Grupo Mateus S A : Mateus Group Enters Into Mou With Novo Atacarejo

N O T I C E T O T H E M A R K E T

M A Y 2 0 2 4

DISCLAIMER

Statements contained in this document regarding the outlook for the combined businesses, merits, and potential synergies of the operation are based solely on management's views and beliefs about the future of the business and are not guarantees of future performance.Expressions such as "estimates," "expects," "plans," "possibility," "expectations," "potential," and other similar wording referring to the companies or the operation indicates forward-looking statements.Among other factors, these statements and expectations depend substantially on market conditions, the performance of the Brazilian economy, the industry, and international markets, and therefore may or may not occur and are subject to change without prior notice.The relevant values and expectations do not constitute guidance, projections, or estimates for the purposes of CVM Resolution 80, and should not be considered as such by investors.Any changes in such assumptions or factors may cause actual results to differ materially from current expectations, and there is no commitment to update them with the emergence of new information or future events.

All variations presented herein are calculated based on figures in thousands of reais, as well as rounded figures.

This material is based on performance remarks and includes both accounting and non-accounting data, such as operational, financial, and pro forma information that have not been reviewed by the Company's independent auditors.

This material has been prepared solely for informational purposes, to support the videoconference to be held by the Company on May 29th,and should under no circumstances be construed as an investment recommendation, an offer of any securities issued by the Company, or a solicitation of votes or approvals.The consummation of any potential transaction between the Company and Novo Atacarejo is still subject to due diligence procedures, negotiation, and the execution of definitive documents, which will include customary conditions for transactions of this nature, as well as regulatory approvals, as applicable.

For complete information regarding the Company, please refer to the Reference Form, the Company's Financial Statements, and other periodic and occasional information available on the Company's website (https://ri.grupomateus.com.br) and the CVM website (https://www.gov.br/cvm/pt-br ).

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STRENGTHENING THE STRATEGY IN THE NORTHEAST REGION

NOTICE TO THE MARKET

COMBINATION OF NOVO ATACAREJO WITH GRUPO MATEUS' OPERATIONS IN PE, PB AND AL, CREATING AN IMPORTANT PLAYER WITH REGIONAL DNA

Controlling Group		Free Float		Controlling Group		Minority Shareholders
79%							21%		77%						23%

241 Stores

(MA, PA, PI, CE, BA, SE)

	TRANSACTION PERIMETER	²
21 Stores + Wholesale		29 Stores
(PE, PB, AL)		(PE, PB)

Novo Shareholders'

51%49%

36	10	4
PE	PB	AL

50 Stores + GMAT Wholesale

Notes: 1. The structure of the implementation of this transaction will be evaluated by the legal and financial advisors in the most efficient way possible from a legal and business standpoint	3
2. Capital increase, in an amount to be defined, in order to establish the 51%/49% ownership ratio

NOVO ATACAREJO OVERVIEW

Financial and Operational Highlights

~R$ 4.5bn

Gross Revenue 2023A

632

Store Check-Outs	29 Stores e 1DC
2023A

1

Modern Distribution Center at the state of PE

NOTICE TO THE MARKET

PB - 2

PE - 27

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Source: Public information

OVERVIEW OF THE EXPECTED COMBINED ASSET

APRESENTAÇÃO PARA O MERCADO

4				4
8		2		8	2
9	27		27
	9

21	29	50
Stores	Stores	Stores
~R$2.3 bi	~R$4.5 bi	~R$6.8 bi
Gross Revenue1	Gross Revenue3	Gross Revenue4
Mature	Ramp-up²	Mature Ramp-up²
Note: 1. Distribution wholesale and individual gross revenue regarding the facilities of the Company included in the scope of the Potential Transaction in the fiscal year ending December 31, 2023; 2.Open for less than 1 year in May	5
2024; 3. Amount referring to the revenue of the establishments indicated in the fiscal year ending December 31, 2023. Public information - ABRAS; 4. Based on the arithmetic sum of the wholesale distribution and individual gross

revenue of the Company's establishments included in the perimeter of the Potential Operation and the audited consolidated gross revenue of Novo Atacarejo, in the fiscal year ending on December 31, 2023

MERITS OF THE POTENTIAL TRANSACTION

Resulting company with an expansion plan focused on the region of

Pernambuco, Paraíba and Alagoas

Strengthening the route densification strategy

Alliance of key shareholders of the Food Retail sector in Brazil, with an experienced and complementary management team

Business models with similar formats in complementary locations

Value creation through gains in commercial efficiency, operational and logistical improvements in regions that were already of the focus of GMAT

Governance for a sustainable, long-term partnership

NOTICE TO THE MARKET

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POTENTIAL SYNERGIES OF THE TRANSACTION

Strategic

Sales

Synergies

Cost and

Expenses

Synergies

NOTICE TO THE MARKET

Space for an expansion plan focused on the region

Acceleration of the strategy of densification

Optimization of the supply chain

Exchange of best practices

Gain in efficiency when implementing sales strategies

Logistics, administrative and marketing efficiency gains

Implementation of management processes and methodologies

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STRUCTURE AND GOVERNANCE OVERVIEW OF THE POTENTIAL TRANSACTION	NOTICE TO THE MARKET

Valuation and Structure After the Potential Transaction

• Resulting stake from GMAT in the New Company of 51%
• Valuation based on the same gross revenue multiple of stores within the perimeter of the transaction, based on 2024 results
• GMAT contributes 21 existing stores, opening stores and wholesale distribution operations in the States within the perimeter of the Potential Transaction
• The entirety of Novo Atacarejois partof the perimeterof the transaction
• Management is aware that the profitability of both businesses within the transaction perimeter are similar
• Net debt and working capital adjustment, including changes until the closing of the Potential Transaction
• A cash amount may be contributed to the Resulting Company to guarantee the agreed stakes

Highlights on the Potential Shareholders Agreement

• GMAT will have control of the Resulting Company and prevail on the board
• Due to the stage of negotiations, the details of the composition of the Board and Management are still under discussion.
• It is agreed that Novo shareholders will have a role in the day-to-day running of the Resulting Company
• Standardization of GMAT governance practices in the Resulting Society (e.g. process and systems standards)

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NEXT STEPS

Exclusivity Period

Due Diligence

Signing of Definitive Agreements

Compliance with Conditions

Precedent, including CADE

Transaction Closing

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