Randon S A Implementos e Participações : MINUTES No. 916 OF THE BOARD OF DIRECTORS MEETING

RANDON S.A. IMPLEMENTOS E PARTICIPAÇÕES

Listed Company

Minutes No 916 of the Board of Directors Meeting

1. DATE, TIME, AND VENUE: On December 22, 2020, at 1:00 PM, at the Company's headquarters, located at Abramo Randon Ave., 770, Caxias do Sul, RS.
2. ATTENDANCE: All members of the Board of Directors.
3. PRESIDING BOARD: Mr. David Abramo Randon - Chairman Mr. Alexandre Randon - Secretary.
4. AGENDA: To resolve on: (i) the authorization to hold the 8th (eighth) issuance by the Company of simple unsecured debentures, not convertible into shares, single series ("8th Issuance" and "Debentures", respectively), for public distribution with restricted placement efforts, in accordance with the Securities and Exchange Commission (" CVM ") No. 476, of January 16, 2009, as amended ("CVM Instruction 476" and "Offer" respectively), as well as the authorization of its main terms and conditions; (ii) authorization to the Company's executives so that, in accordance with the Company's by-laws, they may take all necessary measures to execute and formalize the Issue and Offer, including, but not limited to the signing of all instruments necessary for such and any eventual additions; and (iii) ratification of the acts already practiced by the Company's Directors, in accordance with the above resolutions.
5. RESOLUTIONS: The members of the Board of Directors, by unanimous vote, without reservations, resolved:

5.1. approve the main terms and conditions of the 8th Issue and Offer, which will be formalized in the terms of the "Agreement for the Coordination and Public Distribution of Simple Debentures, Non- Convertible into Shares, Unsecured Single Series, of the 8th Issue of Debentures of Randon SA Implementos e Participações" ("Deed of Issuance"), which will meet, among others, the following characteristics:

1. Date of Issue: For all legal purposes, the date of issue of the Debentures will be January 11, 2021 ("Date of Issue").
2. Issue Number: This is the 8th (eighth) issuance of the Company's debentures.
3. Number of Series: The emission will be carried out in a single series.
4. Total Issue Value: The total amount of the Issue will be R$ 250,000,000.00 (two hundred and fifty million reais), on the Issue Date ("Total Issue Value").

1. Number of Debentures: 250,000 (two hundred and fifty thousand) simple debentures will be issued, not convertible into shares.
2. Nominal Unit Value: The Debentures will have a nominal value of R$ 1,000 (one thousand reais) on the Issue Date ("Nominal Value").
3. Type and Form: The Debentures will be issued in registered, book-entry form, without issuing certificates.
4. Species: The debentures will be unsecured, under the terms of article 58, caput of the Brazilian Corporation Law, without real or fiduciary guarantee, or any segregation of assets of the Company as guarantee to Debenture holders in the event of judicial enforcement or out of court of the Company's obligations arising from the Debentures, and not conferring any special or general privilege on the Debenture Holders.
5. Convertibility: The Debentures will be simple, they will not be convertible into shares issued by the Company.
6. Expiration Date: Except for the possibility of early redemption of all Debentures and/or early maturity of the obligations arising from the Debentures, under the terms that appear in the Deed of Issuance, the Debentures will have a maturity of five (5) years as of the Issue Date therefore expiring on January 11, 2026 ("Maturity Date").
7. Remuneration Interest on Debentures:The Face Value or the outstanding amount of the Face Value of the Debentures, as the case may be, will be increased by an interest rate corresponding to 139.00% (one hundred and thirty-nine percent) of the accumulated variation of the average daily rates of the interbank deposits DI of one day, "over extra-group", expressed in percentage form per year, base
   252 (two hundred and fifty-two) business days, calculated and disclosed daily by B3 SA - Brasil, Bolsa, Balcão, in the daily newsletter available on its website (http://www.B3.com.br), calculated exponentially and cumulatively pro rata temporis for business days elapsed, since the First Date of Payment (as defined below) of the Debentures or the Remuneration Payment Date (as defined below) immediately preceding, as the case may be, up to and including the date of the actual payment, exclusive ("Remuneration"). Regardless of the payments due to early amortization or redemption and/or early maturity of the obligations arising from the Debentures, as set for in the Indenture, the Interest will be paid semiannually from the Issue Date, on the 11th of January and July of each year, with the first payment occurring on July 11, 2021 and the last on the Maturity Date, according to the schedule described in the table below (each of them a "Remuneration Payment Date").
8. Monetary Restatement of Debentures: The Nominal Value or the balance of Nominal Value of each of the Debentures, as the case may be, will not be monetarily restated.

