Material Fact – Incorporation of Reserva Group by Arezzo&Co

AREZZO INDÚSTRIA E COMÉRCIO S.A. (“Company” or “Arezzo”), in compliance with article 157, paragraph 4, of Law No. 6.404, of 1976 amended, and with article 2 of CVM Instruction 358, of 2002, as amended, hereby informs its shareholders and the market in general the following.

The Board of Directors, in a meeting held on October 22nd, 2020 (“BDM 10.22.2020”), approved the execution of the “Association Agreement and Other Covenants” among, on one hand, the Company, and, on the other hand, Vamoquevamo Empreendimentos e Participações SA (CNPJ 13.090.575/0001-94) (“VQV”) and Tiferet Comércio de Roupas Ltda. (CNPJ 07.308.705/0001-10) (“Tiferet” and, together with VQV, “Reserva”) and other parties (“Association Agreement”).

By means of the Association Agreement, which was signed on this date, the parties establish, among other matters, the main terms and conditions for the businesses combination of the Company and Reserva, so that: (i) the Company becomes the direct holder of all the shares issued by VQV, (ii) the Company becomes the indirect holder of all shares issued by Tiferet; and (iii) the shareholders of the Reserva, as identified in the Association Agreement, in consideration for their participation in VQV, receive portion in cash and shares issued by the Company representing approximately 8.7%] of the Arezzo’s total share capital (“Transaction”). Within the scope of the Transaction, Reserva was appraised at R$ 715 million.

Click here to access the full version.