RPAD5

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 founded with the purpose of holding equity interests in other companies. In 1969, after an Extraordinary General Meeting, its headquarters were moved to São Paulo (SP) and the corporate 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 listed 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 stakes in other companies. The company’s revenue is substantially derived from equity pickup (equivalence) results, 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 commerce and industry, with an emphasis on activities such as representation, management, and the provision of services to commercial and industrial companies, as well as the possibility of participating as a partner in other companies. 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 geared towards 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 entities concentrate wholesale and retail banking, credit, foreign exchange, brokerage, and leasing activities. In the insurance and pension field, the holding has interests in Alfa Seguradora S.A. and Alfa Previdência e Vida S.A., which are controlled by its associate Corumbal Participações e Administração Ltda. Thus, the company organizes its portfolio in three major business lines within its investees: wholesale (investment bank and brokerage), retail (multiple bank, finance company, and leasing), and insurance and pensions (insurer and pension and life company).

In recent financial statements, Alfa Holdings has reported results on an individual basis, without its own operating segment breakdown, in line with its nature as a holding company. The company has no direct clients responsible for more than 10% of net revenue, nor does it report having a recurring client portfolio, since its activity does not involve selling products or services to third parties on a commercial scale. Its results are generated mainly from the financial, operating, and equity performance of its investee companies, recognized via the equity method. 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 the shares held by the latter in the Alfa Conglomerate entities engaged in lending 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 controlling shareholder of the conglomerate. In October 2023, Safra filed with the CVM for registration of unified tender offers to acquire shares of the group’s listed companies, based on the sale of control and on proposals to delist them. The tender offer auctions in February 2024 resulted in the acquisition of additional stakes and the achievement of the quorum required for going private in some of the conglomerate’s companies, although Alfa Holding remained publicly held.

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

With regard to geographic presence, Alfa Holding has no branches and maintains its headquarters in the city of São Paulo, with exclusively domestic control. The company reports that it did not obtain any revenue from abroad in 2022, 2023, or 2024, and that it does not carry out activities in foreign countries, which implies no direct exposure to international regulations on its operations. Any international exposure, when present, is concentrated in the activities of its financial and insurance investees and does not appear as direct operating revenue for the holding. 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 essentially administrative and related to the management of equity interests, do not depend on specific authorizations from government agencies beyond those required for its status as a listed company and securities issuer. Its relationship with the CVM is central, given its listing and the need to comply with disclosure rules, corporate governance requirements, and the duties of a public company. 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. Sector-specific prudential regulation falls predominantly on the financial institutions and insurers that make up its investment portfolio, and not directly on the holding company.

Regarding environmental, social, and corporate governance aspects, Alfa Holding states that its activities, carried out in an office setting and essentially administrative in nature, do not generate significant direct environmental impacts. The company does not have its own specific environmental policy but 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 the Safra Conglomerate’s reports, which follow recognized methodologies such as the Global Reporting Initiative (GRI) and take into account 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 in its consolidated control context.