GRUPO DE MODA SOMA S

SOMA3
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14.3BRL +0.14%

Grupo de Moda SOMA S A : Material Fact - Share Price Adjustment

09/15/2021 | 07:42am

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 Grupo de Moda Soma S.A. and Cia. Hering

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: (i) in the notice of material fact disclosed on April 26, 2021, in which the business combination transaction between the Company and Cia. Hering ("Hering" and together with SOMA, "Companies"), formalized through the execution, on the same date, of the Association Agreement and Other Covenants ("Association Agreement") and of the Voting and Assumption of Obligations Commitment ("Voting Commitment"), was disclosed; (ii) in the notice of material fact disclosed on July 5, 2021, in which the execution, by the Companies, of amendments to the Association Agreement and to the Voting Commitment, in order to formalize the new structure for the business combination transaction ("Transaction"), was disclosed; and (iii) in the notice of material fact disclosed on August 11, 2021 and represented on September 2, 2021, concerning the approval, by the board of directors of the Company, of the execution of the Protocol and Justification containing the terms and conditions of the Transaction ("Protocol and Justification"), as well as the convening of extraordinary general shareholders' meetings of the Companies to resolve on the Transaction, called for September 14, 2021 ("Meetings"), hereby informs its shareholders and the market in general that, on this date, the Meetings were held and all the matters contained in the agendas were approved, including the completion of the Transaction.

In view of the approval of the Transaction by the Meetings, a meeting of the Company's board of directors was held, also on this date, resolving on: (i) the confirmation of compliance with the suspensive conditions provided for in the Association Agreement and in the Protocol and Justification of the Transaction; (ii) the Value of the Portion in Cash, as defined in the Association Agreement, to be paid to the Hering shareholders, after the adjustments provided for in the Association Agreement and in the Protocol and Justification (namely, deduction of the amount of dividends declared by Hering at the annual and extraordinary general shareholders' meeting held on April 29, 2021 and update by the CDI rate, pursuant to section 1.1(i) of the Association Agreement), in the amount of BRL 9.5415843 for each common share issued by Hering held on the court date, equivalent, therefore, to BRL 7.9153303 for each redeemable preferred share issued by Cidade Maravilhosa Indústria e Comércio de Roupas S.A. to be received by the Hering shareholders; (iii) the Exchange Ratio, as defined in the Association Agreement,

after the adjustments provided for in the Association Agreement and in the Protocol and Justification of the Transaction, which will be of 1.625107 common share issued by SOMA for each common share issued by Hering held on the cut-off date; and (iv) the ratification that the closing and the cut-off date of the Transaction will be carried out on September 17, 2021.

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

Rio de Janeiro, September 14, 2021.

____________________

Gabriel Silva Lobo Leite

Chief Financial and Investor Relations Officer

Disclaimer

Grupo de Moda SOMA SA published this content on 14 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2021 11:41:02 UTC.

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