Material Fact

RANDON S.A. IMPLEMENTOS E PARTICIPAÇÕES ("Company"), in compliance with the provisions of Article 157, § 4, Law no. 6,404, of December 15, 1976, as amended ("Brazilian Corporate Law") and CVM Instruction no. 358. of January 3, 2002 ("ICVM358"), as amended, informs its shareholders and the market in general that, on this date, it signed, together with other shareholders holding 3,835,364 preferred shares of Fras-le S.A., a Shareholders‘ Agreement of Fras-le S.A., in accordance with article 118 of the Corporate Law, aimed at regulating the exercise of voting rights in the shares subject to such an Agreement.

The Shareholders‘ Agreement is available at the headquarters and website of the company ( , as well as on the websites of CVM ( and BM&FBOVESPA S.A.- Bolsa de Valores, Mercadorias e Futuros ( as of this date.

Caxias do Sul, November 12, 2013.

Geraldo Santa Catharina
Investor Relations Director

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