GRENDENE S.A.

Listed company - CNPJ 89.850.341/0001-60 - NIRE 23300021118-CE

MATERIAL ANNOUNCEMENT

Complementing the information in its Material Announcement published on July 5, 2021, and in compliance with Article 157, §4º of Law 6404/76 and CVM Resolution 44/21, Grendene S.A. (GRND3; also 'Grendene'), hereby informs its stockholders and the market as follows:

Today Grendene S.A. signed binding documents with 3G Radar Private Fund I LP ('3G Radar'), a fund managed by 3G Radar Gestora de Recursos Ltda. (CNPJ Nº 17.766.271/0001-36), for constitution of a joint venture with head office in the United Kingdom, to be named Grendene Global Brands Limited ('the JV'). The objects of the JV will be distribution, trading and sale of Grendene products in certain international markets. The JV will be controlled by 3G Radar, which will hold 50.1% of the share capital of the JV and will appoint 3 members of its Board of Directors. Grendene will hold 49.9% of the share capital of the JV and appoint 2 members of its Board of Directors.

Also on today's date:

  1. Grendene and 3G Radar have signed a Stockholders' Agreement ('the Stockholders' Agreement') governing their rights and obligations as partners of the JV; and
  2. Grendene and the JV have signed a Master Distribution and Franchise Agreement (Acordo Master de Distribuição e Franquia) ('the MFDA') governing the sale of Grendene products outside Brazil, directly by the JV or through third parties, and for management of the outsourced distribution network of Grendene products outside Brazil, in both cases for sale to retailers, or to any type of intermediary, or to the final consumer.

The Stockholders' Agreement specifies that Grendene and 3G Radar will contribute to the JV a total amount of US$50,000,000 (fifty million US dollars), in proportion to their stockholdings, within 30 calendar days from the date of signature of the Stockholders' Agreement. Also, if the Board of Directors of the JV so requires, the parties will be obliged to contribute to the JV an additional amount of US$50,000,000 (fifty million US dollars), in proportion to their stockholdings.

Under the Stockholders' Agreement, a vote in favor by Grendene is required for approval of certain matters, and there are restrictions on transfer of shares in the JV by its stockholders (including lock-up, rights of first refusal, rights of joint sale, and other rights), among other matters that are common in this type of document.

The MFDA, among other matters, governs exclusivity of distribution of certain products of Grendene in certain markets outside Brazil, and establishes targets for distribution by

the JV, and trading conditions for the products to be distributed. The period of validity of the MFDA, and the territories covered, will be linked to achievement of the targets specified in the MFDA.

Grendene also reports that it has received the communication from 3G Radar which is attached hereto, in relation to the potential acquisition of a significant stockholding as a consequence of signature of an Option Agreement ('the Option Agreement').

This is a Contract of Option to Purchase Shares, between (a) 3G Radar and (b) Alexandre Grendene Bartelle, Pedro Grendene Bartelle, Pedro Bartelle, Giovana Bartelle Velloso, André de Camargo Bartelle and Gabriela de Camargo Bartelle ('the Grantors'), with Grendene S.A as Consenting Party, under which the said Grantors grant to 3G Radar an option to acquire shares that they hold in Grendene S.A., provided that certain targets are achieved in accordance with the results of Grendene related to the MFDA. The Option Agreement provides that 3G Radar will have the option to acquire from the Grantors up to 12% of the share capital of Grendene S.A., if certain targets linked to the results of Grendene relating to the MFDA are achieved, and also in the event of a change in control of Grendene S.A. during the period of exercise specified in the Option Agreement.

The Option Agreement also provides that the Grantors may not transfer shares in Grendene S.A. in any way that results in any one of them holding a number of shares lower than the number of shares that are the object of the Option.

In the event of exercise of the Option, 3G Radar may not transfer the shares acquired under the Option within 3 years from the date of exercise of the Option; but may transfer one-third (1/3) of the shares acquired under the Option at the expiry of each period of one year after the date of exercise of the Option.

Grendene S.A. will keep its stockholders and the market informed on any significant developments related to the matters referred to in this Material Announcement.

Sobral, Ceará, Brazil, October 7, 2021.

Alceu Demartini de Albuquerque

Investor Relations Director

Grendene S.A.

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Grendene SA published this content on 07 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 October 2021 01:16:04 UTC.