Randon S A Implementos e Participações : Notice to the Market

NOTICE TO THE MARKET

PUBLIC OFFERING OF DISTRIBUTION, UNDER THE RITE OF AUTOMATIC REGISTRATION AND FIRM GUARANTEE REGIME FOR THE DISTRIBUTION OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, OF THE UNSECURED TYPE, IN A SINGLE SERIES, OF THE 11TH (ELEVENTH) ISSUE

RANDON S.A. IMPLEMENTOS E PARTICIPAÇÕES

CNPJ No. 89.086.144/0011-98

Company registered as a category "A" publicly-held company with the CVM under No. 01410-9Rua

Avenida Abramo Randon, nº 770, 1º floor, Interlagos

CEP 95.055-010, Caxias do Sul - RS

ISIN: BRRNDNDBS076

Standard & Poor's Debentures Risk Rating: "brAA+"*

*This ranking was conducted on April 22, 2024.

RANDON S.A. IMPLEMENTOS E PARTICIPAÇÕES, qualified above, as issuer("Issuer"), together with BANCO ITAÚ BBA S.A., a financial institution that is part of the securities distribution system, headquartered in the city of São Paulo, state of São Paulo, at Avenida Brigadeiro Faria Lima, nº 3.500, 1st, 2nd and 3rd (party), 4th and 5th floors, Itaim Bibi, CEP 04.538-132,registered in the National Registry of Legal Entities of the Ministry of Finance ("CNPJ") under No. 17.298.092/0001-30("Lead Coordinator"), in conjunction with BANCO SAFRA S.A., a financial institution that is part of the securities distribution system, headquartered in the city of São Paulo, state of São Paulo, at Avenida Paulista, nº 2.100, Bela Vista, CEP 01.310-930,registered with the CNPJ under No. 58.160.789/0001-28("Safra" and, together with the Lead Coordinator, the "Coordinators"), within the scope of the public offering of distribution of 600,000 (six hundred thousand) simple, non-convertibledebentures, of the unsecured type, in a single series, of the 11th (eleventh) issue of the Issuer, with a nominal unit value of R$ 1,000.00 (one thousand reais), totaling, on the date of issuance, that is, May 17, 2024, a total amount of R$ 600,000,000.00 (six hundred million reais) ("Issue" and "Debentures"", respectively), carried out in accordance with CVM Resolution No. 160, of July 13, 2022 ("CVM Resolution 160"), and other applicable laws and regulations ("Offering"), HEREBY COMMUNICATEthat, pursuant to the terms of article 61 of CVM Resolution 160, the Bookbuilding Procedure was carried out on May 20, 2024 , organized by the Coordinators, through the collection of investment intentions, without receiving reserves, without minimum or maximum lots, to define the final rate of the Remuneration of the Debentures, having been defined that the Unit Face Value of the Debentures or the balance of the Unit Face Value of the Debentures will be subject interest remuneration corresponding to the accumulated variation of 100% (one hundred percent) of the average daily rates of the DI - One-dayInterbank Deposit, "over extra-group",expressed in the format percentage per annum, base 252 (two hundred and fifty-two)Business Days, calculated and disclosed daily by B3 ("DI Rate"), plus a surcharge (spread) of 1.1700% (one integer and seventeen thousand tenths thousandths of percent) per annum, based on 252 Business Days, to be calculated according to the formula contained in the Deed of Issue. The result of the Bookbuilding Procedure is being disclosed hereby the Notice to the Market (as defined below) pursuant to article 61, paragraph 4, of CVM Resolution 160.

