AZZA3 Arezzo

Azzas 2154 S.A., historically known as Arezzo, is a Brazilian publicly traded company with shares listed on B3 under the ticker AZZA3, in the Novo Mercado corporate governance segment. Founded in 1972 in Belo Horizonte (MG), initially as Vivenda Comércio e Representações Ltda., the company was created with the goal of integrating Brazilian footwear production with Italian fashion references, at a time of strong European influence on footwear design in the country. Throughout the 1970s, it consolidated the Arezzo brand as a benchmark in women's shoes and handbags, highlighted by the 1979 launch of the wedge sandal covered in jute, which became one of the company’s first major commercial successes. Its corporate evolution included its conversion into a corporation (sociedade anônima) in 2007 and its IPO in 2011, when its shares began trading on B3, initially under the ticker ARZZ3, cementing its trajectory in the Brazilian capital markets.

During the 1980s and 1990s, Arezzo underwent an important business model transition. Initially, it operated in a vertically integrated manner, with its own industrial footwear production in Minas Gerais, manufacturing up to 1.5 million pairs per year with around 2,000 employees. In the 1990s, the company discontinued direct footwear production and began outsourcing manufacturing to suppliers located in the Vale do Sinos region in Rio Grande do Sul, one of the world's main footwear clusters. This shift allowed the strategic focus to migrate to research and development (R&D), brand management, design and marketing, aligning the company’s profile with that of a fashion business oriented to branding and fast fashion. In this phase, the opening of Arezzo’s flagship store on Rua Oscar Freire in São Paulo and the strengthening of the franchise channel significantly increased distribution reach across Brazil.

Building a broad brand portfolio is a central element of Azzas 2154’s business model. The acquisition of Schutz, originally created in 1995 by Alexandre Birman, and the launch of Anacapri in 2008 marked the company's diversification into different price ranges and styles within the women's footwear and accessories segment. Starting in 2019, the company became the exclusive distributor of the global brand Vans in Brazil, entering more structurally into categories such as men's and children's footwear and apparel linked to action sports. In subsequent years, the group reinforced its presence in the luxury segment with the Alexandre Birman brand, focused on high-end women's footwear, and with the acquisition of Vicenza, in addition to the international expansion of Schutz, which opened its own store in New York and was recognized as Brand of the Year in the U.S. footwear market in 2016.

From 2020 onward, then-Arezzo took a significant step by expanding beyond footwear and handbags, becoming a fashion house of brands with the incorporation of Grupo Reserva, which has a strong presence in men's apparel. This move was accompanied by the launch of its own marketplace, ZZ Mall, and complementary acquisitions such as the Carol Bassi brand in the premium women's fashion segment. In 2022, the acquisition of Sunset, a company focused on export agency and intermediation, strengthened supply chain management and the international expansion strategy, while the acquisition of HG, a handbag factory, increased the company’s product development capacity in this category. In 2023, the acquisition of the Italian brand Paris Texas represented its first M&A transaction outside Brazil, related to luxury women's footwear, although later, following corporate restructuring, its results ceased to be fully consolidated.

The business combination completed on July 31, 2024, between Arezzo and Grupo de Moda SOMA marked a transformational milestone, giving rise to Azzas 2154 S.A. and unifying two major fashion platforms in Brazil. With this transaction, Grupo SOMA was universally succeeded by the company, former SOMA shareholders joined the Azzas 2154 shareholder base, and SOMA’s controlling shareholders became part of the joint control block, governed by a shareholders’ agreement. As of August 1, 2024, the common shares started trading on B3 under the ticker AZZA3, with the trading name AZZAS 2154. The combination significantly expanded the brand portfolio, geographic reach, presence in different apparel categories and diversity of target audiences, consolidating the company as one of the largest fashion and footwear retail groups in the country.

