

shareholders’ meeting, including, for

example, the shareholder attendance book

and the respective minutes in the Book of

Minutes of General Meetings of the

Company; also with power to, at his

discretion, delegate all or part of the powers

hereby granted, under the conditions that he

shall deem proper.

[●] de [●] de 201[●]

___________________________

Assinatura(s)

[●], 201[●]

___________________________

Signature(s)

27

ANEXO II-3


ABSTENÇÃO


PROCURAÇÃO

ANNEX II-3

PROXY DRAFT

ABSTENTION


PROXY

Outorgante:

Nome:

_________________________________________

__


_________________________________________

__

CPF ou CNPJ:

_________________________________________

__

Endereço:

_________________________________________

__



Nome:

_________________________________________

__

RG:

_________________________________________

__

CPF:

_________________________________________

__

Grantor:

Name:

_________________________________________

__

ID (if individual):

_________________________________________

__



_________________________________________

__

Address:

_________________________________________

__



Name:

_________________________________________

__

ID:

_________________________________________

__



_________________________________________

__

28

Cargo:

_________________________________________

__


Nome:

_________________________________________

__

RG:

_________________________________________

__

CPF:

_________________________________________

__

Cargo:

_________________________________________

__

Position:

_________________________________________

__


Name:

_________________________________________

__

ID:

_________________________________________

__



_________________________________________

__

Position:

_________________________________________

__

Outorgados:

[●]

Grantees:

[●]









no CNPJ/MF sob o nº. 53.113.791/0001-22






designadas, e se ABSTER de votar com relação













dates to the informed in due course, and

ABSTAIN from voting on the following item

29

à seguinte matéria constante da ordem do dia

da assembleia geral extraordinária:

of the agenda of the extraordinary general


Matéria Abstenção


Gonçalves Betiol, para o cargo

de membro efetivo do Conselho

de Administração da

Companhia.

Matter Abstention


Gonçalves Betiol, to the position of

effective member of the Company’s

Board of Directors.














with power to the Grantees to sign, individually

or jointly, in name and place of the Grantor, any

necessary document regarding the extraordinary

general shareholders’ meeting, including, for

example, the shareholder attendance book and

the respective minutes in the Book of Minutes of

General Meetings of the Company; also with

power to, at his discretion, delegate all or part of

the powers hereby granted, under the conditions

that he shall deem proper.

[●] de [●] de 201[●]

___________________________

Assinatura(s)

[●], 201[●]

___________________________

Signature(s)

summary - ri.totvs.com.brri.totvs.com.br/enu/2364/manual da ag_eng.pdf · fabricantes e...

Documents