ADDITIONAL INFORMATION

The terms beginning in capital letters and used in this "Notice to the Market ("Notice to the Market"), which are not defined herein, shall have the meaning attributed to them in the "Instrumento Particular de Escritura da 11ª (Décima Primeira) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie Quirografária, em Série Única, para Distribuição Pública, Sob o Rito de Registro Automático de Distribuição, da Randon S.A. Implementos e Participações" ("Original Deed of Issue"), entered into, on April 19, 2024, between the Issuer and OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution, headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida das Américas, nº 3.434, Bloco 07, sala 201, Barra da Tijuca, CEP 22.640-102, registered with the CNPJ under No. 36.113.876/0001-91, in the quality of agent fiduciary ("Fiduciary Agent" and "Original Deed of Issue", respectively), as amended by the "Primeiro Aditamento ao Instrumento Particular de Escritura da 11ª (Décima Primeira) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie Quirografária, em Série Única, para Distribuição Pública, sob o Rito de Registro Automático de Distribuição, da Randon S.A." entered into on May 21, 2024 between the Issuer and the Fiduciary Agent ("First Amendment to the Original Deed of Issue" and, together jointly with Original Deed of Issue, "Deed of Issue").

THE OTHER TERMS AND CONDITIONS OF THE OFFER REMAIN UNCHANGED, EXCEPT TO THE EXTENT THAT THEY ARE AFFECTED BY THE FACTS COMMUNICATED HEREIN.

AS THIS IS AN OFFER INTENDED EXCLUSIVELY FOR PROFESSIONAL INVESTORS, PURSUANT TO ARTICLE 57, PARAGRAPH 1, SUBPARAGRAPH V, OF CVM RESOLUTION 160, THE DISCLOSURE OF THE PROSPECTUS AND THE OFFERING SHEET WAS WAIVED FOR THE EXECUTION OF THIS OFFERING.

CONSIDERING THAT THE OFFERING IS SUBJECT TO THE AUTOMATIC DISTRIBUTION REGISTRATION PROCEDURE, THE REGISTRATION OF THE OFFERING DOES NOT REQUIRE PRIOR ANALYSIS BY THE CVM. IN THIS SENSE, THE DOCUMENTS RELATED TO THE DEBENTURES AND THE OFFERING WERE NOT SUBJECT TO REVIEW BY THE CVM, INCLUDING THIS NOTICE TO THE MARKET.

CONSIDERING THAT THE OFFERING IS INTENDED EXCLUSIVELY FOR PROFESSIONAL INVESTORS, PURSUANT TO ARTICLE 26, ITEM V, PARAGRAPH "A", AND ARTICLE 27, ITEM I, OF CVM RESOLUTION 160, AND IS, THEREFORE, SUBJECT TO THE AUTOMATIC DISTRIBUTION REGISTRATION PROCEDURE PROVIDED FOR IN CVM RESOLUTION 160, THE DEBENTURES WILL BE SUBJECT TO RESTRICTIONS ON RESALE, AS INDICATED IN ARTICLE 86, ITEM II OF CVM RESOLUTION 160.

THE OFFER IS IRREVOCABLE, BUT MAY BE SUBJECT TO PREVIOUSLY INDICATED CONDITIONS THAT CORRESPOND TO A LEGITIMATE INTEREST OF THE COMPANY AND WHOSE IMPLEMENTATION DOES NOT DEPEND ON THE DIRECT OR INDIRECT ACTION OF THE COMPANY OR PERSONS RELATED TO IT, PURSUANT TO ARTICLE 58 OF CVM RESOLUTION 160.

THE REGISTRATION OF THIS OFFERING DOES NOT IMPLY, ON THE PART OF THE CVM, A GUARANTEE OF THE VERACITY OF THE INFORMATION PROVIDED OR IN JUDGMENT ON THE QUALITY OF THE ISSUER, AS WELL AS ON THE DEBENTURES TO BE DISTRIBUTED.

CAREFULLY READ THE TERMS AND CONDITIONS OF THE DEED OF ISSUE AND THE ISSUER'S REFERENCE FORM BEFORE MAKING YOUR INVESTMENT DECISION, IN PARTICULAR THE "RISK FACTORS" SECTION. ADDITIONAL INFORMATION ABOUT THE OFFERING AND THE DEBENTURES MAY BE OBTAINED FROM THE ISSUER, THE COORDINATORS AND/OR THE CVM.

THIS NOTICE TO THE MARKET IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO SELL SECURITIES.

May 21, 2024.

COORDINATORS