| 1 | Approve the Protocol and Justification of Merger of Datasul S.A. (“Datasul”), TOTVS BMI Consultoria Ltda. (“TOTVS BMI”) and BCS Holding e Participações Ltda. (“BCS”), with the Company, entered into by Datasul, TOTVS BMI, BCS and Totvs on October 15, 2008. | For |
| 2 | Approve the ratification of the hiring of APSIS Consultoria Empresarial Ltda. in order to prepare the valuation reports for Datasul, TOTVS BMI and BCS, based on their respective book equity values, pursuant to the terms of the Protocol (“Valuation Reports”). | For |
| 3 | Approve valuation reports. | For |
| 4 | Approve the merger of Datasul, TOTVS BMI and BCS with the company, pursuant to the terms of the Protocol and the Material Fact. | For |
| 5 | Authorize the company’s administrators to carry out all the acts necessary for implementing and formalizing the merger, under the terms of the Protocol and Material Fact. | For |