Azzas 2154’s core activities focus on the development, design, manufacturing (both in-house and outsourced) and sale of footwear, handbags, accessories and apparel items for women’s, men’s, children’s and mass-market segments. As of December 31, 2024, the portfolio was organized into four business verticals: Footwear and Accessories, with brands such as Arezzo, Schutz, Anacapri, Vans, Alexandre Birman and Vicenza; Women’s Apparel, with Farm Rio, Animale, NV, Maria Filó, Cris Barros, Carol Bassi, Fábula and Off Premium; Men’s Apparel, with brands such as Reserva, Foxton, Oficina Reserva, Reserva Mini and others; and Mass-Market Apparel, led by Hering and its line extensions. Although there is diversification in products and brands, the company reports only one operating segment: retail of footwear, handbags, accessories and clothing, which accounts for 100% of net operating revenue. In 2024, consolidated gross revenue reached around R$ 10.2 billion, with net revenue of approximately R$ 8.38 billion and net income of R$ 338.5 million, already incorporating Grupo SOMA’s results as of August that year.

Azzas 2154’s production strategy combines in-house factories and a broad network of third parties, with a strong emphasis on R&D, design and fast collection renewal. In the footwear and accessories segment, collections are designed in-house, with up to around 10 collections per year per brand, and gradual release of products to points of sale to maintain high turnover and trend updates, in line with the fast fashion concept. Production of part of the footwear for brands such as Schutz and all of Alexandre Birman takes place in its own industrial park in Campo Bom (RS), with capacity of more than 1 million pairs per year, while a large portion of items for the Arezzo, Schutz, Anacapri and Vans brands is manufactured by partners in the Vale dos Sinos footwear cluster. The company uses technological tools such as CAD, CAN, CNC and the SENDA system for patternmaking, material inventory control and sample development, in addition to maintaining a 1,000 m² material library (materioteca) for input management and materials innovation.

In apparel, the group’s brands generally produce four collections per year, aligned with the seasons, with independent creative teams under dedicated style directors who preserve each brand’s identity. Production takes place in in-house factories and through outsourced suppliers, including industrial units incorporated with Grupo SOMA and Hering, located across Rio de Janeiro, São Paulo, Santa Catarina and Goiás. These plants may cover complete stages of knitting, finishing, cutting, sewing and final finishing, and part of the process can be outsourced to satellite workshops (facções). The company pursues operational efficiency initiatives by placing orders with suppliers in advance, continuously improving production processes and seeking to reduce commercial and administrative costs.

Distribution of Azzas 2154 products is based on a highly capillary, multichannel model. As of December 31, 2024, the company had 2,129 stores, of which 596 (or 606, depending on the comparison base) were company-owned and 1,495 were franchises in Brazil, in addition to company-owned and franchised units abroad. In parallel, the group’s brands were sold through e-commerce channels (websites and apps) and approximately 23,000 multi-brand points of sale in various countries. Most of the consolidated gross revenue is generated in the domestic market, which accounted for 95.6% of the total in 2024, while 4.4% came from international operations. In Brazil, revenue is distributed among franchises, company-owned stores, multi-brand clients and e-commerce, with no material concentration in any single customer, as none accounted for more than 10% of net revenue in the period.

From a regulatory and ESG standpoint, Azzas 2154 operates in a typical industrial and retail environment, subject to operating licenses and environmental and labor regulations. Production units maintain environmental licenses issued by the competent authorities, and the company adopts formal procedures to monitor compliance with legal requirements at the federal, state and municipal levels. In data protection, the company is subject to the LGPD, the Brazilian Civil Rights Framework for the Internet (Marco Civil da Internet) and the Consumer Protection Code, having adjusted its personal data processing procedures, published privacy policies and appointed a data protection officer, in line with the requirements of the National Data Protection Authority (ANPD). In addition, the company and a large portion of its suppliers are members of the Brazilian Textile Retail Association (ABVTEX), which seeks to promote a more ethical and sustainable fashion chain, reinforcing the commitment to responsible practices in the footwear and apparel supply chain.