RAPT4

Randoncorp S.A., known in the Brazilian capital markets as Randon and traded on B3 under the tickers RAPT3 and RAPT4, traces its origins back to 1949 in Caxias do Sul (RS), when brothers Raul Anselmo Randon and Hercílio Randon opened a repair shop focused on engine overhauls and, later, on manufacturing air brakes for trucks. The business was formalized in 1952 with the incorporation of Mecânica Randon Ltda., which went through several corporate restructurings until reaching its current configuration as an industrial holding company with global operations. The company has been listed on the stock exchange since 1971, and in 1993 it consolidated its holding structure by transforming RAR Participações into Randon Participações S.A., bringing various group companies under a publicly traded structure. In 2003, the holding company was renamed Randon S.A. Implementos e Participações and, in 2025, following a new corporate reorganization and brand repositioning that began in 2022, it adopted the name Randoncorp S.A., reinforcing its strategy of a more globalized presence.

Throughout the 1980s and 1990s, Randoncorp expanded through vertical integration, diversification and internationalization. During this period, it established strategic joint ventures, such as Master Sistemas Automotivos Ltda., in partnership with then Rockwell International (now Cummins-Meritor), focused on brake systems, and JOST Brasil Sistemas Automotivos Ltda., in association with Germany’s JOST Werke, focused on coupling systems. In 1987, it created Randon Administradora de Consórcios, marking its entry into financial services related to transportation. International expansion began with Randon Argentina S.A. in 1994, dedicated to the manufacturing and sale of semi-trailers, and gained additional momentum with the acquisition of control of Fras-le S.A. in 1996, consolidating a significant presence in the friction materials segment. In parallel, the creation of Suspensys Sistemas Automotivos in 1997 strengthened the offering of suspension and axle systems, contributing to the integration of the group’s automotive value chain.

In the 2000s and the following decade, Randoncorp intensified the expansion of its industrial and services ecosystem. The founding of Castertech Fundição e Tecnologia in 2006, initially as a captive foundry aimed at internal supply, evolved into an operation providing foundry, machining, painting and assembly, with its own portfolio of finished products, supporting vertical integration and production flexibility. In 2010, the creation of Banco Randon S.A. consolidated its presence in the financial market, focusing on credit, financing, digital accounts, investments and working capital solutions connected to the logistics chain and the group’s businesses. The acquisition of Folle Indústria de Implementos Rodoviários, converted into the Randon Chapecó unit, expanded semi-trailer capacity, while the opening of the Araraquara plant in 2018 also took the company into the railcar segment. The Randon Triel-HT joint venture in 2019 reinforced specialization in road implements for specific applications.

From 2020 onward, Randoncorp entered a cycle of accelerated growth based on advanced technology, innovation, portfolio expansion and internationalization. It created the corporate venture capital arm RVC Venture Capital Ltda., dedicated to investments in startups linked to financial solutions, automotive, industrial digitalization and the future of mobility. Conexo Serviços Digitais e Coworking began operating as an innovation and collaboration hub, while Centro Tecnológico Randon (CTR), a joint venture with Fras-le, became consolidated as a testing and product development infrastructure for the automotive sector. The acquisition of Randon Auttom Automação e Robótica added capabilities in robotic cells and industrial automation, and Randon Corretora de Seguros expanded the offering of insurance for individuals, companies, vehicles and cargo. The incorporation of Venice Implementos Rodoviários and Randon Holdco USA LLC intensified its commercial and corporate presence in new geographies, including the entry into semi-trailer manufacturing in the United States through Hercules.

Randoncorp’s business model is structured into five verticals: Auto Parts, Motion Control, Assembly, Financial Solutions and Services, and Advanced Technology and Headquarters. In 2024, consolidated net revenue reached approximately R$ 11.9 billion after intragroup eliminations, with the Auto Parts, Motion Control and Assembly segments each accounting for around 30% of consolidated gross revenue before eliminations, evidencing significant diversification across industrial activities. The Auto Parts vertical groups companies such as Master, JOST Brasil, Castertech, Suspensys and AXN Heavy Duty, dedicated to producing suspensions, axles, brake systems, couplings, cast and machined components for commercial vehicles and agricultural machinery. The Motion Control vertical, centered on Fras-le and its subsidiaries under the Frasle Mobility brand, produces friction materials and components for brake, suspension, steering and powertrain systems, supplying automakers and the global aftermarket with a wide product portfolio. The Assembly vertical manufactures semi-trailers, railcars and replacement parts, while Financial Solutions and Services brings together consortia, banking, insurance, leasing, telematics, fleet management, startup investments and software development.

Randoncorp has a broad geographic presence, with headquarters in Caxias do Sul and industrial operations, distribution centers and commercial offices on four continents. The consolidated portfolio exceeds 63 thousand SKUs sold in more than 125 countries, supported by 34 industrial units, 18 distribution centers and nine commercial offices, in addition to three companies dedicated to innovation and nine units in the financial solutions and services areas. In Brazil, the company maintains plants and operations in several states, such as Rio Grande do Sul, Santa Catarina, São Paulo, Rio de Janeiro and Minas Gerais, as well as units in Mexico, the United States, Europe, Asia and other Latin American countries, through subsidiaries such as Fras-le Panamericana, Suspensys Automotive Systems in Mexico, distribution centers in Argentina, Europe and China, and industrial plants in China, the United States, India and Argentina. This structure supports a customer base made up of large global automakers (OEMs), implement manufacturers, agricultural machinery manufacturers and auto parts distribution networks, with no material revenue concentration in a single customer.

From a regulatory standpoint, Randoncorp’s industrial activities in Brazil are subject to operating licenses and other authorizations typical of business activity, especially in the environmental field. The company maintains licenses issued by agencies such as the National Environment Council (CONAMA) and IBAMA, as well as state environmental protection agencies, with renewal processes conducted on a preventive basis. The group also meets professional registration requirements with CREA and adopts an integrated management system covering quality, health, safety and the environment, with certifications such as ISO 9001, ISO 14001, IATF 16949, ISO 45001, ISO 17025 and ISO 10844. Non-compliance with environmental legislation could lead to administrative and criminal sanctions, but the company reports a track record of obtaining and renewing licenses compatible with the regular continuity of its operations.

In sustainability and ESG practices, Randoncorp structures its activities through formal Health, Safety and Environment and Sustainability policies, focusing on legal compliance, accident prevention, environmental protection and the integration of sustainable practices into corporate culture. The company has made public commitments to reduce greenhouse gas emissions by 40% by 2030 and to eliminate the disposal of waste in industrial landfills, as well as to reuse 100% of treated effluents by 2025. At the end of 2024, it reported reuse of more than 55% of treated effluents and diversion of more than 87% of its waste from industrial landfills, in addition to a trajectory of reduced CO2 emissions intensity in scopes 1 and 2, from 2.72 kgCO2e per hour worked in 2020 to 1.91 in 2024. The company also monitors scope 3 emissions, which represent a significant share of its carbon footprint, and invests in production processes with lower environmental impact, while developing technologies such as electric auxiliary traction systems and electromobility solutions, integrating innovation and energy transition requirements into its industrial portfolio.

As an industrial holding company listed on B3, Randoncorp consolidates a connected ecosystem of companies focused on the automotive value chain, from the production of auto parts, friction materials and motion control systems to the manufacturing of semi-trailers and railcars, financial services, insurance, leasing and advanced technological solutions. The RAPT3 and RAPT4 shares represent an interest in this set of businesses diversified by product, customer, geography and operating segment, underpinned by quality management, international certifications and public commitments to environmental and social sustainability.