UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
Report of Foreign Private Issuer
Pursuant to Rule13a-16 or15d-16
under the Securities Exchange Act of 1934
For the month of April 2019
Commission File Number:001-15102
Embraer S.A.
Av. Brigadeiro Faria Lima, 2170
12227-901 São José dos Campos, São Paulo, Brazil
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F:
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
MANUAL AND MANAGEMENT’S PROPOSAL FOR THE EXTRAORDINARY GENERAL ON MAY 27th, SHAREHOLDERS’ MEETING OF EMBRAER S.A. TO BE HELD 2019 embraer.comMANUAL AND MANAGEMENT’S PROPOSAL FOR THE EXTRAORDINARY GENERAL ON MAY 27th, SHAREHOLDERS’ MEETING OF EMBRAER S.A. TO BE HELD 2019 embraer.com
1 TABLE OF CONTENTS 1. Message from the Chairman of the Board of Directors ....................................... 2 2. Information and Guidelines for Attendance at the Meeting ............................... 3 2.1. Voting at the Meeting......................................................................................... 3 2.2. In-Person Attendance at Meeting ...................................................................... 4 2.3. Participation through Distance Voting Ballot (Boletim de Voto à Distância) ..... 5 3. Call Notice ............................................................................................................... 7 4. Management’s Proposal on the Agenda ............................................................... 9 4.1. To review and resolve on the amendments to the Bylaws to conform them to 9 the Novo Mercado (New Market) Listing Regulation ......................................... 4.2. To review and resolve on the amendments to the Bylaws to conform them to the requirements set forth in the regulations of the Brazilian Securities 9 Commission (Comissão de Valores Mobiliários – CVM) ................................... 4.3. To review and resolve on the changes in the Bylaws to the rules relating to (i) the membership of the Board of Directors, (ii) meetings of the Company’s management bodies, and (iii) certain responsibilities of the Company’s 9 management bodies .......................................................................................... 4.4. To review and resolve on the amendments to the Bylaws in order to change the names and the membership of the advisory committees of the Board of Directors ............................................................................................................ 9 4.5. To review and resolve on the amendments to the Bylaws to include a rule on the possibility for the Company entering into indemnity agreements (acordos 9 de indenidade) .................................................................................................. 4.6. To review and resolve on the change in the Company’s capital stock to reflect the increase approved by the Board of Directors at a meeting held on March 9 5, 2018 .............................................................................................................. 4.7. To review and resolve on formal adjustments to the Bylaws ............................. 10 4.8. To approve the restatement of the Bylaws resulting from the amendments approved in the items above ............................................................................. 10 ANNEXES: Annex I – Proposed Bylaws Annex II – Report of Proposed Amendments to the Bylaws This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 1 TABLE OF CONTENTS 1. Message from the Chairman of the Board of Directors ...................................... 2 2. Information and Guidelines for Attendance at the Meeting ............................... 3 2.1. Voting at the Meeting......................................................................................... 3 2.2. In-Person Attendance at Meeting ...................................................................... 4 2.3. Participation through Distance Voting Ballot (Boletim de Voto à Distância) ..... 5 3. Call Notice ............................................................................................................... 7 4. Management’s Proposal on the Agenda ............................................................... 9 4.1. To review and resolve on the amendments to the Bylaws to conform them to 9 the Novo Mercado (New Market) Listing Regulation ......................................... 4.2. To review and resolve on the amendments to the Bylaws to conform them to the requirements set forth in the regulations of the Brazilian Securities 9 Commission (Comissão de Valores Mobiliários – CVM) ................................... 4.3. To review and resolve on the changes in the Bylaws to the rules relating to (i) the membership of the Board of Directors, (ii) meetings of the Company’s management bodies, and (iii) certain responsibilities of the Company’s 9 management bodies .......................................................................................... 4.4. To review and resolve on the amendments to the Bylaws in order to change the names and the membership of the advisory committees of the Board of Directors ............................................................................................................ 9 4.5. To review and resolve on the amendments to the Bylaws to include a rule on the possibility for the Company entering into indemnity agreements (acordos 9 de indenidade) .................................................................................................. 4.6. To review and resolve on the change in the Company’s capital stock to reflect the increase approved by the Board of Directors at a meeting held on March 9 5, 2018 .............................................................................................................. 4.7. To review and resolve on formal adjustments to the Bylaws ............................. 10 4.8. To approve the restatement of the Bylaws resulting from the amendments approved in the items above ............................................................................. 10 ANNEXES: Annex I – Proposed Bylaws Annex II – Report of Proposed Amendments to the Bylaws This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
2 1. Message from the Chairman of the Board of Directors São José dos Campos, April 26, 2019 Dear Shareholder, We are pleased to invite you to attend the Extraordinary General Shareholders’ Meeting (“AGE” or “Meeting”) of Embraer S.A. (“Embraer” or “Company”), called for on May 27, 2019, at 10:00 a.m., to 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. Embraer’s shares have been listed on B3 S.A. - Brasil, Bolsa, Balcão (“B3”) since 1989 and on the New York Stock Exchange (NYSE) since July 2000 through American Depositary Receipts (ADRs). Since the corporate restructuring that took place in 2006, Embraer’s capital stock has been exclusively comprised of common shares, as well as one golden share held by the Brazilian Federal Government, without a control group or a controlling shareholder. Since then, Embraer’s shares have been included in the Novo Mercado segment of B3, the highest level of corporate governance that a company can have in Brazil. In the AGE, you will be invited to review and resolve on the matters included in the Call Notice, in accordance with item 3 below. Embraer’s Management presented a proposal related to the matters on which to be voted, which is included in this Manual. 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. 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. 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, prepared in this spirit, will clarify the matters on the agenda and motivate you to attend the AGE. We encourage your attendance in the AGE, 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 This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 2 1. Message from the Chairman of the Board of Directors São José dos Campos, April 26, 2019 Dear Shareholder, We are pleased to invite you to attend the Extraordinary General Shareholders’ Meeting (“AGE” or “Meeting”) of Embraer S.A. (“Embraer” or “Company”), called for on May 27, 2019, at 10:00 a.m., to 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. Embraer’s shares have been listed on B3 S.A. - Brasil, Bolsa, Balcão (“B3”) since 1989 and on the New York Stock Exchange (NYSE) since July 2000 through American Depositary Receipts (ADRs). Since the corporate restructuring that took place in 2006, Embraer’s capital stock has been exclusively comprised of common shares, as well as one golden share held by the Brazilian Federal Government, without a control group or a controlling shareholder. Since then, Embraer’s shares have been included in the Novo Mercado segment of B3, the highest level of corporate governance that a company can have in Brazil. In the AGE, you will be invited to review and resolve on the matters included in the Call Notice, in accordance with item 3 below. Embraer’s Management presented a proposal related to the matters on which to be voted, which is included in this Manual. 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. 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. 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, prepared in this spirit, will clarify the matters on the agenda and motivate you to attend the AGE. We encourage your attendance in the AGE, 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 This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
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: a) No shareholder, or Shareholders’ Group (as defined below), Brazilian or foreign, may cast votes in excess of 5% of the shares of the Company’s capital stock; and b) The Foreign Shareholders (as defined below) and Foreign Shareholders’ Group (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 to the Foreign Shareholders and Foreign Shareholders’ Group, jointly and successively. 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 two-thirds of the total 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: Shareholders’ Group – A shareholders’ group 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 (a) with the same administrators or managers, or further (b) whose administrators or managers are companies that are directly or indirectly controlled by the same person/entity, or group of persons/entities, 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 and resolve at shareholders’ meetings, will be considered to be a member of a Shareholders’ Group. The holders of securities issued under the Company’s Depositary Receipts program are not This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 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: a) No shareholder, or Shareholders’ Group (as defined below), Brazilian or foreign, may cast votes in excess of 5% of the shares of the Company’s capital stock; and b) The Foreign Shareholders (as defined below) and Foreign Shareholders’ Group (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 to the Foreign Shareholders and Foreign Shareholders’ Group, jointly and successively. 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 two-thirds of the total 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: Shareholders’ Group – A shareholders’ group 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 (a) with the same administrators or managers, or further (b) whose administrators or managers are companies that are directly or indirectly controlled by the same person/entity, or group of persons/entities, 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 and resolve at shareholders’ meetings, will be considered to be a member of a Shareholders’ Group. The holders of securities issued under the Company’s Depositary Receipts program are not This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
4 considered a Shareholders’ Group, unless they meet any of the criteria set forth in items (i) through (iv) above. Any shareholders or Shareholders’ Group that are represented by the same proxy, administrator or attorney in fact, shall be deemed members of the same Shareholders’ Group in the Meeting, except in the case of holders of securities issued in connection with the Company’s Depositary Receipts program, when represented by the respective Depositary Bank. In the event of shareholders’ agreements that govern the exercise of voting rights, all signatories thereto shall be considered members of the same Shareholders’ Group for purposes of the limitation on the number of votes described above. Foreign Shareholders’ Group – A Shareholders’ Group will be considered foreign whenever one or more of its members is a Foreign Shareholder. Brazilian Shareholders – The following are Brazilian Shareholders: (i) individuals born or naturalized in Brazil, residing in Brazil or abroad; (ii) legal entities organized under Brazilian private law and having their management based in Brazil and which: a) have no foreign controlling shareholder or foreign parent company, unless the latter falls under item “b” of this definition; b) are controlled, directly or indirectly, by one or more individuals referred to in item (i) of this definition; and (iii) investment funds or clubs organized under the laws of Brazil and having their management based in Brazil and whose administrators and/or majority unitholders are persons referred to in items (i) and (ii) of this definition. Foreign Shareholders – Foreign Shareholders are individuals, legal entities, investment funds or clubs and any other entities not included in the definition of Brazilian Shareholders, and those that fail to prove that they meet the requirements to be registered as Brazilian Shareholders, pursuant to paragraph 2 of Section 10 of the Company’s Bylaws. 2.2. In-person Attendance at Meeting In order to attend the Meeting in person or by proxy, we request that you present to Embraer, at least 48 hours prior to the date of the Meeting, the following documents: a) Power of attorney with special power for representation at the Meeting, in the case of a proxy; b) For shareholders who have their shares deposited in the fungible custody of shares (custódia fungível de ações), an extract provided by the custodian institution confirming their respective shareholdings; and c) Evidence that such shareholder qualifies as a Brazilian Shareholder or a Foreign Shareholder, (x) presenting a valid identification document or (y) submitting to the Company a certificate issued by the depositary financial institution evidencing the shares in book-entry form or in custody, pursuant to Section 40 of Law No. 6,404/76 (the Company will waive the presentation of the certificate by a holder of book-entry shares listed on the list of shareholders provided by the depositary financial institution), 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 Meeting, you shall also This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 4 considered a Shareholders’ Group, unless they meet any of the criteria set forth in items (i) through (iv) above. Any shareholders or Shareholders’ Group that are represented by the same proxy, administrator or attorney in fact, shall be deemed members of the same Shareholders’ Group in the Meeting, except in the case of holders of securities issued in connection with the Company’s Depositary Receipts program, when represented by the respective Depositary Bank. In the event of shareholders’ agreements that govern the exercise of voting rights, all signatories thereto shall be considered members of the same Shareholders’ Group for purposes of the limitation on the number of votes described above. Foreign Shareholders’ Group – A Shareholders’ Group will be considered foreign whenever one or more of its members is a Foreign Shareholder. Brazilian Shareholders – The following are Brazilian Shareholders: (i) individuals born or naturalized in Brazil, residing in Brazil or abroad; (ii) legal entities organized under Brazilian private law and having their management based in Brazil and which: a) have no foreign controlling shareholder or foreign parent company, unless the latter falls under item “b” of this definition; b) are controlled, directly or indirectly, by one or more individuals referred to in item (i) of this definition; and (iii) investment funds or clubs organized under the laws of Brazil and having their management based in Brazil and whose administrators and/or majority unitholders are persons referred to in items (i) and (ii) of this definition. Foreign Shareholders – Foreign Shareholders are individuals, legal entities, investment funds or clubs and any other entities not included in the definition of Brazilian Shareholders, and those that fail to prove that they meet the requirements to be registered as Brazilian Shareholders, pursuant to paragraph 2 of Section 10 of the Company’s Bylaws. 2.2. In-person Attendance at Meeting In order to attend the Meeting in person or by proxy, we request that you present to Embraer, at least 48 hours prior to the date of the Meeting, the following documents: a) Power of attorney with special power for representation at the Meeting, in the case of a proxy; b) For shareholders who have their shares deposited in the fungible custody of shares (custódia fungível de ações), an extract provided by the custodian institution confirming their respective shareholdings; and c) Evidence that such shareholder qualifies as a Brazilian Shareholder or a Foreign Shareholder, (x) presenting a valid identification document or (y) submitting to the Company a certificate issued by the depositary financial institution evidencing the shares in book-entry form or in custody, pursuant to Section 40 of Law No. 6,404/76 (the Company will waive the presentation of the certificate by a holder of book-entry shares listed on the list of shareholders provided by the depositary financial institution), 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 Meeting, you shall also This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
5 inform the Company, at least 48 hours before the Meeting, if you belong to a Shareholders’ Group. The abovementioned documents must be delivered to the Company’s headquarters, to the attention of the Investor Relations Department, at Avenida Brigadeiro Faria Lima, 2170, Portaria F46 (extension 3953), in the city of São José dos Campos, State of São Paulo. 2.3. Participation through Distance Voting Ballot (Boletim de Voto à Distância) If the shareholder wishes to send a distance voting ballot directly to the Company, the shareholder must send the following documents: (i) original hard copy or digital copy of the original distance voting ballot, available on the websites of the Company (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) on the Internet, duly filled in, initialed on all pages and signed at the end; (ii) to prove oneself as a Brazilian Shareholder or Foreign Shareholder, (x) a certified copy or digital copy of the original identity document, or (y) the certificate issued by the depositary financial institution evidencing the shares in book-entry form or in custody, pursuant to Section 40 of Law No. 6,404/76 (the Company will waive the presentation of the certificate by a holder of book-entry shares listed on the list of shareholders provided by the depositary financial institution); and (iii) certified copy or digital copy of the original of the following documents: For individuals: - identity document with photograph of the shareholder; For legal entities: - current bylaws or consolidated articles of association and corporate documents that evidence the legal representation of the shareholder; and - identity document with photograph of the legal representative. For investment funds: - current consolidated governing document of the fund; - bylaws or articles of association of its administrator or manager, as the case may be, according to the voting policy of the fund, and corporate documents evidencing the powers of representation; and - identity document with photograph of the legal representative. The above distance voting ballots and documents shall be received by no later than seven days before the date of the Meeting and those received after such date will be disregarded. The Company waives the certification of signature, notarization and consularization for acceptance of the distance voting ballots. The Company will not require the sworn translation of documents originally drawn up in Portuguese, English or Spanish, or to be accompanied by a translation in those languages. The following identity documents will be accepted, This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 5 inform the Company, at least 48 hours before the Meeting, if you belong to a Shareholders’ Group. The abovementioned documents must be delivered to the Company’s headquarters, to the attention of the Investor Relations Department, at Avenida Brigadeiro Faria Lima, 2170, Portaria F46 (extension 3953), in the city of São José dos Campos, State of São Paulo. 2.3. Participation through Distance Voting Ballot (Boletim de Voto à Distância) If the shareholder wishes to send a distance voting ballot directly to the Company, the shareholder must send the following documents: (i) original hard copy or digital copy of the original distance voting ballot, available on the websites of the Company (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) on the Internet, duly filled in, initialed on all pages and signed at the end; (ii) to prove oneself as a Brazilian Shareholder or Foreign Shareholder, (x) a certified copy or digital copy of the original identity document, or (y) the certificate issued by the depositary financial institution evidencing the shares in book-entry form or in custody, pursuant to Section 40 of Law No. 6,404/76 (the Company will waive the presentation of the certificate by a holder of book-entry shares listed on the list of shareholders provided by the depositary financial institution); and (iii) certified copy or digital copy of the original of the following documents: For individuals: - identity document with photograph of the shareholder; For legal entities: - current bylaws or consolidated articles of association and corporate documents that evidence the legal representation of the shareholder; and - identity document with photograph of the legal representative. For investment funds: - current consolidated governing document of the fund; - bylaws or articles of association of its administrator or manager, as the case may be, according to the voting policy of the fund, and corporate documents evidencing the powers of representation; and - identity document with photograph of the legal representative. The above distance voting ballots and documents shall be received by no later than seven days before the date of the Meeting and those received after such date will be disregarded. The Company waives the certification of signature, notarization and consularization for acceptance of the distance voting ballots. The Company will not require the sworn translation of documents originally drawn up in Portuguese, English or Spanish, or to be accompanied by a translation in those languages. The following identity documents will be accepted, This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
6 provided they include a photograph: identity card (RG), national registry of foreigners (RNE), driver’s license (CNH), passport or officially recognized professional identification. Under the terms of the current regulations, the Company will inform the shareholder, within three days, (i) whether the distance voting ballot (boletim de voto à distância) has been received, as well as whether the documents received are sufficient for the vote to be valid; or (ii) the need to rectify or resend the distance voting ballot (boletim de voto à distância) or any accompanying documents, describing the procedures and deadlines required for the distance voting ballot (boletim de voto à distância) to be valid. As an alternative to sending the distance voting ballot directly to the Company, shareholders holding shares issued by the Company may send voting instructions to complete the distance voting ballot by means of: (i) their respective custodian agents, in the case of shares that are deposited in custody (depositário central); or (ii) the financial institution engaged by the Company to provide securities bookkeeping services, in the case of shares that are not deposited in custody (depositário central). The Company requests that the above documents be sent to the attention of its Investor Relations Department, preferably to the electronic address: investor.relations@embraer.com.br. If by mail, the documents should be mailed to Av. Brigadeiro Faria Lima, 2170, post office 294, in the city of São José dos Campos, State of São Paulo, CEP 12.227-901, to the attention of the Investor Relations Department and, if delivered personally, to Av. Brigadeiro Faria Lima, 2170, in the city of São José dos Campos -SP, portaria F46, to the attention of the Investor Relations Department (extension 3953). When sent by mail or delivered personally, the Company requests a copy of the distance voting ballot also be sent by e-mail to investor.relations@embraer.com.br. If you have any questions regarding the procedure and deadlines described in this item 2, we ask that you contact the Investor Relations Department at (11) 3040-9518, or by e-mail at investor.relations@embraer.com.br. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 6 provided they include a photograph: identity card (RG), national registry of foreigners (RNE), driver’s license (CNH), passport or officially recognized professional identification. Under the terms of the current regulations, the Company will inform the shareholder, within three days, (i) whether the distance voting ballot (boletim de voto à distância) has been received, as well as whether the documents received are sufficient for the vote to be valid; or (ii) the need to rectify or resend the distance voting ballot (boletim de voto à distância) or any accompanying documents, describing the procedures and deadlines required for the distance voting ballot (boletim de voto à distância) to be valid. As an alternative to sending the distance voting ballot directly to the Company, shareholders holding shares issued by the Company may send voting instructions to complete the distance voting ballot by means of: (i) their respective custodian agents, in the case of shares that are deposited in custody (depositário central); or (ii) the financial institution engaged by the Company to provide securities bookkeeping services, in the case of shares that are not deposited in custody (depositário central). The Company requests that the above documents be sent to the attention of its Investor Relations Department, preferably to the electronic address: investor.relations@embraer.com.br. If by mail, the documents should be mailed to Av. Brigadeiro Faria Lima, 2170, post office 294, in the city of São José dos Campos, State of São Paulo, CEP 12.227-901, to the attention of the Investor Relations Department and, if delivered personally, to Av. Brigadeiro Faria Lima, 2170, in the city of São José dos Campos -SP, portaria F46, to the attention of the Investor Relations Department (extension 3953). When sent by mail or delivered personally, the Company requests a copy of the distance voting ballot also be sent by e-mail to investor.relations@embraer.com.br. If you have any questions regarding the procedure and deadlines described in this item 2, we ask that you contact the Investor Relations Department at (11) 3040-9518, or by e-mail at investor.relations@embraer.com.br. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
7 3. Call Notice (The Call Notice will be published in the newspapers Valor Econômico, in the editions dated April 26, 29 and 30, 2019, O Vale and Diário Oficial do Estado de São Paulo in the editions dated April 26, 27 and 30, 2019.) We invite the shareholders of Embraer S.A. (“Company” or “Embraer”) to attend an Extraordinary General Shareholders’ Meeting (“Meeting”), to be held on May 27, 2019, 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, as detailed in the Manual and Management’s Proposal for the Extraordinary Shareholders’ Meeting: 1. To review and resolve on the amendments to the Bylaws to conform them to the Novo Mercado (New Market) Listing Regulation; 2. To review and resolve on the amendments to the Bylaws to conform them to the requirements set forth in the regulations of the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM); 3. To review and resolve on the changes in the Bylaws to the rules relating to (i) the membership of the Board of Directors, (ii) meetings of the Company’s management bodies, and (iii) certain responsibilities of the Company’s management bodies; 4. To review and resolve on the amendments to the Bylaws in order to change the names and the membership of the advisory committees of the Board of Directors; 5. To review and resolve on the amendments to the Bylaws to include a rule on the possibility for the Company entering into indemnity agreements (acordos de indenidade); 6. To review and resolve on the change in the Company’s capital stock to reflect the increase approved by the Board of Directors at a meeting held on March 5, 2018; 7. To review and resolve on formal adjustments to the Bylaws; 8. To approve the restatement of the Bylaws resulting from the amendments approved in the items above. 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 Meeting hereby called, including This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 7 3. Call Notice (The Call Notice will be published in the newspapers Valor Econômico, in the editions dated April 26, 29 and 30, 2019, O Vale and Diário Oficial do Estado de São Paulo in the editions dated April 26, 27 and 30, 2019.) We invite the shareholders of Embraer S.A. (“Company” or “Embraer”) to attend an Extraordinary General Shareholders’ Meeting (“Meeting”), to be held on May 27, 2019, 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, as detailed in the Manual and Management’s Proposal for the Extraordinary Shareholders’ Meeting: 1. To review and resolve on the amendments to the Bylaws to conform them to the Novo Mercado (New Market) Listing Regulation; 2. To review and resolve on the amendments to the Bylaws to conform them to the requirements set forth in the regulations of the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM); 3. To review and resolve on the changes in the Bylaws to the rules relating to (i) the membership of the Board of Directors, (ii) meetings of the Company’s management bodies, and (iii) certain responsibilities of the Company’s management bodies; 4. To review and resolve on the amendments to the Bylaws in order to change the names and the membership of the advisory committees of the Board of Directors; 5. To review and resolve on the amendments to the Bylaws to include a rule on the possibility for the Company entering into indemnity agreements (acordos de indenidade); 6. To review and resolve on the change in the Company’s capital stock to reflect the increase approved by the Board of Directors at a meeting held on March 5, 2018; 7. To review and resolve on formal adjustments to the Bylaws; 8. To approve the restatement of the Bylaws resulting from the amendments approved in the items above. 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 Meeting hereby called, including This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
8 those mentioned in Section 11 of CVM Instruction No. 481/09, are available to shareholders at the Company’s headquarters and on the Internet on the websites of the Company (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). General Instructions: a) To attend the Meeting in person or by proxy, we request that you present to the Company, at least 48 hours prior to the date of the Meeting, the following documents: (i) power of attorney with special powers for representation at the Meeting, 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 Meeting, you shall also inform the Company, at least 48 hours before the Meeting, whether you belong to a Shareholders’ Group (as such term is defined in the Company’s Bylaws). b) The documents mentioned in item “a” above shall be delivered to the Company’s headquarters, to the attention of the Investor Relations Department, at Avenida Brigadeiro Faria Lima, 2170, portaria F46 (extension 3953), in the city of São José dos Campos, State of São Paulo. c) In order to attend the Meeting 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 contained in the Manual and Management’s Proposal published as of the date hereof and available on the websites above. São José dos Campos, April 26, 2019. Alexandre Gonçalves Silva Chairman of the Board of Directors This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 8 those mentioned in Section 11 of CVM Instruction No. 481/09, are available to shareholders at the Company’s headquarters and on the Internet on the websites of the Company (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). General Instructions: a) To attend the Meeting in person or by proxy, we request that you present to the Company, at least 48 hours prior to the date of the Meeting, the following documents: (i) power of attorney with special powers for representation at the Meeting, 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 Meeting, you shall also inform the Company, at least 48 hours before the Meeting, whether you belong to a Shareholders’ Group (as such term is defined in the Company’s Bylaws). b) The documents mentioned in item “a” above shall be delivered to the Company’s headquarters, to the attention of the Investor Relations Department, at Avenida Brigadeiro Faria Lima, 2170, portaria F46 (extension 3953), in the city of São José dos Campos, State of São Paulo. c) In order to attend the Meeting 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 contained in the Manual and Management’s Proposal published as of the date hereof and available on the websites above. São José dos Campos, April 26, 2019. Alexandre Gonçalves Silva Chairman of the Board of Directors This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
9 4. Management’s Proposal on the Agenda 4.1. To review and resolve on the amendments to the Bylaws to conform them to the Novo Mercado (New Market Listing Regulation As a result of the enactment of the New Regulation of the Novo Mercado by B3 (“New Regulation”), listing segment of B3 in which the Company is included, the Management of Embraer proposes that the Bylaws be amended pursuant to the new applicable rules. 4.2. To review and resolve on the amendments to the Bylaws to conform them to the requirements set forth in the regulations of the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM Embraer’s Management proposes to conform the Bylaws provisions with the requirements contained in the CVM Instruction 358/02, as well as in the Ofício-Circular/CVM/SEP/Nº3/2019. 4.3 To review and resolve on the changes in the Bylaws to the rules relating to (i the membership of the Board of Directors, (ii meetings of the Company’s management bodies, and (iii certain responsibilities of the Company’s management bodies The Board of Directors proposes that the membership of the Board of Directors be flexible, and it is the Shareholders’ Meeting responsibility to determine the number of its members, which may be comprised of at least 9 and at most 11 members. Additionally, in order to reinforce its commitment to constantly improve its governance, Management proposes changes to the rules pertaining to the meetings of the Company’s management bodies, as well as the modification of certain responsabilities of the management bodies, in order to optimize the company’s decision-making processes and governance. 4.4 To review and resolve on the amendments to the Bylaws in order to change the names and the membership of the advisory committees of the Board of Directors Embraer Management proposes to change the names of the advisory committees of the Board of Directors, so that the Human Resources Committee becomes the Personnel and Governance Committee and the Audit and Risk Committee becomes the Audit, Risk and Ethics Committee, as well as modify the membership of the advisory committees of the Board of Directors. 4.5 To review and resolve on the amendments to the Bylaws to include a rule on the possibility for the Company entering into indemnity agreements (acordos de indenidade In line with CVM Guideline 38, Embraer Management proposes to include a rule on the possibility for the Company to enter into indemnity agreements (acordos de indenidade) with directors, members of the Fiscal Council and committees of the Company and its subsidiaries, as well as employees and representatives who legally act by delegation of the Company’s or its subsidiaries’ managers, as well as establish policy applicable to them. 4.6 To review and resolve on the change in the Company’s capital stock to reflect the increase approved by the Board of Directors at a meeting held on March 5, 2018 This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 9 4. Management’s Proposal on the Agenda 4.1. To review and resolve on the amendments to the Bylaws to conform them to the Novo Mercado (New Market Listing Regulation As a result of the enactment of the New Regulation of the Novo Mercado by B3 (“New Regulation”), listing segment of B3 in which the Company is included, the Management of Embraer proposes that the Bylaws be amended pursuant to the new applicable rules. 4.2. To review and resolve on the amendments to the Bylaws to conform them to the requirements set forth in the regulations of the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM Embraer’s Management proposes to conform the Bylaws provisions with the requirements contained in the CVM Instruction 358/02, as well as in the Ofício-Circular/CVM/SEP/Nº3/2019. 4.3 To review and resolve on the changes in the Bylaws to the rules relating to (i the membership of the Board of Directors, (ii meetings of the Company’s management bodies, and (iii certain responsibilities of the Company’s management bodies The Board of Directors proposes that the membership of the Board of Directors be flexible, and it is the Shareholders’ Meeting responsibility to determine the number of its members, which may be comprised of at least 9 and at most 11 members. Additionally, in order to reinforce its commitment to constantly improve its governance, Management proposes changes to the rules pertaining to the meetings of the Company’s management bodies, as well as the modification of certain responsabilities of the management bodies, in order to optimize the company’s decision-making processes and governance. 4.4 To review and resolve on the amendments to the Bylaws in order to change the names and the membership of the advisory committees of the Board of Directors Embraer Management proposes to change the names of the advisory committees of the Board of Directors, so that the Human Resources Committee becomes the Personnel and Governance Committee and the Audit and Risk Committee becomes the Audit, Risk and Ethics Committee, as well as modify the membership of the advisory committees of the Board of Directors. 4.5 To review and resolve on the amendments to the Bylaws to include a rule on the possibility for the Company entering into indemnity agreements (acordos de indenidade In line with CVM Guideline 38, Embraer Management proposes to include a rule on the possibility for the Company to enter into indemnity agreements (acordos de indenidade) with directors, members of the Fiscal Council and committees of the Company and its subsidiaries, as well as employees and representatives who legally act by delegation of the Company’s or its subsidiaries’ managers, as well as establish policy applicable to them. 4.6 To review and resolve on the change in the Company’s capital stock to reflect the increase approved by the Board of Directors at a meeting held on March 5, 2018 This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
