Grupo de Moda SOMA S A : Material Fact - Combination of Businesses of Cia. Hering and Grupo de Moda Soma S.A. (Re-presentation)

GRUPO DE MODA SOMA S.A.

Avenida Pasteur, nº 154, Botafogo

CEP 22290-240, Rio de Janeiro, RJ

Corporate Taxpayer Number (CNPJ/ME) 10.285.590/0001-08

Enrollment with the Board of Trade (NIRE) No. 33.3.0031538-1

Listed Company with Authorized Capital Stock

Enrollment with the Brazilian Securities Commission No. 2501-1

MATERIAL FACT

Combination of Businesses of Cia. Hering and Grupo de Moda Soma S.A.

Grupo de Moda Soma S.A. ("SOMA" or "Company" B3: SOMA3), in compliance with the provisions of the Brazilian Securities Commission ("CVM") Rule No. 44/2021, and updating the information contained in the notice of material fact disclosed on August 11, 2021, hereby informs its shareholders and the market in general as follows, in connection with the business combination transaction between the Company and Cia. Hering ("Hering" and together with SOMA, "Companies"), pursuant to the notice of material fact disclosed on April 26, 2021 ("Transaction") and pursuant to the Association Agreement and Other Covenants entered into between the Companies on the same date and amended on July 2, 2021 ("Association Agreement").

Terms that are not defined in this notice of material fact shall have the meaning ascribed to them in the Protocol and Justification of the Incorporation of Shares Issued by Hering into Cidade Maravilhosa Indústria e Comércio de Roupas S.A., followed by the Merger of Shares Issued by Cidade Maravilhosa Indústria e Comércio de Roupas S.A. into GMSH Participações S/A, followed by the Incorporation of GMSH Participações S/A into Grupo de Moda Soma S.A. ("Protocol"), entered into between the Companies, Cidade Maravilhosa and NewCo on August 11, 2021.

1. Cut-offDate

The process of substitution of common shares issued by Hering for common shares and redeemable preferred shares issued by Cidade Maravilhosa is planned to occur on September 17, 2021 ("Cut-offDate"), taking into consideration the extraordinary general shareholders' meetings of Cidade Maravilhosa and of the Companies that will resolve on the Transaction, which will take place on September 14, 2021, and the consequent approval of the Transaction in such meetings.

Therefore, for purposes of the Transaction, shareholders of Hering ("Hering Shareholders") will be deemed to be the holders of shares issued by Hering at the close of the trading session on September 17, 2021, who will receive, at the end of the Transaction, for each common share issued by Hering that they own, the Final Value of the Portion in Cash and the Final Quantity of SOMA Shares.

The substitution of the shares issued by Hering will take place on September 20, 2021, after which the shares issued by Hering will no longer be traded and Hering Shareholders will only trade shares issued by SOMA under the ticker SOMA3 credited to them under the Transaction.

2. Tax Treatment

Resident Investors

The potential gains earned by Hering Shareholders who are resident in Brazil, including individuals and legal entities, investment funds and other entities, as a result of the Transaction, may be subject to the incidence of income tax and other taxes, according to the legal and regulatory rules applicable to each category of investor, and these investors must consult their advisors on the applicable taxation and be responsible for any payment of said tax.

Non-Resident Investors

As for Hering Shareholders non-resident in Brazil, in the cases and conditions described below, the Withholding Income Tax ("IRRF") will be withheld on any amounts of capital gains and yield, which will be deducted from the Final Value of the Portion in Cash, according to the legal and regulatory rules applicable to each investor, as described in item 2.2 below. The capital gain will correspond to the positive difference between (i) the issuance value of common and preferred shares of Cidade Maravilhosa delivered to each non-resident Hering Shareholder, pursuant to the Protocol; and (ii) the acquisition cost of the Hering shares delivered by the Hering Shareholder.

2.1. Cost of Acquisition of Shares and Tax Residence

In order to allow the correct calculation of the eventual amount to be taxed in the Transaction, the Hering Shareholders shall fill out and deliver electronically to Hering, directly or through their custody agents, until September 15, 2021, the model spreadsheet contained in the Exhibit Iof this notice of material fact, containing information about the cost of acquisition of the shares they own, as well as their tax residence.

Considering that the Transaction will be consummated on September 17, 2021, based on Hering's shareholding position at the close of trading on the Cut-off Date, Hering Shareholders non-resident in Brazil who are holders of shares issued by Hering on the Cut-off Date, directly or through its custody agents, who have traded in shares owned by them after sending the spreadsheet or after the deadline provided for in the paragraph above, shall fill out the model spreadsheet in the Exhibit Iand deliver it electronically to Hering, by 6:00 pm on September 17, 2021, with information about the acquisition cost of the shares held by them, as well as their tax residence, both on the Cut-off Date.

