Notice to the Market – TROC Acquisition: CADE Approval

AREZZO INDÚSTRIA E COMÉRCIO S.A. (“Company” or “Arezzo”), in continuity to the Notice to the Market disclosed on November 20, 2020 (“Notice to the Market 11.20.2020”), hereby informs its shareholders and the market in general what follows.

On the date hereof, it was published on the Federal Official Gazette (Diário Oficial da União) the decision of the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica – “CADE”), approving, without restrictions, by Order SG No. 1528/2020, the transaction in which ZZAB Comércio de Calçados Ltda. (CNPJ No. 07.900.208/0001-06) (“ZZAB”), a company controlled by the Company, acquires equity in TROC.COM.BR – Atividades de Internet S.A. (CNPJ No. 24.783.757/0001-67) (“TROC”), as agreed by the parties pursuant the “Purchase and Sale, Subscription of Shares and Other Covenants Agreement” (“Contrato de Compra e Venda, Subscrição de Ações e Outras Avenças”) executed on November 19th, 2020 (“Agreement” and “Transaction”).

In accordance with the Notice to the Market 11.20.2020, with the implementation of the Transaction, ZZAB and other companies controlled by the Company will hold about seventy-five percent of TROC’s capital voting stock.

Pursuant to the applicable law, CADE’s decision shall be final and binding within 15 days of the publication.

It is highlighted that, in addition to the res judicata effect of CADE’s decision, the Transaction effectiveness is also conditioned to the satisfaction of other certain precedent conditions, pursuant to the Agreement.

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