10 We also propose that the caption of Section 6 of the Company’s Bylaws be amended to reflect the capital increase approved by the Board of Directors, within the limit of authorized capital, at the meeting held on March 5, 2018. 4.7 To review and resolve on formal adjustments to the Bylaws The Board of Directors of Embraer proposes to approve extensive amendments to the Bylaws, contemplating the following changes: (a) to change all references to BM&FBOVESPA S.A.– Bolsa de Valores, Mercadorias e Futuros, former name of B3 S.A. – Brasil, Bolsa, Balcão; and (b) other formal and editorial adjustments, as well as the renumbering and cross- referencing of provisions of the Company’s Bylaws when applicable. 4.8 To approve the restatement of the Bylaws resulting from the amendments approved in the items above The Board of Directors of Embraer proposes to restate the Company's Bylaws as a result of the amendments approved in the above items. Embraer’s Board of Directors recommends its shareholders to carefully review a copy of the proposed Bylaws and the report with the proposed amendments contained in Annexes I and II to this Manual, pursuant to Section 11, items I and II, of CVM Instruction No. 481/09. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 10 We also propose that the caption of Section 6 of the Company’s Bylaws be amended to reflect the capital increase approved by the Board of Directors, within the limit of authorized capital, at the meeting held on March 5, 2018. 4.7 To review and resolve on formal adjustments to the Bylaws The Board of Directors of Embraer proposes to approve extensive amendments to the Bylaws, contemplating the following changes: (a) to change all references to BM&FBOVESPA S.A.– Bolsa de Valores, Mercadorias e Futuros, former name of B3 S.A. – Brasil, Bolsa, Balcão; and (b) other formal and editorial adjustments, as well as the renumbering and cross- referencing of provisions of the Company’s Bylaws when applicable. 4.8 To approve the restatement of the Bylaws resulting from the amendments approved in the items above The Board of Directors of Embraer proposes to restate the Company's Bylaws as a result of the amendments approved in the above items. Embraer’s Board of Directors recommends its shareholders to carefully review a copy of the proposed Bylaws and the report with the proposed amendments contained in Annexes I and II to this Manual, pursuant to Section 11, items I and II, of CVM Instruction No. 481/09. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
11 Annex I – PROPOSED BYLAWS (Pursuant to Section 11, item II, of CVM Instruction 481/09) This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 11 Annex I – PROPOSED BYLAWS (Pursuant to Section 11, item II, of CVM Instruction 481/09) This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
Annex I – Proposed Bylaws (Pursuant to Section 11, item I, of CVM Instruction No. 481/09) Bylaws of EMBRAER S.A. Article I Name, Principal Place of Business, Purpose and Duration Section 1 – Embraer S.A. (the “Company”) is a corporation governed by these Bylaws and the applicable law. Paragraph 1 – The Company was incorporated as a federal mixed-capital company (sociedade de economia mista) pursuant to an authorization under Decree-Law No. 770, of August 19, 1969, and was privatized in accordance with Law No. 8,031, of April 12, 1990, and Public Notice No. PND-A-05/94-EMBRAER issued by the Executive Committee of the Brazilian Privatization Program, published in the Official Gazette, Part 3, on April 4, 1994, pages 5,774 to 5,783. Paragraph 2 – Considering that the Company has joined the Novo Mercado segment of the B3 S.A. – Brasil, Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA, Balcão (“Novo Mercado” and “B3,” respectively), the Company, its shareholders, including controlling shareholders, directors, officers and members of the Fiscal Council fiscal council, when convened, are required to comply with the Novo Mercado BM&FBOVESPA Listing Regulations (“Novo Mercado Regulations”). Principal Place of Business Section 2 – The Company will have its principal place of business and headquarters in the City of São José dos Campos, State of São Paulo, and may incorporate companies and open branches and other offices as well as appoint agents or representatives anywhere in Brazil or abroad. Corporate Purpose Section 3 – The corporate purpose of the Company is as follows: I. to design, build and market aircraft and aerospace materials and related accessories, components and equipment, according to the highest standards of technology and quality; II. to perform and carry out technical activities related to the manufacturing and servicing of aerospace materials; III. to contribute to the training of technical personnel as necessary for the aerospace industry; IV. to engage in other technological, manufacturing and business activities in connection with the aerospace industry, and to provide services therefor; V. to design, build and trade in equipment, materials, systems, software, accessories and components for the defense, security and power industries, as well as perform and carry out technical activities related to the manufacturing and servicing thereof, in accordance with the highest technological and quality standards; and VI. to conduct other technological, manufacturing, trading and services activities related to the defense, security and power industries. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Annex I – Proposed Bylaws (Pursuant to Section 11, item I, of CVM Instruction No. 481/09) Bylaws of EMBRAER S.A. Article I Name, Principal Place of Business, Purpose and Duration Section 1 – Embraer S.A. (the “Company”) is a corporation governed by these Bylaws and the applicable law. Paragraph 1 – The Company was incorporated as a federal mixed-capital company (sociedade de economia mista) pursuant to an authorization under Decree-Law No. 770, of August 19, 1969, and was privatized in accordance with Law No. 8,031, of April 12, 1990, and Public Notice No. PND-A-05/94-EMBRAER issued by the Executive Committee of the Brazilian Privatization Program, published in the Official Gazette, Part 3, on April 4, 1994, pages 5,774 to 5,783. Paragraph 2 – Considering that the Company has joined the Novo Mercado segment of the B3 S.A. – Brasil, Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA, Balcão (“Novo Mercado” and “B3,” respectively), the Company, its shareholders, including controlling shareholders, directors, officers and members of the Fiscal Council fiscal council, when convened, are required to comply with the Novo Mercado BM&FBOVESPA Listing Regulations (“Novo Mercado Regulations”). Principal Place of Business Section 2 – The Company will have its principal place of business and headquarters in the City of São José dos Campos, State of São Paulo, and may incorporate companies and open branches and other offices as well as appoint agents or representatives anywhere in Brazil or abroad. Corporate Purpose Section 3 – The corporate purpose of the Company is as follows: I. to design, build and market aircraft and aerospace materials and related accessories, components and equipment, according to the highest standards of technology and quality; II. to perform and carry out technical activities related to the manufacturing and servicing of aerospace materials; III. to contribute to the training of technical personnel as necessary for the aerospace industry; IV. to engage in other technological, manufacturing and business activities in connection with the aerospace industry, and to provide services therefor; V. to design, build and trade in equipment, materials, systems, software, accessories and components for the defense, security and power industries, as well as perform and carry out technical activities related to the manufacturing and servicing thereof, in accordance with the highest technological and quality standards; and VI. to conduct other technological, manufacturing, trading and services activities related to the defense, security and power industries. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Principles Section 4 – The organization and operation of the Company will be guided by the following principles: I. the securities of the Company will be traded on domestic and/or international capital markets in compliance with all applicable regulatory requirements and the requirements of the supervisory institutions of such markets, in order to raise the necessary capital for the growth of the Company as well as preservation of its competitiveness and continuing existence; II. all shares of the capital stock of the Company will be common shares; III. with respect to the resolutions passed by the Shareholders’ Meetings: a) no shareholder or group of shareholders, whether Brazilian or foreign, may exercise voting rights in excess of 5% of the shares of the capital stock; and b) foreign shareholders and groups of foreign shareholders, in the aggregate, may not exercise voting rights in excess of two-thirds (2/3) of all voting rights held by the Brazilian shareholders in attendance; IV. with due regard for the provisions of Section 54,56 hereof, no majority group may be formed in advance of the Shareholders’ Meetings under shareholders’ agreements that regulate the exercise of voting rights, so as to create blocks holding voting rights in excess of the individual limit established in letter “a” of item III of this Section; V. the resolutions and acts by the bodies of the Company listed in Section 9 hereof will be subject to a veto right of the Brazilian Federal Government; and VI. the Company shall not issue participation certificates (partes beneficiárias). Section 5 – The duration of the Company will be for an indefinite period of time. Article II Capital Stock and Shares Capital Stock Section 6 – The capital stock of the Company, which is fully subscribed to and paid in, is four five billion, seven hundred eighty one hundred fifty-nine million, six hundred seventeen thousand, fifty-two Brazilian Reais and forty-two centavos (R$4,789,617,052.42 5,159,617,052.42), divided into seven hundred forty million, four hundred sixty-five thousand, forty-four (740,465,044) registered common shares, one of which will be a Golden Share (Section 9), and all of which with no par value. Paragraph 1 – At all times the capital stock of the Company will be divided into common shares only, no preferred shares being permitted. Paragraph 2 – The single Golden Share of the Brazilian Federal Government will be entitled to all prerogatives attached thereto for as long as such Golden Share is owned by the Brazilian Federal Government (pursuant to Section 8 of Law No. 9,491/97). Section 7 – According to Section 168 of Law No. 6,404, of December 15, 1976, as amended (“Law No. 6,404/76”) the capital stock of the Company may be increased up to one billion (1,000,000,000) common shares, by a resolution of the Board of Directors, irrespective of any amendment to these Bylaws. Paragraph 1 – It is incumbent on the Board of Directors to establish the number of shares to be issued and the price thereof, as well as the time and terms of payment; provided, however, that a subscription to be paid in kind will be contingent on approval of the relevant appraisal report by the Shareholders’ Meeting, as required by law. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Principles Section 4 – The organization and operation of the Company will be guided by the following principles: I. the securities of the Company will be traded on domestic and/or international capital markets in compliance with all applicable regulatory requirements and the requirements of the supervisory institutions of such markets, in order to raise the necessary capital for the growth of the Company as well as preservation of its competitiveness and continuing existence; II. all shares of the capital stock of the Company will be common shares; III. with respect to the resolutions passed by the Shareholders’ Meetings: a) no shareholder or group of shareholders, whether Brazilian or foreign, may exercise voting rights in excess of 5% of the shares of the capital stock; and b) foreign shareholders and groups of foreign shareholders, in the aggregate, may not exercise voting rights in excess of two-thirds (2/3) of all voting rights held by the Brazilian shareholders in attendance; IV. with due regard for the provisions of Section 54,56 hereof, no majority group may be formed in advance of the Shareholders’ Meetings under shareholders’ agreements that regulate the exercise of voting rights, so as to create blocks holding voting rights in excess of the individual limit established in letter “a” of item III of this Section; V. the resolutions and acts by the bodies of the Company listed in Section 9 hereof will be subject to a veto right of the Brazilian Federal Government; and VI. the Company shall not issue participation certificates (partes beneficiárias). Section 5 – The duration of the Company will be for an indefinite period of time. Article II Capital Stock and Shares Capital Stock Section 6 – The capital stock of the Company, which is fully subscribed to and paid in, is four five billion, seven hundred eighty one hundred fifty-nine million, six hundred seventeen thousand, fifty-two Brazilian Reais and forty-two centavos (R$4,789,617,052.42 5,159,617,052.42), divided into seven hundred forty million, four hundred sixty-five thousand, forty-four (740,465,044) registered common shares, one of which will be a Golden Share (Section 9), and all of which with no par value. Paragraph 1 – At all times the capital stock of the Company will be divided into common shares only, no preferred shares being permitted. Paragraph 2 – The single Golden Share of the Brazilian Federal Government will be entitled to all prerogatives attached thereto for as long as such Golden Share is owned by the Brazilian Federal Government (pursuant to Section 8 of Law No. 9,491/97). Section 7 – According to Section 168 of Law No. 6,404, of December 15, 1976, as amended (“Law No. 6,404/76”) the capital stock of the Company may be increased up to one billion (1,000,000,000) common shares, by a resolution of the Board of Directors, irrespective of any amendment to these Bylaws. Paragraph 1 – It is incumbent on the Board of Directors to establish the number of shares to be issued and the price thereof, as well as the time and terms of payment; provided, however, that a subscription to be paid in kind will be contingent on approval of the relevant appraisal report by the Shareholders’ Meeting, as required by law. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Paragraph 2 – Within the limit of the authorized capital, the Board of Directors will be free: a) to take action on the issuance of warrants, including when attributed as an additional advantage to subscribers of shares or debentures convertible into shares; b) in accordance with a plan approved by the Shareholders’ Meeting, to grant stock options to the directors, executive officers and employees of the Company or its controlled companies, the shareholders having no preemptive rights of purchase with respect to such shares; and c) to approve an increase of the capital stock by way of capitalization of earnings or reserves, with or without a stock dividend. Paragraph 3 – In the event of an issuance of shares in connection with an increase of the capital stock, where such shares will be placed through a sale on a stock exchange or a public offering, the preemptive rights of the existing shareholders may be excluded or the time limit for exercise of such rights may be reduced. Paragraph 4 – The provisions of this Section will also apply to an issuance of convertible debentures or warrants, unless these securities are offered as an additional advantage to subscribers of shares or convertible debentures. Form of Shares Section 8 – All shares of the Company will be in book-entry form and will be held in deposit accounts in the name of their owners with a financial institution authorized to operate by the Brazilian Securities Commission (Comissão de Valores Mobiliários, “CVM”), as selected by the Board of Executive Officers. Paragraph 1 – Such registrar of the book-entry shares will charge directly to the Company the cost of its services. Paragraph 2 – Such registrar will control the number of shares owned by Brazilian and foreign individuals and legal entities, with due regard for the provisions of Paragraph 2 of Section 10 hereof. Golden Share of the Brazilian Federal Government Section 9 – The Golden Share confers on the Brazilian Federal Government veto powers over the following matters: I. change in the name of the Company or its corporate purposes; II. modification and/or use of the Company’s logo; III. creation of and/or changes in military programs involving the Federative Republic of Brazil or otherwise; IV. technological training of third parties in connection with military programs; V. discontinuance of a supply of spare parts to service military aircraft; VI. change in a controlling interest in the Company; and VII. any amendments to: (i) the provisions of this Section, Section 4, the leading paragraph of Section 10, Sections 11, 14 and 15, item III of Section 18, Paragraphs 1 and 2 of Section 27, item X of Section 33, item XIIIXII of Section 3941 and Article VII; and (ii) the rights conferred by these Bylaws on the Golden Share. Paragraph 1 – The conduct of a public offering for the purchase of the Company’s shares, as referred to in Section 5456 hereof, will require the prior approval of the Brazilian Federal Government as the owner of the Golden Share. Paragraph 2 – Subject to the provisions of Law No. 6,404/76 and Section 18, item III, of these Bylaws, the matters listed in this Section will fall within the decision-making authority of the Board of Directors of the Company and will be subject to the following procedures: This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Paragraph 2 – Within the limit of the authorized capital, the Board of Directors will be free: a) to take action on the issuance of warrants, including when attributed as an additional advantage to subscribers of shares or debentures convertible into shares; b) in accordance with a plan approved by the Shareholders’ Meeting, to grant stock options to the directors, executive officers and employees of the Company or its controlled companies, the shareholders having no preemptive rights of purchase with respect to such shares; and c) to approve an increase of the capital stock by way of capitalization of earnings or reserves, with or without a stock dividend. Paragraph 3 – In the event of an issuance of shares in connection with an increase of the capital stock, where such shares will be placed through a sale on a stock exchange or a public offering, the preemptive rights of the existing shareholders may be excluded or the time limit for exercise of such rights may be reduced. Paragraph 4 – The provisions of this Section will also apply to an issuance of convertible debentures or warrants, unless these securities are offered as an additional advantage to subscribers of shares or convertible debentures. Form of Shares Section 8 – All shares of the Company will be in book-entry form and will be held in deposit accounts in the name of their owners with a financial institution authorized to operate by the Brazilian Securities Commission (Comissão de Valores Mobiliários, “CVM”), as selected by the Board of Executive Officers. Paragraph 1 – Such registrar of the book-entry shares will charge directly to the Company the cost of its services. Paragraph 2 – Such registrar will control the number of shares owned by Brazilian and foreign individuals and legal entities, with due regard for the provisions of Paragraph 2 of Section 10 hereof. Golden Share of the Brazilian Federal Government Section 9 – The Golden Share confers on the Brazilian Federal Government veto powers over the following matters: I. change in the name of the Company or its corporate purposes; II. modification and/or use of the Company’s logo; III. creation of and/or changes in military programs involving the Federative Republic of Brazil or otherwise; IV. technological training of third parties in connection with military programs; V. discontinuance of a supply of spare parts to service military aircraft; VI. change in a controlling interest in the Company; and VII. any amendments to: (i) the provisions of this Section, Section 4, the leading paragraph of Section 10, Sections 11, 14 and 15, item III of Section 18, Paragraphs 1 and 2 of Section 27, item X of Section 33, item XIIIXII of Section 3941 and Article VII; and (ii) the rights conferred by these Bylaws on the Golden Share. Paragraph 1 – The conduct of a public offering for the purchase of the Company’s shares, as referred to in Section 5456 hereof, will require the prior approval of the Brazilian Federal Government as the owner of the Golden Share. Paragraph 2 – Subject to the provisions of Law No. 6,404/76 and Section 18, item III, of these Bylaws, the matters listed in this Section will fall within the decision-making authority of the Board of Directors of the Company and will be subject to the following procedures: This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
I. the matter at hand will be the object of a resolution of the Board of Directors; II. if the matter at hand is approved by the Board of Directors, the Chairman of the Board will notify the director elected by the Brazilian Federal Government to either exercise his veto right or express his approval, within a period of 30 days from receipt of such notice; III. after expiration of the period mentioned in item II above, a new meeting of the Board of Directors will be convened: (i) to reconsider the resolution, if the Brazilian Federal Government exercised its veto right; or (ii) to confirm the resolution, if the Brazilian Federal Government expressed its approval or failed to voice an opinion within the period referred to above; and IV. if the resolution is confirmed by the Board of Directors, the matter at hand will be submitted to the Shareholders’ Meeting for approval, where so required by applicable legislation, at which time the Brazilian Federal Government may yet again exercise its veto power under this Section. Paragraph 3 – Without prejudice to the procedure defined in Paragraph 2 above, all matters to be acted on by the Board of Directors that are subject to veto by the Brazilian Federal Government, as holder of the golden share, must also be communicated in advance to the Ministry of the FinanceEconomy by notice given concurrently with the notice mentioned in item II above, and the Ministry of the Economy must make a statement on the matter within 30 days after receipt of the notice referred to in item II above. Article III Shareholders Brazilian Shareholders Section 10 – For the purposes of these Bylaws, the following are considered to be Brazilian shareholders (“Brazilian Shareholders”): I. individuals born or naturalized in Brazil, residing in Brazil or abroad; II. legal entities organized under Brazilian private law and having their management based in Brazil; provided that such entities: a) do not have a foreign controlling shareholder or parent company, unless the latter falls under letter “b” of this item I; and b) are controlled either directly or indirectly by one or more individuals as mentioned in item I; III. investment funds or investment clubs organized under the laws of Brazil and having their management based in Brazil; provided that their administrators and/or majority of its quota holders are individuals or entities as mentioned in items I or II. Paragraph 1 – The Company will keep a registry of its Brazilian Shareholders and Foreign Shareholders, as defined in this Section and Section 11 hereof. Paragraph 2 – A Brazilian Shareholder will be required to show evidence to the Company and the registrar of its book- entry shares that such Brazilian Shareholder meets the requirements of this Section, and only after such evidence is produced will the name of such Brazilian Shareholder be entered on the registry of Brazilian Shareholders. Foreign Shareholders Section 11 – For the purposes of these Bylaws, foreign shareholders (“Foreign Shareholders”) will be individuals, legal entities, investment funds or investment clubs and any other organizations not encompassed by the provisions of Section 10 hereof, as well those that fail to show evidence that they meet the requirements for registration as Brazilian Shareholders, according to Paragraph 2 of Section 10 hereof. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100I. the matter at hand will be the object of a resolution of the Board of Directors; II. if the matter at hand is approved by the Board of Directors, the Chairman of the Board will notify the director elected by the Brazilian Federal Government to either exercise his veto right or express his approval, within a period of 30 days from receipt of such notice; III. after expiration of the period mentioned in item II above, a new meeting of the Board of Directors will be convened: (i) to reconsider the resolution, if the Brazilian Federal Government exercised its veto right; or (ii) to confirm the resolution, if the Brazilian Federal Government expressed its approval or failed to voice an opinion within the period referred to above; and IV. if the resolution is confirmed by the Board of Directors, the matter at hand will be submitted to the Shareholders’ Meeting for approval, where so required by applicable legislation, at which time the Brazilian Federal Government may yet again exercise its veto power under this Section. Paragraph 3 – Without prejudice to the procedure defined in Paragraph 2 above, all matters to be acted on by the Board of Directors that are subject to veto by the Brazilian Federal Government, as holder of the golden share, must also be communicated in advance to the Ministry of the FinanceEconomy by notice given concurrently with the notice mentioned in item II above, and the Ministry of the Economy must make a statement on the matter within 30 days after receipt of the notice referred to in item II above. Article III Shareholders Brazilian Shareholders Section 10 – For the purposes of these Bylaws, the following are considered to be Brazilian shareholders (“Brazilian Shareholders”): I. individuals born or naturalized in Brazil, residing in Brazil or abroad; II. legal entities organized under Brazilian private law and having their management based in Brazil; provided that such entities: a) do not have a foreign controlling shareholder or parent company, unless the latter falls under letter “b” of this item I; and b) are controlled either directly or indirectly by one or more individuals as mentioned in item I; III. investment funds or investment clubs organized under the laws of Brazil and having their management based in Brazil; provided that their administrators and/or majority of its quota holders are individuals or entities as mentioned in items I or II. Paragraph 1 – The Company will keep a registry of its Brazilian Shareholders and Foreign Shareholders, as defined in this Section and Section 11 hereof. Paragraph 2 – A Brazilian Shareholder will be required to show evidence to the Company and the registrar of its book- entry shares that such Brazilian Shareholder meets the requirements of this Section, and only after such evidence is produced will the name of such Brazilian Shareholder be entered on the registry of Brazilian Shareholders. Foreign Shareholders Section 11 – For the purposes of these Bylaws, foreign shareholders (“Foreign Shareholders”) will be individuals, legal entities, investment funds or investment clubs and any other organizations not encompassed by the provisions of Section 10 hereof, as well those that fail to show evidence that they meet the requirements for registration as Brazilian Shareholders, according to Paragraph 2 of Section 10 hereof. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Shareholder Group Section 12 – For the purposes of these Bylaws, two or more shareholders of the Company will be considered to form a group of shareholders (each a “Shareholder Group”) if: I. such shareholders are parties to a voting agreements, either directly or through a parent company, a controlled company or a company under common control; II. one shareholder is directly or indirectly a controlling shareholder or parent company of the other shareholder(s); III. such shareholders are companies directly or indirectly controlled by the same person or entity, or the same group of persons or entities, who may or may not be shareholders themselves; or IV. such shareholders are companies, associations, foundations, cooperatives and trusts, investment funds or portfolios, pools of rights or any other form of organization or undertaking having the same administrators or managers, or having administrators or managers that are companies directly or indirectly controlled by the same person or entity, or the same group of persons or entities, who may or may not be shareholders themselves. Paragraph 1 – In the case of investment funds having a common administrator, there shall be considered to form a Shareholder Group only those funds whose policies on investments and voting at Shareholders’ Meetings, according to the relevant Bylaws, fall under the discretionary duties of such common administrator. Paragraph 2 – For the purpose of these Bylaws, the holders of securities issued in connection with a Depositary Receipts program of the Company will not be considered a Shareholder Group, unless they fall within the provisions of the preceding items of this Section. Paragraph 3 – A Shareholder Group will be deemed to be foreign (a “Foreign Shareholder Group”) if one or more of its members is a Foreign Shareholder. Paragraph 4 – In addition to the foregoing provisions of this Section, there shall be deemed to be members of the same Shareholder Group, in any given Shareholders’ Meeting, any shareholders or Shareholder Groups that are represented by the same attorney-in-fact, executive officer, director or other representative, except for the holders of securities issued in connection with a Depositary Receipts program of the Company, when represented by the relevant Depositary Bank. Paragraph 5 – In the case of a shareholders’ agreement that regulates the exercise of voting rights, all signatories thereto will be deemed to be members of the same Shareholder Group, according to the terms of this Section, for the purpose of limitation of number of votes, as referred to in Section 14 hereof. Obligation to Disclose Section 13 – Every shareholder or Shareholder Group is required to disclose, by notice to the Company and the stock exchanges on which the securities of the Company are traded, any acquisition of shares that exceeds 5% of capital stock of the Company, when added to the shares already owned negotiation of securities through which its direct or indirect equity interest regarding the type or class of shares representing the capital stock of the Company increases or decreases by five percent (5%), ten percent (10%), fifteen percent (15%) and so on successively or multiples thereof. Paragraph 1 – The same requirement applies to the holders of convertible debentures and warrants carrying rights to acquire shares in the amounts mentioned in this Section. Paragraph 2 – A violation of the provisions of this Section will give rise to the penalties described in Section 16 below. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the 41803.00100 Portuguese version shall prevail. Shareholder Group Section 12 – For the purposes of these Bylaws, two or more shareholders of the Company will be considered to form a group of shareholders (each a “Shareholder Group”) if: I. such shareholders are parties to a voting agreements, either directly or through a parent company, a controlled company or a company under common control; II. one shareholder is directly or indirectly a controlling shareholder or parent company of the other shareholder(s); III. such shareholders are companies directly or indirectly controlled by the same person or entity, or the same group of persons or entities, who may or may not be shareholders themselves; or IV. such shareholders are companies, associations, foundations, cooperatives and trusts, investment funds or portfolios, pools of rights or any other form of organization or undertaking having the same administrators or managers, or having administrators or managers that are companies directly or indirectly controlled by the same person or entity, or the same group of persons or entities, who may or may not be shareholders themselves. Paragraph 1 – In the case of investment funds having a common administrator, there shall be considered to form a Shareholder Group only those funds whose policies on investments and voting at Shareholders’ Meetings, according to the relevant Bylaws, fall under the discretionary duties of such common administrator. Paragraph 2 – For the purpose of these Bylaws, the holders of securities issued in connection with a Depositary Receipts program of the Company will not be considered a Shareholder Group, unless they fall within the provisions of the preceding items of this Section. Paragraph 3 – A Shareholder Group will be deemed to be foreign (a “Foreign Shareholder Group”) if one or more of its members is a Foreign Shareholder. Paragraph 4 – In addition to the foregoing provisions of this Section, there shall be deemed to be members of the same Shareholder Group, in any given Shareholders’ Meeting, any shareholders or Shareholder Groups that are represented by the same attorney-in-fact, executive officer, director or other representative, except for the holders of securities issued in connection with a Depositary Receipts program of the Company, when represented by the relevant Depositary Bank. Paragraph 5 – In the case of a shareholders’ agreement that regulates the exercise of voting rights, all signatories thereto will be deemed to be members of the same Shareholder Group, according to the terms of this Section, for the purpose of limitation of number of votes, as referred to in Section 14 hereof. Obligation to Disclose Section 13 – Every shareholder or Shareholder Group is required to disclose, by notice to the Company and the stock exchanges on which the securities of the Company are traded, any acquisition of shares that exceeds 5% of capital stock of the Company, when added to the shares already owned negotiation of securities through which its direct or indirect equity interest regarding the type or class of shares representing the capital stock of the Company increases or decreases by five percent (5%), ten percent (10%), fifteen percent (15%) and so on successively or multiples thereof. Paragraph 1 – The same requirement applies to the holders of convertible debentures and warrants carrying rights to acquire shares in the amounts mentioned in this Section. Paragraph 2 – A violation of the provisions of this Section will give rise to the penalties described in Section 16 below. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the 41803.00100 Portuguese version shall prevail.
