RANDON S.A. Implementos e Participações

Listed Company

Annual and Extraordinary General Meeting

Call Notice

We invite the shareholders of Randon S.A. Implementos e Participações ("Company" or "Randoncorp"), to meet at the Annual and Extraordinary General Meeting ("AEGM"), to be held partially digitally, on April 18, 2024, at 2 pm - Brasília time, at the Company's headquarters, located at Av. Abramo Randon, 770, Bairro Interlagos, CEP 95055-010, Caxias do Sul (RS), to deliberate on the following agenda:

1. Annual General Meeting:

  1. Examine, discuss and vote on the annual management report, the financial statements, the independent auditors' and fiscal council's opinions regarding the fiscal year ended December
    31, 2023.
  2. Resolve on the allocation of net profit for the 2023 fiscal year.
  3. Elect the members of the Fiscal Council. And,
  4. Establish the global remuneration of administrators and fiscal councilors for the year 2024.

2. Extraordinary General Meeting

  1. Resolve on the proposal to Increase the Capital Stock, in the amount of R$ 706,830,135.89, through a partial incorporation of the Investment and Working Capital Reserve, without issuing new shares, in compliance with the provisions of Article 199 of the Law 6,404 of December 15,
    1976 ("LSA"). And,
  2. Once the capital increase is approved, decide on the new wording of Article 5 of the Company's Bylaws to include the new value of the Capital Stock of R$ 2,000,000,000.00, after the incorporation of reserves.

General Instructions:

  1. Representation: Pursuant to Article 126 of the LSA, and subsequent amendments, to participate and vote at the Meeting, the shareholder or their legal representative must present proof of ownership of the shares issued by the Company, issued by the depositary financial institution or by the custodian and also the following documents: (i) individual: ID card and, if applicable, power of attorney; (ii) legal entity: constitutive acts and documents proving the regularity of representation. When the shareholder is represented by an attorney-in-fact, the attorney-in-fact must have been established for less than a year, be a shareholder, administrator of the Company, lawyer or financial institution, and the investment fund administrator must represent their co-owners, except in the case of legal entities that may be represented by representatives appointed in accordance with the rules of the Brazilian Civil Code. Corporate and representation documents of legal entities and investment funds written in a foreign language must be translated into Portuguese, with sworn translation being waived.

It will be accepted to send the documents in digital form to the email ri@randoncorp.com, with a copy to the email governanca.corporativa@randoncorp.com, with no need to send physical copies to the Company's postal address. In accordance with the provisions of Article 15 of the Bylaws, the Company requests that these documents be sent, preferably, by April 16, 2024.

  1. Participation and voting: Shareholders, their legal representatives or attorneys, may participate in the AGOE in any of the ways below:

Remote Voting:Shareholders may express their intention to vote by sending the respective Remote

Voting Ballots: (i) to the Company's bookkeeping institution, through the Banco Itaú Branch Network;

  1. its custody agents who provide this service, in the case of shareholders holding shares deposited in a central depository; and, (iii) directly to the Company, to the emailgovernanca.corporativa@randoncorp.com,with a copy to ri@randoncorp.com,with no need to subsequently send the physical copy to the postal address.

During the AEGM via Electronic System:the Shareholder will be able to participate and vote virtually during the AEGM. To do so, the shareholder must send it to the email governanca.corporativa@randoncorp.com,upon request for confirmation of receipt, at least 2 (two) days in advance of the date scheduled for the AEGM, that is, up to 16 April 2024, the documents mentioned in paragraph ("a") above. With the registration approved, the Company will send, to the electronic address indicated by the Shareholder, an individual and non-transferable invitation (link) to access the Digital Platform www.zoom.us,accompanied by the respective instructions for access.

In person:the Company has provided a Remote Voting Ballot and an electronic system for shareholder participation via video conference, as described in this Notice, and it is also possible to appoint the Company's own attorneys to represent Shareholders. In this sense, it recommends that they be in person when it is impossible to adopt alternative remote voting and participation procedures.

  1. Additional information and documents related to the AEGM: The Shareholder Participation Manual with management proposals, additional information and detailed guidelines for participation in the AEGM, are available at the Company's headquarters and on the pages of the company's global computer network, https://ri.randoncorp.com/, the Securities and Exchange Commission (CVM),https://www.gov.br/cvm/pt-brand B3 S.A. Brasil, Bolsa, Balcão, www.b3.com.br. All documents relating to the matters included in the Agenda of this Notice are available at the same addresses.
  2. Clarifications: Any clarifications may be obtained via the email addresses governanca.corporativa@randoncorp.com or ri@randoncorp.com or by telephone (54) 3239-2531 or 3239-2533.

Caxias do Sul, March 15, 2024.

David Abramo Randon

Chairman of the Board of Directors

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Randon SA Implementos e Participações published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2024 20:54:52 UTC.