The Companies also require that Hering Shareholders non-resident in Brazil, directly or through their custody agents, when sending the spreadsheet in the Exhibit I, expressly declare that the information presented reflects the data contained in the proper documentation and records presented by the non-

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resident Hering Shareholders, providing pertinent documentation evidencing the cost of the shares provided.

The Companies will use the information provided to them by non-resident investors or their custody agents to calculate the capital gain, and such shareholders of Hering are responsible for the veracity and completeness of such information.

The model spreadsheet contained in the Exhibit I to this notice of material fact must be sent by email to the following address: [e-mail], for Hering; and [e-mail] for SOMA.

2.2. Tax Rates

For Hering Shareholders non-resident in Brazil, the following tax rates will be applied for the calculated capital gain:

• 25% (twenty-five percent), in the event of a shareholder who is resident in a country or dependency with favored taxation, pursuant to the legislation and regulations of the Federal Revenue Service of Brazil in force; or
• the following rates, provided for in article 21 of Law 8,981/1995, with wording given by Law 13,259/2016:
• 1. 15% (fifteen percent) on the portion of earnings that does not exceed BRL 5,000,000.00 (five million brazilian reais);
  2. 17.5% (seventeen point five percent) on the portion of earnings that exceeds R$5,000,000.00 (five million brazilian reais) and does not exceed BRL 10,000,000.00 (ten million brazilian reais);
  3. 20% (twenty percent) on the portion of earnings that exceeds R$10,000,000.00 (ten million brazilian reais) and does not exceed BRL 30,000,000.00 (thirty million brazilian reais); e
  4. 22.5% (twenty-two point five percent) on the portion of the earnings that exceeds R$ 30,000,000.00 (thirty million brazilian reais).

Concerning the yield, the withholding of IRRF will be applied at the rate of 22.5% (twenty-two point five percent), considering the nature of the financial yield and the short term for payment applicable.

2.3. General Information

Under the terms determined by the legislation and regulations of the Federal Revenue Service of Brazil: Cidade Maravilhosa (i) shall consider the acquisition cost equal to zero for the Hering Shareholders non-

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resident in Brazil who do not submit the value of the acquisition cost of the shares issued by Hering within the deadlines indicated in item 1 above; and (ii) shall apply the 25% rate on earnings of Hering Shareholders non-resident in Brazil who fail to inform their country or area of residence or tax domicile within the same period.

Cidade Maravilhosa or the Companies will not be liable, under any circumstances, to Hering Shareholders non-resident in Brazil on the Cut-off Date, for any subsequent adjustment and/or refund of the amount paid in excess.

3. Rectification

The Company also rectifies the following information mentioned in the notice of material fact disclosed on August 11, 2021:

1. Without prejudice to the Exchange Ratio agreed, mentioned in the notice of material fact disclosed on April 26, 2021 and in the Association Agreement, which has never been modified, the intermediate replacement ratio provided for in the step of the merger of NewCo by SOMA, mentioned in the notice of material fact disclosed on August 11, 2021 as being 1.84603229202754, shall be read as 0.54170233333333333, maintaining, however, the receipt, at the end, by the Hering Shareholders, of 1.625107 shares issued by SOMA for each share issued by Hering held by them.
2. Without prejudice to the amount of the Portion in Cash agreed, mentioned in the notice of material fact disclosed on April 26, 2021 and in the Association Agreement, which has never been modified, the redemption amount to be paid for each redeemable preferred share issued by Cidade Maravilhosa, mentioned in the notice of material fact disclosed on August 11 as being BRL 9.630957, should be read as BRL 7.98947044946042, thus resulting in Hering Shareholders ultimately receiving BRL 9.630957 for each share issued by Hering held by them.

The Company also informs that it will make available, on SOMA's Investor Relations website ((https://www.somagrupo.com.br/investidores/) and on the websites of the Brazilian Securities and Exchange Commission (https://www.gov.br/cvm/) and B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br), a new version of the Management Proposal to reflect, in the documents (including the Protocol), the adjustments mentioned in item 3 above.

The Company will keep its shareholders and the market informed of the relevant progress of the matters discussed herein, including under the terms of CVM Rule No. 44/2021.

The Exhibit IIof this notice of material fact contains the full notice of material fact disclosed on August 11, 2021 with the due inclusions and rectifications contained in the items above.

Rio de Janeiro, September 2, 2021.

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____________________

Gabriel Silva Lobo Leite

Chief Financial and Investor Relations Officer

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