Voting Rights Section 14 – Each common share will be entitled to one vote on the resolutions adopted at the Shareholders’ Meetings, subject to the following limitations: I. no shareholder or Shareholder Group, whether Brazilian or foreign, may cast votes in excess of 5% of the issued and outstanding shares of the Company; and II. the Foreign Shareholders, in the aggregate, may not cast at each Shareholders’ Meeting votes in excess of two-thirds (2/3) of the votes that may be cast by the Brazilian Shareholders in attendance. Sole Paragraph – Any votes that exceed the limits established in this Section will not be computed with respect to the resolutions of the Shareholders’ Meetings. Section 15 – For the purpose of the provision of item II of Section 14, after a Shareholders’ Meeting is called to order: I. the Chairman of the Meeting will compute based on the Shareholder Attendance List and will announce to the Meeting (as required by Section 22, Paragraph 3 below) the total number of votes that may be cast by the Brazilian Shareholders and the Foreign Shareholders in attendance, with due regard for the provisions of items I and II of Section 14; and II. if the total votes of the Foreign Shareholders exceed two-thirds (2/3) of the votes that may be cast by the Brazilian Shareholders, then the number of votes of each Foreign Shareholder will be reduced on a pro rata basis from the excess percentage, so that the total votes of the Foreign Shareholders do not exceed the limit of 40% of the total votes that may be cast at the Shareholders’ Meeting. Paragraph 1 – In the case of Foreign Shareholders and Foreign Shareholder Groups, the limits mentioned above will be applied jointly and successively. Paragraph 2 – The Chairman of the Shareholders’ Meeting will announce the number of votes that may be cast by each shareholder in attendance, after application of the rules in Section 14 and this Section. Suspension of Rights Section 16 – The Shareholders’ Meeting may suspend the rights, including the voting rights, of a shareholder that fails to comply with any obligation imposed by law and the regulations issued thereunder, or these Bylaws, including the requirement to evidence Brazilian nationality as per Paragraph 2 of Section 10 hereof. Paragraph 1 – Such suspension of rights may be acted on by any Shareholders’ Meeting, whether annual or extraordinary; provided that the matter is included in the agenda of the Meeting. Paragraph 2 – The shareholders representing at least 5% of the capital stock of the Company may call a Shareholders’ Meeting, where the Board of Directors fails to comply, within eight days, with a request for a Shareholders’ Meeting indicating the breach of an obligation and the name of the breaching shareholder. Paragraph 3 – It will be incumbent on the Shareholders’ Meeting that approves suspension of the political rights of a shareholder to also define, inter alia, the scope and duration of such suspension, provided, however, that no suspension of the statutory rights to oversight and to request information will be permitted. Paragraph 4 – A suspension of rights will cease as soon as the obligation in question is fulfilled. Shareholders’ Agreement Section 17 – The Company will not file any shareholders’ agreement on the exercise of voting rights that conflicts with the provisions of these Bylaws. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Voting Rights Section 14 – Each common share will be entitled to one vote on the resolutions adopted at the Shareholders’ Meetings, subject to the following limitations: I. no shareholder or Shareholder Group, whether Brazilian or foreign, may cast votes in excess of 5% of the issued and outstanding shares of the Company; and II. the Foreign Shareholders, in the aggregate, may not cast at each Shareholders’ Meeting votes in excess of two-thirds (2/3) of the votes that may be cast by the Brazilian Shareholders in attendance. Sole Paragraph – Any votes that exceed the limits established in this Section will not be computed with respect to the resolutions of the Shareholders’ Meetings. Section 15 – For the purpose of the provision of item II of Section 14, after a Shareholders’ Meeting is called to order: I. the Chairman of the Meeting will compute based on the Shareholder Attendance List and will announce to the Meeting (as required by Section 22, Paragraph 3 below) the total number of votes that may be cast by the Brazilian Shareholders and the Foreign Shareholders in attendance, with due regard for the provisions of items I and II of Section 14; and II. if the total votes of the Foreign Shareholders exceed two-thirds (2/3) of the votes that may be cast by the Brazilian Shareholders, then the number of votes of each Foreign Shareholder will be reduced on a pro rata basis from the excess percentage, so that the total votes of the Foreign Shareholders do not exceed the limit of 40% of the total votes that may be cast at the Shareholders’ Meeting. Paragraph 1 – In the case of Foreign Shareholders and Foreign Shareholder Groups, the limits mentioned above will be applied jointly and successively. Paragraph 2 – The Chairman of the Shareholders’ Meeting will announce the number of votes that may be cast by each shareholder in attendance, after application of the rules in Section 14 and this Section. Suspension of Rights Section 16 – The Shareholders’ Meeting may suspend the rights, including the voting rights, of a shareholder that fails to comply with any obligation imposed by law and the regulations issued thereunder, or these Bylaws, including the requirement to evidence Brazilian nationality as per Paragraph 2 of Section 10 hereof. Paragraph 1 – Such suspension of rights may be acted on by any Shareholders’ Meeting, whether annual or extraordinary; provided that the matter is included in the agenda of the Meeting. Paragraph 2 – The shareholders representing at least 5% of the capital stock of the Company may call a Shareholders’ Meeting, where the Board of Directors fails to comply, within eight days, with a request for a Shareholders’ Meeting indicating the breach of an obligation and the name of the breaching shareholder. Paragraph 3 – It will be incumbent on the Shareholders’ Meeting that approves suspension of the political rights of a shareholder to also define, inter alia, the scope and duration of such suspension, provided, however, that no suspension of the statutory rights to oversight and to request information will be permitted. Paragraph 4 – A suspension of rights will cease as soon as the obligation in question is fulfilled. Shareholders’ Agreement Section 17 – The Company will not file any shareholders’ agreement on the exercise of voting rights that conflicts with the provisions of these Bylaws. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Article IV Shareholders’ Meeting Authority Section 18 – In addition to the duties mentioned in Section 122 and other provisions of Law No. 6,404/76, the Shareholders’ Meeting will have sole authority to take the following actions: I. to elect and remove the members of the Board of Directors; II. to elect and remove the members of the Fiscal Council and to determine their compensation; III. when required by applicable legislation, to decide on the matters subject to the veto power of the Brazilian Federal Government as holder of the Golden Share, pursuant to Section 9 hereof; IV. to determine the aggregate annual compensation of the directors and executive officers of the Company; V. to decide on the proposed delisting of the Company from the Novo Mercado of BM&FBOVESPAB3; VI.V. to select the expert firm responsible for appraisal of the Company and preparation of the relevant report in those cases mentioned in Article VIII hereof; VII.VI. to approve stock option plans for the directors, executive officers and/or employees of the Company or companies controlled by the Company, according to the terms of Section 7, Paragraph 2, letter “b” hereof; VIII.VII.to attribute to directors and executive officers and/or employees of the Company profit sharing, subject to legal limits and the human resources policy of the Company; IX.VIII. to decide on any allocation of earnings and payment of dividends by the Company, as proposed by the management; X.IX. to elect the liquidator as well as the Fiscal Council that will operate during the period of liquidation of the Company; and X. to dismiss the requirement of conducting a tender offer to delist from the Novo Mercado. Sole Paragraph - The resolution referred to in item X of this Section must be taken by majority vote of the shareholders of outstanding shares attending the Meeting, disregarding blank votes. If the Meeting is convened on first call, shareholders representing at least two-thirds (2/3) of total outstanding shares must be in attendance; and if convened on second call, any number of shareholders representing outstanding shares may be in attendance. Notice Section 19 – The Shareholders’ Meetings will be called by the Board of Directors or, where so provided by law, by the shareholders or the Fiscal Council. Notice of the Shareholders’ Meetings will be given at least 30 days in advance, as counted from first publication of notice. If the Meeting is not held, a second notice will be published at least 15 days in advance. Qualification and Representation Section 20 – The shareholders present at a Shareholders’ Meeting must evidence their capacity as Brazilian Shareholders (Section 10) or Foreign Shareholders (Section 11) by producing a valid identification document or lodging with the Company, no later than 48 hours prior to the time scheduled for the Shareholders’ Meeting, proof furnished by the registrar of book-entry shares or the custodian of any shares, in accordance with Section 40 of Law No. 6,404/76. Paragraph 1 – The Company will waive submission of proof of ownership by a holder of book-entry shares whose name appears on the list of shareholders provided by the financial institution acting as registrar. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Article IV Shareholders’ Meeting Authority Section 18 – In addition to the duties mentioned in Section 122 and other provisions of Law No. 6,404/76, the Shareholders’ Meeting will have sole authority to take the following actions: I. to elect and remove the members of the Board of Directors; II. to elect and remove the members of the Fiscal Council and to determine their compensation; III. when required by applicable legislation, to decide on the matters subject to the veto power of the Brazilian Federal Government as holder of the Golden Share, pursuant to Section 9 hereof; IV. to determine the aggregate annual compensation of the directors and executive officers of the Company; V. to decide on the proposed delisting of the Company from the Novo Mercado of BM&FBOVESPAB3; VI.V. to select the expert firm responsible for appraisal of the Company and preparation of the relevant report in those cases mentioned in Article VIII hereof; VII.VI. to approve stock option plans for the directors, executive officers and/or employees of the Company or companies controlled by the Company, according to the terms of Section 7, Paragraph 2, letter “b” hereof; VIII.VII.to attribute to directors and executive officers and/or employees of the Company profit sharing, subject to legal limits and the human resources policy of the Company; IX.VIII. to decide on any allocation of earnings and payment of dividends by the Company, as proposed by the management; X.IX. to elect the liquidator as well as the Fiscal Council that will operate during the period of liquidation of the Company; and X. to dismiss the requirement of conducting a tender offer to delist from the Novo Mercado. Sole Paragraph - The resolution referred to in item X of this Section must be taken by majority vote of the shareholders of outstanding shares attending the Meeting, disregarding blank votes. If the Meeting is convened on first call, shareholders representing at least two-thirds (2/3) of total outstanding shares must be in attendance; and if convened on second call, any number of shareholders representing outstanding shares may be in attendance. Notice Section 19 – The Shareholders’ Meetings will be called by the Board of Directors or, where so provided by law, by the shareholders or the Fiscal Council. Notice of the Shareholders’ Meetings will be given at least 30 days in advance, as counted from first publication of notice. If the Meeting is not held, a second notice will be published at least 15 days in advance. Qualification and Representation Section 20 – The shareholders present at a Shareholders’ Meeting must evidence their capacity as Brazilian Shareholders (Section 10) or Foreign Shareholders (Section 11) by producing a valid identification document or lodging with the Company, no later than 48 hours prior to the time scheduled for the Shareholders’ Meeting, proof furnished by the registrar of book-entry shares or the custodian of any shares, in accordance with Section 40 of Law No. 6,404/76. Paragraph 1 – The Company will waive submission of proof of ownership by a holder of book-entry shares whose name appears on the list of shareholders provided by the financial institution acting as registrar. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Paragraph 2 – A shareholder may be represented at a Shareholders’ Meeting by an attorney-in-fact appointed pursuant to Paragraph 1 of Section 126 of Law No. 6,404/76, provided that who must file the relevant proxy statement is filed with at the principal place of business of the Company within 48 hours prior to the time scheduled for the Shareholders’ Meeting. Quorum Section 21 – A Shareholders’ Meeting will be called to order, on first call, upon attendance by shareholders representing at least 25% of the voting capital stock, except where a statute requires a higher quorum; and on second call, with any number of shareholders in attendance, with due regard for the provision in Paragraph 3 of Section 55 hereof. Shareholder Attendance Book Section 22 – Before the proceedings at a Shareholders’ Meeting are opened, the shareholders will sign the “Shareholder Attendance Book”, with an indication of their name and domicile, number of shares owned, and their qualification as Brazilian Shareholders (Section 10) or Foreign Shareholders (Section 11). Paragraph 1 – The list of shareholders present will be closed by the Chairman of the Shareholders’ Meeting once the Meeting is called to order. Paragraph 2 – The shareholders that arrive at a Shareholders’ Meeting after the attendance list is closed may participate in the meeting, but will not be entitled to vote on any of its resolutions. Additionally, their shares will not be counted to determine the total votes attributed to the Brazilian Shareholders and the Foreign Shareholders. Paragraph 3 – After the list of shareholders is closed, the Chairman of the Meeting will announce the number of votes that may be cast by each Brazilian Shareholder and each Foreign Shareholder, in keeping with the provisions of Sections 14 and 15 hereof. Presiding Officers Section 23 – The proceedings of the Shareholders’ Meeting will be chaired by the Chairman of the Board of Directors or, in his absence or impediment, by the Vice Chairman of the Board; in the case of absence or impediment of both of them, a shareholder elected by the Shareholders’ Meeting from among those present will act as Chairman. Paragraph 1 – The Secretary of the Shareholders’ Meeting will be selected by the Chairman. Paragraph 2 – The Investor Relations Officer or his designee will necessarily attend all Shareholders’ Meetings in order to provide any clarification and information to the shareholders and the Presiding Officers about the affairs falling within his duties under these Bylaws. Notwithstanding the foregoing, it will be solely incumbent on the Chairman of the meeting, with due regard for the rules established in these Bylaws, to make any decisions concerning the number of votes of each shareholder or the qualification of each shareholder as a Brazilian Shareholder or a Foreign Shareholder. Voting Section 24 – With respect to the resolutions of the Shareholders’ Meetings, the votes cast by the Brazilian Shareholders will be computed separately from those cast by the Foreign Shareholders (Sections 10 and 11), with due regard for the voting limits referred to in Sections 14 and 15 hereof. Sole Paragraph – The Shareholders’ Meeting will only take action on the matters expressly contemplated in the agenda for the meeting, as set forth in the relevant notice, but no matter may be acted upon under a general item contained in the agenda. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Paragraph 2 – A shareholder may be represented at a Shareholders’ Meeting by an attorney-in-fact appointed pursuant to Paragraph 1 of Section 126 of Law No. 6,404/76, provided that who must file the relevant proxy statement is filed with at the principal place of business of the Company within 48 hours prior to the time scheduled for the Shareholders’ Meeting. Quorum Section 21 – A Shareholders’ Meeting will be called to order, on first call, upon attendance by shareholders representing at least 25% of the voting capital stock, except where a statute requires a higher quorum; and on second call, with any number of shareholders in attendance, with due regard for the provision in Paragraph 3 of Section 55 hereof. Shareholder Attendance Book Section 22 – Before the proceedings at a Shareholders’ Meeting are opened, the shareholders will sign the “Shareholder Attendance Book”, with an indication of their name and domicile, number of shares owned, and their qualification as Brazilian Shareholders (Section 10) or Foreign Shareholders (Section 11). Paragraph 1 – The list of shareholders present will be closed by the Chairman of the Shareholders’ Meeting once the Meeting is called to order. Paragraph 2 – The shareholders that arrive at a Shareholders’ Meeting after the attendance list is closed may participate in the meeting, but will not be entitled to vote on any of its resolutions. Additionally, their shares will not be counted to determine the total votes attributed to the Brazilian Shareholders and the Foreign Shareholders. Paragraph 3 – After the list of shareholders is closed, the Chairman of the Meeting will announce the number of votes that may be cast by each Brazilian Shareholder and each Foreign Shareholder, in keeping with the provisions of Sections 14 and 15 hereof. Presiding Officers Section 23 – The proceedings of the Shareholders’ Meeting will be chaired by the Chairman of the Board of Directors or, in his absence or impediment, by the Vice Chairman of the Board; in the case of absence or impediment of both of them, a shareholder elected by the Shareholders’ Meeting from among those present will act as Chairman. Paragraph 1 – The Secretary of the Shareholders’ Meeting will be selected by the Chairman. Paragraph 2 – The Investor Relations Officer or his designee will necessarily attend all Shareholders’ Meetings in order to provide any clarification and information to the shareholders and the Presiding Officers about the affairs falling within his duties under these Bylaws. Notwithstanding the foregoing, it will be solely incumbent on the Chairman of the meeting, with due regard for the rules established in these Bylaws, to make any decisions concerning the number of votes of each shareholder or the qualification of each shareholder as a Brazilian Shareholder or a Foreign Shareholder. Voting Section 24 – With respect to the resolutions of the Shareholders’ Meetings, the votes cast by the Brazilian Shareholders will be computed separately from those cast by the Foreign Shareholders (Sections 10 and 11), with due regard for the voting limits referred to in Sections 14 and 15 hereof. Sole Paragraph – The Shareholders’ Meeting will only take action on the matters expressly contemplated in the agenda for the meeting, as set forth in the relevant notice, but no matter may be acted upon under a general item contained in the agenda. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Article V Board of Directors, Board of Executive Officers and Fiscal Council Management of the Company Section 25 – The management bodies of the Company are the Board of Directors and the Board of Executive Officers. Sole Paragraph – The Board of Directors is the collegiate decision-making body of the Company, while representation of the Company will be incumbent on the executive officers only. Acceptance of Office Section 26 – The directors, executive officers and members of the Fiscal Council will take office by executing a deed of investiture recorded in the Book of Minutes of the Board of Directors or the Board of Executive Officers, or in the Book of Minutes and Opinions of the Fiscal Council, as the case may be, and executing a Manager Consent or Member of Fiscal Council Consent, as mentioned in the Novo Mercado Regulations, in compliance with the applicable provisions of law. Part I Board of Directors Composition Section 27 – The Board of Directors will be composed of at least nine and no more than eleven 11 members, all of whom will be elected by the Shareholders’ Meeting for a unified two years term, reelection being permitted, with due regard for the provisions in Paragraphs 1 and 2 below. Paragraph 1 – The Brazilian Federal Government as the holder of the Golden Share is entitled to elect one acting Board member and his alternate. Paragraph 2 – The employees of the Company will be entitled to elect, by separate vote, two acting Board members and their alternates as follows: one Board member and his alternate will be appointed by the Employee Investment Club of the Company (CIEMB - Clube de Investimentos dos Empregados da Embraer), and one Board member and his alternate will be appointed by the non-shareholder employees of the Company. Paragraph 3 – The remaining eight Board members will be elected by the other shareholders of the Company, subject to the provisions of Sections 31 and 32 hereof. It will be incumbent on the Chairman of the Shareholders’ Meeting, when conducting the proceedings related to the election of Board members, to determine the voting mechanism for election of Board members, as contemplated in this Paragraph (Section 31 or Section 32). Paragraph 4 – Subject to the introduction and paragraphs 1 and 2 of this Section, the number of members of the Board of Directors in each term of office will be determined at the Shareholders’ Meeting whose agenda includes the election of members of the Board of Directors. Paragraph 45 – No member of the Board of Directors may hold a position as executive officer of the Company. Paragraph 56 - At least two (2) or twenty percent (20%), whichever is higher, of the directors shall be Independent Directors, as defined in the Novo Mercado Regulations. and expressly acknowledged as such in the minutes of tThe candidates for the Board of Directors will be determined as independent in the Shareholders’ Meeting that elects them such directors, and in the case there is a controlling shareholder, they will also be deemed independent director(s) any director(s) elected under the permission in, if elected pursuant to Section 141, Paragraph 4 of Law No. 6,404/76, subject to the provision of Section 32, Paragraph 7 hereof. Paragraph 67 – Where compliance with the percentage in If the calculation of the percentage referred to in the preceding Paragraph results in a fractional number of directors, the rounding procedure set forth in the Novo Mercado Regulations will be adopted this percentage will be rounded up to the next whole number. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Article V Board of Directors, Board of Executive Officers and Fiscal Council Management of the Company Section 25 – The management bodies of the Company are the Board of Directors and the Board of Executive Officers. Sole Paragraph – The Board of Directors is the collegiate decision-making body of the Company, while representation of the Company will be incumbent on the executive officers only. Acceptance of Office Section 26 – The directors, executive officers and members of the Fiscal Council will take office by executing a deed of investiture recorded in the Book of Minutes of the Board of Directors or the Board of Executive Officers, or in the Book of Minutes and Opinions of the Fiscal Council, as the case may be, and executing a Manager Consent or Member of Fiscal Council Consent, as mentioned in the Novo Mercado Regulations, in compliance with the applicable provisions of law. Part I Board of Directors Composition Section 27 – The Board of Directors will be composed of at least nine and no more than eleven 11 members, all of whom will be elected by the Shareholders’ Meeting for a unified two years term, reelection being permitted, with due regard for the provisions in Paragraphs 1 and 2 below. Paragraph 1 – The Brazilian Federal Government as the holder of the Golden Share is entitled to elect one acting Board member and his alternate. Paragraph 2 – The employees of the Company will be entitled to elect, by separate vote, two acting Board members and their alternates as follows: one Board member and his alternate will be appointed by the Employee Investment Club of the Company (CIEMB - Clube de Investimentos dos Empregados da Embraer), and one Board member and his alternate will be appointed by the non-shareholder employees of the Company. Paragraph 3 – The remaining eight Board members will be elected by the other shareholders of the Company, subject to the provisions of Sections 31 and 32 hereof. It will be incumbent on the Chairman of the Shareholders’ Meeting, when conducting the proceedings related to the election of Board members, to determine the voting mechanism for election of Board members, as contemplated in this Paragraph (Section 31 or Section 32). Paragraph 4 – Subject to the introduction and paragraphs 1 and 2 of this Section, the number of members of the Board of Directors in each term of office will be determined at the Shareholders’ Meeting whose agenda includes the election of members of the Board of Directors. Paragraph 45 – No member of the Board of Directors may hold a position as executive officer of the Company. Paragraph 56 - At least two (2) or twenty percent (20%), whichever is higher, of the directors shall be Independent Directors, as defined in the Novo Mercado Regulations. and expressly acknowledged as such in the minutes of tThe candidates for the Board of Directors will be determined as independent in the Shareholders’ Meeting that elects them such directors, and in the case there is a controlling shareholder, they will also be deemed independent director(s) any director(s) elected under the permission in, if elected pursuant to Section 141, Paragraph 4 of Law No. 6,404/76, subject to the provision of Section 32, Paragraph 7 hereof. Paragraph 67 – Where compliance with the percentage in If the calculation of the percentage referred to in the preceding Paragraph results in a fractional number of directors, the rounding procedure set forth in the Novo Mercado Regulations will be adopted this percentage will be rounded up to the next whole number. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Section 28 – The Board of Directors will have a Chairman and a Vice Chairman, who will be selected elected by the Shareholders’ Meeting shortly after election of the Board members. Section 29 – The replacement of the members of the Board of Directors in the case of absence, impediment or as a result of a vacancy will be conducted as follows: I. except as provided in items IV, V and VI below, in the event of impediment or vacancy with respect to any office of director, the remaining members of up to two directors, the Board of Directors will continue to be composed of the remaining members until the end of their terms of office or, at the discretion of the Board of Directors, the remaining members of the Board of Directors will appoint the substitute(s) that will serve until the next Shareholders’ Meeting, at which time the replacement(s) will be elected. In the event of vacancy with respect to more than two directors will appoint a substitute that will serve until the next, the following rules apply: (x) if the vacancy does not refer to the majority of positions, the other members of the Board of Directors may call a Shareholders’ Meeting to elect the substitute(s) or directly appoint the substitute(s), and no more than two seats in the Board of Directors can remain vacant; (y) if the vacancy refers to the majority of positions, a Shareholders’ Meeting, at which time a replacement will be must be called to elect their substitutes. In all cases, substitutes must serve for the remaining terms of office of the directors they replaced; II. in the event of temporary absence or impediment of the Chairman of the Board, his duties will be discharged by the Vice Chairman of the Board on a temporary basis; III. in the event of a vacancy in the office of the Chairman of the Board of Directors, the Vice Chairman of the Board will serve as Chairman of the Board for the unexpired term of office, and the remaining members of the Board of Directors will promptly appoint a new Vice Chairman of the Board, who will discharge his duties until the next following Shareholders’ Meeting, at which time a replacement will be elected; IV. in the event of impediment of any acting director referred to in Paragraphs 1 and 2 of Section 27, his alternate will serve until such time as the impediment will have ceased; V. in the event of a vacancy with respect to any acting director referred to in Paragraphs 1 and 2 of Section 27, his alternate will serve until the next following Shareholders’ Meeting, which will elect a replacement; and VI. in the event of a cumulative vacancy with respect to both an acting and an alternate director referred to in Paragraphs 1 and 2 of Section 27, the Board will promptly call a Shareholders’ Meeting to fill the vacant positions. Members of the Board of Directors Section 30 – The members of the Board of Directors must be persons of upstanding reputation and, unless a waiver is given by the Shareholders’ Meeting, may not: I. hold positions in companies that could be regarded as competitors of the Company; or II. have or represent interests that conflict with those of the Company. Paragraph 1 – For the purpose of the provision in Section 115 of Law No. 6,404/76, a vote cast by a shareholder for election of a Board member that does not meet the requirements of this Section will be deemed an abusive vote. Paragraph 2 – No member of the Board of Directors may have access to information, participate in Board meetings or cast a vote where such member has or represents interests that conflict with those of the Company. Paragraph 3 – With regard to the election of the members of the Board of Directors pursuant to Paragraph 3 of Section 27, regardless of the election process to be adopted (Section 31 or Section 32), any shareholder that wishes to nominate a slate of candidates, in the event of election by slate of candidates, or one candidate, in the event of the adoption of the multiple voting process, that is not a member of the Board of Directors or the slate of candidates appointed by the Board of Directors shall notify the Company of this in writing, within 10 days before the occurrence of the Shareholders’ This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Section 28 – The Board of Directors will have a Chairman and a Vice Chairman, who will be selected elected by the Shareholders’ Meeting shortly after election of the Board members. Section 29 – The replacement of the members of the Board of Directors in the case of absence, impediment or as a result of a vacancy will be conducted as follows: I. except as provided in items IV, V and VI below, in the event of impediment or vacancy with respect to any office of director, the remaining members of up to two directors, the Board of Directors will continue to be composed of the remaining members until the end of their terms of office or, at the discretion of the Board of Directors, the remaining members of the Board of Directors will appoint the substitute(s) that will serve until the next Shareholders’ Meeting, at which time the replacement(s) will be elected. In the event of vacancy with respect to more than two directors will appoint a substitute that will serve until the next, the following rules apply: (x) if the vacancy does not refer to the majority of positions, the other members of the Board of Directors may call a Shareholders’ Meeting to elect the substitute(s) or directly appoint the substitute(s), and no more than two seats in the Board of Directors can remain vacant; (y) if the vacancy refers to the majority of positions, a Shareholders’ Meeting, at which time a replacement will be must be called to elect their substitutes. In all cases, substitutes must serve for the remaining terms of office of the directors they replaced; II. in the event of temporary absence or impediment of the Chairman of the Board, his duties will be discharged by the Vice Chairman of the Board on a temporary basis; III. in the event of a vacancy in the office of the Chairman of the Board of Directors, the Vice Chairman of the Board will serve as Chairman of the Board for the unexpired term of office, and the remaining members of the Board of Directors will promptly appoint a new Vice Chairman of the Board, who will discharge his duties until the next following Shareholders’ Meeting, at which time a replacement will be elected; IV. in the event of impediment of any acting director referred to in Paragraphs 1 and 2 of Section 27, his alternate will serve until such time as the impediment will have ceased; V. in the event of a vacancy with respect to any acting director referred to in Paragraphs 1 and 2 of Section 27, his alternate will serve until the next following Shareholders’ Meeting, which will elect a replacement; and VI. in the event of a cumulative vacancy with respect to both an acting and an alternate director referred to in Paragraphs 1 and 2 of Section 27, the Board will promptly call a Shareholders’ Meeting to fill the vacant positions. Members of the Board of Directors Section 30 – The members of the Board of Directors must be persons of upstanding reputation and, unless a waiver is given by the Shareholders’ Meeting, may not: I. hold positions in companies that could be regarded as competitors of the Company; or II. have or represent interests that conflict with those of the Company. Paragraph 1 – For the purpose of the provision in Section 115 of Law No. 6,404/76, a vote cast by a shareholder for election of a Board member that does not meet the requirements of this Section will be deemed an abusive vote. Paragraph 2 – No member of the Board of Directors may have access to information, participate in Board meetings or cast a vote where such member has or represents interests that conflict with those of the Company. Paragraph 3 – With regard to the election of the members of the Board of Directors pursuant to Paragraph 3 of Section 27, regardless of the election process to be adopted (Section 31 or Section 32), any shareholder that wishes to nominate a slate of candidates, in the event of election by slate of candidates, or one candidate, in the event of the adoption of the multiple voting process, that is not a member of the Board of Directors or the slate of candidates appointed by the Board of Directors shall notify the Company of this in writing, within 10 days before the occurrence of the Shareholders’ This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Meeting, indicating the name, qualifications and professional résumé of each one and attaching to the notification a certificate signed by the candidate attesting his/her acceptance to run for office. The Company will publish up to eight days before the date of the Shareholders’ Meetings, an announcement informing the shareholders the location where they may obtain the list of all the candidates proposed in the terms of this Paragraph and a copy of his or her qualifications and professional résumés. Election by Slate Section 31 – Except as provided in Section 32 hereof, election of members of the Board of Directors as contemplated in Paragraph 3 of Section 27 shall be conducted according to a slate system, whereby no vote may be cast for an individual candidate. Paragraph 1 – In the case of an election as referred to in this Section 31, the Board of Directors will nominate a slate of candidates, provided that the management of the Company, no later than 30 days prior to the date scheduled for the Shareholders’ Meeting, will send to the Stock Exchange stock exchange, will post on the Company’s website and will make available to the shareholders at the Company’s principal place of business a document containing the names and other particulars and résumés of the candidates for the positions of acting Board members listed on the slate referred to in this Paragraph. Paragraph 2 – Any other shareholder or group of shareholders may propose another slate for the Board of Directors, subject to the following rules: a) the proposal should be notified in writing to the Company, up to 10 days before the date on which the Shareholders’ Meeting is held, provided, further, that the same shareholder or group of shareholders may not submit more than one slate; b) the notice should contain indicate the names of the candidates for the slate and, for members who arewill not be members of the Board of Directors or members of the slate indicated by the Board of Directors, the notice should indicate the respective qualification and professional résumés, executed instrument certifying acceptance to run in the election, as well as other information and documents mentioned in Paragraph 3 of Section 30, with an indication of the members required by applicable law; c) up to eight days before the date of the Shareholders’ Meeting, the Company will publish a notice informing the place where the shareholders may obtain a copy of the proposed slate and a copy of the qualification and professional résumés of the candidates, such notice to be posted on the Company’s website as well. Paragraph 3 – The name of a same person may appear in two or more slates, including the slate mentioned in Paragraph 1. Paragraph 4 – Each shareholder may only vote for one slate, and all votes will be computed with due regard for the limitations provided for in Sections 14 and 15 hereof. The candidates in the slate receiving the largest number of votes at the Shareholders’ Meeting will be elected. Election by Cumulative Voting Section 32 – In connection with the election of the members of the Board of Directors as contemplated in Paragraph 3 of Section 27, the shareholders representing at least 5% of the voting capital stock will be free to request the adoption of the cumulative voting method, no later than 48 hours prior to the date of the Shareholders’ Meeting. Paragraph 1 – Promptly upon receiving such a request, the Company will publish a notice to the shareholders communicating that the election will be conducted according to the method of cumulative voting. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Meeting, indicating the name, qualifications and professional résumé of each one and attaching to the notification a certificate signed by the candidate attesting his/her acceptance to run for office. The Company will publish up to eight days before the date of the Shareholders’ Meetings, an announcement informing the shareholders the location where they may obtain the list of all the candidates proposed in the terms of this Paragraph and a copy of his or her qualifications and professional résumés. Election by Slate Section 31 – Except as provided in Section 32 hereof, election of members of the Board of Directors as contemplated in Paragraph 3 of Section 27 shall be conducted according to a slate system, whereby no vote may be cast for an individual candidate. Paragraph 1 – In the case of an election as referred to in this Section 31, the Board of Directors will nominate a slate of candidates, provided that the management of the Company, no later than 30 days prior to the date scheduled for the Shareholders’ Meeting, will send to the Stock Exchange stock exchange, will post on the Company’s website and will make available to the shareholders at the Company’s principal place of business a document containing the names and other particulars and résumés of the candidates for the positions of acting Board members listed on the slate referred to in this Paragraph. Paragraph 2 – Any other shareholder or group of shareholders may propose another slate for the Board of Directors, subject to the following rules: a) the proposal should be notified in writing to the Company, up to 10 days before the date on which the Shareholders’ Meeting is held, provided, further, that the same shareholder or group of shareholders may not submit more than one slate; b) the notice should contain indicate the names of the candidates for the slate and, for members who arewill not be members of the Board of Directors or members of the slate indicated by the Board of Directors, the notice should indicate the respective qualification and professional résumés, executed instrument certifying acceptance to run in the election, as well as other information and documents mentioned in Paragraph 3 of Section 30, with an indication of the members required by applicable law; c) up to eight days before the date of the Shareholders’ Meeting, the Company will publish a notice informing the place where the shareholders may obtain a copy of the proposed slate and a copy of the qualification and professional résumés of the candidates, such notice to be posted on the Company’s website as well. Paragraph 3 – The name of a same person may appear in two or more slates, including the slate mentioned in Paragraph 1. Paragraph 4 – Each shareholder may only vote for one slate, and all votes will be computed with due regard for the limitations provided for in Sections 14 and 15 hereof. The candidates in the slate receiving the largest number of votes at the Shareholders’ Meeting will be elected. Election by Cumulative Voting Section 32 – In connection with the election of the members of the Board of Directors as contemplated in Paragraph 3 of Section 27, the shareholders representing at least 5% of the voting capital stock will be free to request the adoption of the cumulative voting method, no later than 48 hours prior to the date of the Shareholders’ Meeting. Paragraph 1 – Promptly upon receiving such a request, the Company will publish a notice to the shareholders communicating that the election will be conducted according to the method of cumulative voting. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Paragraph 2 – After the Shareholders’ Meeting is called to order, the Presiding Officers will determine, based on the Brazilian Shareholders and the Foreign Shareholders that have signed the Shareholder Attendance Book and the number of their shares, the number of votes that each Brazilian or foreign shareholder may cast, subject to the following rules: a) firstly, a calculation will be made of the number of votes that each shareholder may cast according to the provision of item I of Section 14, ascribing to each share that does not exceed 5% of the total of the shares of the Company’s capital stock as many votes as correspond to the number of members of the Board of Directors to be elected; and b) secondly, if the aggregate votes of the Foreign Shareholders exceed two-thirds (2/3) of the aggregate votes of the Brazilian Shareholders, then a percentage reduction factor will be applied to the votes of each Foreign Shareholder so as to make them compliant with the limit in item II of Section 14. Paragraph 3 – The following persons may be candidates for positions on the Board of Directors: a) the persons on the slates referred to in Paragraphs 1 and 2 of Section 31; and b) a candidate that is nominated by any shareholder and is not a member of the Board of Directors pursuant to Paragraph 3 of Section 30 of the proposed slate must send his or her qualifications and professional résumé, the executed instrument certifying his or her acceptance to run in the election and other information and documents required by applicable regulations. Paragraph 4 – Each shareholder will have the right to give the votes ascribed to him pursuant to Paragraph 2 to a single candidate, or to distribute such votes among several candidates. The members that receive the largest number of votes will be elected. Paragraph 5 – Any offices that fail to be filled due to a tie vote will be up for a new vote, according to the same method but adjusted for the number of votes that each shareholder will be entitled to cast given the number of positions to be filled. Paragraph 6 – Whenever an election is conducted according to the foregoing method, removal of any Board member by the Shareholders’ Meeting will entail removal of all other members and the holding of a new election; if a vacancy occurs for any other reasons, the following Shareholders’ Meeting will hold a new election of the entire Board. Paragraph 7 – Paragraph 4 of Section 141 of Law No. 6,404/76 will only be applicable if the Company has a controlling shareholder. Authority Section 33 – It is incumbent on the Board of Directors: I. to establish the general business policies of the Company; II. to elect and remove the executive officers of the Company and to establish their duties, in keeping with the provisions of these Bylaws; III. to designate from among the executive officers of the Company, the officer that will serve as the Investor Relations Officer, pursuant to the regulations issued by the CVM; IV. to oversee the performance of the executive officers of the Company, to examine at any time the corporate books and documents, and to request information on agreements entered into or about to be entered into and any other acts; V. to review the quarterly results of the operations of the Company; This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Paragraph 2 – After the Shareholders’ Meeting is called to order, the Presiding Officers will determine, based on the Brazilian Shareholders and the Foreign Shareholders that have signed the Shareholder Attendance Book and the number of their shares, the number of votes that each Brazilian or foreign shareholder may cast, subject to the following rules: a) firstly, a calculation will be made of the number of votes that each shareholder may cast according to the provision of item I of Section 14, ascribing to each share that does not exceed 5% of the total of the shares of the Company’s capital stock as many votes as correspond to the number of members of the Board of Directors to be elected; and b) secondly, if the aggregate votes of the Foreign Shareholders exceed two-thirds (2/3) of the aggregate votes of the Brazilian Shareholders, then a percentage reduction factor will be applied to the votes of each Foreign Shareholder so as to make them compliant with the limit in item II of Section 14. Paragraph 3 – The following persons may be candidates for positions on the Board of Directors: a) the persons on the slates referred to in Paragraphs 1 and 2 of Section 31; and b) a candidate that is nominated by any shareholder and is not a member of the Board of Directors pursuant to Paragraph 3 of Section 30 of the proposed slate must send his or her qualifications and professional résumé, the executed instrument certifying his or her acceptance to run in the election and other information and documents required by applicable regulations. Paragraph 4 – Each shareholder will have the right to give the votes ascribed to him pursuant to Paragraph 2 to a single candidate, or to distribute such votes among several candidates. The members that receive the largest number of votes will be elected. Paragraph 5 – Any offices that fail to be filled due to a tie vote will be up for a new vote, according to the same method but adjusted for the number of votes that each shareholder will be entitled to cast given the number of positions to be filled. Paragraph 6 – Whenever an election is conducted according to the foregoing method, removal of any Board member by the Shareholders’ Meeting will entail removal of all other members and the holding of a new election; if a vacancy occurs for any other reasons, the following Shareholders’ Meeting will hold a new election of the entire Board. Paragraph 7 – Paragraph 4 of Section 141 of Law No. 6,404/76 will only be applicable if the Company has a controlling shareholder. Authority Section 33 – It is incumbent on the Board of Directors: I. to establish the general business policies of the Company; II. to elect and remove the executive officers of the Company and to establish their duties, in keeping with the provisions of these Bylaws; III. to designate from among the executive officers of the Company, the officer that will serve as the Investor Relations Officer, pursuant to the regulations issued by the CVM; IV. to oversee the performance of the executive officers of the Company, to examine at any time the corporate books and documents, and to request information on agreements entered into or about to be entered into and any other acts; V. to review the quarterly results of the operations of the Company; This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
