Last update: 03/27/2020

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - EMBRAER S.A. to be held on 04/29/2020

Shareholder's Name

Shareholder's CNPJ or CPF

E-mail

Instructions on how to cast your vote

This Distance Voting Ballot ("Ballot") shall be completed if the shareholder decides to exercise his/her/its right of remote voting, pursuant to the terms of CVM Rule No. 481/2009.

If the shareholder wants to exercise his/her/its right of remote voting, he/she/it shall complete the fields above with his/her full name (or corporate name, if the shareholder is a legal entity) and the enrollment number with the Brazilian Ministry of Economy, whether the Brazilian Corporate Taxpayers' Registry - CNPJ (for legal entities) or the Brazilian Individual Taxpayers' Registry - CPF (for individuals), in addition to an email address for contact.

In order to this Ballot be deemed as valid and the votes casted herein be counted as part of the quorum of the Annual Shareholders' Meeting (i) all the fields below shall be duly completed; (ii) all the pages shall be initialized by the shareholder; and (iii) at the end, the shareholder (or his/her/its legal representative, as applicable) shall sign the Ballot. The Company will not require the sworn translation of documents that have been originally drafted in Portuguese, English or Spanish, or that are delivered jointly with the respective translation to such languages and authentication or notarization of the signature, and legalization of the document will not be necessary for the acceptance of the Ballot.

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider

Given the current 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), and aiming at the safety of its shareholders, the Company suggests that its shareholders, if possible, use the distance voting ballot (boletim de voto à distância) to participate in the Annual Shareholders Meeting, mainly by sending the distance voting ballot to the service providers, given the greater simplicity of such procedure.

The shareholder who decides to exercise his/her/its right of remote voting may: (i) complete and send this Ballot directly to the Company, or (ii) send the instructions regarding the completion to the eligible service providers, in accordance with the instructions below:

  • Forwarding to the Company: The shareholder shall send this Ballot, no later than 7 days prior to the Annual and Extraordinary General Shareholders' Meetings, i.e., until April 22th, 2020 (including), to the electronic address mentioned below (email), jointly with the documents required by the Company described in the Manual for the Annual and Extraordinary General Shareholders' Meetings. In order to verify if the shareholder is a Brazilian Shareholder or if it is a Foreign Shareholder (in accordance with the definition of the bylaws), the Company shall require a digital copy of the original identification document of the shareholder, or a proof issued by the financial depositary institution of the registered shares, or in custody, pursuant to the terms of article 40 of Law No. 6.404/76 (the Company will not request the delivery of a proof by the owner of registered shares who is in the list of shareholders provided by the financial depositary institution). In accordance with regulation in force, the Company will inform the shareholder whether the documents received are sufficient or not to deem the vote as valid.
  • Forwarding to the Company's bookkeeping agent: The shareholder shall send the instructions regarding the completion of this Ballot to the Company's bookkeeping agent (Itaú Corretora de Valores S.A.), in case of shares that are not held in a Central Depository, in accordance with the proceedings set forth and documents required by the Company's bookkeeping agent.
  • Forwarding to the custody agent: In this case, the shareholder shall send the instructions regarding the completion of this Ballot to the custody agent of his/her/its shares, in accordance with the proceedings set forth and documents required by the applicable custody agent.

The Company highlights that the rules set forth in its bylaws regarding shareholders' meetings, in particular, the rules set forth in articles 14 and 15 shall be applicable.

For additional clarifications, access the Manual for participation in the Annual and Extraordinary General Shareholders' Meetings, available at the websites of the Company (ri.embraer.com.br), of the Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br) and of B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br) on the world wide web. In case of any doubts, please contact the Investors Relations Department, through the number: 55-11-3040-6874, email: investor.relations@embraer.com.br.

Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company

The Company requests that the Ballot and the documents required by the Company as described in the completion guidance above and in the Manual for the Annual and Extraordinary General

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - EMBRAER S.A. to be held on 04/29/2020

Shareholders' Meetings be forwarded to the attention of its Investors Relations Department, only to the email address: investor.relations@embraer.com.br.

Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number

ITAÚ CORRETORA DE VALORES S.A.

Avenida Brigadeiro Faria Lima, 3500, 3rd floor - São Paulo ZIP CODE 04538-132 Phone

Shareholders Assistance:

3003-9285 (capital cities and metropolitan areas)

0800 7209285 (other locations)

Assistance hours: business days, from 9 am to 6 pm.

Email: atendimentoescrituracao@itau-unibanco.com.br

Resolutions concerning the Annual General Meeting (AGM)

Simple Resolution

1. To resolve on the management accounts and to examine, discuss and approve the financial statements for the fiscal year ended on December 31, 2019;

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

2. To review and resolve on the allocation of the net income for the fiscal year ended December 31, 2019, as proposed by management and detailed in the Manual for the Annual and Extraordinary General Shareholders' Meeting, as follows: absorption, by the Investments and Working Capital Reserve set forth in Section 50 of the Company's Bylaws, of the net loss already assessed for the year (R$1,316,797,395.00), deducted by the result of the proceeds from the sale of treasury shares in view of the exercise of stock options under the Company's stock option plan in the amount of R$3,002,015.00, as well as the amount of R$8,103,424.00 in investment subsidies used in 2019, reclassified to the "Investment Subsidy Reserve" account, plus the result calculated from adjustments regarding the change in accounting practices, in the amount of R$5,023,000.00, totaling R$1,322,879,834.00 to be absorbed by the Investments and Working Capital Reserve.

[ ] Approve [ ] Reject [ ] Abstain

Election of the fiscal board by single group of candidates

Chapa 1

Ivan Mendes do Carmo (Presidente/Chairman) (Efetivo/Acting Member) / Tarcísio Luiz Silva Fontenele (Suplente/Alternate)

José Mauro Laxe Vilela (Vice-Presidente/Vice-Chairman) (Efetivo/Acting Member) / Wanderley Fernandes da Silva (Suplente/Alternate)

João Manoel Pinho de Mello (Efetivo/Acting Member) / Pedro Jucá Maciel (Suplente/Alternate)

Maurício Rocha Alves de Carvalho (Efetivo/Acting Member) / Mario Ernesto Vampré Hunberg (Suplente/Alternate)

3. Nomination of all candidates to be included on the slate. - Chapa 1

[ ] Approve [ ] Reject [ ] Abstain

4. If one of the candidates on the selected slate leaves such slate to accommodate a separate election as per Section 161, Paragraph 4, and Section 240 of Law No. 6,404 of 1976, may the votes corresponding to your shares continue to be assigned to the selected slate ? -

[ ] Yes [ ] No [ ] Abstain

Simple Resolution

5. To fix a cap of R$ 69 million as the aggregate annual compensation of the Company management, as proposed by the management and detailed in the Annual and Extraordinary General Shareholders' Meetings Manual, for the period from May 2020 to April 2021.

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - EMBRAER S.A. to be held on 04/29/2020

General Shareholders' Meetings Manual, for the period from May 2020 to April 2021.

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

6. To fix the compensation of the members of the Fiscal Council, according to a proposal from the management, for the period from May 2020 to April 2021, as follows:

(i) monthly compensation of the Chairman of the Fiscal Council: R$ 15,000.00;

(ii) monthly compensation of each acting member of the Fiscal Council: R$ 13,250.00

[ ] Approve [ ] Reject [ ] Abstain

City :__________________________________________________________________________

Date :__________________________________________________________________________

Signature :_____________________________________________________________________

Shareholder's Name :____________________________________________________________

Phone Number :__________________________________________________________________

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Embraer SA published this content on 27 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2020 00:12:09 UTC