Randon S A Implementos e Participações : MINUTES N° 981 OF THE BOARD OF DIRECTOR'S MEETING

RANDON S.A. IMPLEMENTOS E PARTICIPAÇÕES

Listed Company

Minutes No 981 of the Board of Directors Meeting

1. DATE, TIME AND VENUE: On December 14, 2023, at 9:00 am, in a semi-presential manner, at the Company's headquarters, located at Abramo Randon Ave., 770, Caxias do Sul, RS.
2. ATTENDANCE: The majority of the members of the Board of Directors and members of the Executive Board. Ana Carolina Ribeiro Strobel justified her absence.
3. PRESIDING BOARD: David Abramo Randon - President, and Claudia Onzi Ide, Secretary.
4. RESOLUTIONS: In accordance with the agenda known to all, and in line with the statutory provisions, the following resolutions were taken:

1. The Directors, by unanimous vote, approved the credit and payment of interest on equity to shareholders, observing the form and limits established by the legislation and the following conditions: (i) amount of R$ 117,975,599.95, corresponding to R$ 0.35936 per share, which may be attributed to dividends for the 2023 financial year, as decided in the next AGM; (ii) the credit will be accounted for on December 29, 2023 and all shareholders holding shares issued by the Company on December 20, 2023 will be entitled to interest on equity; (iii) the shares will be traded ex-right to interest on equity from December 21, 2023, inclusive; (iv) the payment start date will be January 24, 2024; and, (v) payment will be subject to withholding of 15% income tax at source, subject to legal exceptions.
2. By unanimous vote, the Board members formalized a favorable statement regarding the Annual Operations Plan for the year 2024.
3. The Board members discussed the indicative thematic agenda for the year 2024, which was approved, in line with the planned meeting calendar.
4. The 2024/2025 Corporate Risk Map was presented and, after analysis and clarification of the questions asked by area managers, the Board Members expressed their support for the classification presented.
5. Subsequently, the Directors analyzed the results of the internal audit in the 2023 fiscal year and, by unanimous vote, approved the proposal for processes to be audited and their respective schedule, contained in the Annual Internal Audit Plan of the Company and Subsidiaries for 2024 proposed.
6. The Board members analyzed the annual review of the eighteen Randoncorp Corporate Policies, namely: (1) Policy for Hiring External Audit and Extra-Audit Services; (2) Investment Management Policy; (3) Foreign Exchange Risk Management Policy; (4) Finance Policy; (5) Personal Data Privacy Policy; (6) Related Party Transactions Policy; (7) Sponsorship and Donation Policy; (8) Property Security Policy; (9) Information Security Policy; (10) Internal Audit Policy; (11) Risk Management Policy; (12) Consequences Policy; (13) HSE Policy; (14) Corporate Purchasing Policy; (15) Controllership Policy; (16) People Management Policy; (17) Compliance Policy; (18) Anti-Corruption Policy; and, the Company's policies on Management and Auditors' Remuneration, Disclosure and Trading of Securities and Allocation of Results, approving, by unanimous vote, their consolidation with the incorporated modifications.
   5. CLOSURE: There being no further matters to address, the meeting was closed,and the minutes were drawn up, read, approved in all its terms, and electronically signed by all Board members, through the Docusign digital platform. Caxias do Sul, December 14, 2023. Board members: David Abramo Randon, Alexandre Randon, Pedro Ferro Neto and Vicente Furletti Assis.

As Secretary of the Meeting, I declare that this is a faithful copy of the minutes drawn up in the Minutes' Book and that the signatures are authentic.

Caxias do Sul, December 14, 2023.

Claudia Onzi Ide

Secretary