VI. to review the management report and the accounts of the Board of Executive Officers, and to make a decision regarding their submission to the Shareholders’ Meeting; VII. to call on the independent auditors in order to provide clarification on the affairs of the Company, as deemed necessary; VIII. to call the Annual Shareholders’ Meeting and, where appropriate, the Extraordinary Shareholders’ Meeting; IX. to approve annual and multiannual budgets, strategic plans, expansion programs and investment programs of the Company, as well as to monitor their implementation; X. to review the matters subject to the veto power of the Brazilian Federal Government and to submit such matters to the Shareholders’ Meeting for its consideration, where required by Law No. 6,404/76; XI. to issue a prior opinion on any matter to be submitted to the Shareholders’ Meeting; XII. to take action on: a) the issuance of shares of the authorized capital, subject to the provisions of Section 7 and its Paragraph 1; b) the issuance of warrants and the grant of stock options, subject to the provisions of Paragraph 2 of Section 7 and the relevant plan approved by the Shareholders’ Meeting; or c) the acquisition by the Company of shares of its own capital stock to be kept as treasury shares or for subsequent cancellation or disposal; XIII. to approve the disposal or encumbrance of fixed assets having a value in excess of one percent (1%) of the Shareholder’s Equity of the Company as shown in the latest consolidated financial statements of the Company released prior to the resolution of the Board of Directors in question, by way of a Standard Financial Statement Form (Formulário Demonstrações Financeiras Padronizadas - DFP) or Quarterly Information Form (Formulário de Informações Trimestrais - ITR), whichever is more recent; XIV. to take action on the issuance by the Company of non-convertible ordinary unsecured debentures, pursuant to prevailing regulations; XV. to authorize the issuance by the Company of credit instruments for the raising of money, such as bonds, notes, commercial papers and other instruments, according to usual market practices, and to establish the terms for issuance and redemption of such instruments; XVI. to approve the formation and closing down of companies and directly or indirectly controlled companies, affiliates, consortiums, joint ventures and/or entities of any nature, as well as the direct holding by the Company of an ownership interest in other companies or undertakings of any kind whatsoever, in Brazil or abroad, and the sale of such ownership interest; XVII. to authorize the Company to extend financing and/or offer security or guarantee obtain any loans and borrowings, incur indebtedness, assume debt, provide guarantees, including, for example, suretyship, expense, advance or credit offer in benefit of third parties, with due regard for without prejudice to the provisions of item XIIXI of Section 39,41 below; XVIII. to open and close operating units of the Company; XVIIIXIX. to approve the policy the following policies: (i) appointment of members of the board of directors, its advisory committees and statutory board of executive officers; (ii) risk management; (iii) related party transactions; (iv) securities trading; and (v) compensation and human resources policies of the Company, including criteria for compensation, rights and benefits; This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100VI. to review the management report and the accounts of the Board of Executive Officers, and to make a decision regarding their submission to the Shareholders’ Meeting; VII. to call on the independent auditors in order to provide clarification on the affairs of the Company, as deemed necessary; VIII. to call the Annual Shareholders’ Meeting and, where appropriate, the Extraordinary Shareholders’ Meeting; IX. to approve annual and multiannual budgets, strategic plans, expansion programs and investment programs of the Company, as well as to monitor their implementation; X. to review the matters subject to the veto power of the Brazilian Federal Government and to submit such matters to the Shareholders’ Meeting for its consideration, where required by Law No. 6,404/76; XI. to issue a prior opinion on any matter to be submitted to the Shareholders’ Meeting; XII. to take action on: a) the issuance of shares of the authorized capital, subject to the provisions of Section 7 and its Paragraph 1; b) the issuance of warrants and the grant of stock options, subject to the provisions of Paragraph 2 of Section 7 and the relevant plan approved by the Shareholders’ Meeting; or c) the acquisition by the Company of shares of its own capital stock to be kept as treasury shares or for subsequent cancellation or disposal; XIII. to approve the disposal or encumbrance of fixed assets having a value in excess of one percent (1%) of the Shareholder’s Equity of the Company as shown in the latest consolidated financial statements of the Company released prior to the resolution of the Board of Directors in question, by way of a Standard Financial Statement Form (Formulário Demonstrações Financeiras Padronizadas - DFP) or Quarterly Information Form (Formulário de Informações Trimestrais - ITR), whichever is more recent; XIV. to take action on the issuance by the Company of non-convertible ordinary unsecured debentures, pursuant to prevailing regulations; XV. to authorize the issuance by the Company of credit instruments for the raising of money, such as bonds, notes, commercial papers and other instruments, according to usual market practices, and to establish the terms for issuance and redemption of such instruments; XVI. to approve the formation and closing down of companies and directly or indirectly controlled companies, affiliates, consortiums, joint ventures and/or entities of any nature, as well as the direct holding by the Company of an ownership interest in other companies or undertakings of any kind whatsoever, in Brazil or abroad, and the sale of such ownership interest; XVII. to authorize the Company to extend financing and/or offer security or guarantee obtain any loans and borrowings, incur indebtedness, assume debt, provide guarantees, including, for example, suretyship, expense, advance or credit offer in benefit of third parties, with due regard for without prejudice to the provisions of item XIIXI of Section 39,41 below; XVIII. to open and close operating units of the Company; XVIIIXIX. to approve the policy the following policies: (i) appointment of members of the board of directors, its advisory committees and statutory board of executive officers; (ii) risk management; (iii) related party transactions; (iv) securities trading; and (v) compensation and human resources policies of the Company, including criteria for compensation, rights and benefits; This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
XIXXX. to authorize a transfer of corporate funds to employee associations, charitable, recreational and private pension entities, as well as any donation of corporate funds to a third party; XXXXI. to select and remove the Company’s independent auditors; XXIXXII. to approve the execution of any agreements or transactions of any kind involving, on the one part, the Company and, on the other part: (i) any shareholder of the Company that holds more than 5% of its capital stock; (ii) any directors or executive officers of the Company, or their spouses and relatives up to the 4th degree of kinship; or (iii) any companies controlling, controlled by or under common control with or affiliated with any one of the parties mentioned in clauses (i) and (ii); XXII. To define the list of three expert firms from which the Shareholders’ Meeting will select the firm that will make an economic appraisal of the Company and will prepare the required report, in those cases mentioned in Articles VII and VIII hereof; XXIII. to issue a prior favorable or unfavorable opinion with respect to any tender offer for the shares of the capital stock of the Company, as expressed in a well-reasoned report to be issued no later than 15 days after publication of the notice for such tender offer, covering at least (i) the convenience and timeliness of the tender offer in light of the interests of the Company and the interests of shareholders and the liquidity of their securities; (ii) the impact of the tender offer on the interests of the Company;, including in connection with the price and potential impacts on the liquidity of the shares; (ii) the strategic plans announced by the offeror with respect to the Company; (iii) alternatives in the market to the acceptance of the tender offer; and (iv) other matters that the Board of Directors deems relevant, as well as any information required by the applicable rules issued by CVM; XXIV. with due regard for the provisions of these Bylaws and prevailing legislation, to provide for the orderly conduct of the proceedings of the Board of Directors, and to approve the internal regulations of the Board of Directors and its advisory committees; XXV. to regulate the activities of the Company and to take responsibility for all matters that do not fall within the exclusive authority of the Shareholders’ Meeting or the Board of Executive Officers; XXVI. to elect the members of statutory advisory committees of the Board of Directors and their respective coordinators, and approve the internal regulations of the statutory advisory committees of the Board of Directors; XXVII. to authorize the Company to obtain any loans and borrowings, incur indebtedness, assume debt, provide guarantees, including suretyship, expense, advance or credit offer in benefit of its controlled companies, specific purpose companies and other companies that are directly or indirectly controlled by the Company, duly consolidated in its financial statements, in an amount above one percent (1%) of the Company’s Shareholder’s Equity recorded in the last consolidated financial statements of the Company and disclosed before the date of the relevant resolution taken by the Board of Directors, through the Standardized Financial Statements Form (Formulário Demonstrações Financeiras Padronizadas - DFP) or Quarterly Information Form (Formulário de Informações Trimestrais - ITR), whichever is more recent; and XXVIII. pass a resolution on the execution of indemnity agreements (acordos de indenidade) by the Company, as well as the establishment of the policy applicable to such indemnity agreements (acordos de indenidade), pursuant to Section 63. Paragraph 1 – The removal of an executive officer will require an affirmative vote of at least seven directors. Paragraph 2 – Subject to any limitations imposed by the Shareholders’ Meeting, it will be incumbent on the Board of Directors to fix the compensation of each director, each executive officer and each committee member (Sections 34 and 35 to 37), taking into account their responsibilities, the time devoted to their duties, their skills, their professional reputation and the market value of their services. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100XIXXX. to authorize a transfer of corporate funds to employee associations, charitable, recreational and private pension entities, as well as any donation of corporate funds to a third party; XXXXI. to select and remove the Company’s independent auditors; XXIXXII. to approve the execution of any agreements or transactions of any kind involving, on the one part, the Company and, on the other part: (i) any shareholder of the Company that holds more than 5% of its capital stock; (ii) any directors or executive officers of the Company, or their spouses and relatives up to the 4th degree of kinship; or (iii) any companies controlling, controlled by or under common control with or affiliated with any one of the parties mentioned in clauses (i) and (ii); XXII. To define the list of three expert firms from which the Shareholders’ Meeting will select the firm that will make an economic appraisal of the Company and will prepare the required report, in those cases mentioned in Articles VII and VIII hereof; XXIII. to issue a prior favorable or unfavorable opinion with respect to any tender offer for the shares of the capital stock of the Company, as expressed in a well-reasoned report to be issued no later than 15 days after publication of the notice for such tender offer, covering at least (i) the convenience and timeliness of the tender offer in light of the interests of the Company and the interests of shareholders and the liquidity of their securities; (ii) the impact of the tender offer on the interests of the Company;, including in connection with the price and potential impacts on the liquidity of the shares; (ii) the strategic plans announced by the offeror with respect to the Company; (iii) alternatives in the market to the acceptance of the tender offer; and (iv) other matters that the Board of Directors deems relevant, as well as any information required by the applicable rules issued by CVM; XXIV. with due regard for the provisions of these Bylaws and prevailing legislation, to provide for the orderly conduct of the proceedings of the Board of Directors, and to approve the internal regulations of the Board of Directors and its advisory committees; XXV. to regulate the activities of the Company and to take responsibility for all matters that do not fall within the exclusive authority of the Shareholders’ Meeting or the Board of Executive Officers; XXVI. to elect the members of statutory advisory committees of the Board of Directors and their respective coordinators, and approve the internal regulations of the statutory advisory committees of the Board of Directors; XXVII. to authorize the Company to obtain any loans and borrowings, incur indebtedness, assume debt, provide guarantees, including suretyship, expense, advance or credit offer in benefit of its controlled companies, specific purpose companies and other companies that are directly or indirectly controlled by the Company, duly consolidated in its financial statements, in an amount above one percent (1%) of the Company’s Shareholder’s Equity recorded in the last consolidated financial statements of the Company and disclosed before the date of the relevant resolution taken by the Board of Directors, through the Standardized Financial Statements Form (Formulário Demonstrações Financeiras Padronizadas - DFP) or Quarterly Information Form (Formulário de Informações Trimestrais - ITR), whichever is more recent; and XXVIII. pass a resolution on the execution of indemnity agreements (acordos de indenidade) by the Company, as well as the establishment of the policy applicable to such indemnity agreements (acordos de indenidade), pursuant to Section 63. Paragraph 1 – The removal of an executive officer will require an affirmative vote of at least seven directors. Paragraph 2 – Subject to any limitations imposed by the Shareholders’ Meeting, it will be incumbent on the Board of Directors to fix the compensation of each director, each executive officer and each committee member (Sections 34 and 35 to 37), taking into account their responsibilities, the time devoted to their duties, their skills, their professional reputation and the market value of their services. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Paragraph 3 – It will be incumbent on the Chairman of the Board of Directors, in addition to his or her other duties provided for in these Bylaws, to call and preside over the meetings of the Board of Directors and the Shareholders’ Meetings. Committees of the Board of Directors Section 34 – The Board of Directors will appoint a standing Strategy Committee, a standing Human Resources Personnel and Governance Committee and a standing Audit and Risk and Ethics Committee, permanent, each comprised of up to 5 members, having no decision-making or managerial authority, in order to assist the Board in the performance of its functions. Paragraph 1 – They may be nominated for the The Strategy Committees and the Human Resources members Personnel and Governance Committee will comprise of up to five members, most of whom must be independent members of the Board of Directors or Board of Executive Officers of the Company. Paragraph 2 – In the event an executive officer is appointed to serve on the Strategies Committee and the Human Resources Committees, the executive officer who so combines functions will only be entitled to receive the compensation corresponding to the higher paying position. Paragraph 23 – The members of the Board of Directors appointed as members of these bodies and the Audit, Risk and Ethics Committee may combine the compensation for each position so held. Section 35 – The Audit and Risk, Risk and Ethics Committee, an internal advisory body to the Board of Directors, will perform the functions of an “Audit Committee” for the purposes of U.S. legislation, particularly the Sarbanes-Oxley Act. Paragraph 1 – The Audit, Risks, Risk and Ethics Committee comprises at least three (3) and no more than five (5) members, of which the majority of its members must be independent members of the Board of Directors, at least one (1) must be an external member (“External Member”), pursuant to Paragraph 4 of this of this section and one (1) must have acknowledged experience in corporate accounting matters. Paragraph 2 – One member of the Audit, Risk and Ethics Committee may meet both the requirements of being an independent member of the Board of Directors with acknowledged experience in corporate accounting matters, or being an External Member with acknowledged experience in corporate accounting matters. Paragraph 3 –The Audit, Risk and Ethics Committee shall be coordinated by one of the independent members of the Board of Directors that will join the referenced Committee. The Activities of the Committee Coordinator will be set forth in the committee’s internal regulations, approved by the Board of Directors. Paragraph 4 – The External Member of the Audit, Risk and Ethics Committee shall meet the following requirements: a) not be a member of the Board of Directors or Board of Executive Officers of the Company or its controlled companies; b) have an upstanding reputation and extensive knowledge of the rules applicable to publicly-held companies, as well as the guiding concepts and principles of the highest corporate governance level in the Brazilian capital market; c) not be a spouse or relative to the second degree of (1) members of the management of the Company or its controlled companies or (2) individuals who are employees of the Company or its controlled companies, to the extent that it compromises his or her independence as External Member; and d) not hold positions in companies that may be deemed a competitor of the Company or its controlled companies, and not have, nor represent, interests that are conflicting with those of the Company or its controlled companies. Paragraph 5 – The External Member(s) of the Audit, Risk and Ethics Committee will have the same responsibilities and duties as the administrators, as provided in section 160 of Law 6.404/76, and will take office upon execution of the applicable deed of investiture, which will acknowledge the requirements for holding each position. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Paragraph 3 – It will be incumbent on the Chairman of the Board of Directors, in addition to his or her other duties provided for in these Bylaws, to call and preside over the meetings of the Board of Directors and the Shareholders’ Meetings. Committees of the Board of Directors Section 34 – The Board of Directors will appoint a standing Strategy Committee, a standing Human Resources Personnel and Governance Committee and a standing Audit and Risk and Ethics Committee, permanent, each comprised of up to 5 members, having no decision-making or managerial authority, in order to assist the Board in the performance of its functions. Paragraph 1 – They may be nominated for the The Strategy Committees and the Human Resources members Personnel and Governance Committee will comprise of up to five members, most of whom must be independent members of the Board of Directors or Board of Executive Officers of the Company. Paragraph 2 – In the event an executive officer is appointed to serve on the Strategies Committee and the Human Resources Committees, the executive officer who so combines functions will only be entitled to receive the compensation corresponding to the higher paying position. Paragraph 23 – The members of the Board of Directors appointed as members of these bodies and the Audit, Risk and Ethics Committee may combine the compensation for each position so held. Section 35 – The Audit and Risk, Risk and Ethics Committee, an internal advisory body to the Board of Directors, will perform the functions of an “Audit Committee” for the purposes of U.S. legislation, particularly the Sarbanes-Oxley Act. Paragraph 1 – The Audit, Risks, Risk and Ethics Committee comprises at least three (3) and no more than five (5) members, of which the majority of its members must be independent members of the Board of Directors, at least one (1) must be an external member (“External Member”), pursuant to Paragraph 4 of this of this section and one (1) must have acknowledged experience in corporate accounting matters. Paragraph 2 – One member of the Audit, Risk and Ethics Committee may meet both the requirements of being an independent member of the Board of Directors with acknowledged experience in corporate accounting matters, or being an External Member with acknowledged experience in corporate accounting matters. Paragraph 3 –The Audit, Risk and Ethics Committee shall be coordinated by one of the independent members of the Board of Directors that will join the referenced Committee. The Activities of the Committee Coordinator will be set forth in the committee’s internal regulations, approved by the Board of Directors. Paragraph 4 – The External Member of the Audit, Risk and Ethics Committee shall meet the following requirements: a) not be a member of the Board of Directors or Board of Executive Officers of the Company or its controlled companies; b) have an upstanding reputation and extensive knowledge of the rules applicable to publicly-held companies, as well as the guiding concepts and principles of the highest corporate governance level in the Brazilian capital market; c) not be a spouse or relative to the second degree of (1) members of the management of the Company or its controlled companies or (2) individuals who are employees of the Company or its controlled companies, to the extent that it compromises his or her independence as External Member; and d) not hold positions in companies that may be deemed a competitor of the Company or its controlled companies, and not have, nor represent, interests that are conflicting with those of the Company or its controlled companies. Paragraph 5 – The External Member(s) of the Audit, Risk and Ethics Committee will have the same responsibilities and duties as the administrators, as provided in section 160 of Law 6.404/76, and will take office upon execution of the applicable deed of investiture, which will acknowledge the requirements for holding each position. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Section 36 –To this end, also It is incumbent on the Audit, Risk and Ethics Committee, in addition to the duties assigned by applicable Brazilian legislation and its internal regulations, to perform in the following functions: a) to make a recommendation to the Board of Directors as to the selection or replacement of the independent auditors and their compensation; b) to oversee the work of the independent auditors, and to pass on the engagement of the independent auditors to render other services to the Company; c) to take action and adopt measures as required to learn about and verify any claims involving matters related to financial statements, internal controls and independent auditing; d) to mediate any conflicts and controversies between the management of the Company and the independent auditors; e) to review quarterly information, interim financial information and financial statements; f) to monitor the internal audit activities and the activities of the internal controls area of the Company; g) to review and monitor the Company’s risk exposure; h) to review, monitor and make recommendations to management regarding the correction or improvement of the Company’s internal policies, including the related party transactions policy; and i) to have the means to receive and treat information regarding non-compliance with legal provisions and regulations applicable to the Company, in addition to internal regulations and codes, including provisions on specific procedures to protect providers of information and the confidentiality of information. Paragraph 1 – The Company must annually disclose a summary report prepared by the Audit, Risk and Ethics Committee, contemplating the meetings held and the main matters discussed, highlighting the recommendations made by such committee to the Board of Directors. Paragraph 2 – The officers of the Company and the officers of the Company’s controlled companies, controlling shareholder, if any, affiliates or companies under common control cannot be members of the Audit, Risk and Ethics Committee. Section 3537 – The Board of Directors may create advisory committees to assist the management the Board of Directors of the Company, such committees to have limited, specific purposes and a defined duration. The Board of Directors will appoint the members of the advisory committees and will determine their compensation, subject to the aggregate limit established by the Shareholders’ Meeting. Paragraph 1 – The members of the Board of DirectorsThe advisory committees of the Board of Directors shall comprise mainly independent members of the Board of Directors may serve on any advisory committee.. Paragraph 2 – In the event an executive officer is appointed to serve on an advisory committee, the executive officer who so combines functions will only be entitled to receive the compensation corresponding to the higher paying position. The directors appointed to serve on any such committee may combine the compensation for each position so held. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Section 36 –To this end, also It is incumbent on the Audit, Risk and Ethics Committee, in addition to the duties assigned by applicable Brazilian legislation and its internal regulations, to perform in the following functions: a) to make a recommendation to the Board of Directors as to the selection or replacement of the independent auditors and their compensation; b) to oversee the work of the independent auditors, and to pass on the engagement of the independent auditors to render other services to the Company; c) to take action and adopt measures as required to learn about and verify any claims involving matters related to financial statements, internal controls and independent auditing; d) to mediate any conflicts and controversies between the management of the Company and the independent auditors; e) to review quarterly information, interim financial information and financial statements; f) to monitor the internal audit activities and the activities of the internal controls area of the Company; g) to review and monitor the Company’s risk exposure; h) to review, monitor and make recommendations to management regarding the correction or improvement of the Company’s internal policies, including the related party transactions policy; and i) to have the means to receive and treat information regarding non-compliance with legal provisions and regulations applicable to the Company, in addition to internal regulations and codes, including provisions on specific procedures to protect providers of information and the confidentiality of information. Paragraph 1 – The Company must annually disclose a summary report prepared by the Audit, Risk and Ethics Committee, contemplating the meetings held and the main matters discussed, highlighting the recommendations made by such committee to the Board of Directors. Paragraph 2 – The officers of the Company and the officers of the Company’s controlled companies, controlling shareholder, if any, affiliates or companies under common control cannot be members of the Audit, Risk and Ethics Committee. Section 3537 – The Board of Directors may create advisory committees to assist the management the Board of Directors of the Company, such committees to have limited, specific purposes and a defined duration. The Board of Directors will appoint the members of the advisory committees and will determine their compensation, subject to the aggregate limit established by the Shareholders’ Meeting. Paragraph 1 – The members of the Board of DirectorsThe advisory committees of the Board of Directors shall comprise mainly independent members of the Board of Directors may serve on any advisory committee.. Paragraph 2 – In the event an executive officer is appointed to serve on an advisory committee, the executive officer who so combines functions will only be entitled to receive the compensation corresponding to the higher paying position. The directors appointed to serve on any such committee may combine the compensation for each position so held. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Part II Board of Executive Officers Composition Section 3638 – The Board of Executive Officers will be composed of no less than four and no more than eleven executive officers, one of whom will be the Chief Executive Officer. All executive officers will serve for a term of two years, reelection being permitted. The titles and functions of each executive officer will be assigned by the Board of Directors, which will designate one officer to serve as the Investor Relations Officer. Paragraph 1 – During his impediment or absence, the Chief Executive Officer will appoint one of the remaining executive officers to act as his substitute, which executive officer will then combine the two positions. Paragraph 2 – In the event of a vacancy in the position of Chief Executive Officer, such position will be filled on an interim basis by one of the remaining executive officers, as designated by the Chairman of the Board of Directors. Such executive officer will so serve until the next meeting of the Board of Directors, which will then appoint a new Chief Executive Officer. Paragraph 3 – During their temporary absences or impediments, the remaining executive officers will be replaced by another executive officer to be chosen by the Chief Executive Officer. Paragraph 4 – In the event of a vacancy in a position of executive officer, such position will be filled on an interim basis by one of the remaining executive officers, as designated by the Chief Executive Officer. Such executive officer will then combine the two positions and will so serve until the next meeting of the Board of Directors. Paragraph 5 – An executive officer who substitutes for the Chief Executive Officer or any of the remaining executive officers pursuant to this Section will be entitled to no additional compensation. Duties of the Executive Officers Section 3739 – It will be incumbent on the executive officers to comply with and ensure compliance with these Bylaws, the resolutions of the Board of Directors and the Shareholders’ Meeting, as well as to perform all acts within the scope of their authority that are necessary for the regular conduct of the Company’s business. Paragraph 1 – It is incumbent on the Chief Executive Officer: a) to call and preside over the meetings of the Board of Executive Officers; b) to propose to the Board of Directors the composition of the Board of Executive Officers; c) to propose to the Board of Directors the duties to be assigned to the remaining executive officers; d) to guide and coordinate the performance of the remaining executive officers; e) to oversee the general planning activities of the Company and its controlled companies; f) to keep the directors abreast of the affairs of the Company and the development of its business; and g) to discharge such other duties as may be assigned to him by the Board of Directors. Paragraph 2 – It is incumbent on the remaining executive officers to assist and support the Chief Executive Officer in the management of the Company’s business and to perform such functions as may be assigned to them by the Board of Directors, under the guidance and coordination of the Chief Executive Officer. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100 Part II Board of Executive Officers Composition Section 3638 – The Board of Executive Officers will be composed of no less than four and no more than eleven executive officers, one of whom will be the Chief Executive Officer. All executive officers will serve for a term of two years, reelection being permitted. The titles and functions of each executive officer will be assigned by the Board of Directors, which will designate one officer to serve as the Investor Relations Officer. Paragraph 1 – During his impediment or absence, the Chief Executive Officer will appoint one of the remaining executive officers to act as his substitute, which executive officer will then combine the two positions. Paragraph 2 – In the event of a vacancy in the position of Chief Executive Officer, such position will be filled on an interim basis by one of the remaining executive officers, as designated by the Chairman of the Board of Directors. Such executive officer will so serve until the next meeting of the Board of Directors, which will then appoint a new Chief Executive Officer. Paragraph 3 – During their temporary absences or impediments, the remaining executive officers will be replaced by another executive officer to be chosen by the Chief Executive Officer. Paragraph 4 – In the event of a vacancy in a position of executive officer, such position will be filled on an interim basis by one of the remaining executive officers, as designated by the Chief Executive Officer. Such executive officer will then combine the two positions and will so serve until the next meeting of the Board of Directors. Paragraph 5 – An executive officer who substitutes for the Chief Executive Officer or any of the remaining executive officers pursuant to this Section will be entitled to no additional compensation. Duties of the Executive Officers Section 3739 – It will be incumbent on the executive officers to comply with and ensure compliance with these Bylaws, the resolutions of the Board of Directors and the Shareholders’ Meeting, as well as to perform all acts within the scope of their authority that are necessary for the regular conduct of the Company’s business. Paragraph 1 – It is incumbent on the Chief Executive Officer: a) to call and preside over the meetings of the Board of Executive Officers; b) to propose to the Board of Directors the composition of the Board of Executive Officers; c) to propose to the Board of Directors the duties to be assigned to the remaining executive officers; d) to guide and coordinate the performance of the remaining executive officers; e) to oversee the general planning activities of the Company and its controlled companies; f) to keep the directors abreast of the affairs of the Company and the development of its business; and g) to discharge such other duties as may be assigned to him by the Board of Directors. Paragraph 2 – It is incumbent on the remaining executive officers to assist and support the Chief Executive Officer in the management of the Company’s business and to perform such functions as may be assigned to them by the Board of Directors, under the guidance and coordination of the Chief Executive Officer. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Authority and Duties of the Board of Executive Officers Section 3840 – The Board of Executive Officers has authority to perform all acts that are required to achieve the purposes of the Company, subject to the applicable provisions of law and these Bylaws, and to the resolutions of the Shareholders’ Meeting and the Board of Directors. Section 3941 – In addition to any other functions provided for by law and these Bylaws, it is incumbent on the Board of Executive Officers: I. to comply with and ensure compliance with these Bylaws and the resolutions of the Board of Directors and the Shareholders’ Meeting; II. to prepare and submit to the Board of Directors on an annual basis the Company’s business plan and general budget, in addition to its strategic plan and the annual revisions thereof, as well as see to the implementation of the foregoing; III. to propose to the Board of Directors the basic guidelines for the business of the Company; IV. to submit on an annual basis to the Board of Directors for its review the Management Report and the accounts of the Board of Executive Officers, together with an opinion of the independent auditors, as well as a proposal for allocation of the earnings for the preceding fiscal year; V. to create and terminate the operating units of the Company; VIV. to appoint and remove the directors and officers of the controlled companies of the Company, and to appoint and remove the managers of its operating units; VIIVI. to prepare on an annual basis the Action and Target Plan for each office of executive officer, and to submit such Plans, together with the performance and results thereof, to the Board of Directors during its regular meetings; VIIIVII. to submit to the Board of Directors and the Fiscal Council a detailed quarterly balance sheet of the Company; IXVIII. to authorize the opening, relocation or closing of offices, branches, premises or other establishments of the Company, in Brazil and abroad; XIX. to propose to the Board of Directors the organization and closing down of controlled companies of the Company, in Brazil and abroad, and other acts set forth in Section 33, item XVI of these Bylaws; XIX. to develop and submit to the Board of Directors the compensation policies of the Company and its controlled companies; XIIXI. to authorize the Company to offer security or guaranty and to extend financing to to obtain any loans and borrowings, incur indebtedness, assume debt, provide guarantees, including suretyship, expense, advance or credit offer in benefit of its controlled companies, special specific purpose companies and other companies directly or indirectly controlled by the Company, duly consolidated with the Company in its financial statements, up to the amount of one percent (1%) of the Stockholders’ Equity recorded in the last consolidated financial statements of the Company and disclosed before the date of the relevant resolution taken by the Board of Directors, through the Standardized Financial Statements Form (Formulário Demonstrações Financeiras Padronizadas) (DFP) or Quarterly Information Form (Formulário de Informações Trimestrais) (ITR), whichever is more recent; and XIIIXII. to submit to the Board of Directors for its review all matters subject to a veto by the Brazilian Federal Government as the holder of the Golden Share, pursuant to Section 9 and item III of Section 18 hereof. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100 Authority and Duties of the Board of Executive Officers Section 3840 – The Board of Executive Officers has authority to perform all acts that are required to achieve the purposes of the Company, subject to the applicable provisions of law and these Bylaws, and to the resolutions of the Shareholders’ Meeting and the Board of Directors. Section 3941 – In addition to any other functions provided for by law and these Bylaws, it is incumbent on the Board of Executive Officers: I. to comply with and ensure compliance with these Bylaws and the resolutions of the Board of Directors and the Shareholders’ Meeting; II. to prepare and submit to the Board of Directors on an annual basis the Company’s business plan and general budget, in addition to its strategic plan and the annual revisions thereof, as well as see to the implementation of the foregoing; III. to propose to the Board of Directors the basic guidelines for the business of the Company; IV. to submit on an annual basis to the Board of Directors for its review the Management Report and the accounts of the Board of Executive Officers, together with an opinion of the independent auditors, as well as a proposal for allocation of the earnings for the preceding fiscal year; V. to create and terminate the operating units of the Company; VIV. to appoint and remove the directors and officers of the controlled companies of the Company, and to appoint and remove the managers of its operating units; VIIVI. to prepare on an annual basis the Action and Target Plan for each office of executive officer, and to submit such Plans, together with the performance and results thereof, to the Board of Directors during its regular meetings; VIIIVII. to submit to the Board of Directors and the Fiscal Council a detailed quarterly balance sheet of the Company; IXVIII. to authorize the opening, relocation or closing of offices, branches, premises or other establishments of the Company, in Brazil and abroad; XIX. to propose to the Board of Directors the organization and closing down of controlled companies of the Company, in Brazil and abroad, and other acts set forth in Section 33, item XVI of these Bylaws; XIX. to develop and submit to the Board of Directors the compensation policies of the Company and its controlled companies; XIIXI. to authorize the Company to offer security or guaranty and to extend financing to to obtain any loans and borrowings, incur indebtedness, assume debt, provide guarantees, including suretyship, expense, advance or credit offer in benefit of its controlled companies, special specific purpose companies and other companies directly or indirectly controlled by the Company, duly consolidated with the Company in its financial statements, up to the amount of one percent (1%) of the Stockholders’ Equity recorded in the last consolidated financial statements of the Company and disclosed before the date of the relevant resolution taken by the Board of Directors, through the Standardized Financial Statements Form (Formulário Demonstrações Financeiras Padronizadas) (DFP) or Quarterly Information Form (Formulário de Informações Trimestrais) (ITR), whichever is more recent; and XIIIXII. to submit to the Board of Directors for its review all matters subject to a veto by the Brazilian Federal Government as the holder of the Golden Share, pursuant to Section 9 and item III of Section 18 hereof. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Representation of the Company Section 4042 – Except as otherwise provided in the paragraphs of this section, the Company will be validly bound when represented by two executive officers, one executive officer acting together with one attorney-in-fact, or two attorneys-in-fact acting within the scope of their powers. Paragraph 1 – The acts for which these Bylaws require prior authorization of the Board of Directors will only be valid once such requirement is satisfied. Paragraph 2 – The Company may be represented by a single executive officer, who may also issue a power of attorney for the purposes listed below, or a single attorney-in-fact in the performance of the following acts: I. acknowledgment of receipt of moneys payable to the Company; II. issuance, trading, endorsement and discount of trade bills related to its sales; III. representation of the Company in the general meetings of companies in which it holds an equity interest; IV. issuance of a power of attorney to an attorney to represent the Company in judicial or administrative proceedings; V. representation of the Company in judicial and/or administrative proceedings, except for acts involving a waiver of rights; and VI. performance of routine clerical functions, including with respect to governmental agencies, mixed-capital companies (sociedade de economia mista), commercial registries, labor courts, INSS (National Social Security Institute), FGTS (Severance Pay Fund) and their collecting banks, and similar entities. Paragraph 3 – The Board of Directors may authorize the performance of specific acts wherein the Company will be bound by the signature of a single executive officer or a single duly appointed attorney-in-fact, and may also define authorities and limits for performance of acts by a single representative. Paragraph 4 – The following rules will apply to the appointment of attorneys-in-fact: I. all powers of attorney will be granted by the Chief Executive Officer or his substitute, acting together with another executive officer, and they will have a limited scope and validity, except for powers for representation in judicial or administrative proceedings, which may have an indefinite validity; and II. a power of attorney for performance of an act that requires prior authorization of the Board of Directors may only be granted after such authorization is given, which fact will be mentioned in the power of attorney. Part III Fiscal Council Section 4143 – The Fiscal Council of the Company will operate on a permanent basis and will be composed of at least three (3) and no more than five (5) members and an equal number of alternates, who may be shareholders or non- shareholders, all residents of Brazil. The Fiscal Council members will be elected by the Shareholders’ Meeting and will have such duties as are provided for by law. Paragraph 1 – The rules in Section 31 hereof for election of the members of the Board of Directors of the Company will also apply to election of the members of the Fiscal Council, to the extent that such rules are pertinent and do not conflict with the provisions of this Section. Paragraph 2 – The Shareholders’ Meeting will designate the Chairman and the Vice Chairman of the Fiscal Council from among its elected members. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100 Representation of the Company Section 4042 – Except as otherwise provided in the paragraphs of this section, the Company will be validly bound when represented by two executive officers, one executive officer acting together with one attorney-in-fact, or two attorneys-in-fact acting within the scope of their powers. Paragraph 1 – The acts for which these Bylaws require prior authorization of the Board of Directors will only be valid once such requirement is satisfied. Paragraph 2 – The Company may be represented by a single executive officer, who may also issue a power of attorney for the purposes listed below, or a single attorney-in-fact in the performance of the following acts: I. acknowledgment of receipt of moneys payable to the Company; II. issuance, trading, endorsement and discount of trade bills related to its sales; III. representation of the Company in the general meetings of companies in which it holds an equity interest; IV. issuance of a power of attorney to an attorney to represent the Company in judicial or administrative proceedings; V. representation of the Company in judicial and/or administrative proceedings, except for acts involving a waiver of rights; and VI. performance of routine clerical functions, including with respect to governmental agencies, mixed-capital companies (sociedade de economia mista), commercial registries, labor courts, INSS (National Social Security Institute), FGTS (Severance Pay Fund) and their collecting banks, and similar entities. Paragraph 3 – The Board of Directors may authorize the performance of specific acts wherein the Company will be bound by the signature of a single executive officer or a single duly appointed attorney-in-fact, and may also define authorities and limits for performance of acts by a single representative. Paragraph 4 – The following rules will apply to the appointment of attorneys-in-fact: I. all powers of attorney will be granted by the Chief Executive Officer or his substitute, acting together with another executive officer, and they will have a limited scope and validity, except for powers for representation in judicial or administrative proceedings, which may have an indefinite validity; and II. a power of attorney for performance of an act that requires prior authorization of the Board of Directors may only be granted after such authorization is given, which fact will be mentioned in the power of attorney. Part III Fiscal Council Section 4143 – The Fiscal Council of the Company will operate on a permanent basis and will be composed of at least three (3) and no more than five (5) members and an equal number of alternates, who may be shareholders or non- shareholders, all residents of Brazil. The Fiscal Council members will be elected by the Shareholders’ Meeting and will have such duties as are provided for by law. Paragraph 1 – The rules in Section 31 hereof for election of the members of the Board of Directors of the Company will also apply to election of the members of the Fiscal Council, to the extent that such rules are pertinent and do not conflict with the provisions of this Section. Paragraph 2 – The Shareholders’ Meeting will designate the Chairman and the Vice Chairman of the Fiscal Council from among its elected members. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Paragraph 3 – If in accordance with the terms of Section 5456 hereof the Company comes under the control of a controlling shareholder or a parent company, as defined by law, the minority shareholders, as long as they represent in the aggregate 10% or more of the outstanding shares, will have the right to elect, in a separate vote, one committee member and his alternate. Paragraph 4 – The compensation of the members of the Fiscal Council will be fixed by the Shareholders’ Meeting that elects them, in compliance with applicable statutory requirements and limitations and with due regard for their experience, background and reputation. Section 4244 – The Fiscal Council will hold regular meetings every calendar quarter to examine the interim balance sheet and other financial statements prepared from time to time by the Company; provided that the Fiscal Council may hold extraordinary meetings whenever called by its Chairman, on his own initiative or at the request of any its members. Paragraph 1 – Special meetings will be called by written notice containing the agenda for the meeting, as well as an indication of its place, date and time. Paragraph 2 – A meeting of the Fiscal Council may be called to order upon attendance by at least three (3) members or alternates, and the Fiscal Council will pass its resolutions by a majority vote of the members in attendance. Section 4345 – The Fiscal Council will approve a set of internal regulations implementing the provisions of law and these Bylaws that deal with the Fiscal Council. Paragraph 1 – It will be incumbent on the Chairman of the Fiscal Council to convey to all members of the Fiscal Council the communications received from the management bodies of the Company and its independent auditors, and to forward to such management bodies any requests received from its members. Paragraph 2 – The members of the Fiscal Council will carry out their functions in the best interest of the Company, even where they are elected by a group or a class of shareholders. Paragraph 3 – In light of the illegality of the act in question and based on a well-grounded decision, the Fiscal Council may refuse to comply with a request for provision of information, clarification or special financial statements, or for determination of any specific fact. Part IV Meetings of the Management Bodies Interval of Meetings Section 4446 – All of the management bodies The Board of Directors of the Company will meet on a regular basis eight times a year, according to a time table to be announced always during the first month of each fiscal year by the Chairman of the relevant body Chairman of the Board of Directors, provided, further, that extraordinary meetings may be held whenever necessary. Notice Section 4547 – The directors and executive officers of the Company will be called to attend the meetings of the relevant bodies by personal written notice given at least fivethree business days in advance by letter, telegram, fax, e-mail or any other means that permits acknowledgement of receipt by the addressee. Paragraph 1 – Such notice will be accompanied by a list of the matters to be discussed and considered during the meeting, as well as all required supporting documentation. Paragraph 2 – The meetings of the management bodies may be called to order irrespective of notice where all members are in attendance. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100 Paragraph 3 – If in accordance with the terms of Section 5456 hereof the Company comes under the control of a controlling shareholder or a parent company, as defined by law, the minority shareholders, as long as they represent in the aggregate 10% or more of the outstanding shares, will have the right to elect, in a separate vote, one committee member and his alternate. Paragraph 4 – The compensation of the members of the Fiscal Council will be fixed by the Shareholders’ Meeting that elects them, in compliance with applicable statutory requirements and limitations and with due regard for their experience, background and reputation. Section 4244 – The Fiscal Council will hold regular meetings every calendar quarter to examine the interim balance sheet and other financial statements prepared from time to time by the Company; provided that the Fiscal Council may hold extraordinary meetings whenever called by its Chairman, on his own initiative or at the request of any its members. Paragraph 1 – Special meetings will be called by written notice containing the agenda for the meeting, as well as an indication of its place, date and time. Paragraph 2 – A meeting of the Fiscal Council may be called to order upon attendance by at least three (3) members or alternates, and the Fiscal Council will pass its resolutions by a majority vote of the members in attendance. Section 4345 – The Fiscal Council will approve a set of internal regulations implementing the provisions of law and these Bylaws that deal with the Fiscal Council. Paragraph 1 – It will be incumbent on the Chairman of the Fiscal Council to convey to all members of the Fiscal Council the communications received from the management bodies of the Company and its independent auditors, and to forward to such management bodies any requests received from its members. Paragraph 2 – The members of the Fiscal Council will carry out their functions in the best interest of the Company, even where they are elected by a group or a class of shareholders. Paragraph 3 – In light of the illegality of the act in question and based on a well-grounded decision, the Fiscal Council may refuse to comply with a request for provision of information, clarification or special financial statements, or for determination of any specific fact. Part IV Meetings of the Management Bodies Interval of Meetings Section 4446 – All of the management bodies The Board of Directors of the Company will meet on a regular basis eight times a year, according to a time table to be announced always during the first month of each fiscal year by the Chairman of the relevant body Chairman of the Board of Directors, provided, further, that extraordinary meetings may be held whenever necessary. Notice Section 4547 – The directors and executive officers of the Company will be called to attend the meetings of the relevant bodies by personal written notice given at least fivethree business days in advance by letter, telegram, fax, e-mail or any other means that permits acknowledgement of receipt by the addressee. Paragraph 1 – Such notice will be accompanied by a list of the matters to be discussed and considered during the meeting, as well as all required supporting documentation. Paragraph 2 – The meetings of the management bodies may be called to order irrespective of notice where all members are in attendance. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Paragraph 3 – In case of duly justified urgency, the Chairman of the Board of Directors may call meetings, pursuant to paragraph 1 of this Section, in which case, the meeting will only be convened with the attendance of at least two-thirds (2/3) of its members. Quorum and Voting Requirement Section 4648 – The meetings of the management bodies may only be called to order and transact business if a majority of the relevant members are in attendance; a director or officer will be deemed to be present at a meeting if he/she participates via telephone conference, video conference, telepresence, e-mail or any other means of communication that allows identification of such director or officer as well as simultaneous communication with all other attendees. In this case, directors and officers will be deemed in attendance for purposes of quorum and voting, and their vote will be deemed valid for all legal purposes, and must be included in the minutes of the meeting. Section 4749 – Except as otherwise expressly provided in these Bylaws, the resolutions at the meetings of the management bodies will be passed by a majority vote of the members in attendance. Article VI Financial Statements and Distribution of Income Fiscal Year and Financial Statements Section 4850 – The fiscal year of the Company will begin on January 1 and will end on December 31 of each year. Paragraph 1 – At the end of each fiscal year, the Board of Executive Officers will prepare the following financial statements, in accordance with the applicable provisions of law: I. balance sheet; II. statement of changes in stockholders’ equity; III. income statement; IV. statement of changes in financial position; and V. statement of cash flows. Paragraph 2 – Together with the financial statements for the fiscal year, the Board of Directors will submit to the Annual Shareholders’ Meeting a proposal for allocation of the net income of the Company, subject to the provisions of these Bylaws and applicable legislation. Mandatory Dividend Section 4951 – The shareholders will be entitled to receive each fiscal year as a mandatory dividend a percentage equivalent to 25% of the net income for the year, as adjusted according to the following rules: I. the net income for the fiscal year will be reduced or increased by the following amounts: a) the amounts allocated to the legal reserve; and b) the amounts allocated to a contingency reserve for anticipated losses, and reversal of any such reserve established in a preceding year; II. payment of dividend pursuant to item I above may be capped at the amount of the net income realized during the year, provided that the difference is recorded in an unrealized revenue reserve; III. profits recorded in the unrealized revenue reserve, once realized and to the extent not offset by losses in subsequent years, will be added to the first dividend to be paid after realization. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100 Paragraph 3 – In case of duly justified urgency, the Chairman of the Board of Directors may call meetings, pursuant to paragraph 1 of this Section, in which case, the meeting will only be convened with the attendance of at least two-thirds (2/3) of its members. Quorum and Voting Requirement Section 4648 – The meetings of the management bodies may only be called to order and transact business if a majority of the relevant members are in attendance; a director or officer will be deemed to be present at a meeting if he/she participates via telephone conference, video conference, telepresence, e-mail or any other means of communication that allows identification of such director or officer as well as simultaneous communication with all other attendees. In this case, directors and officers will be deemed in attendance for purposes of quorum and voting, and their vote will be deemed valid for all legal purposes, and must be included in the minutes of the meeting. Section 4749 – Except as otherwise expressly provided in these Bylaws, the resolutions at the meetings of the management bodies will be passed by a majority vote of the members in attendance. Article VI Financial Statements and Distribution of Income Fiscal Year and Financial Statements Section 4850 – The fiscal year of the Company will begin on January 1 and will end on December 31 of each year. Paragraph 1 – At the end of each fiscal year, the Board of Executive Officers will prepare the following financial statements, in accordance with the applicable provisions of law: I. balance sheet; II. statement of changes in stockholders’ equity; III. income statement; IV. statement of changes in financial position; and V. statement of cash flows. Paragraph 2 – Together with the financial statements for the fiscal year, the Board of Directors will submit to the Annual Shareholders’ Meeting a proposal for allocation of the net income of the Company, subject to the provisions of these Bylaws and applicable legislation. Mandatory Dividend Section 4951 – The shareholders will be entitled to receive each fiscal year as a mandatory dividend a percentage equivalent to 25% of the net income for the year, as adjusted according to the following rules: I. the net income for the fiscal year will be reduced or increased by the following amounts: a) the amounts allocated to the legal reserve; and b) the amounts allocated to a contingency reserve for anticipated losses, and reversal of any such reserve established in a preceding year; II. payment of dividend pursuant to item I above may be capped at the amount of the net income realized during the year, provided that the difference is recorded in an unrealized revenue reserve; III. profits recorded in the unrealized revenue reserve, once realized and to the extent not offset by losses in subsequent years, will be added to the first dividend to be paid after realization. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Paragraph 1 – The dividend provided for in this Section will not be mandatory for a given fiscal year if the Board of Directors informs the Shareholders’ Meeting that such dividend is not consistent with the financial condition of the Company. The Fiscal Council will issue an opinion on such information and the managers of the Company will submit to CVM, within five days after the Shareholders’ Meeting, an explanation justifying the information conveyed to the Shareholders’ Meeting. Paragraph 2 – Any income that fails to be distributed pursuant to Paragraph 1 will be recorded in a special reserve and, to the extent not offset by losses in subsequent years, will be paid as a dividend as soon as the financial condition of the Company so permits. Paragraph 3 – In accordance with prevailing income tax regulations, during each fiscal year the Board of Directors may pay or credit interest on stockholders’ equity, contingent on a subsequent confirmation by the Annual Shareholders’ Meeting that will review the financial statements for the year. Paragraph 4 – Interest on stockholders’ equity will be applied against any dividends declared by the Company. Investment and Working Capital Reserve Section 5052 – The Company will maintain an Investment Reserve towards which up to 75% of the adjusted net income for the year may be applied by a proposal of the Board of Directors in order to: (i) secure funds for investments in fixed assets, without prejudice to retention of earnings pursuant to Section 196 of Law No. 6,404/76; (ii) increase working capital; or (iii) carry out a redemption or purchase of shares of the Company’s capital stock or make payment to dissenting shareholders. Paragraph 1 – In keeping with the applicable statutory limitation, such reserve may not exceed 80% of capital stock. Paragraph 2 – According to a proposal of the Board of Directors, the Shareholders’ Meeting may at any time declare a dividend to be paid with funds standing to the credit of the reserve referred to in this Section, or apply the balance thereof, wholly or in part, to an increase of the capital stock, including by way of a stock dividend. Interim Dividends Section 5153 – The Board of Directors may approve the preparation of semi-annual balance sheets and may declare interim dividends. The Board may also prepare balance sheets and distribute dividends for shorter periods, provided that all dividends paid during the semi-annual period of each fiscal year do not exceed the capital reserves of the Company. Sole Paragraph – The Board of Directors may declare dividends to be paid out of retained earnings or an earnings reserve shown in the latest annual or semi-annual balance sheet. Profit Sharing Section 5254 – The Shareholders’ Meeting may pay profit sharing to the directors and executive officers of the Company, subject to applicable statutory limitations. Paragraph 1 – Profit sharing may only be paid with respect to a fiscal year in which the mandatory dividend referred to in Section 4951 hereof is paid to the shareholders. Paragraph 2 – In the event the Company pays an interim dividend out of earnings shown in a semi-annual balance sheet, in an amount equal to at least 25% of the net income for the period calculated pursuant to Section 5153 hereof, the Board of Directors may approve payment of profit sharing to the directors and executive officers with respect to such semi-annual period, contingent on subsequent confirmation by the Shareholders’ Meeting. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100 Paragraph 1 – The dividend provided for in this Section will not be mandatory for a given fiscal year if the Board of Directors informs the Shareholders’ Meeting that such dividend is not consistent with the financial condition of the Company. The Fiscal Council will issue an opinion on such information and the managers of the Company will submit to CVM, within five days after the Shareholders’ Meeting, an explanation justifying the information conveyed to the Shareholders’ Meeting. Paragraph 2 – Any income that fails to be distributed pursuant to Paragraph 1 will be recorded in a special reserve and, to the extent not offset by losses in subsequent years, will be paid as a dividend as soon as the financial condition of the Company so permits. Paragraph 3 – In accordance with prevailing income tax regulations, during each fiscal year the Board of Directors may pay or credit interest on stockholders’ equity, contingent on a subsequent confirmation by the Annual Shareholders’ Meeting that will review the financial statements for the year. Paragraph 4 – Interest on stockholders’ equity will be applied against any dividends declared by the Company. Investment and Working Capital Reserve Section 5052 – The Company will maintain an Investment Reserve towards which up to 75% of the adjusted net income for the year may be applied by a proposal of the Board of Directors in order to: (i) secure funds for investments in fixed assets, without prejudice to retention of earnings pursuant to Section 196 of Law No. 6,404/76; (ii) increase working capital; or (iii) carry out a redemption or purchase of shares of the Company’s capital stock or make payment to dissenting shareholders. Paragraph 1 – In keeping with the applicable statutory limitation, such reserve may not exceed 80% of capital stock. Paragraph 2 – According to a proposal of the Board of Directors, the Shareholders’ Meeting may at any time declare a dividend to be paid with funds standing to the credit of the reserve referred to in this Section, or apply the balance thereof, wholly or in part, to an increase of the capital stock, including by way of a stock dividend. Interim Dividends Section 5153 – The Board of Directors may approve the preparation of semi-annual balance sheets and may declare interim dividends. The Board may also prepare balance sheets and distribute dividends for shorter periods, provided that all dividends paid during the semi-annual period of each fiscal year do not exceed the capital reserves of the Company. Sole Paragraph – The Board of Directors may declare dividends to be paid out of retained earnings or an earnings reserve shown in the latest annual or semi-annual balance sheet. Profit Sharing Section 5254 – The Shareholders’ Meeting may pay profit sharing to the directors and executive officers of the Company, subject to applicable statutory limitations. Paragraph 1 – Profit sharing may only be paid with respect to a fiscal year in which the mandatory dividend referred to in Section 4951 hereof is paid to the shareholders. Paragraph 2 – In the event the Company pays an interim dividend out of earnings shown in a semi-annual balance sheet, in an amount equal to at least 25% of the net income for the period calculated pursuant to Section 5153 hereof, the Board of Directors may approve payment of profit sharing to the directors and executive officers with respect to such semi-annual period, contingent on subsequent confirmation by the Shareholders’ Meeting. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Article VII Protection of Dispersed Ownership Monitoring of Equity Interests Section 5355 – In addition to the provisions of Paragraph 2 of Section 8 and Paragraph 2 of Section 10 hereof, and without prejudice to the remaining provisions of these Bylaws, the Company, through a working group coordinated by the Investor Relations Officer, will monitor changes in the equity interests in the Company held by its shareholders, in order to prevent and, as the case may be, report any breach of these Bylaws and applicable rules and regulations, pursuant to Paragraph 1 below, as well as recommend to the Shareholders’ Meeting imposition of the penalties provided for in Section 16 hereof. Paragraph 1 – If at any time the Investor Relations Officer detects a breach of any restriction as to the limit of shares owned by a single shareholder or Shareholder Group, the Investor Relations Officer will immediately report such fact: (i) to the Chairman of the Board of Directors; (ii) to the Board Member elected by the Brazilian Federal Government, in its capacity as holder of the Golden Share; (iii) to the Chief Executive Officer; (iv) to the members of the Fiscal Council; (v) to the BM&FBOVESPAB3; and (vi) to the CVM. Paragraph 2 – The Investor Relations Officer may require the shareholders and Shareholder Groups of the Company to disclose their direct and/or indirect capital structure as well as the composition of their direct and/or indirect tranche of control stock and, as the case may be, the corporate and business groups to which they belong, de facto or de jure. Tender Offer in Case of Purchase of Substantial Interest or Disposal of Controlling Interest Section 5456 – Any shareholder or Shareholder Group (an “Acquiring Shareholder”) that acquires or becomes the holder for any reason of: (i) 35% or more of the Company’s total capital stock; or (ii) other rights, including under a usufruct or trust by will (fideicomisso), related to outstanding shares of the Company that represent more than 35% of the capital stock must, within no more than 15 days after such acquisition or event that resulted in ownership of shares or rights in excess of the foregoing limit, submit to the Brazilian Federal Government as the holder of the Golden Share, through the Ministry of FinanceEconomy, a request to conduct a tender offer for all outstanding shares of the Company, subject to the provisions of applicable regulations, the rules issued by the BM&FBOVESPAB3 and the provisions of this Section. Paragraph 1 – The Brazilian Federal Government as the holder of the Golden Share may accept or refuse such request for a tender offer, in its sole discretion. If the request is accepted, the Acquiring Shareholder will carry out the tender offer within 60 days from approval, in the manner described in this Section. If the request is refused, the Acquiring Shareholder, within 30 days from communication of refusal, must sell all its shares that exceed the aforesaid limit. Paragraph 2 – The Acquiring Shareholder will provide the Chief Executive Officer of the Company with a copy of all documents related to the request for a tender offer delivered to or by the Brazilian Federal Government. Paragraph 3 – During the period from request for a tender offer until a positive or negative reply from the Brazilian Federal Government, the Acquiring Shareholder may not acquire or dispose of any shares or convertible securities of the Company. Paragraph 4 – The price at which each share of the Company may be purchased in the tender offer cannot be less than the result of the following formula: TO Price = Value of Share + Premium where: “TO Price” corresponds to the acquisition price for each outstanding share of the Company in the tender offer provided for in this Section. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Article VII Protection of Dispersed Ownership Monitoring of Equity Interests Section 5355 – In addition to the provisions of Paragraph 2 of Section 8 and Paragraph 2 of Section 10 hereof, and without prejudice to the remaining provisions of these Bylaws, the Company, through a working group coordinated by the Investor Relations Officer, will monitor changes in the equity interests in the Company held by its shareholders, in order to prevent and, as the case may be, report any breach of these Bylaws and applicable rules and regulations, pursuant to Paragraph 1 below, as well as recommend to the Shareholders’ Meeting imposition of the penalties provided for in Section 16 hereof. Paragraph 1 – If at any time the Investor Relations Officer detects a breach of any restriction as to the limit of shares owned by a single shareholder or Shareholder Group, the Investor Relations Officer will immediately report such fact: (i) to the Chairman of the Board of Directors; (ii) to the Board Member elected by the Brazilian Federal Government, in its capacity as holder of the Golden Share; (iii) to the Chief Executive Officer; (iv) to the members of the Fiscal Council; (v) to the BM&FBOVESPAB3; and (vi) to the CVM. Paragraph 2 – The Investor Relations Officer may require the shareholders and Shareholder Groups of the Company to disclose their direct and/or indirect capital structure as well as the composition of their direct and/or indirect tranche of control stock and, as the case may be, the corporate and business groups to which they belong, de facto or de jure. Tender Offer in Case of Purchase of Substantial Interest or Disposal of Controlling Interest Section 5456 – Any shareholder or Shareholder Group (an “Acquiring Shareholder”) that acquires or becomes the holder for any reason of: (i) 35% or more of the Company’s total capital stock; or (ii) other rights, including under a usufruct or trust by will (fideicomisso), related to outstanding shares of the Company that represent more than 35% of the capital stock must, within no more than 15 days after such acquisition or event that resulted in ownership of shares or rights in excess of the foregoing limit, submit to the Brazilian Federal Government as the holder of the Golden Share, through the Ministry of FinanceEconomy, a request to conduct a tender offer for all outstanding shares of the Company, subject to the provisions of applicable regulations, the rules issued by the BM&FBOVESPAB3 and the provisions of this Section. Paragraph 1 – The Brazilian Federal Government as the holder of the Golden Share may accept or refuse such request for a tender offer, in its sole discretion. If the request is accepted, the Acquiring Shareholder will carry out the tender offer within 60 days from approval, in the manner described in this Section. If the request is refused, the Acquiring Shareholder, within 30 days from communication of refusal, must sell all its shares that exceed the aforesaid limit. Paragraph 2 – The Acquiring Shareholder will provide the Chief Executive Officer of the Company with a copy of all documents related to the request for a tender offer delivered to or by the Brazilian Federal Government. Paragraph 3 – During the period from request for a tender offer until a positive or negative reply from the Brazilian Federal Government, the Acquiring Shareholder may not acquire or dispose of any shares or convertible securities of the Company. Paragraph 4 – The price at which each share of the Company may be purchased in the tender offer cannot be less than the result of the following formula: TO Price = Value of Share + Premium where: “TO Price” corresponds to the acquisition price for each outstanding share of the Company in the tender offer provided for in this Section. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
“Value of Share” corresponds to the greatest of: (i) the highest unit quotation obtained for the shares issued by the Company during the 12-month period prior to the tender offer among values recorded on any stock exchange on which such shares were traded; (ii) the highest price paid by the Acquiring Shareholder, during the 36-month period prior to the tender offer, for a share or tranche of shares issued by the Company; (iii) an amount equivalent to 14.5 times the Average Consolidated EBITDA of the Company (as defined below) reduced by the consolidated net indebtedness of the Company, divided by the total number of outstanding shares; and (iv) an amount equivalent to 0.6 times the backlog of the Company, according to the latest information disclosed by the Company, reduced by the consolidated net indebtedness of the Company, divided by the total number of outstanding shares. “Premium” corresponds to 50% of the Value of Share. “Consolidated EBITDA of the Company” is the consolidated operating profit of the Company before net financial expenses, income tax and social contribution, depreciation, depletion and amortization, based on the audited consolidated financial statements for the most recent full fiscal year of the Company, as published. “Average Consolidated EBITDA of the Company” is the arithmetic average of the Consolidated EBITDA’s of the Company for the two most recent full fiscal years. Paragraph 5 – For the purposes of Paragraph 4 above, in the case of shares represented by depositary certificates (including shares covered by a Depositary Receipts program), the quoted price of each share will be determined by the division: (i) of the quoted price of the relevant depositary certificate in the market in which it is traded; by (ii) the number of shares represented by such certificate. Paragraph 6 – A tender offer as mentioned in the leading paragraph of this Section will not preclude another shareholder of the Company from carrying out a competing tender offer, pursuant to applicable regulations. Paragraph 7 – The Acquiring Shareholder will comply with any requests or requirements that may be made by CVM, within the time periods prescribed by applicable regulations. Paragraph 8 – The tender offer will necessarily follow the principles and procedures listed below, in addition to those expressly contemplated in Section 4 of CVM Instruction No. 361, of March 5, 2002 (“CVM Instruction No. 361/02”), and in the Novo Mercado Regulations, where applicable: I. be addressed to all shareholders of the Company, without any distinction; II. be carried out through an auction to be conducted on the BM&FBOVESPAB3; III. be made so as to assure equal treatment to all shareholders, providing them with adequate information on the Company and the offeror, as well as with elements to support a careful and independent decision as to acceptance of the tender offer; IV. irrevocable and not subject to any changes after publication of the public notice for the offer, pursuant to CVM Instruction No. 361/02; V. launched at a set price calculated according to the provisions of this Section, such price to be paid upfront, in Brazilian currency, as consideration for the acquisition of shares of the Company in the tender offer; and VI. be supported by an appraisal report of the Company prepared by a firm of recognized international standing and independence, and expertise in economic appraisal of public companies, such report to be prepared in accordance with the criteria listed in Section 8 of CVM Instruction No. 361/02, with due regard for the criteria in Paragraph 4 above as regards the minimum price for the offer. Paragraph 9 – In the event the Acquiring Shareholder fails to meet the obligations imposed by this Section, including as regards compliance with time limits: (i) to request the authorization of the Brazilian Federal Government to conduct This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the 41803.00100 Portuguese version shall prevail. “Value of Share” corresponds to the greatest of: (i) the highest unit quotation obtained for the shares issued by the Company during the 12-month period prior to the tender offer among values recorded on any stock exchange on which such shares were traded; (ii) the highest price paid by the Acquiring Shareholder, during the 36-month period prior to the tender offer, for a share or tranche of shares issued by the Company; (iii) an amount equivalent to 14.5 times the Average Consolidated EBITDA of the Company (as defined below) reduced by the consolidated net indebtedness of the Company, divided by the total number of outstanding shares; and (iv) an amount equivalent to 0.6 times the backlog of the Company, according to the latest information disclosed by the Company, reduced by the consolidated net indebtedness of the Company, divided by the total number of outstanding shares. “Premium” corresponds to 50% of the Value of Share. “Consolidated EBITDA of the Company” is the consolidated operating profit of the Company before net financial expenses, income tax and social contribution, depreciation, depletion and amortization, based on the audited consolidated financial statements for the most recent full fiscal year of the Company, as published. “Average Consolidated EBITDA of the Company” is the arithmetic average of the Consolidated EBITDA’s of the Company for the two most recent full fiscal years. Paragraph 5 – For the purposes of Paragraph 4 above, in the case of shares represented by depositary certificates (including shares covered by a Depositary Receipts program), the quoted price of each share will be determined by the division: (i) of the quoted price of the relevant depositary certificate in the market in which it is traded; by (ii) the number of shares represented by such certificate. Paragraph 6 – A tender offer as mentioned in the leading paragraph of this Section will not preclude another shareholder of the Company from carrying out a competing tender offer, pursuant to applicable regulations. Paragraph 7 – The Acquiring Shareholder will comply with any requests or requirements that may be made by CVM, within the time periods prescribed by applicable regulations. Paragraph 8 – The tender offer will necessarily follow the principles and procedures listed below, in addition to those expressly contemplated in Section 4 of CVM Instruction No. 361, of March 5, 2002 (“CVM Instruction No. 361/02”), and in the Novo Mercado Regulations, where applicable: I. be addressed to all shareholders of the Company, without any distinction; II. be carried out through an auction to be conducted on the BM&FBOVESPAB3; III. be made so as to assure equal treatment to all shareholders, providing them with adequate information on the Company and the offeror, as well as with elements to support a careful and independent decision as to acceptance of the tender offer; IV. irrevocable and not subject to any changes after publication of the public notice for the offer, pursuant to CVM Instruction No. 361/02; V. launched at a set price calculated according to the provisions of this Section, such price to be paid upfront, in Brazilian currency, as consideration for the acquisition of shares of the Company in the tender offer; and VI. be supported by an appraisal report of the Company prepared by a firm of recognized international standing and independence, and expertise in economic appraisal of public companies, such report to be prepared in accordance with the criteria listed in Section 8 of CVM Instruction No. 361/02, with due regard for the criteria in Paragraph 4 above as regards the minimum price for the offer. Paragraph 9 – In the event the Acquiring Shareholder fails to meet the obligations imposed by this Section, including as regards compliance with time limits: (i) to request the authorization of the Brazilian Federal Government to conduct This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the 41803.00100 Portuguese version shall prevail.