1. Amortization of Debentures: The Nominal Value of the Debentures will be amortized in two (2) equal, annual and successive installments, starting from the 48th (forty-eighth) month, as of the Issue Date, the first amortization being due on January 11, 2025 and the last amortization due on the Maturity Date or on the date of anticipated settlement resulting from an early maturity of the Debentures due to the occurrence of one of the Default Events (as defined below) or the early redemption of the Debentures, in the terms that appear in the Deed of Issue.
2. Term and Form of Subscription and Payment and Payment Price: The Debentures will be subscribed and paid-up at sight, in local currency at the time of subscription, according to B3's procedures, and may be placed at a premium and discount, to be defined, if applicable, upon subscription, provided that they are applied on equal terms to all investors on each payment date, at the
   Nominal Value, the "First Payment Date" being considered the date of the first subscription and payment of the Debentures. In the event that the Debentures are paid in more than one date, the subscription price for the Debentures that were paid after the First Payment Date will be the Nominal Value plus the Remuneration, calculated pro rata temporis from the First Payment Date of the Debentures or until the date of its effective payment.
3. Subscription Term: The subscription of the Debentures object of the Offering by the Professional Investors must be made within a maximum period of 24 (twenty four) months, counted from the date of dispatch, by the Lead Coordinator, of the Initial Communication of the Offering.
4. Payment Location: Payments related to the Debentures and any other amounts that may be owed by the Company under the terms agreed in the Deed of Issuance shall be made (i) by the Company, with respect to payments related to the Face Value, to Remuneration, the Privileged Early Redemption Prize (as defined below), the Optional Early Redemption Offer (as defined below), the Optional Early Redemption (as defined below) and the Delinquency Charges (as defined below), and in relation to the Debentures that are electronically guarded in B3, through B3; or (ii) by the Company , with respect to the Debentures that are not electronically guarded in B3, through the bookkeeper or at its headquarters, as the case may be.
5. Scheduled Renegotiation: The Debentures of this Issue will not be subject to scheduled renegotiation.
6. Optional Early Redemption: Subject to the compliance with the conditions below, the Company may, at its sole discretion, perform, at any time as of the Issuance date, the optional early redemption of all Debentures, with the consequent cancellation of such Debentures ("Optional Early Redemption"). The amount to be paid in respect of each Debenture of the Optional Early Redemption object will be the nominal value, or the balance of the Nominal Amount, as applicable, plus Remuneration, calculated pro rata temporis from the First Payment Date or the immediately preceding Remuneration payment date, as the case may be, up to the effective payment date, plus a flat premium, incident on the redemption amount (and the amount of the ransom means the nominal value or the balance of the Nominal value of the Debentures, as applicable, plus Remuneration, calculated pro rata temporis from the First Payment Date or the immediately preceding Remuneration payment date, as the case may be, until the

effective payment date), according to the table below and subject to the conditions that may be provided

for in the Deed of Issue ("Optional Early Redemption Value"):

FLAT PREMIUM OF THE OPTIONAL EARLY

PERIODICITY OF THE OPTIONAL EARLY REDEMPTION

REDEMPTION

Between the Issuance Date (inclusive) and January

11, 2022 (exclusive)

0.90% flat

Between January 11, 2022 (inclusive) and January

11, 2023 (exclusive)

0.45% flat

Between January 11, 2023 (inclusive) and January

11, 2024 (exclusive)

0.25% flat

Between January 11, 2024 (inclusive) and January

11, 2025 (exclusive)

0.20% flat

Between January 11, 2025 (inclusive) and the

Maturity Date (exclusive)

0.15% flat

5.1.19. Optional Early Amortization: Subject to the fulfillment of the conditions to be provided for in the Issuance Deed, the Company may, at its sole discretion, from the Issuance Date, carry out early amortizations on the Unit Face Value or balance of the Unit Face Value of the Debentures ("Optional Early Amortization"). The amount to be paid to Debenture Holders within the scope of Optional Early Amortization will be equivalent to the portion of the Unit Face Value or the balance of the Face Unit Value of the Debentures, as the case may be, to be amortized, limited to 98% (ninety-eight percent) the balance of the Nominal Unit Value, plus Remuneration at the time in force, calculated pro rata temporis, from the First Payment Date or the Payment Date of the immediately preceding Remuneration, as the case may be, and other charges due and unpaid, up to the date of the Optional Early Amortization, plus premium (flat), incident on the amount to be amortized (where the redemption value means the portion of the Unit Face Value or portion of the Unit Face Value balance of the Debentures, as the case may be, to be amortized, plus Remuneration, calculated pro rata temporis since the First Payment Date or the Payment Date of the Remuneration immediately preceding, as the case may be, up to the date of the effective Optional Early Amortization), according to the table below and subject to the terms and conditions set forth in the Issue Deed.

PERIODICITY OF THE OPTIONAL EARLY AMORTIZATION FLAT PREMIUM OPTIONAL EARLY AMORTIZATION

Between the Issuance Date (inclusive) and January

11, 2022 (exclusive)

0.90% flat

Between January 11, 2022 (inclusive) and January

11, 2023 (exclusive)

0.45% flat

Between January 11, 2023 (inclusive) and January

11, 2024 (exclusive)

0.25% flat

Between January 11, 2024 (inclusive) and January

11, 2025 (exclusive)

0.20% flat

Between January 11, 2025 (inclusive) and the

Maturity Date (exclusive)

0.15% flat

5.1.20. Optional Early Redemption Offering:The Company may carry out, at any time, from the