Embraer S A : Proxy Card - 2020 Embraer Shareholders Ordinary and Extraordinary Meeting

Embraer - Proof 7 3/26/2020

EMBRAER

TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY SHARES ("ADSs")

REPRESENTING COMMON SHARES OF

EMBRAER

Please refer to the reverse side of this card for the Resolutions to be voted at the Meetings.

FOLD AND DETACH HERE

Annual General Shareholders' Meeting	Extraordinary General Shareholders' Meeting
FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN
Res. 1	Res. 1
Res. 2	Res. 2
Res. 3	Res. 3
Res. 4	Res. 4
Res. 5

Address change		Mark box, sign and indicate changes/comments below:

Please be sure to sign and date this Voting Instruction Card.

Sign below	Date:

Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

Embraer - Proof 7 3/26/2020

ANNUAL GENERAL SHAREHOLDERS' MEETING

1. To review the management accounts and to examine, discuss and approve the financial statements for the fiscal year ended on December 31, 2019.
2. To review and resolve on the allocation of the net income for the fiscal year ended on December 31, 2019.
3. To elect the members of the Fiscal Council.
4. To determine the aggregate annual compensation of the Company's management.
5. To determine the compensation of the members of the Fiscal Council.

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.
2. 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.
3. To restate the Company's Bylaws to reflect the amendments set forth above.
4. To approve the long-term incentive plan for the Company's executives.

The documents related to the matters to be resolved on the Meetings, including the recommendation of the board of directors as detailed in the Manual for the Annual and Extraordinary General Shareholders' Meetings are available to the shareholders at the registered office of the Company and on the websites of the Company (ri.embraer.com.br), the Brazilian Securities Commission - CVM (www.cvm.gov.br) and B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br) and the U.S. Securities and Exchange Commission (www.sec.gov) on the world wide web.

If you have any questions, please contact the Embraer Investor Relations team at [phone] or [phone] or [e-mail], from 7:00AM to 3:00PM, Eastern Standard Time.

Embraer

JPMorgan Chase Bank, N.A., Depositary

PO Box 64506, Saint Paul MN 55164-0506

Voting Instruction Card

JPMorgan Chase Bank, N.A. (the "Depositary") has received advice that the Annual and Extraordinary General Shareholders' Meetings (the "Meetings") of Embraer (the "Company") will be held at the Company's headquarters, located at Avenida Brigadeiro Faria Lima 2170, in the city of São José dos Campos, State of São Paulo, Brazil, on April 29, 2020, at 10:00 a.m. (local time), for the purposes set forth on this card.

If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Common Shares ("Shares") represented by your American Depositary Shares ("ADSs") FOR or AGAINST or to ABSTAIN from the Resolutions to be proposed at the Meetings, the Voting Instruction Card should be executed in such a manner as to clearly show whether you desire the Nominee or Nominees of the Depositary to vote FOR or AGAINST or to ABSTAIN on such Resolutions, or any of them, as the case may be. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., April 24, 2020. The enclosed postage paid envelope is provided for such purpose. Only the registered holders of record at the close of business on March 23, 2020, will be entitled to execute the attached Voting Instruction Card.

The signatory, a registered holder of ADSs representing Common Shares of the Company, of record as of March 23, 2020, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Common Shares of the Company represented by such ADSs, on the Resolutions at the Meetings, or to abstain, as the case may be, in each case in accordance with the instructions set forth hereon.

These instructions, when properly signed and dated, will be voted in the manner directed herein. If you do not check any boxes on a particular Resolution, no action will be taken with respect to the Shares represented by your ADSs on such Resolution.

NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be received by the Depositary before 12:00 p.m., April 24, 2020.

JPMorgan Chase Bank, N.A., Depositary

PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.