the tender offer; (ii) to conduct the tender offer; or (iii) to meet any requests or requirements made by the CVM, then the Board of Directors of the Company will call an Extraordinary Shareholders’ Meeting, at which the shareholder or Shareholder Group in question will be barred from voting, to take action on the suspension of shareholder’s rights with respect to such shareholder or Shareholder Group, as provided in Section 16 hereof. Paragraph 10 – For determination of the percentage of 35% of the total outstanding shares of the Company, as mentioned in the leading paragraph of this Section, any involuntary percentage increases in ownership interests resulting from a cancellation of treasury shares will be disregarded. Article VIII Registration as a Publicly Held Company and Novo Mercado Section 57 – The voluntary delisting from the Novo Mercado segment may occur: (i) regardless of any tender offer, in the event of dismissal approved by the shareholders’ meeting of the Company, pursuant to Section 18, item X, of these Bylaws, or (ii) in the absence of such dismissal, if preceded by a tender offer that complies with the procedures set forth in the regulation enacted by the CVM on tender offers for delisting as a publicly held company, meeting the following requirements: I. the offered price must be fair, and the Company may request a new appraisal, pursuant to Section 4-A of Law No. 6,404/76; and II. shareholders holding more than one-third (1/3) of the outstanding shares must accept the tender offer or expressly agree with the delisting from the Novo Mercado segment without effecting the sale of shares. Paragraph 1 – For purposes of this Section 57, outstanding shares are only the shares whose holders expressly agree to delist from the Novo Mercado segment or qualify for the tender offer auction, pursuant to the regulation enacted by the CVM applicable to tender offers of publicly held companies for delisting. Paragraph 2 – If the quorum mentioned in the paragraph above is reached: (i) those who accepted the tender offer cannot be submitted to an apportionment in the sale of their equity interest, subject to the procedures of dismissal of the limits set forth in the regulation enacted by the CVM applicable to tender offers; and (ii) the offeror must purchase the remaining outstanding shares within one (1) month from the date of the auction, for the final tender offer price of the auction, adjusted until the date of effective payment, pursuant to the tender offer notice and applicable regulation, which must occur within fifteen (15) days from the date of exercise of this option by shareholders. ART. 55 - Enquanto a Companhia não tiver Acionista Controlador tal como definido no Regulamento do Novo Mercado, sempre que for aprovado(a), em Assembleia Geral: I. o cancelamento de registro de companhia aberta, a Companhia deverá efetivar oferta pública de aquisição de ações, sendo que, neste caso, somente poderá adquirir as ações de titularidade dos acionistas que tenham votado a favor do cancelamento de registro na deliberação em Assembleia Geral após ter adquirido as ações dos demais acionistas que não tenham votado a favor da referida deliberação e que tenham aceitado a oferta pública; II. a saída da Companhia do Novo Mercado, seja por registro para negociação dos valores mobiliários de sua emissão fora do Novo Mercado, seja por reorganização societária conforme previsto no art. 57 (b) (ii) deste Estatuto Social, estará condicionada à realização de oferta pública de aquisição de ações dos demais acionistas da Companhia. A referida Assembleia Geral deverá definir o(s) responsável(is) para realização da oferta pública de aquisição de ações, o(s) qual(is), presente(s) na Assembleia Geral, deverá(ao) assumir expressamente a obrigação de realizar a oferta. Na ausência de definição dos responsáveis pela realização da oferta pública de aquisição de ações, no caso de operação de reorganização societária conforme previsto no Art. 57 (b) (ii) deste Estatuto Social, na qual a companhia resultante dessa reorganização não tenha seus valores mobiliários admitidos à negociação no Novo Mercado, caberá aos acionistas que votarem favoravelmente à reorganização societária realizar a referida oferta. Section 58 Paragraph 1- In the The tender offer for shares for the cancellation of the registration of the Company or category conversion in the CVM registry shall be carried out at a fair price according to applicable laws and regulations. the minimum offered price will correspond to economic value as ascertained by an appraisal report. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100the tender offer; (ii) to conduct the tender offer; or (iii) to meet any requests or requirements made by the CVM, then the Board of Directors of the Company will call an Extraordinary Shareholders’ Meeting, at which the shareholder or Shareholder Group in question will be barred from voting, to take action on the suspension of shareholder’s rights with respect to such shareholder or Shareholder Group, as provided in Section 16 hereof. Paragraph 10 – For determination of the percentage of 35% of the total outstanding shares of the Company, as mentioned in the leading paragraph of this Section, any involuntary percentage increases in ownership interests resulting from a cancellation of treasury shares will be disregarded. Article VIII Registration as a Publicly Held Company and Novo Mercado Section 57 – The voluntary delisting from the Novo Mercado segment may occur: (i) regardless of any tender offer, in the event of dismissal approved by the shareholders’ meeting of the Company, pursuant to Section 18, item X, of these Bylaws, or (ii) in the absence of such dismissal, if preceded by a tender offer that complies with the procedures set forth in the regulation enacted by the CVM on tender offers for delisting as a publicly held company, meeting the following requirements: I. the offered price must be fair, and the Company may request a new appraisal, pursuant to Section 4-A of Law No. 6,404/76; and II. shareholders holding more than one-third (1/3) of the outstanding shares must accept the tender offer or expressly agree with the delisting from the Novo Mercado segment without effecting the sale of shares. Paragraph 1 – For purposes of this Section 57, outstanding shares are only the shares whose holders expressly agree to delist from the Novo Mercado segment or qualify for the tender offer auction, pursuant to the regulation enacted by the CVM applicable to tender offers of publicly held companies for delisting. Paragraph 2 – If the quorum mentioned in the paragraph above is reached: (i) those who accepted the tender offer cannot be submitted to an apportionment in the sale of their equity interest, subject to the procedures of dismissal of the limits set forth in the regulation enacted by the CVM applicable to tender offers; and (ii) the offeror must purchase the remaining outstanding shares within one (1) month from the date of the auction, for the final tender offer price of the auction, adjusted until the date of effective payment, pursuant to the tender offer notice and applicable regulation, which must occur within fifteen (15) days from the date of exercise of this option by shareholders. ART. 55 - Enquanto a Companhia não tiver Acionista Controlador tal como definido no Regulamento do Novo Mercado, sempre que for aprovado(a), em Assembleia Geral: I. o cancelamento de registro de companhia aberta, a Companhia deverá efetivar oferta pública de aquisição de ações, sendo que, neste caso, somente poderá adquirir as ações de titularidade dos acionistas que tenham votado a favor do cancelamento de registro na deliberação em Assembleia Geral após ter adquirido as ações dos demais acionistas que não tenham votado a favor da referida deliberação e que tenham aceitado a oferta pública; II. a saída da Companhia do Novo Mercado, seja por registro para negociação dos valores mobiliários de sua emissão fora do Novo Mercado, seja por reorganização societária conforme previsto no art. 57 (b) (ii) deste Estatuto Social, estará condicionada à realização de oferta pública de aquisição de ações dos demais acionistas da Companhia. A referida Assembleia Geral deverá definir o(s) responsável(is) para realização da oferta pública de aquisição de ações, o(s) qual(is), presente(s) na Assembleia Geral, deverá(ao) assumir expressamente a obrigação de realizar a oferta. Na ausência de definição dos responsáveis pela realização da oferta pública de aquisição de ações, no caso de operação de reorganização societária conforme previsto no Art. 57 (b) (ii) deste Estatuto Social, na qual a companhia resultante dessa reorganização não tenha seus valores mobiliários admitidos à negociação no Novo Mercado, caberá aos acionistas que votarem favoravelmente à reorganização societária realizar a referida oferta. Section 58 Paragraph 1- In the The tender offer for shares for the cancellation of the registration of the Company or category conversion in the CVM registry shall be carried out at a fair price according to applicable laws and regulations. the minimum offered price will correspond to economic value as ascertained by an appraisal report. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
PARAGRAPH 2 - The appraisal report mentioned in this Section will be prepared by an expert institution or firm of recognized expertise unrelated to the decision-making authority of the Company, its managers and/or the controlling shareholder(s), where applicable. The report will also comply with the requirements of Paragraph 1 of Section 8 of Law No. 6.404/76 and will provide for the liability mentioned in Paragraph 6 of such Section. PARAGRAPH 3 - The selection of the expert institution or firm in charge of determining the economic value of the Company will be incumbent on the Shareholders’ Meeting only, based on a list of three names submitted by the Board of Directors. The decision in this regard will be made by an absolute majority of the shareholders representing the outstanding shares of the Company present at the Shareholders’ Meeting, any blank votes to be disregarded. Such Shareholders’ Meeting, if convened on first call, must have in attendance shareholders representing at least twenty percent (20%) of all outstanding shares and, if convened on second call, may have in attendance any number of shareholders representing the outstanding shares Section 56 – As long as the Company has no Controlling Shareholder, as defined in the Novo Mercado Regulations controlling shareholder, pursuant to applicable law, and the delisting of the Company from the Novo Mercado results from non-compliance with any obligations imposed by the Novo Mercado Regulations, then delisting from the Novo Mercado will be contingent on the conduct of a tender offer, for at least the economic value of shares, as determined in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 pursuant to Section 55,57, with due regard for applicable rules and regulations. Paragraph 1 – If such non-compliance arises from a resolution of the Shareholders’ Meeting, the tender offer will be made by the shareholders who have voted favorably on the proposed action resulting in such non-compliance. Paragraph 2 – If such non-compliance arises from an act or fact attributable to the management, the directors and officers of the Company will call an Extraordinary Shareholders’ Meeting to pass a resolution on how to cure the failure to comply with the obligations set forth in the Novo Mercado Regulations or, as the case may be, a resolution on the delisting of the Company from the Novo Mercado. Should the Shareholders’ Meeting decide to delist the Company from the Novo Mercado, the Company will conduct a tender offer addressed to all shareholders of the Company. Should the Shareholders’ Meeting decide to delist the Company from the Novo Mercado, such Shareholders’ Meeting will define the persons responsible for undertaking the foregoing tender offer, who will be in attendance at the meeting and will expressly accept the obligation to undertake the offer. Section 57 – In the event the Company has a no Controlling Shareholder, as defined in the Novo Mercado Regulationscontrolling shareholder, pursuant to applicable law and without prejudice to the provisions of Section 5456 above: (a) should registration as a publicly-held company be cancelled, the Company or the Controlling Shareholder controlling shareholder must undertake a tender offer for the shares of the remaining shareholders, for at least at the economic value thereof as ascertained in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 pursuant to Section 55,57, with due regard for applicable rules and regulations; (b) should the shareholders of the Company decide at an Extraordinary Shareholders’ Meeting (i) to delist the Company from the Novo Mercado segment so that its securities are registered for trading outside the Novo Mercado segment; or (ii) to carry out a corporate reorganization and the surviving company does not have its securities traded on the Novo Mercado segment within 120 days after the Extraordinary Shareholders’ Meeting that approved said transaction, the Controlling Shareholder, as such term is defined in the Novo Mercado Regulations controlling shareholder, pursuant to applicable law, must undertake a tender offer for the shares of the remaining shareholders, for at least at the economic value thereof as ascertained in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 of pursuant to Section 55,57, with due regard for applicable rules and regulations; and (c) should delisting of the Company from the Novo Mercado be caused by non-compliance with the obligations contained in the Novo Mercado Regulations, the Controlling Shareholder, as such term is defined in the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100 PARAGRAPH 2 - The appraisal report mentioned in this Section will be prepared by an expert institution or firm of recognized expertise unrelated to the decision-making authority of the Company, its managers and/or the controlling shareholder(s), where applicable. The report will also comply with the requirements of Paragraph 1 of Section 8 of Law No. 6.404/76 and will provide for the liability mentioned in Paragraph 6 of such Section. PARAGRAPH 3 - The selection of the expert institution or firm in charge of determining the economic value of the Company will be incumbent on the Shareholders’ Meeting only, based on a list of three names submitted by the Board of Directors. The decision in this regard will be made by an absolute majority of the shareholders representing the outstanding shares of the Company present at the Shareholders’ Meeting, any blank votes to be disregarded. Such Shareholders’ Meeting, if convened on first call, must have in attendance shareholders representing at least twenty percent (20%) of all outstanding shares and, if convened on second call, may have in attendance any number of shareholders representing the outstanding shares Section 56 – As long as the Company has no Controlling Shareholder, as defined in the Novo Mercado Regulations controlling shareholder, pursuant to applicable law, and the delisting of the Company from the Novo Mercado results from non-compliance with any obligations imposed by the Novo Mercado Regulations, then delisting from the Novo Mercado will be contingent on the conduct of a tender offer, for at least the economic value of shares, as determined in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 pursuant to Section 55,57, with due regard for applicable rules and regulations. Paragraph 1 – If such non-compliance arises from a resolution of the Shareholders’ Meeting, the tender offer will be made by the shareholders who have voted favorably on the proposed action resulting in such non-compliance. Paragraph 2 – If such non-compliance arises from an act or fact attributable to the management, the directors and officers of the Company will call an Extraordinary Shareholders’ Meeting to pass a resolution on how to cure the failure to comply with the obligations set forth in the Novo Mercado Regulations or, as the case may be, a resolution on the delisting of the Company from the Novo Mercado. Should the Shareholders’ Meeting decide to delist the Company from the Novo Mercado, the Company will conduct a tender offer addressed to all shareholders of the Company. Should the Shareholders’ Meeting decide to delist the Company from the Novo Mercado, such Shareholders’ Meeting will define the persons responsible for undertaking the foregoing tender offer, who will be in attendance at the meeting and will expressly accept the obligation to undertake the offer. Section 57 – In the event the Company has a no Controlling Shareholder, as defined in the Novo Mercado Regulationscontrolling shareholder, pursuant to applicable law and without prejudice to the provisions of Section 5456 above: (a) should registration as a publicly-held company be cancelled, the Company or the Controlling Shareholder controlling shareholder must undertake a tender offer for the shares of the remaining shareholders, for at least at the economic value thereof as ascertained in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 pursuant to Section 55,57, with due regard for applicable rules and regulations; (b) should the shareholders of the Company decide at an Extraordinary Shareholders’ Meeting (i) to delist the Company from the Novo Mercado segment so that its securities are registered for trading outside the Novo Mercado segment; or (ii) to carry out a corporate reorganization and the surviving company does not have its securities traded on the Novo Mercado segment within 120 days after the Extraordinary Shareholders’ Meeting that approved said transaction, the Controlling Shareholder, as such term is defined in the Novo Mercado Regulations controlling shareholder, pursuant to applicable law, must undertake a tender offer for the shares of the remaining shareholders, for at least at the economic value thereof as ascertained in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 of pursuant to Section 55,57, with due regard for applicable rules and regulations; and (c) should delisting of the Company from the Novo Mercado be caused by non-compliance with the obligations contained in the Novo Mercado Regulations, the Controlling Shareholder, as such term is defined in the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Novo Mercado Regulations controlling shareholder, pursuant to applicable law, must undertake a tender offer for the shares of the remaining shareholders, for at least the economic value thereof as determined in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 ofpursuant to Section 55,57, with due regard for applicable rules and regulations. Section 5859 – Subject to the provisions of these Bylaws and without prejudice to applicability of the provisions of Section 5456 above, the Disposal of a Controlling Interest direct or indirect sale of control of the Company, as defined in the Novo Mercado Regulations, in a single transaction or a series of successive transactions must be agreed upon under the condition precedent or subsequent that the Purchaser purchaser will make a tender offer for the remaining shares of the other for the shares issued by the Company and held by the other shareholders of the Company, subject to the terms of and within the time limits prescribed in prevailing legislation in applicable regulations and the Novo Mercado Regulations, so that the holders of such shares will receive the same treatment as is accorded to the Selling Controlling Shareholder seller. Sole Paragraph - The foregoing tender offer must also be made: (i) upon an assignment for value of rights to subscribe to newly-issued shares and other securities or rights to convertible securities that may result in a disposal of a controlling interest in the Company; and (ii) in the event of disposal of a controlling interest in a company that holds controlling power over the Company; in such case the Selling Controlling Shareholder will be required to disclose to BM&FBOVESPA the value assigned to the Company in such disposal, together with the relevant supporting documentation. Section 59 - With due regard for the provisions of these Bylaws and without prejudice to the provisions of Section 54 above, a party that acquires a Controlling Power in the Company, as defined in the Novo Mercado Regulations, by virtue of a private stock purchase agreement made with the Controlling Shareholder, involving any number of shares, will be required to: (i) make the tender offer mentioned in the Novo Mercado Regulations; and (ii) pay, as described below, an amount corresponding to the difference between the tender offer price and the price for the shares purchased on the stock exchange during the 6-month period next preceding acquisition of Controlling Power, as adjusted for inflation up to the date of payment. Said amount will be payable to all persons selling shares of the Company in the trading sessions where the Purchaser purchased shares, pro rata to the net daily selling balance of each such person, BM&FBOVESPA to arrange for the relevant payments in accordance with the terms of its regulations. Section 60 - The Company will not record any transfer of shares to the Purchaser of a controlling interest or to the person(s) that become(s) the owner(s) of a controlling interest unless and until they have signed the relevant Consent of Controlling Shareholder as mentioned in the Novo Mercado Regulations. Section 61 - With due regard for the provisions in these Bylaws, the Company will not file a shareholders’ agreement providing for exercise of Controlling Power until its signatories have signed a Consent of Controlling Shareholder. Section 6260 – A single tender offer of shares may be conducted for more than one of the purposes contemplated in this Article VIII, the Novo Mercado Regulations or the regulations issued by CVM, provided that it is possible to harmonize the procedures of the various types of tender offer and there is no loss to the offerees, and provided, further, that CVM gives its consent, where required by applicable law. Section 6361 – The Company or the shareholders responsible for a tender offer under these Bylaws, the Novo Mercado Regulations or the regulations issued by the CVM may ensure the conduct thereof through any shareholder, a third party or, as the case may be, the Company. The Company or the shareholder, as the case may be, will not be released from the obligation to carry out a tender offer until such time as it has been completed in compliance with applicable rules. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Novo Mercado Regulations controlling shareholder, pursuant to applicable law, must undertake a tender offer for the shares of the remaining shareholders, for at least the economic value thereof as determined in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 ofpursuant to Section 55,57, with due regard for applicable rules and regulations. Section 5859 – Subject to the provisions of these Bylaws and without prejudice to applicability of the provisions of Section 5456 above, the Disposal of a Controlling Interest direct or indirect sale of control of the Company, as defined in the Novo Mercado Regulations, in a single transaction or a series of successive transactions must be agreed upon under the condition precedent or subsequent that the Purchaser purchaser will make a tender offer for the remaining shares of the other for the shares issued by the Company and held by the other shareholders of the Company, subject to the terms of and within the time limits prescribed in prevailing legislation in applicable regulations and the Novo Mercado Regulations, so that the holders of such shares will receive the same treatment as is accorded to the Selling Controlling Shareholder seller. Sole Paragraph - The foregoing tender offer must also be made: (i) upon an assignment for value of rights to subscribe to newly-issued shares and other securities or rights to convertible securities that may result in a disposal of a controlling interest in the Company; and (ii) in the event of disposal of a controlling interest in a company that holds controlling power over the Company; in such case the Selling Controlling Shareholder will be required to disclose to BM&FBOVESPA the value assigned to the Company in such disposal, together with the relevant supporting documentation. Section 59 - With due regard for the provisions of these Bylaws and without prejudice to the provisions of Section 54 above, a party that acquires a Controlling Power in the Company, as defined in the Novo Mercado Regulations, by virtue of a private stock purchase agreement made with the Controlling Shareholder, involving any number of shares, will be required to: (i) make the tender offer mentioned in the Novo Mercado Regulations; and (ii) pay, as described below, an amount corresponding to the difference between the tender offer price and the price for the shares purchased on the stock exchange during the 6-month period next preceding acquisition of Controlling Power, as adjusted for inflation up to the date of payment. Said amount will be payable to all persons selling shares of the Company in the trading sessions where the Purchaser purchased shares, pro rata to the net daily selling balance of each such person, BM&FBOVESPA to arrange for the relevant payments in accordance with the terms of its regulations. Section 60 - The Company will not record any transfer of shares to the Purchaser of a controlling interest or to the person(s) that become(s) the owner(s) of a controlling interest unless and until they have signed the relevant Consent of Controlling Shareholder as mentioned in the Novo Mercado Regulations. Section 61 - With due regard for the provisions in these Bylaws, the Company will not file a shareholders’ agreement providing for exercise of Controlling Power until its signatories have signed a Consent of Controlling Shareholder. Section 6260 – A single tender offer of shares may be conducted for more than one of the purposes contemplated in this Article VIII, the Novo Mercado Regulations or the regulations issued by CVM, provided that it is possible to harmonize the procedures of the various types of tender offer and there is no loss to the offerees, and provided, further, that CVM gives its consent, where required by applicable law. Section 6361 – The Company or the shareholders responsible for a tender offer under these Bylaws, the Novo Mercado Regulations or the regulations issued by the CVM may ensure the conduct thereof through any shareholder, a third party or, as the case may be, the Company. The Company or the shareholder, as the case may be, will not be released from the obligation to carry out a tender offer until such time as it has been completed in compliance with applicable rules. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
Section 64 – The provisions of the Novo Mercado Regulations will prevail over the provisions of these Bylaws, in the event of detriment to the rights of the offerees in the tender offers contemplated in these Bylaws. Article IX Arbitration Section 652 – The Company, its shareholders, directors and the , executive officers and members of the Fiscal Council fiscal council, including acting and alternate members, if any, agree to settle by arbitration, to be conducted by the Market Arbitration Panel (Câmara de Arbitragem do Mercado), all and pursuant to its regulation, any dispute or disagreements among them arising from or in relation, in particular to the applicability, validity, effectiveness, construction, and violation and related effects, to the condition of issuer, shareholders, directors, executive officers and members of the fiscal council, in particular, pursuant to the provisions of Law No. 6,385, Law No. 6,404/76 as amended, the Bylaws of the Company, the rules issued by the National Monetary Council, the Central Bank of Brazil and the CVM, as well as other rules applicable to the operation of the capital markets in general, in addition to the provisions contained in the Novo Mercado Regulations, the Arbitration Rules, the Sanction Rules other B3 regulations and the Novo Mercado Participation Agreement. Sole Paragraph 1 – The provisions of this Section will not apply in the case of disputes or disagreements related to or deriving from the Golden Share held by the Brazilian Federal Government or the rights and prerogatives thereof under the law or these Bylaws, which will be submitted to the jurisdiction of the central courts of the judicial district of the City of Brasília (Federal District). Paragraph 2 – The investiture of directors, executive officers and members of the fiscal council, including acting and alternate members, is contingent on the execution of the investiture instrument, which must set forth that they are subject to the arbitration clause set forth in this Section 62. Article X Section 63 – The Company may enter into agreements with, or approve indemnity policies covering the members of, the Board of Directors, Fiscal Council, Board of Executive Officers and committees of the Company or its controlled companies, as well as the employees and agents that duly act under powers of attorney granted by the directors and executive officers of the Company or its controlled companies (“Beneficiaries”), for whom the Company agrees to bear or reimburse certain expenses, costs and damages effectively incurred by the Beneficiaries, during or after the period of their relationship with the Company, related to arbitration, judicial or administrative proceedings, involving acts practiced in the regular exercise of the Beneficiaries’ duties, from the date of their investiture or beginning of the employment relationship with the Company, as applicable. Paragraph 1 – Without prejudice to other events set forth in agreements or indemnity policies approved by the Board of Directors, the Company will not make disbursements in favor of Beneficiaries based on these agreements or indemnity policies in the following cases: I. acts practiced outside the regular exercise of the Beneficiaries’ duties; II. acts practiced by Beneficiaries in bad faith, intentionally, with gross fault or upon fraud; III. acts practiced by Beneficiaries in their own interest or the interests of third parties, to the detriment of the corporate interest of the Company; or IV. indemnifications resulting from the action for damages provided in Section 159 of Law No. 6,404/76 or reimbursement for losses provided in Section 11, paragraph 5, item II, of Law No. 6,385/76. Paragraph 2 – The indemnity agreements (acordo de indenidade) or policies must be adequately disclosed and provide for, without limitation: I. the applicable terms and conditions; This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100Section 64 – The provisions of the Novo Mercado Regulations will prevail over the provisions of these Bylaws, in the event of detriment to the rights of the offerees in the tender offers contemplated in these Bylaws. Article IX Arbitration Section 652 – The Company, its shareholders, directors and the , executive officers and members of the Fiscal Council fiscal council, including acting and alternate members, if any, agree to settle by arbitration, to be conducted by the Market Arbitration Panel (Câmara de Arbitragem do Mercado), all and pursuant to its regulation, any dispute or disagreements among them arising from or in relation, in particular to the applicability, validity, effectiveness, construction, and violation and related effects, to the condition of issuer, shareholders, directors, executive officers and members of the fiscal council, in particular, pursuant to the provisions of Law No. 6,385, Law No. 6,404/76 as amended, the Bylaws of the Company, the rules issued by the National Monetary Council, the Central Bank of Brazil and the CVM, as well as other rules applicable to the operation of the capital markets in general, in addition to the provisions contained in the Novo Mercado Regulations, the Arbitration Rules, the Sanction Rules other B3 regulations and the Novo Mercado Participation Agreement. Sole Paragraph 1 – The provisions of this Section will not apply in the case of disputes or disagreements related to or deriving from the Golden Share held by the Brazilian Federal Government or the rights and prerogatives thereof under the law or these Bylaws, which will be submitted to the jurisdiction of the central courts of the judicial district of the City of Brasília (Federal District). Paragraph 2 – The investiture of directors, executive officers and members of the fiscal council, including acting and alternate members, is contingent on the execution of the investiture instrument, which must set forth that they are subject to the arbitration clause set forth in this Section 62. Article X Section 63 – The Company may enter into agreements with, or approve indemnity policies covering the members of, the Board of Directors, Fiscal Council, Board of Executive Officers and committees of the Company or its controlled companies, as well as the employees and agents that duly act under powers of attorney granted by the directors and executive officers of the Company or its controlled companies (“Beneficiaries”), for whom the Company agrees to bear or reimburse certain expenses, costs and damages effectively incurred by the Beneficiaries, during or after the period of their relationship with the Company, related to arbitration, judicial or administrative proceedings, involving acts practiced in the regular exercise of the Beneficiaries’ duties, from the date of their investiture or beginning of the employment relationship with the Company, as applicable. Paragraph 1 – Without prejudice to other events set forth in agreements or indemnity policies approved by the Board of Directors, the Company will not make disbursements in favor of Beneficiaries based on these agreements or indemnity policies in the following cases: I. acts practiced outside the regular exercise of the Beneficiaries’ duties; II. acts practiced by Beneficiaries in bad faith, intentionally, with gross fault or upon fraud; III. acts practiced by Beneficiaries in their own interest or the interests of third parties, to the detriment of the corporate interest of the Company; or IV. indemnifications resulting from the action for damages provided in Section 159 of Law No. 6,404/76 or reimbursement for losses provided in Section 11, paragraph 5, item II, of Law No. 6,385/76. Paragraph 2 – The indemnity agreements (acordo de indenidade) or policies must be adequately disclosed and provide for, without limitation: I. the applicable terms and conditions; This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
