Grupo de Moda SOMA S A : Notice to the Market - Call of the EGM 03/11/2021

Grupo de Moda SOMA S.A.

Rua São Cristóvão, 786, São Cristóvão CEP 20.940-000, Rio de Janeiro, RJ

Brazilian corporate taxpayers' roll (CNPJ/ME) No. 10.285.590/0001-08 - NIRE 33.3.0031538-1

A publicly-held company with Authorized Capital - Brazilian SEC (CVM) Code No. 2501-1

NOTICE TO THE MARKET

Grupo de Moda SOMA S.A. ("Grupo SOMA" or "Company"), in accordance with article 157, paragraph 4, of Law No. 6,404, of 1976, as amended, and with article 2 of the Brazilian Securities Commission ("CVM") Instruction No. 358, of 2002, as amended, hereby informs its shareholders and the market in general, as an update to the Material Facts published on October 23, 2020 and on December 4th, 2020, of the following matters.

In a meeting held on February 22, 2021 ("BDM"), the Board of Directors of the Company approved the call of the shareholders' general meeting of the Company to be held on March 11, 2021, at 2:00 pm ("SGM"), to resolve, among other matters, on the incorporation, by the Company, of shares of ByNV Comércio Varejista de Artigos de Vestuário S.a., a privately-held corporation, headquartered in the city of Serra, State of Espírito Santo, at Avenida Cem, no number, room 1, Intermodal da Serra Terminal, CEP 29.161-384, registered with the CNPJ under number 34.526.105/0001-09 ("NV"), under the terms of the "Protocol and Justification for the Incorporation of Shares Issued by ByNV Comércio Varejista de Artigos de Roupas SA by Grupo de Moda Soma S.A." executed on February 22, 2021 ("Protocol and Justification") ("Merger of Shares").

At the BDM, the Company's Board of Directors expressed a favorable opinion on the approval of all matters on the SGM's agenda, for the purposes of Article 20, XVII, of the Company's Bylaws.

As informed on the Material Fact of December 4, 2020, the Merger of Shares occurs within the context of the transaction agreed under the terms of the "Private Instrument for the Purchase and Sale of Shares, Association and Other Covenants" (Instrumento Particular de Compra e Venda de Ações, Associação e Outras Avenças) entered into by the Company with Natalia Di Rocco Vozza Junqueira ("Natalia"), Antonio Carlos Brandt de Carvalho Junqueira ("Antonio"), Beatriz Brant de Carvalho Junqueira ("Beatriz" and, together with Antonio and Natalia, "NV Parties") and NV ("Agreement") for the business combination of the Company and NV ("Transaction").

Pursuant to the Agreement and the terms of the Protocol and Justification, the implementation of the Merger of Shares, as well as other steps of the Transaction, in addition to the applicable corporate approvals, is subject to the verification of certain suspensive conditions ("Suspensive Conditions"). Thus, in case the Merger of Shares is approved by the SGM, the Merger of Shares will be subject and will only produce effects upon the implementation (or waiver, if applicable) of the Suspensive Conditions, which shall be verified and declared by the Company's Board of Directors.

Under the terms of the Protocol and Justification, upon the implementation of the Merger of Shares, subject to the verification of the Suspensive Conditions, the Company's capital stock will be increased in the amount of R$124,046,147.08 (one hundred and twenty-four million, forty-six thousand , one hundred and forty-seven reais and eight cents), upon the issuance of 8,461,538 (eight million, four hundred and sixty one thousand, five hundred and thirty-eight) new common, registered, book-entry shares with no par value of the Company, by the issuance price of R$ 14.66 (fourteen reais and sixty-six cents) per share, to be subscribed by NV's managers, on behalf of NV's shareholders, and paid in through the merger of NV's shares. With the completion of the Merger of Shares and other stages of the Transaction, NV will become a wholly-owned subsidiary of the Company, and, as a result, all shares issued by it will be wholly owned by the Company.

In case of approval of the Merger of Shares, the Company's shareholders that have not approved the Merger of Shares are entitled to withdrawal from the Company, pursuant to article 252, paragraph 1 of the Brazilian Corporate Law.

The information and documents related to the SGM, including the Management Proposal, the Protocol and Justification and Manual for the SGM, as well as the information related to the right of withdrawal of dissenting shareholders regarding the resolution related to the Merger of Shares, were disclosed to shareholders in due course, under the terms of the applicable law.

The Company will keep the market informed about the relevant updates related to the matters discussed herein.

Rio de Janeiro, February 25, 2021.

Haroldo de Paiva Lorena

Chief Financial Officer and Investors Relations Officer

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