TABLE OF CONTENTS

1.

Message from the Chairman of the Board of Directors ...........................

2

2.

Information and Guidelines for Attendance at the Meeting....................

4

2.1. Voting at the Meeting...........................................................................................

4

2.2. Participation through electronic remote participation system in the Meeting ..

5

2.3. Participation through Distance Voting Ballot (Boletim de Voto à Distância)8

3.

Call Notice ..........................................................................................................

10

4.

Management's Proposal on the Agenda....................................................

13

4.1. To resolve on the amendment to the Bylaws to insert a transitional provision to: (a) only for the 2021/2023 biennium, provide that the Company's Board of Directors shall have 10 effective members elected in accordance with paragraph 3 of Section 27 of the Bylaws (in addition to the provisions contained in paragraphs 1 and 2 of such Section); and (b) authorize the election of 2 additional members of the Board of Directors, exceptionally, on an individual basis and not through the slate system provided for in the

Company's Bylaws.............................................................................................

13

4.2. Elect the 2 effective members of the Board of Directors, in the event the

amendment to the Bylaws mentioned in item 4.1 above is approved .......

15

ANNEXES

ANNEX I - PROPOSED BYLAWS

ANNEX II - REPORT OF PROPOSED AMENDMENTS TO THE BYLAWS

ANNEX III - INFORMATION ABOUT THE CANDIDATES FOR THE BOARD OF DIRECTORS

1. Message from the Chairman of the Board of Directors

São José dos Campos, July 16, 2021

Dear Shareholder,

We are pleased to invite you to attend, on first call, the Extraordinary General Shareholders' Meeting ("Meeting") of Embraer S.A. ("Embraer" or "Company"), to be held on August 16, 2021, at 10:30 am, exclusively by digital means.

In early 2021, in line with the approval of Embraer's new strategy for the 2021-2025 period, which prioritizes growth through global partnerships, innovation projects and business diversification, the Company announced, in official statements and press releases, its decision to add skills to the Strategy Committee, reinforcing its global vision and expertise in the commercial aviation business.

The aerospace sector continues to undergo a transformation in the face of the challenges of the pandemic, the arrival of new entrants and the development of innovative and sustainable technologies. Moreover, there is the increased competition in the commercial aviation sector and the trend of greater market receptivity for smaller aircraft.

New innovative and disruptive projects under development, such as the electric vertical take- off and landing vehicle (eVTOL), the new digital aircraft maintenance platform (Beacon) and the new generation turboprop aircraft, require new skills from our Board. Embraer also foresees other opportunities for product diversification with internationalization, sustainability and innovation.

The eVTOL project, for example, contemplates a business combination that may result in a new publicly-held company in the United States, the main market of which will be in that country. The great market interest in the new generation turboprop aircraft leads us to intensify our efforts to develop this product. New challenges and great opportunities for Embraer.

In this scenario, Embraer's Board decided to accelerate and intensify its preparation to face the challenges in a structured and effective manner, through the immediate inclusion of new members in its Board of Directors.

It is with enthusiasm that we present in this Manual the proposal for the election of two independent candidates for the Board of Directors with extensive and recognized experience in the aerospace segment, deep technical and financial knowledge, strategic profile and focus on innovation, as well as broad corporate performance in companies and global markets.

It is in this spirit that Embraer's Board recommends the approval of the Meeting matters contained in the Call Notice.

Considering the legal and statutory requirements related to the quorum for these resolutions, I emphasize the importance of your vote on the matters presented herein. For the Meeting to take place on first call, the attendance of shareholders representing at least two -thirds of the voting capital stock is required, pursuant to Section 135 of Law No. 6,404/76.

Embraer's relationship with its shareholders is based on the disclosure of information with transparency, clarity and respect for legal and ethical principles, which allows the consolidation

and maintenance of Embraer's image of leadership and innovation in the capital markets. We hope that the information contained herein may clarify the matters on the agenda and motivate you to participate in the Meeting.

We encourage your attendance in the Meeting, in the best interest of Embraer. Remember, your vote is very important to us.

We appreciate your attention,

Alexandre Gonçalves Silva

Chairman of the Board of Directors

3

2. Information and Guidelines for Attendance at the Meeting

2.1. Voting at the Meeting

Each common share will be entitled to one vote on the resolutions of the Meeting, subject to the following limits set forth in the Company's Bylaws:

  1. No shareholder, or Shareholder Group (as defined below), Brazilian or foreign, may cast votes in excess of 5% of the shares of the Company's capital stock; and
  2. The Foreign Shareholders (as defined below) and Foreign Shareholder Groups (as defined below) may not cast votes in excess of 2/3 of the total votes that may be exercised by the Brazilian Shareholders (as defined below) in attendance.

The above limitations apply, jointly and successively, to the Foreign Shareholders and Foreign Shareholder Groups.

The votes of the Brazilian Shareholders and the Foreign Shareholders on the resolutions of the Meeting will be calculated separately. To that end, the Chairman of the Meetings shall, upon becoming Chairman, determine and communicate the total number of votes that may be cast by the Brazilian Shareholders and by the Foreign Shareholders, observing the voting limits set forth in the Company's Bylaws. If the total number of votes of the Foreign Shareholders exceeds 2/3 of the votes that may be cast by the Brazilian Shareholders, the number of votes of each Foreign Shareholder, including those received by means of distance voting ballot (boletim de voto à distância) sent directly to the Company or through a third party, shall be proportionately reduced by the percentage of such excess, so that the total number of votes of the Foreign Shareholders does not exceed the limit of 40% the votes that may be cast in the Meeting.

For purposes of applying the restriction on the maximum number of votes attributed to each shareholder, you must take into account the following definitions set forth in Embraer's Bylaws:

Shareholder Group - Shareholder Groups are two or more shareholders: (i) that are parties to a voting agreement, either directly or through companies that are subsidiaries, parent companies or companies under common control; (ii) where one shareholder is, directly or indirectly, a controlling shareholder or a controlling parent company of the other shareholder or shareholders; (iii) that are companies directly or indirectly controlled by the same person, or group of persons, who may or may not be shareholders themselves; or (iv) that are companies, associations, foundations, cooperatives and trusts, investment funds or portfolios, universal rights or any other form of organization or undertaking with the same administrators or managers, or, whose administrators or managers are companies that are directly or indirectly controlled by the same person, or group of persons, which may or may not be shareholders.

As regards to investment funds, only funds with a common administrator, whose policies of investments and exercise of voting rights provides the administrator with full authority to decide

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Embraer SA published this content on 16 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 July 2021 13:26:02 UTC.