Randon S A Implementos e Participações : MINUTES No. 905 OF THE BOARD OF DIRECTORS MEETING
August 12, 2020 at 05:18 pm EDT
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RANDON S.A. Implementos e Participações
Listed Company
Minutes No 905 of the Board of Directors Meeting
DATE, TIME AND VENUE: On August 12, 2020, at 1:30 p.m., at the Company's headquarters, located at Abramo Randon Ave. 770, in Caxias do Sul, RS.
ATTENDANCE: Through the Microsoft Teams digital platform, all members of the Board of Directors and members of the Executive Board.
PRESIDING BOARD: David Abramo Randon - Chairman and Alexandre Randon - Secretary.
RESOLUTIONS: In accordance with the Agenda, known to all, the Board:
Took note of and analyzed the Financial Statements and the Management Release for the second quarter of the current year (2Q2020), audited and reviewed by Ernst
Young Auditores Independentes SS, and unanimously approved their disclosure according to the law;
In accordance with the Article 22, item "l" of the Bylaws, decided to approve the credit and payment of interest on equity to shareholders, for the period from January to July 2020, subject to the form and limits established according to its own legislation and the following conditions: (i) amount to be credited and paid of R$ 30,797,085.57, corresponding to R$ 0.09159 per common and preferred share, which may be attributed to dividends related to the year of 2020, as may be resolved at the next Ordinary General Meeting, including such amount to the amount of dividends distributed for all purposes provided for in the corporate law; (ii) all shareholders holding shares issued by the Company on August 17, 2020 will be entitled to interest on equity; (iii) the shares will be traded ex-right to interest on equity as of August 18, 2020, inclusive; (iv) the payment start date will be August 26, 2020; and, (v) the payment will be subject to a 15% withholding income tax, subject to legal exceptions.
Deliberate to approve the constitution of a subsidiary, a limited company, called Conexo Serviços Digitais e Coworking Ltda., with initial share capital of R$ 800,000.00 and the purpose of creating an open innovation hub, to enhance digital and cultural transformation, capture efficiency gains and internal productivity and create new digital businesses.
CLOSURE: There being no other matters to address, the meeting was closed and the minutes were drawn up, which, read and approved in all their terms, were electronically signed by all Directors, through the digital platform Docusign.
Caxias do Sul, August 12, 2020.
Board of Directors: David Abramo Randon, Alexandre Randon, Ruy Lopes Filho, William Ling and Pedro Ferro Neto.
As Chairman of the Meeting, I hereby declare that this extract is a true copy of the minutes drawn up in the proper book and the authenticated signatures.
Caxias do Sul, August 12, 2020.
David Abramo Randon
Chairman
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Randon SA Implementos e Participações published this content on 12 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2020 21:17:05 UTC
Randon SA Implementos e Participacoes, formerly Randon Participacoes SA, is a Brazil-based company primarily engaged in the manufacture of heavy vehicles and parts. The Company's activities are divided into three business segments: Railway wagons and vehicles, which focuses on the production and distribution of various wagon types, such as hopper, gondola, platform, tank, sider and telescopic, as well as off-road trucks, truck bodies, trailers and semi-trailers; Automotive parts, which is responsible for the manufacture and marketing of automobile components for suspension, brake and transmission system, among others, and Services, which provides services related to the administration of consortium groups for the purchase of durable goods, as well as financing services for the Company's customers. It operates a distribution network in Latin America and Africa. The Company is a subsidiary of Dramd Partiicipacoes e Administracao Ltda.