Embraer S A : Call Notice - 2020 Shareholders Ordinary and Extraordinary Meeting
03/27/2020 | 06:08pm EDT
CNPJ No. 07.689.002/0001-89
We invite the shareholders of Embraer S.A. ("Company" or "Embraer") to attend the Annual and Extraordinary General Shareholders' Meetings ("Meetings"), to be held, cumulatively, on April 29, 2020, at 10:00 a.m. local time, at the Company's headquarters, in the city of São José dos Campos, State of São Paulo, at Avenida Brigadeiro Faria Lima, 2170, to review and resolve on the following agenda:
At the Annual General Shareholders' Meeting:
To review the management accounts and to examine, discuss and approve the financial statements for the fiscal year ended on December 31, 2019;
To review and resolve on the allocation of the net income for the fiscal year ended on December 31, 2019;
To elect the members of the Fiscal Council;
To determine the aggregate annual compensation of the Company's management; and
To determine the compensation of the members of the Fiscal Council.
At the Extraordinary General Shareholders' Meeting:
1. To review and resolve on the amendment of the Company's Bylaws to modify the composition of the Strategy Committee, the People and Governance Committee and other advisory committees of the Company's Board of Directors that may be created in order to allow such committees to be formed by at least three and a maximum of five members, most of whom must be independent
members of the Board of Directors and the other members may be external members, as defined in the Company's Bylaws; and, as detailed in the Manual and Management's Proposal for the Meetings;
To review and resolve on the amendment to the Company's Bylaws, to include a rule on the possibility of the Company entering into an indemnity agreement (contrato de indenidade) or an indemnity policy (política de indenidade), as detailed in the Manual and Management's Proposal for the Meetings;
To restate the Company's Bylaws to reflect the amendments set forth above; and
To approve the long-term incentive plan for the Company's executives.
Pursuant to paragraph 6 of Section 124 and to paragraph 3 of Section 135 of Law No. 6,404/76, the documents that are the subject matter of the resolutions of the Meetings hereby called, including those mentioned in articles 9, 10, 11, 12 and 13 of CVM Instruction No. 481/09, are available to our shareholders at the Company's headquarters and on the internet on the Company's website (ri.embraer.com.br), the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM) (www.cvm.gov.br) and the Brazilian Stock Exchange (B3 S.A.
- Brasil, Bolsa, Balcão) (www.b3.com.br).
To participate in the Meetings in person or by proxy, we request that you present to the Company, at least 48 hours prior to the date of the Meetings, the following documents: (i) power of attorney with special powers for representation at the Meetings, in the case of a proxy; (ii) for shareholders who have their shares deposited in the fungible custody of shares, an extract provided by the custodian institution confirming their respective shareholdings; and (iii) evidence that such shareholder qualifies as a Brazilian Shareholder or a Foreign Shareholder, as provided for in Section 20 of the Company's Bylaws. For purposes of verifying the limit of votes that may be cast at the Meetings, you shall also inform the Company, at least 48 hours before the Meetings, whether you belong to a Shareholders Group (as such term is defined in the Company's Bylaws).
The documents mentioned in item "a" above shall be sent to the attention
of the Investor Relations Department, at email@example.com.
In order to participate in the Meetings through distance voting ballot (boletim de voto à distância), shareholders must send a distance voting ballot (boletim de voto à distância) directly to the Company or through third parties, according to the instructions set forth in the Manual and Management's Proposal for the Meetings released on this same date and available on the websites above.
Given the guidelines of the Health Ministry (Ministério da Saúde) and of the Government of the State of São Paulo for the prevention and combating of the new coronavirus (COVID-19), the Company suggests that its shareholders, if possible, use the distance voting ballot (boletim de voto à distância) to participate in the Meetings hereby convened.
The slates of candidates that are running for the Fiscal Council positions, as proposed by the Fiscal Council are available to shareholders at the Company's headquarters and on the internet on the websites of B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br), the Company (ri.embraer.com.br) and the Brazilian Securities Commission - CVM (www.cvm.gov.br). Shareholders wishing to propose another slate for the Fiscal Council must comply with the provisions in paragraph 2 of Section 31 of the Company's Bylaws. Any such slate proposed by the shareholders will be made available by the Company as contemplated in paragraph 2 of Section 31 of the Company's Bylaws.