Randon S A Implementos e Participações : Material Fact Acquisition of Kuo Refacciones Purchase Agreement

RANDON S.A. Implementos e Participações

Listed company

MATERIAL FACT

Randoncorp (Randon S.A. Implementos e Participações | B3: RAPT3 and RAPT4) ("Company"), in compliance with the provisions of Law 6,404, of December 15, 1976, and the Securities and Exchange Commission Resolution No. 44, of August 23, 2021, informs its shareholders and the market in general, that the subsidiaries of its controlled company Fras-le S.A. ("Frasle Mobility"), Fras-le México S. de R. L. de C.V. ("Fras-leMéxico") and Fras-le North America, Inc. ("FNAI") contracted on this date the acquisition of a set of assets comprising (a) 100% of the shares of the company Dacomsa, S.A. de C.V. ("Dacomsa"), and indirectly through Dacomsa, (b) 99.99984017% of the shares of the company Kuo Motor, S.A. de C.V. ("Kuo Motor") and 100% of the shares of Fricción y Tecnologia S.A. de C.V. ("Fritec" and, together with Dacomsa and Kuo Motor, the "Acquired Companies"), and (c) other tangible and intangible assets related to the Acquired Companies business ("Acquisition").

The Acquired Companies are part of the aftermarket division of the Kuo S.A.B of C.V. ("Kuo Refacciones") Group and are holders of the brands MORESA, TF VICTOR and FRITEC, whose products are distributed and sold by Dacomsa, which is one of the main distributors of aftermarket parts in México, with wide access to channels and main agents in the sector in this country. The brands MORESA and TF VICTOR are leaders in the supply of pistons and gaskets for engines, while FRITEC is the leader in the supply of brake pads and linings for light vehicles.

In 2023, the Acquired Companies obtained net revenue of approximately R$ 1.4 billion. The total acquisition price is equivalent to R$ 2.1 billion and is subject to adjustments, as foreseen in the purchase and sale agreement signed on this date. The closing, in which Fras-Le Mexico will effectively assume direct control of Dacomsa and indirect of Fritec and Kuo Motor, will occur after the fulfillment of precedent conditions.

The acquisition is part of the Company's strategy to internationalize its business in the aftermarket sector through product diversification and brand expansion in its portfolio, reaffirming the position of its controlled company Frasle Mobility as one of the largest "house of brands" in the auto parts aftermarket in Brazil, which, after this acquisition, will have the same representativeness in Latin America.

Frasle Mobility will hold a videoconference on this date, at 7:00 p.m. (Brasília time) to provide information and further clarification on this deal. To access, click here.

Shareholders and the market will be, timely and adequately, informed about the conclusion of the Acquisition.

Caxias do Sul, June 24, 2024.

Paulo Prignolato

Investor Relations Officer