RPAD5 Alfa Holding

Alfa Holdings S.A., traded on B3 under the tickers RPAD3, RPAD5 and RPAD6, is a publicly held company whose origins date back to 1959. Initially incorporated in Belo Horizonte (MG) under the name Participação e Administração S.A. – PASA, the company was created with the purpose of holding equity interests in other companies. In 1969, after an Extraordinary Shareholders’ Meeting, the company’s headquarters were moved to São Paulo (SP) and its name was changed to Real S.A. Participações e Administração. In 1999, a new name change consolidated its current identity as Alfa Holdings S.A., maintaining its focus on equity investments. Since 1977, the company has been registered with the Brazilian Securities and Exchange Commission (CVM) as a publicly held company, reinforcing its long-standing track record in the Brazilian capital markets.

Throughout its history, Alfa Holding has established itself as a pure holding company, with its core activity focused on maintaining equity interests in other companies. The company’s revenue substantially comes from equity income, reflecting the performance of its associates and subsidiaries rather than direct commercial operations with clients. Its corporate purpose allows it to engage in any type of trade and industry, with an emphasis on activities such as representation, administration and the provision of services to commercial and industrial companies, as well as the possibility of participating as a partner in other entities. In practice, its predominant vocation is that of an investment holding company focused on the financial, insurance and private pension segments.

Alfa Holding’s investment structure is primarily directed to the financial sector, through companies such as Banco Alfa de Investimento S.A., Financeira Alfa S.A. – Crédito, Financiamento e Investimento, Alfa Corretora de Câmbio e Valores Mobiliários S.A., Banco Alfa S.A. and Alfa Arrendamento Mercantil S.A. These vehicles concentrate wholesale and retail banking, credit, foreign exchange, brokerage and leasing activities. In the insurance and pension field, the holding company holds interests in Alfa Seguradora S.A. and Alfa Previdência e Vida S.A., which are controlled by the associate Corumbal Participações e Administração Ltda. Thus, the company organizes its portfolio in three major business lines in its investees: wholesale (investment bank and brokerage), retail (multiple bank, finance company and leasing), and insurance and pension (insurer and pension and life company).

In its recent financial statements, Alfa Holdings has been reporting results on a standalone basis, without its own operating segment disclosure, in line with its holding company profile. The company has no direct clients accounting for more than 10% of its net revenue, nor does it report a recurring client base, as its activity does not involve selling products or services to third parties on a commercial scale. Earnings generation derives mainly from the financial, operating and equity performance of its investees, recognized through equity income. Items such as interest income, financial margin, operating expenses and taxes complement the income statement structure, but the economic core of the business remains tied to the performance of its investment conglomerate.

The relationship between Alfa Holding and the Alfa Conglomerate has undergone significant changes in corporate control since 2022. In November of that year, Banco Safra and Administradora Fortaleza entered into an agreement for the acquisition of all shares held by the latter in Alfa Conglomerate entities operating in credit to individuals and companies, private banking, wealth management, asset management, investment banking and insurance. The transaction closed in October 2023, when Banco Safra became the conglomerate’s controlling shareholder. In October 2023, Safra filed with the CVM requests for registration of unified tender offers for the acquisition of shares issued by publicly held companies in the group, based on the transfer of control and on proposals for deregistration. The tender offer auctions in February 2024 resulted in the acquisition of additional stakes and the attainment of the quorum required to go private in some of the conglomerate’s companies, even though Alfa Holding remained a listed company.

In April 2024, Banco Safra acquired 14,720,704 shares of Alfa Holdings S.A., increasing its stake to 80.5% of the capital, which reinforced its position as controlling shareholder. As the acquisition represented more than one third of the free float, a request for registration of a tender offer for the acquisition of shares due to increase in stake was filed in May 2024. The auction for this tender offer took place in September 2024, with a further share acquisition, but without reaching the quorum required for deregistration as a publicly held company. As a result, Alfa Holding remained listed, with RPAD3, RPAD5 and RPAD6 shares still traded on B3, albeit under Banco Safra’s majority control and within the context of the group’s corporate restructuring.

Regarding its geographic footprint, Alfa Holding has no branches and maintains its headquarters in the city of São Paulo, with entirely domestic control. The company reports no revenue from abroad in fiscal years 2022, 2023 and 2024, and it does not conduct activities in foreign countries, which means it has no direct exposure to international regulations on its operations. Any international activity, when present, is concentrated in its financial and insurance investees, but this does not translate into direct operating revenue for the holding company. Thus, Alfa Holdings’ economic profile remains strongly anchored in the Brazilian market, both in terms of assets and results.

From a regulatory standpoint, Alfa Holding’s activities, being basically administrative and focused on managing equity interests, do not depend on specific authorizations from government bodies beyond those required for its status as a publicly held company and securities issuer. Its relationship with the CVM is central, given its listing and the need to comply with disclosure, corporate governance and public company obligations. There is no material dependence on patents, licenses, concessions, franchises or royalty contracts for the development of its activities, since its main function is corporate in nature. Sectoral prudential regulation falls predominantly on the financial institutions and insurers in its portfolio of investments, rather than directly on the holding company.

In environmental, social and corporate governance aspects, Alfa Holding states that its activity, carried out in an office environment and essentially administrative in nature, does not generate relevant direct environmental impacts. The company does not have its own specific environmental policy, but it acknowledges Brazilian environmental legislation, in particular article 225 of the Federal Constitution. More detailed information on sustainability practices, materiality matrix and key ESG performance indicators is consolidated in Safra Conglomerate reports, which follow recognized methodologies such as the Global Reporting Initiative (GRI) and consider the Sustainable Development Goals (SDGs). The conglomerate also prepares an annual greenhouse gas emissions inventory and publishes a report on the management of social, environmental and climate-related risks and opportunities, structured based on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), reflecting a governance and transparency framework that encompasses the holding company within its consolidated control context.