II. mechanisms to identify and handle conflicts of interest; and III. the procedure to be adopted in the decision-making process about the execution of indemnity agreements (acordos de indenidade) by the Company and the payment of amounts by the Company. Paragraph 3 – In the cases that, after a final and unappealable judgment is rendered, it is confirmed that the act practiced by a Beneficiary is not indemnifiable pursuant to the indemnity agreement (acordo de indenidade) or policy approved by the Board of Directors, any amounts paid by the Company relating to this act based on the Beneficiary’s obligations set forth in these indemnity agreements (acordos de indenidade) or policies must be returned by Beneficiaries. As approved by the Extraordinary Shareholders’ Meeting on 04[27] of [May], 20169. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100II. mechanisms to identify and handle conflicts of interest; and III. the procedure to be adopted in the decision-making process about the execution of indemnity agreements (acordos de indenidade) by the Company and the payment of amounts by the Company. Paragraph 3 – In the cases that, after a final and unappealable judgment is rendered, it is confirmed that the act practiced by a Beneficiary is not indemnifiable pursuant to the indemnity agreement (acordo de indenidade) or policy approved by the Board of Directors, any amounts paid by the Company relating to this act based on the Beneficiary’s obligations set forth in these indemnity agreements (acordos de indenidade) or policies must be returned by Beneficiaries. As approved by the Extraordinary Shareholders’ Meeting on 04[27] of [May], 20169. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 41803.00100
12 Annex II – REPORT OF PROPOSED AMENDMENTS TO THE BYLAWS (Pursuant to Section 11, item II, of CVM Instruction 481/09) This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 12 Annex II – REPORT OF PROPOSED AMENDMENTS TO THE BYLAWS (Pursuant to Section 11, item II, of CVM Instruction 481/09) This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
192 Annex II – Report of Proposed Amendments to the Bylaws (Pursuant to Section 11, item II, of CVM Instruction No. 481/09) COMPARATIVE TABLE OF THE BYLAWS PROPOSED AMENDMENTS TO THE BYLAWS OF EMBRAER S.A. Current Bylaws Proposed Amendments to the Bylaws Justification/Comments ARTICLE I ARTICLE I NAME, PRINCIPAL PLACE OF BUSINESS, NAME, PRINCIPAL PLACE OF BUSINESS, PURPOSE AND DURATION PURPOSE AND DURATION SECTION 1 ‐ (...) SECTION 1 ‐ (...) New name of B3 S.A. – Brasil, Bolsa Balcão (“B3”) and changes to Paragraph 2 of Section 1 PARAGRAPH 2 ‐ Considering that the PARAGRAPH 2 ‐ Considering that the of the Bylaws of the Company to adjust it to the Company has joined a special listing segment Company has joined the Novo Mercado segment requirements set forth in the recently amended of the BM&FBOVESPA S.A. – Bolsa de Valores, of the B3 S.A. – Brasil, Bolsa, Balcão Novo Mercado Regulations that came into force Mercadorias e Futuros, the Brazilian Stock BM&FBOVESPA S.A. – Bolsa de Valores, on January 2, 2018 (“New NM Regulations”). Exchange (“BM&FBOVESPA”), named Novo Mercadorias e Futuros (“Novo Mercado” and Mercado, the Company, its shareholders, “BM&FBOVESPAB3,” respectively), the directors, officers and members of the fiscal Company, its shareholders, including council, when convened, are required to controlling shareholders, directors, officers and comply with the Novo Mercado Regulations members of the Fiscal Council fiscal council, (“Novo Mercado Regulations”). when convened, are required to comply with the Novo Mercado BM&FBOVESPA Listing Regulations (“Novo Mercado Regulations”). This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 192 Annex II – Report of Proposed Amendments to the Bylaws (Pursuant to Section 11, item II, of CVM Instruction No. 481/09) COMPARATIVE TABLE OF THE BYLAWS PROPOSED AMENDMENTS TO THE BYLAWS OF EMBRAER S.A. Current Bylaws Proposed Amendments to the Bylaws Justification/Comments ARTICLE I ARTICLE I NAME, PRINCIPAL PLACE OF BUSINESS, NAME, PRINCIPAL PLACE OF BUSINESS, PURPOSE AND DURATION PURPOSE AND DURATION SECTION 1 ‐ (...) SECTION 1 ‐ (...) New name of B3 S.A. – Brasil, Bolsa Balcão (“B3”) and changes to Paragraph 2 of Section 1 PARAGRAPH 2 ‐ Considering that the PARAGRAPH 2 ‐ Considering that the of the Bylaws of the Company to adjust it to the Company has joined a special listing segment Company has joined the Novo Mercado segment requirements set forth in the recently amended of the BM&FBOVESPA S.A. – Bolsa de Valores, of the B3 S.A. – Brasil, Bolsa, Balcão Novo Mercado Regulations that came into force Mercadorias e Futuros, the Brazilian Stock BM&FBOVESPA S.A. – Bolsa de Valores, on January 2, 2018 (“New NM Regulations”). Exchange (“BM&FBOVESPA”), named Novo Mercadorias e Futuros (“Novo Mercado” and Mercado, the Company, its shareholders, “BM&FBOVESPAB3,” respectively), the directors, officers and members of the fiscal Company, its shareholders, including council, when convened, are required to controlling shareholders, directors, officers and comply with the Novo Mercado Regulations members of the Fiscal Council fiscal council, (“Novo Mercado Regulations”). when convened, are required to comply with the Novo Mercado BM&FBOVESPA Listing Regulations (“Novo Mercado Regulations”). This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
193 SECTION 4 ‐ (...) SECTION 4 ‐ (...) Change to item IV of Section 4 due to the renumbering of sections resulting from the IV. With due regard for the provisions of IV. With due regard for the provisions of inclusion of new ones. Section 54 hereof, no majority group may be Section 54,56 hereof, no majority group may be formed in advance of the Shareholders’ formed in advance of the Shareholders’ Meetings under shareholders’ agreements that Meetings under shareholders’ agreements that regulate the exercise of voting rights, so as to regulate the exercise of voting rights, so as to create blocks holding voting rights in excess of create blocks holding voting rights in excess of the individual limit established in letter “a” of the individual limit established in letter “a” of item III of this Section; item III of this Section; ARTICLE II ARTICLE II CAPITAL STOCK AND SHARES CAPITAL STOCK AND SHARES SECTION 6 ‐ The capital stock of the SECTION 6 ‐ The capital stock of the Change to Section 6 to reflect the increase in the Company, which is fully subscribed to and Company, which is fully subscribed to and capital stock of the Company, approved by the paid in, is four billion, seven hundred eighty‐ paid in, is four five billion, seven hundred Board of Directors of the Company at the nine million, six hundred seventeen thousand, eighty one hundred fifty‐nine million, six meeting held on March 5, 2018. fifty‐two Brazilian Reais and forty‐two centavos hundred seventeen thousand, fifty‐two (BRL 4,789,617,052.42), divided into seven Brazilian Reais and forty‐two centavos hundred forty million, four hundred sixty‐five (R$4,789,617,052.42 5,159,617,052.42), divided thousand, forty‐four (740,465,044) registered into seven hundred forty million, four hundred common shares, one of which will be a Golden sixty‐five thousand, forty‐four (740,465,044) Share (Section 9), and all of which with no par registered common shares, one of which will be value. a Golden Share (Section 9), and all of which with no par value. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 193 SECTION 4 ‐ (...) SECTION 4 ‐ (...) Change to item IV of Section 4 due to the renumbering of sections resulting from the IV. With due regard for the provisions of IV. With due regard for the provisions of inclusion of new ones. Section 54 hereof, no majority group may be Section 54,56 hereof, no majority group may be formed in advance of the Shareholders’ formed in advance of the Shareholders’ Meetings under shareholders’ agreements that Meetings under shareholders’ agreements that regulate the exercise of voting rights, so as to regulate the exercise of voting rights, so as to create blocks holding voting rights in excess of create blocks holding voting rights in excess of the individual limit established in letter “a” of the individual limit established in letter “a” of item III of this Section; item III of this Section; ARTICLE II ARTICLE II CAPITAL STOCK AND SHARES CAPITAL STOCK AND SHARES SECTION 6 ‐ The capital stock of the SECTION 6 ‐ The capital stock of the Change to Section 6 to reflect the increase in the Company, which is fully subscribed to and Company, which is fully subscribed to and capital stock of the Company, approved by the paid in, is four billion, seven hundred eighty‐ paid in, is four five billion, seven hundred Board of Directors of the Company at the nine million, six hundred seventeen thousand, eighty one hundred fifty‐nine million, six meeting held on March 5, 2018. fifty‐two Brazilian Reais and forty‐two centavos hundred seventeen thousand, fifty‐two (BRL 4,789,617,052.42), divided into seven Brazilian Reais and forty‐two centavos hundred forty million, four hundred sixty‐five (R$4,789,617,052.42 5,159,617,052.42), divided thousand, forty‐four (740,465,044) registered into seven hundred forty million, four hundred common shares, one of which will be a Golden sixty‐five thousand, forty‐four (740,465,044) Share (Section 9), and all of which with no par registered common shares, one of which will be value. a Golden Share (Section 9), and all of which with no par value. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
194 SECTION 7 – (...) SECTION 7 – (...) Inclusion of text at the end of sub item “a” of PARAGRAPH 2 ‐ Within the limit of the PARAGRAPH 2 ‐ Within the limit of the Paragraph 2 of Section 7 to avoid any authorized capital, the Board of Directors will authorized capital, the Board of Directors will controversy about the authority of the Board of be free: be free: Directors to deliberate on the issuance of a) to take action on the issuance of warrants; a) to take action on the issuance of warrants. (...) warrants;, including when attributed as an additional advantage to subscribers of shares or debentures convertible into shares; (...) SECTION 9 ‐ (...) SECTION 9º ‐ (...) Change to item VII of Section 9 and paragraph VII. Any amendments to: (i) the provisions of VII. Any amendments to: (i) the provisions of 1 due to the renumbering of sections resulting this Section, Section 4, the leading paragraph of this Section, Section 4, the leading paragraph of from the inclusion of new ones. Section 10, Sections 11, 14 and 15, item III of Section 10, Sections 11, 14 and 15, item III of Section 18, Paragraphs 1 and 2 of Section 27, Section 18, Paragraphs 1 and 2 of Section 27, item X of Section 33, item XIII of Section 39 and item X of Section 33, item XIIIXII of Section Article VII; and (ii) the rights conferred by 3941 and Article VII; and (ii) the rights these Bylaws on the Golden Share. conferred by these Bylaws on the Golden Share. PARAGRAPH PARAGRAPH 1 ‐ The conduct of a public 1º ‐ The conduct of a public offering for the purchase of the Company’s offering for the purchase of the Company’s shares, as referred to in Section 54 hereof, will shares, as referred to in Section 5456 hereof, require the prior approval of the Brazilian will require the prior approval of the Brazilian Federal Government as the owner of the Federal Government as the owner of the Golden Share. (...) Golden Share. (...) SECTION 9 ‐ (...) SECTION 9 ‐ (...) Change to Paragraph 3 of Section 9 to reflect the new name of the Ministry of the Economy PARAGRAPH 3 – Without prejudice to the PARAGRAPH 3 – Without prejudice to the (formerly known as Ministry of Finance). procedure defined in Paragraph 2 above, all procedure defined in Paragraph 2 above, all This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 194 SECTION 7 – (...) SECTION 7 – (...) Inclusion of text at the end of sub item “a” of PARAGRAPH 2 ‐ Within the limit of the PARAGRAPH 2 ‐ Within the limit of the Paragraph 2 of Section 7 to avoid any authorized capital, the Board of Directors will authorized capital, the Board of Directors will controversy about the authority of the Board of be free: be free: Directors to deliberate on the issuance of a) to take action on the issuance of warrants; a) to take action on the issuance of warrants. (...) warrants;, including when attributed as an additional advantage to subscribers of shares or debentures convertible into shares; (...) SECTION 9 ‐ (...) SECTION 9º ‐ (...) Change to item VII of Section 9 and paragraph VII. Any amendments to: (i) the provisions of VII. Any amendments to: (i) the provisions of 1 due to the renumbering of sections resulting this Section, Section 4, the leading paragraph of this Section, Section 4, the leading paragraph of from the inclusion of new ones. Section 10, Sections 11, 14 and 15, item III of Section 10, Sections 11, 14 and 15, item III of Section 18, Paragraphs 1 and 2 of Section 27, Section 18, Paragraphs 1 and 2 of Section 27, item X of Section 33, item XIII of Section 39 and item X of Section 33, item XIIIXII of Section Article VII; and (ii) the rights conferred by 3941 and Article VII; and (ii) the rights these Bylaws on the Golden Share. conferred by these Bylaws on the Golden Share. PARAGRAPH PARAGRAPH 1 ‐ The conduct of a public 1º ‐ The conduct of a public offering for the purchase of the Company’s offering for the purchase of the Company’s shares, as referred to in Section 54 hereof, will shares, as referred to in Section 5456 hereof, require the prior approval of the Brazilian will require the prior approval of the Brazilian Federal Government as the owner of the Federal Government as the owner of the Golden Share. (...) Golden Share. (...) SECTION 9 ‐ (...) SECTION 9 ‐ (...) Change to Paragraph 3 of Section 9 to reflect the new name of the Ministry of the Economy PARAGRAPH 3 – Without prejudice to the PARAGRAPH 3 – Without prejudice to the (formerly known as Ministry of Finance). procedure defined in Paragraph 2 above, all procedure defined in Paragraph 2 above, all This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
195 matters to be acted on by the Board of Directors matters to be acted on by the Board of Directors that are subject to a veto by the Brazilian that are subject to veto by the Brazilian Federal Federal Government must also be Government, as holder of the golden share, communicated in advance to the Ministry of must also be communicated in advance to the Finance by notice given concurrently with the Ministry of Finance the Economy by notice notice mentioned in item II above, the Ministry given concurrently with the notice mentioned to pass on the matter within 30 days after in item II above, and the Ministry of the receipt of the notice referred to in item II above. Economy must make a statement on the matter within 30 days after receipt of the notice referred to in item II above. ARTICLE III ARTICLE III SHAREHOLDERS SHAREHOLDERS SECTION 11 ‐ For the purposes of these SECTION 11 ‐ For the purposes of these Change to Section 11 to improve wording, in 1 Bylaws, foreign shareholders (“Foreign Bylaws, foreign shareholders (“Foreign order to correct the Portuguese’s grammar . Shareholders”) will be individuals, legal Shareholders”) will be individuals, legal entities, investment funds or investment clubs entities, investment funds or investment clubs and any other organizations not encompassed and any other organizations not encompassed by the provisions of Section 10 hereof, as well by the provisions of Section 10 hereof, as well those that fail to show evidence that they meet those that fail to show evidence that they meet the requirements for registration as Brazilian the requirements for registration as Brazilian Shareholders, according to Paragraph 2 of Shareholders, according to Paragraph 2 of Section 10 hereof. Section 10 hereof. SECTION 13 – Every shareholder or SECTION 13 – Every shareholder or Change to Section 13 to adjust it to the Shareholder Group is required to disclose, by Shareholder Group is required to disclose, by requirements set forth in CVM Instruction notice to the Company and the stock exchanges notice to the Company and the stock exchanges No. 358/02, as amended. 1 Not affected by the translation into English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 195 matters to be acted on by the Board of Directors matters to be acted on by the Board of Directors that are subject to a veto by the Brazilian that are subject to veto by the Brazilian Federal Federal Government must also be Government, as holder of the golden share, communicated in advance to the Ministry of must also be communicated in advance to the Finance by notice given concurrently with the Ministry of Finance the Economy by notice notice mentioned in item II above, the Ministry given concurrently with the notice mentioned to pass on the matter within 30 days after in item II above, and the Ministry of the receipt of the notice referred to in item II above. Economy must make a statement on the matter within 30 days after receipt of the notice referred to in item II above. ARTICLE III ARTICLE III SHAREHOLDERS SHAREHOLDERS SECTION 11 ‐ For the purposes of these SECTION 11 ‐ For the purposes of these Change to Section 11 to improve wording, in 1 Bylaws, foreign shareholders (“Foreign Bylaws, foreign shareholders (“Foreign order to correct the Portuguese’s grammar . Shareholders”) will be individuals, legal Shareholders”) will be individuals, legal entities, investment funds or investment clubs entities, investment funds or investment clubs and any other organizations not encompassed and any other organizations not encompassed by the provisions of Section 10 hereof, as well by the provisions of Section 10 hereof, as well those that fail to show evidence that they meet those that fail to show evidence that they meet the requirements for registration as Brazilian the requirements for registration as Brazilian Shareholders, according to Paragraph 2 of Shareholders, according to Paragraph 2 of Section 10 hereof. Section 10 hereof. SECTION 13 – Every shareholder or SECTION 13 – Every shareholder or Change to Section 13 to adjust it to the Shareholder Group is required to disclose, by Shareholder Group is required to disclose, by requirements set forth in CVM Instruction notice to the Company and the stock exchanges notice to the Company and the stock exchanges No. 358/02, as amended. 1 Not affected by the translation into English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
196 on which the securities of the Company are on which the securities of the Company are traded, any acquisition of shares that exceeds traded, any acquisition of shares that exceeds 5% of capital stock of the Company or 5% of capital stock of the Company, when multiples thereof, when added to the shares added to the shares already owned negotiation already owned. of securities through which its direct or indirect equity interest regarding the type or class of shares representing the capital stock of the Company increases or decreases by five percent (5%), ten percent (10%), fifteen percent (15%) and so on successivelyor multiples thereof. ARTICLE IV ARTICLE IV SHAREHOLDERS’ MEETING SHAREHOLDERS’ MEETING SECTION 18 – (...) SECTION 18 – (...) Exclusion of item V of Section 18 of the Company Bylaw to adjust it to the V. To take action on the proposed delisting of V. To take action on the proposed delisting of requirements set forth in the New NM the Company from the Novo Mercado of the Company from the Novo Mercado of Regulation. BM&FBOVESPA; BM&FBOVESPA; SECTION 18 – (...) SECTION 18 – (...) Change to current item VII (item VI, due to the renumbering of sections) of Section 18 to 2 VII. To approve stock option plans for the VII. To attribute to directors and executive improve wording . directors, executive officers and/or employees officers and/or employees of the Company of the Company or companies controlled by the profit sharing, subject to legal limits and the human resources policy of the Company; 2 Not affected by the translation into English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 196 on which the securities of the Company are on which the securities of the Company are traded, any acquisition of shares that exceeds traded, any acquisition of shares that exceeds 5% of capital stock of the Company or 5% of capital stock of the Company, when multiples thereof, when added to the shares added to the shares already owned negotiation already owned. of securities through which its direct or indirect equity interest regarding the type or class of shares representing the capital stock of the Company increases or decreases by five percent (5%), ten percent (10%), fifteen percent (15%) and so on successivelyor multiples thereof. ARTICLE IV ARTICLE IV SHAREHOLDERS’ MEETING SHAREHOLDERS’ MEETING SECTION 18 – (...) SECTION 18 – (...) Exclusion of item V of Section 18 of the Company Bylaw to adjust it to the V. To take action on the proposed delisting of V. To take action on the proposed delisting of requirements set forth in the New NM the Company from the Novo Mercado of the Company from the Novo Mercado of Regulation. BM&FBOVESPA; BM&FBOVESPA; SECTION 18 – (...) SECTION 18 – (...) Change to current item VII (item VI, due to the renumbering of sections) of Section 18 to 2 VII. To approve stock option plans for the VII. To attribute to directors and executive improve wording . directors, executive officers and/or employees officers and/or employees of the Company of the Company or companies controlled by the profit sharing, subject to legal limits and the human resources policy of the Company; 2 Not affected by the translation into English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
197 Company, according to the terms of Section 7, Paragraph 2, letter “b” hereof; SECTION 18 – (...) SECTION 18 – (...) Renumbering of items due to the exclusion of current item V, as per change described above. Items VI to X Items V to IX SECTION 18 – (...) SECTION 18 – (...) Inclusion of item X and sole paragraph in X. To dismiss the requirement of conducting a Section 18 of the Bylaws of the Company to tender offer to delist from the Novo Mercado. adjust it to the requirements set forth in the No corresponding text. New NM Regulations. SOLE PARAGRAPH ‐ The resolution referred to in item X of this Section must be taken by majority vote of the shareholders of outstanding shares attending the Meeting, disregarding blank votes. If the Meeting is convened on first call, shareholders representing at least two‐thirds (2/3) of total outstanding shares must be in attendance; and if convened on second call, any number of shareholders representing outstanding shares may be in attendance. SECTION 20 – (...) SECTION 20 – (...) Inclusion of the wording “of ownership” in Paragraph 1 of Section 20 to improve wording PARAGRAPH 1 ‐ The��Company will waive PARAGRAPH 1º ‐ The Company will waive and avoid controversy. submission of proof by a holder of book‐entry submission of proof of ownership by a holder shares whose name appears on the list of of book‐entry shares whose name appears on This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 197 Company, according to the terms of Section 7, Paragraph 2, letter “b” hereof; SECTION 18 – (...) SECTION 18 – (...) Renumbering of items due to the exclusion of current item V, as per change described above. Items VI to X Items V to IX SECTION 18 – (...) SECTION 18 – (...) Inclusion of item X and sole paragraph in X. To dismiss the requirement of conducting a Section 18 of the Bylaws of the Company to tender offer to delist from the Novo Mercado. adjust it to the requirements set forth in the No corresponding text. New NM Regulations. SOLE PARAGRAPH ‐ The resolution referred to in item X of this Section must be taken by majority vote of the shareholders of outstanding shares attending the Meeting, disregarding blank votes. If the Meeting is convened on first call, shareholders representing at least two‐thirds (2/3) of total outstanding shares must be in attendance; and if convened on second call, any number of shareholders representing outstanding shares may be in attendance. SECTION 20 – (...) SECTION 20 – (...) Inclusion of the wording “of ownership” in Paragraph 1 of Section 20 to improve wording PARAGRAPH 1 ‐ The Company will waive PARAGRAPH 1º ‐ The Company will waive and avoid controversy. submission of proof by a holder of book‐entry submission of proof of ownership by a holder shares whose name appears on the list of of book‐entry shares whose name appears on This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
198 shareholders provided by the financial the list of shareholders provided by the institution acting as registrar. financial institution acting as registrar. SECTION 20 – (...) SECTION 20 – (...) Change to Paragraph 2 of Section 20 of the Bylaws to adjust it to the guidelines set forth in PARAGRAPH 2º ‐ A shareholder may be PARAGRAPH 2º ‐ A shareholder may be Circular Letter (Ofício‐Circular) CVM/SEP represented at a Shareholders’ Meeting by an represented at a Shareholders’ Meeting by an 03/19. attorney‐in‐fact appointed pursuant to attorney‐in‐fact appointed pursuant to Paragraph 1 of Section 126 of Law No. 6,404/76, Paragraph 1 of Section 126 of Law No. 6,404/76, provided that the relevant proxy statement is provided that who must file the relevant proxy filed with the principal place of business of the statement is filed with at the principal place of Company no later than 48 hours prior to the business of the Company within 48 hours prior time scheduled for the Shareholders’ Meeting. to the time scheduled for the Shareholders’ Meeting. SECTION 21 – A shareholders’ Meeting will be SECTION 21 – A shareholders’ Meeting will be Inclusion of the wording “voting” in the called to order, on first call, upon attendance by called to order, on first call, upon attendance by provision of Section 21 to improve wording shareholders representing at least 25% of the shareholders representing at least 25% of the and avoid controversy, reflecting that the capital stock, except where a statute requires a voting capital stock, except where a statute quorum for the shareholders’ Meeting takes higher quorum; and on second call, with any requires a higher quorum; and on second call, into consideration the requirements provided number of shareholders in attendance, with with any number of shareholders in in article 125 of Law No 6.404/76. Additionally, due regard for the provision in Paragraph 3 of attendance, with due regard for the provision exclusion of wording at the end of the Section Section 55 hereof. in Paragraph 3 of Section 55 hereof. 21 of the Bylaws of the Company to adjust it to the requirements set forth in the New NM Regulations. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 198 shareholders provided by the financial the list of shareholders provided by the institution acting as registrar. financial institution acting as registrar. SECTION 20 – (...) SECTION 20 – (...) Change to Paragraph 2 of Section 20 of the Bylaws to adjust it to the guidelines set forth in PARAGRAPH 2º ‐ A shareholder may be PARAGRAPH 2º ‐ A shareholder may be Circular Letter (Ofício‐Circular) CVM/SEP represented at a Shareholders’ Meeting by an represented at a Shareholders’ Meeting by an 03/19. attorney‐in‐fact appointed pursuant to attorney‐in‐fact appointed pursuant to Paragraph 1 of Section 126 of Law No. 6,404/76, Paragraph 1 of Section 126 of Law No. 6,404/76, provided that the relevant proxy statement is provided that who must file the relevant proxy filed with the principal place of business of the statement is filed with at the principal place of Company no later than 48 hours prior to the business of the Company within 48 hours prior time scheduled for the Shareholders’ Meeting. to the time scheduled for the Shareholders’ Meeting. SECTION 21 – A shareholders’ Meeting will be SECTION 21 – A shareholders’ Meeting will be Inclusion of the wording “voting” in the called to order, on first call, upon attendance by called to order, on first call, upon attendance by provision of Section 21 to improve wording shareholders representing at least 25% of the shareholders representing at least 25% of the and avoid controversy, reflecting that the capital stock, except where a statute requires a voting capital stock, except where a statute quorum for the shareholders’ Meeting takes higher quorum; and on second call, with any requires a higher quorum; and on second call, into consideration the requirements provided number of shareholders in attendance, with with any number of shareholders in in article 125 of Law No 6.404/76. Additionally, due regard for the provision in Paragraph 3 of attendance, with due regard for the provision exclusion of wording at the end of the Section Section 55 hereof. in Paragraph 3 of Section 55 hereof. 21 of the Bylaws of the Company to adjust it to the requirements set forth in the New NM Regulations. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
199 SECTION 24 ‐ With respect to the resolutions SECTION 24 ‐ With respect to the resolutions Change to Section 24 to improve wording, of the Shareholders’ Meetings, the votes cast by of the Shareholders’ Meetings, the votes cast by including the word “Sections”. the Brazilian Shareholders will be computed the Brazilian Shareholders will be computed separately from those cast by the Foreign separately from those cast by the Foreign Shareholders (10 and 11), with due regard for Shareholders (Sections 10 and 11), with due the voting limits referred to in Sections 14 and regard for the voting limits referred to in 15 hereof. Sections 14 and 15 hereof. ARTICLE V ARTICLE V BOARD OF DIRECTORS, BOARD OF BOARD OF DIRECTORS, BOARD OF EXECUTIVE OFFICERS AND FISCAL EXECUTIVE OFFICERS AND FISCAL COUNCIL COUNCIL PART I PART I BOARD OF DIRECTORS BOARD OF DIRECTORS SECTION 26 ‐ The directors, executive officers SECTION 26 ‐ The directors, executive officers Exclusion of wording at the end of the and members of the Fiscal Council will take and members of the Fiscal Council will take introduction of Section 26 of the Bylaws of the office by executing an deed of investiture office by executing a deed of investiture Company to adjust it to the requirements set recorded in the Book of Minutes of the Board of recorded in the Book of Minutes of the Board of forth in the New NM Regulations. Directors or the Board of Executive Officers, or Directors or the Board of Executive Officers, or in the Book of Minutes and Opinions of the in the Book of Minutes and Opinions of the Fiscal Council, as the case may be, and Fiscal Council, as the case may be, and executing a Manager Consent or Member of executing a Manager Consent or Member of Fiscal Council Consent, as mentioned in the Fiscal Council Consent, as mentioned in the Novo Mercado Regulations, in compliance with Novo Mercado Regulations, in compliance with the applicable provisions of law. the applicable provisions of law. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 199 SECTION 24 ‐ With respect to the resolutions SECTION 24 ‐ With respect to the resolutions Change to Section 24 to improve wording, of the Shareholders’ Meetings, the votes cast by of the Shareholders’ Meetings, the votes cast by including the word “Sections”. the Brazilian Shareholders will be computed the Brazilian Shareholders will be computed separately from those cast by the Foreign separately from those cast by the Foreign Shareholders (10 and 11), with due regard for Shareholders (Sections 10 and 11), with due the voting limits referred to in Sections 14 and regard for the voting limits referred to in 15 hereof. Sections 14 and 15 hereof. ARTICLE V ARTICLE V BOARD OF DIRECTORS, BOARD OF BOARD OF DIRECTORS, BOARD OF EXECUTIVE OFFICERS AND FISCAL EXECUTIVE OFFICERS AND FISCAL COUNCIL COUNCIL PART I PART I BOARD OF DIRECTORS BOARD OF DIRECTORS SECTION 26 ‐ The directors, executive officers SECTION 26 ‐ The directors, executive officers Exclusion of wording at the end of the and members of the Fiscal Council will take and members of the Fiscal Council will take introduction of Section 26 of the Bylaws of the office by executing an deed of investiture office by executing a deed of investiture Company to adjust it to the requirements set recorded in the Book of Minutes of the Board of recorded in the Book of Minutes of the Board of forth in the New NM Regulations. Directors or the Board of Executive Officers, or Directors or the Board of Executive Officers, or in the Book of Minutes and Opinions of the in the Book of Minutes and Opinions of the Fiscal Council, as the case may be, and Fiscal Council, as the case may be, and executing a Manager Consent or Member of executing a Manager Consent or Member of Fiscal Council Consent, as mentioned in the Fiscal Council Consent, as mentioned in the Novo Mercado Regulations, in compliance with Novo Mercado Regulations, in compliance with the applicable provisions of law. the applicable provisions of law. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
200 SECTION 27 – The Board of Directors will be SECTION 27 – The Board of Directors will be Change to Section 27 to set forth that the Board composed of 11 members, all of whom will be composed of at least nine and no more than of Directors will be composed of at least nine elected by the Shareholders’ Meeting with a eleven 11 members, all of whom will be elected and no more than eleven members. unified term of office of two years, reelection by the Shareholders’ Meeting for a unified two being permitted, with due regard for the years term, reelection being permitted, with provisions in Paragraphs 1 and 2 below. due regard for the provisions in Paragraphs 1 and 2 below. SECTION 27 – (...) SECTION 27 – (...) Change to Paragraph 3 of Section 27 due to the change described above, in order to avoid PARAGRAPH 3 – The remaining eight Board PARAGRAPH 3 – The remaining eight Board controversies about the number of members to members will be elected by the other members will be elected by the other be elected by the other shareholders. shareholders of the Corporation, subject to the shareholders of the Company, subject to the provisions of Sections 31 and 32 hereof. It will provisions of Sections 31 and 32 hereof. It will be incumbent on the Chairman of the be incumbent on the Chairman of the Shareholders’ Meeting, when conducting the Shareholders’ Meeting, when conducting the proceedings related to the election of Board proceedings related to the election of Board members, to determine the voting mechanism members, to determine the voting mechanism for election of Board members, as for election of Board members, as contemplated in this Paragraph (Section 31 or contemplated in this Paragraph (Section 31 or Section 32). Section 32). This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 200 SECTION 27 – The Board of Directors will be SECTION 27 – The Board of Directors will be Change to Section 27 to set forth that the Board composed of 11 members, all of whom will be composed of at least nine and no more than of Directors will be composed of at least nine elected by the Shareholders’ Meeting with a eleven 11 members, all of whom will be elected and no more than eleven members. unified term of office of two years, reelection by the Shareholders’ Meeting for a unified two being permitted, with due regard for the years term, reelection being permitted, with provisions in Paragraphs 1 and 2 below. due regard for the provisions in Paragraphs 1 and 2 below. SECTION 27 – (...) SECTION 27 – (...) Change to Paragraph 3 of Section 27 due to the change described above, in order to avoid PARAGRAPH 3 – The remaining eight Board PARAGRAPH 3 – The remaining eight Board controversies about the number of members to members will be elected by the other members will be elected by the other be elected by the other shareholders. shareholders of the Corporation, subject to the shareholders of the Company, subject to the provisions of Sections 31 and 32 hereof. It will provisions of Sections 31 and 32 hereof. It will be incumbent on the Chairman of the be incumbent on the Chairman of the Shareholders’ Meeting, when conducting the Shareholders’ Meeting, when conducting the proceedings related to the election of Board proceedings related to the election of Board members, to determine the voting mechanism members, to determine the voting mechanism for election of Board members, as for election of Board members, as contemplated in this Paragraph (Section 31 or contemplated in this Paragraph (Section 31 or Section 32). Section 32). This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
201 SECTION 27 – (...) SECTION 27 – (...) Inclusion of new Paragraph 4 due to the change described above, in order to set forth a rule to No corresponding text. PARAGRAPH 4 – Subject to the introduction regulate the authority and time of and paragraphs 1 and 2 of this Section, the determination of the number of members that number of members of the Board of Directors will compose the Board of Directors. in each term of office will be determined at the Shareholders’ Meeting whose agenda includes the election of members of the Board of Directors. SECTION 27 – (...) SECTION 27 – (...) Renumbering of Paragraph 4 (renumbered Paragraph 5) of Section 27 of the Bylaws of the PARAGRAPH 4 – (...) PARAGRAPH 45 – (...) Company as a result of the inclusion of the new paragraph mentioned above. SECTION 27 – (...) SECTION 27 – (...) Change to paragraphs 5 and 6 of Section 27 of the Bylaws of the Company to adjust it to the PARAGRAPH 5 ‐ At least twenty percent PARAGRAPH 56 ‐ At least two (2) or twenty requirements set forth in the New NM (20%) of the directors will be Independent percent (20%), whichever is higher, of the Regulations. Directors, as defined in the Novo Mercado directors will be Independent Directors, as Regulations and expressly acknowledged as defined in the Novo Mercado Regulations. and such in the minutes of the Shareholders’ expressly acknowledged as such in the minutes Meeting that elects such directors, provided, of tThe candidates for the Board of Directors further, that there shall be deemed will be determined as independent in the independent director(s) any director(s) elected Shareholders’ Meeting that elects themsuch under the permission in Section 141, Paragraph directors, and in the case there is a controlling 4 of Law No. 6,404/76, subject to the provision shareholder,provided, further, that there shall of Section 32, Paragraph 7 hereof. they will also be deemed independent director(s) any director(s) elected under the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 201 SECTION 27 – (...) SECTION 27 – (...) Inclusion of new Paragraph 4 due to the change described above, in order to set forth a rule to No corresponding text. PARAGRAPH 4 – Subject to the introduction regulate the authority and time of and paragraphs 1 and 2 of this Section, the determination of the number of members that number of members of the Board of Directors will compose the Board of Directors. in each term of office will be determined at the Shareholders’ Meeting whose agenda includes the election of members of the Board of Directors. SECTION 27 – (...) SECTION 27 – (...) Renumbering of Paragraph 4 (renumbered Paragraph 5) of Section 27 of the Bylaws of the PARAGRAPH 4 – (...) PARAGRAPH 45 – (...) Company as a result of the inclusion of the new paragraph mentioned above. SECTION 27 – (...) SECTION 27 – (...) Change to paragraphs 5 and 6 of Section 27 of the Bylaws of the Company to adjust it to the PARAGRAPH 5 ‐ At least twenty percent PARAGRAPH 56 ‐ At least two (2) or twenty requirements set forth in the New NM (20%) of the directors will be Independent percent (20%), whichever is higher, of the Regulations. Directors, as defined in the Novo Mercado directors will be Independent Directors, as Regulations and expressly acknowledged as defined in the Novo Mercado Regulations. and such in the minutes of the Shareholders’ expressly acknowledged as such in the minutes Meeting that elects such directors, provided, of tThe candidates for the Board of Directors further, that there shall be deemed will be determined as independent in the independent director(s) any director(s) elected Shareholders’ Meeting that elects themsuch under the permission in Section 141, Paragraph directors, and in the case there is a controlling 4 of Law No. 6,404/76, subject to the provision shareholder,provided, further, that there shall of Section 32, Paragraph 7 hereof. they will also be deemed independent director(s) any director(s) elected under the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
202 permission in if elected pursuant to Section 141, Paragraph 4 of Law No. 6,404/76, subject to the PARAGRAPH 6 ‐ Where compliance with the provision of Section 32, Paragraph 7 hereof. percentage in the preceding Paragraph would entail a fractional number of directors, the PARAGRAPH 67 ‐ Where compliance with the rounding procedure set forth in the Novo percentage in If the calculation of the Mercado Regulations will be adopted. percentage referred to in the preceding Paragraph results in a fractional number of directors, the rounding procedure set forth in the Novo Mercado Regulations will be adopted this percentage will be rounded up to the next whole number. SECTION 28 ‐ The Board of Directors will have SECTION 28 ‐ The Board of Directors will have Change to Section 28 to improve wording and a Chairman and a Vice Chairman, who will be a Chairman and a Vice Chairman, who will be avoid controversy. selected by the Shareholders’ Meeting shortly selected elected by the Shareholders’ Meeting after election of the Board members. shortly after election of the Board members. SECTION 29 – (...) SECTION 29 – (...) Change to item I of Section 29 to alter the rule applicable to the events of impediment or I. Except as provided in items IV, V and VI I. except as provided in items IV, V and VI vacancy in the Board of Directors. below, in the event of impediment or vacancy below, in the event of impediment or vacancy with respect to any office of director, the with respect to any office of director, the remaining members of the Board of Directors remaining members of up to two directors, the will appoint a substitute that will serve until Board of Directors will continue to be the next Shareholders’ Meeting, at which time composed of the remaining members until the a replacement will be elected; end of their terms of office or, at the discretion of the Board of Directors, the remaining members of the Board of Directors will appoint This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 202 permission in if elected pursuant to Section 141, Paragraph 4 of Law No. 6,404/76, subject to the PARAGRAPH 6 ‐ Where compliance with the provision of Section 32, Paragraph 7 hereof. percentage in the preceding Paragraph would entail a fractional number of directors, the PARAGRAPH 67 ‐ Where compliance with the rounding procedure set forth in the Novo percentage in If the calculation of the Mercado Regulations will be adopted. percentage referred to in the preceding Paragraph results in a fractional number of directors, the rounding procedure set forth in the Novo Mercado Regulations will be adopted this percentage will be rounded up to the next whole number. SECTION 28 ‐ The Board of Directors will have SECTION 28 ‐ The Board of Directors will have Change to Section 28 to improve wording and a Chairman and a Vice Chairman, who will be a Chairman and a Vice Chairman, who will be avoid controversy. selected by the Shareholders’ Meeting shortly selected elected by the Shareholders’ Meeting after election of the Board members. shortly after election of the Board members. SECTION 29 – (...) SECTION 29 – (...) Change to item I of Section 29 to alter the rule applicable to the events of impediment or I. Except as provided in items IV, V and VI I. except as provided in items IV, V and VI vacancy in the Board of Directors. below, in the event of impediment or vacancy below, in the event of impediment or vacancy with respect to any office of director, the with respect to any office of director, the remaining members of the Board of Directors remaining members of up to two directors, the will appoint a substitute that will serve until Board of Directors will continue to be the next Shareholders’ Meeting, at which time composed of the remaining members until the a replacement will be elected; end of their terms of office or, at the discretion of the Board of Directors, the remaining members of the Board of Directors will appoint This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
203 a the substitute(s) that will serve until the next Shareholders’ Meeting, at which time a the replacement(s) will be elected. In the event of vacancy with respect to more than two directors will appoint a substitute that will serve until the next, the following rules apply: (x) if the vacancy does not refer to the majority of positions, the other members of the Board of Directors may call a Shareholders’ Meeting to elect the substitute(s) or directly appoint the substitute(s), and no more than two seats in the Board of Directors can remain vacant; (y) if the vacancy refers to the majority of positions, a Shareholders’ Meeting, at which time a replacement will be elected must be called to elect their substitutes. In all cases, substitutes must serve for the remaining terms of office of the directors they replaced; SECTION 29 – (...) SECTION 29 – (...) Change to item VI of Section 29 to improve wording and avoid controversy. VI. In the event of a vacancy with respect to VI. In the event of a cumulative vacancy with both an acting and an alternate director respect to both an acting and an alternate referred to in Paragraphs 1 and 2 of Section 27, director referred to in Paragraphs 1 and 2 of the Board will promptly call a Shareholders’ Section 27, the Board will promptly call a Meeting to fill the vacant positions. Shareholders’ Meeting to fill the vacant positions. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 203 a the substitute(s) that will serve until the next Shareholders’ Meeting, at which time a the replacement(s) will be elected. In the event of vacancy with respect to more than two directors will appoint a substitute that will serve until the next, the following rules apply: (x) if the vacancy does not refer to the majority of positions, the other members of the Board of Directors may call a Shareholders’ Meeting to elect the substitute(s) or directly appoint the substitute(s), and no more than two seats in the Board of Directors can remain vacant; (y) if the vacancy refers to the majority of positions, a Shareholders’ Meeting, at which time a replacement will be elected must be called to elect their substitutes. In all cases, substitutes must serve for the remaining terms of office of the directors they replaced; SECTION 29 – (...) SECTION 29 – (...) Change to item VI of Section 29 to improve wording and avoid controversy. VI. In the event of a vacancy with respect to VI. In the event of a cumulative vacancy with both an acting and an alternate director respect to both an acting and an alternate referred to in Paragraphs 1 and 2 of Section 27, director referred to in Paragraphs 1 and 2 of the Board will promptly call a Shareholders’ Section 27, the Board will promptly call a Meeting to fill the vacant positions. Shareholders’ Meeting to fill the vacant positions. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
204 SECTION 30 – (...) SECTION 30 – (...) Change to Paragraph 3 of Section 30 to avoid controversy regarding the rules of the PARAGRAPH 3 – With regard to the election PARAGRAPH 3 – With regard to the election nomination of candidates. of the members of the Board of Directors as of the members of the Board of Directors contemplated in Paragraph 3 of Section 27 pursuant to Paragraph 3 of Section 27, hereof, and irrespective of the election regardless of the election process to be adopted mechanism to be adopted (Section 31 or Section (Section 31 or Section 32), any shareholder that 32), any shareholder that wishes to nominate a wishes to nominate a slate of candidates, in the candidate that is not a Board member must event of election by slate of candidates, or one give written notice to the Company no later candidate, in the event of the adoption of the than ten days prior to the relevant multiple voting process, that is not a member Shareholders’ Meeting, indicating the name, of the Board of Directors or the slate of qualifications and professional résumé of each candidates appointed by the Board of Directors such person, together with a consent signed by shall notify the Company of this in writing, the candidate agreeing to run for office. At within 10 days before the occurrence of the least eight days prior to the Shareholders’ Shareholders’ Meeting, indicating the name, Meeting, the Company will publish a notice to qualifications and professional résumé of each the shareholders indicating the place where one and attaching to the notification a they may obtain a list of all candidates certificate signed by the candidate attesting proposed according to this Paragraph and a his/her acceptance to run for office. The copy of their qualifications and professional Company will publish up to eight days before résumés. the date of the Shareholders’ Meetings, an announcement informing the shareholders the location where they may obtain the list of all the candidates proposed in the terms of this Paragraph and a copy of his or her qualifications and professional résumés. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 204 SECTION 30 – (...) SECTION 30 – (...) Change to Paragraph 3 of Section 30 to avoid controversy regarding the rules of the PARAGRAPH 3 – With regard to the election PARAGRAPH 3 – With regard to the election nomination of candidates. of the members of the Board of Directors as of the members of the Board of Directors contemplated in Paragraph 3 of Section 27 pursuant to Paragraph 3 of Section 27, hereof, and irrespective of the election regardless of the election process to be adopted mechanism to be adopted (Section 31 or Section (Section 31 or Section 32), any shareholder that 32), any shareholder that wishes to nominate a wishes to nominate a slate of candidates, in the candidate that is not a Board member must event of election by slate of candidates, or one give written notice to the Company no later candidate, in the event of the adoption of the than ten days prior to the relevant multiple voting process, that is not a member Shareholders’ Meeting, indicating the name, of the Board of Directors or the slate of qualifications and professional résumé of each candidates appointed by the Board of Directors such person, together with a consent signed by shall notify the Company of this in writing, the candidate agreeing to run for office. At within 10 days before the occurrence of the least eight days prior to the Shareholders’ Shareholders’ Meeting, indicating the name, Meeting, the Company will publish a notice to qualifications and professional résumé of each the shareholders indicating the place where one and attaching to the notification a they may obtain a list of all candidates certificate signed by the candidate attesting proposed according to this Paragraph and a his/her acceptance to run for office. The copy of their qualifications and professional Company will publish up to eight days before résumés. the date of the Shareholders’ Meetings, an announcement informing the shareholders the location where they may obtain the list of all the candidates proposed in the terms of this Paragraph and a copy of his or her qualifications and professional résumés. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
205 SECTION 31 – Except as provided in Section SECTION 31 – Except as provided in Section Change to the introduction of Section 31 and 32 hereof, election of Board members as 32 hereof, election of members of the Board of Paragraph 1 to improve wording and avoid contemplated in Paragraph 3 of Section 27 will Directors as contemplated in Paragraph 3 of controversy. be conducted according to a slate system, Section 27 will be conducted according to a whereby no vote may be cast for an individual slate system, whereby no vote may be cast for candidate. an individual candidate. PARAGRAPH 1 – In the case of an election as PARAGRAPH 1 – In the case of an election as referred to in this Section 31, the Board of referred to in this Section 31, the Board of Directors will nominate a slate, provided Directors will nominate a slate of candidates, further that the management of the Company, provided further that the management of the no later than 30 days prior to the date Company, no later than 30 days prior to the scheduled for the Shareholders’ Meeting, will date scheduled for the Shareholders’ Meeting, send to the Stock Exchange, will post on the willsend to the Stock Exchange stock exchange, Company’s website and will make available to will post on the Company’s website and will the shareholders at the Company’s principal make available to the shareholders at the place of business a document containing the Company’s principal place of business a names and other particulars and résumés of the document containing the names and other candidates for the positions of acting Board particulars and résumés of the candidates for members comprising the slate referred to in the positions of acting Board members this Paragraph. comprising the slate referred to in this Paragraph. SECTION 31 – (...) SECTION 31 – (...) Change to sub item “b” and ʺcʺ of Paragraph 2 of Section 31 to make clear the information that This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 205 SECTION 31 – Except as provided in Section SECTION 31 – Except as provided in Section Change to the introduction of Section 31 and 32 hereof, election of Board members as 32 hereof, election of members of the Board of Paragraph 1 to improve wording and avoid contemplated in Paragraph 3 of Section 27 will Directors as contemplated in Paragraph 3 of controversy. be conducted according to a slate system, Section 27 will be conducted according to a whereby no vote may be cast for an individual slate system, whereby no vote may be cast for candidate. an individual candidate. PARAGRAPH 1 – In the case of an election as PARAGRAPH 1 – In the case of an election as referred to in this Section 31, the Board of referred to in this Section 31, the Board of Directors will nominate a slate, provided Directors will nominate a slate of candidates, further that the management of the Company, provided further that the management of the no later than 30 days prior to the date Company, no later than 30 days prior to the scheduled for the Shareholders’ Meeting, will date scheduled for the Shareholders’ Meeting, send to the Stock Exchange, will post on the willsend to the Stock Exchange stock exchange, Company’s website and will make available to will post on the Company’s website and will the shareholders at the Company’s principal make available to the shareholders at the place of business a document containing the Company’s principal place of business a names and other particulars and résumés of the document containing the names and other candidates for the positions of acting Board particulars and résumés of the candidates for members comprising the slate referred to in the positions of acting Board members this Paragraph. comprising the slate referred to in this Paragraph. SECTION 31 – (...) SECTION 31 – (...) Change to sub item “b” and ʺcʺ of Paragraph 2 of Section 31 to make clear the information that This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
206 PARAGRAPH 2 – Any other shareholder or PARAGRAPH 2 – Any other shareholder or should be included in the possible group of shareholders may propose another group of shareholders may propose another communication of a shareholder with a slate for the Board of Directors, subject to the slate for the Board of Directors, subject to the proposal for another slate. following rules: following rules: (…) (…) b) the notice should contain the information b) the notice should contain indicate the names and documents mentioned in Paragraph 3 of of the candidates for the slate and, for members Section 30, with an indication of the members; who arewill not be members of the Board of Directors or members of the slate indicated by the Board of Directors, the notice should indicate the respective qualification and professional résumés, executed instrument certifying acceptance to run in the election, as well as the other information and documents mentioned in Paragraph 3 of Section 30, with an indication of the members required by applicable law; c) no later than eight days prior to the date of the Shareholders’ Meeting, the Company will c) up to eight days before the date of the publish a notice informing the place where the Shareholders’ Meeting, the Company will shareholders may obtain a copy of the publish a notice informing the place where the proposed slate, such notice to be posted on the shareholders may obtain a copy of the Company’s website as well. proposed slate and a copy of the qualification and professional résumés of the candidates, such notice to be posted on the Company’s website as well. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 206 PARAGRAPH 2 – Any other shareholder or PARAGRAPH 2 – Any other shareholder or should be included in the possible group of shareholders may propose another group of shareholders may propose another communication of a shareholder with a slate for the Board of Directors, subject to the slate for the Board of Directors, subject to the proposal for another slate. following rules: following rules: (…) (…) b) the notice should contain the information b) the notice should contain indicate the names and documents mentioned in Paragraph 3 of of the candidates for the slate and, for members Section 30, with an indication of the members; who arewill not be members of the Board of Directors or members of the slate indicated by the Board of Directors, the notice should indicate the respective qualification and professional résumés, executed instrument certifying acceptance to run in the election, as well as the other information and documents mentioned in Paragraph 3 of Section 30, with an indication of the members required by applicable law; c) no later than eight days prior to the date of the Shareholders’ Meeting, the Company will c) up to eight days before the date of the publish a notice informing the place where the Shareholders’ Meeting, the Company will shareholders may obtain a copy of the publish a notice informing the place where the proposed slate, such notice to be posted on the shareholders may obtain a copy of the Company’s website as well. proposed slate and a copy of the qualification and professional résumés of the candidates, such notice to be posted on the Company’s website as well. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
207 SECTION 32 – In connection with the election SECTION 32 – In connection with the election Change to the introduction of Section 32, sub of the members of the Board of Directors as of the members of the Board of Directors as items a and b of Paragraph 2 and sub item b of contemplated in Paragraph 3 of Section 27, the contemplated in Paragraph 3 of Section 27, the Paragraph 3 to improve wording and avoid 3 shareholders representing at least 5% of the shareholders representing at least 5% of the controversy , reflecting that the minimum capital stock will be free to request adoption of voting capital stock will be free to request percentage takes into account the voting the cumulative voting method, no later than 48 adoption of the cumulative voting method, no capital, as well as identifying the information hours prior to the date of the Shareholders’ later than 48 hours prior to the date of the of the nominee indicated by the shareholder Meeting. Shareholders’ Meeting. that must be provided. PARAGRAPH 2 – (...) PARAGRAPH 2 – (...) a) firstly, a calculation will be made of the a) firstly, a calculation will be made of the number of votes that each shareholder may number of votes that each shareholder may cast cast according to the provision of item I of according to the provision of item I of Section Section 14, ascribing to each share that does not 14, ascribing to each share that does not exceed exceed 5% of the total of the shares of the 5% of the total of the shares of the Company’s Company’s capital stock as many votes as capital stock as many votes as correspond to correspond to the number of members of the the number of members of the Board of Board of Directors to be elected; Directors to be elected; b) if the aggregate votes of the Foreign b) if the aggregate votes of the Foreign Shareholders exceed 2/3 of the aggregate votes Shareholders exceed 2/3 of the aggregate votes of the Brazilian Shareholders, then a of the Brazilian Shareholders, then a percentage reduction factor will be applied to percentage reduction factor will be applied to the votes of each Foreign Shareholder so as to the votes of each Foreign Shareholder so as to 3 Not affected by the translation into English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 207 SECTION 32 – In connection with the election SECTION 32 – In connection with the election Change to the introduction of Section 32, sub of the members of the Board of Directors as of the members of the Board of Directors as items a and b of Paragraph 2 and sub item b of contemplated in Paragraph 3 of Section 27, the contemplated in Paragraph 3 of Section 27, the Paragraph 3 to improve wording and avoid 3 shareholders representing at least 5% of the shareholders representing at least 5% of the controversy , reflecting that the minimum capital stock will be free to request adoption of voting capital stock will be free to request percentage takes into account the voting the cumulative voting method, no later than 48 adoption of the cumulative voting method, no capital, as well as identifying the information hours prior to the date of the Shareholders’ later than 48 hours prior to the date of the of the nominee indicated by the shareholder Meeting. Shareholders’ Meeting. that must be provided. PARAGRAPH 2 – (...) PARAGRAPH 2 – (...) a) firstly, a calculation will be made of the a) firstly, a calculation will be made of the number of votes that each shareholder may number of votes that each shareholder may cast cast according to the provision of item I of according to the provision of item I of Section Section 14, ascribing to each share that does not 14, ascribing to each share that does not exceed exceed 5% of the total of the shares of the 5% of the total of the shares of the Company’s Company’s capital stock as many votes as capital stock as many votes as correspond to correspond to the number of members of the the number of members of the Board of Board of Directors to be elected; Directors to be elected; b) if the aggregate votes of the Foreign b) if the aggregate votes of the Foreign Shareholders exceed 2/3 of the aggregate votes Shareholders exceed 2/3 of the aggregate votes of the Brazilian Shareholders, then a of the Brazilian Shareholders, then a percentage reduction factor will be applied to percentage reduction factor will be applied to the votes of each Foreign Shareholder so as to the votes of each Foreign Shareholder so as to 3 Not affected by the translation into English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
208 make them compliant with the limit in item II make them compliant with the limit in item II of Section 14. of Section 14. PARAGRAPH 3 – (...) PARAGRAPH 3 – (...) b) a candidate that is nominated by any b) a candidate that is nominated by any shareholder but is not a member of the Board shareholder and is not a member of the Board of Directors, pursuant to Paragraph 3 of Section of Directors, pursuant to Paragraph 3 of Section 30. 30the proposed slate must send his or her qualifications and professional résumé, the executed instrument certifying his or her acceptance to run in the election and other information and documents required by applicable regulations. SECTION 33 – (...) SECTION 33 – (...) Change to items XVI and XVII of Section 33 to improve the corporate governance structure of XVI. To approve the formation and closing XVI. To approve the formation and closing the Company. down of companies, and the holding by the down of companies anddirectly or indirectly Company of an ownership interest in other controlled companies, affiliates, consortiums, companies or undertakings of any kind joint ventures and/or any entities of any nature, whatsoever, in Brazil or abroad; as well as the direct holding by the Company of an ownership interest in other companies or undertakings of any kind whatsoever, in Brazil or abroad, and the sale of such ownership interest; XVII. To authorize the Company to extend XVII. To authorize the Company to extend financing and/or offer security or guarantee to financing and/or offer security or guarantee This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 208 make them compliant with the limit in item II make them compliant with the limit in item II of Section 14. of Section 14. PARAGRAPH 3 – (...) PARAGRAPH 3 – (...) b) a candidate that is nominated by any b) a candidate that is nominated by any shareholder but is not a member of the Board shareholder and is not a member of the Board of Directors, pursuant to Paragraph 3 of Section of Directors, pursuant to Paragraph 3 of Section 30. 30the proposed slate must send his or her qualifications and professional résumé, the executed instrument certifying his or her acceptance to run in the election and other information and documents required by applicable regulations. SECTION 33 – (...) SECTION 33 – (...) Change to items XVI and XVII of Section 33 to improve the corporate governance structure of XVI. To approve the formation and closing XVI. To approve the formation and closing the Company. down of companies, and the holding by the down of companies anddirectly or indirectly Company of an ownership interest in other controlled companies, affiliates, consortiums, companies or undertakings of any kind joint ventures and/or any entities of any nature, whatsoever, in Brazil or abroad; as well as the direct holding by the Company of an ownership interest in other companies or undertakings of any kind whatsoever, in Brazil or abroad, and the sale of such ownership interest; XVII. To authorize the Company to extend XVII. To authorize the Company to extend financing and/or offer security or guarantee to financing and/or offer security or guarantee This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
209 third parties, with due regard for the obtain any loans and borrowings, incur provisions of item XII of Section 39 below; indebtedness, assume debt, provide guarantees, including, for example, suretyship, expense, advance or credit offer in benefit of third parties, with due regard for without prejudice to the provisions of item XIIXI of Section 39,41 below; SECTION 33 – (...) SECTION 33 – (...) Inclusion of a new item XVIII in Section 33, due to the transfer of authority to the Board of No corresponding text. XVIII. To open and close operating units of the Directors. Company; SECTION 33 – (...) SECTION 33 – (...) Change to current item XVIII (renumbered item XIX) of Section 33 of the Bylaws of the XVIII. To approve the compensation and XIX. XVIII. To approve the policythe following Company to adjust it to the requirements set human resources policies of the Company, policies: (i) appointment of members of the forth in the New NM Regulations. including criteria for compensation, rights and board of directors, its advisory committees and benefits; statutory board of executive officers; (ii) risk management; (iii) related party transactions; (iv) securities trading; and (v) compensation and human resources policies of the Company, including criteria for compensation, rights and benefits; SECTION 33 – (...) SECTION 33 – (...) Exclusion of item XXII and change in item XXIII of Section 33 of the Bylaws of the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 209 third parties, with due regard for the obtain any loans and borrowings, incur provisions of item XII of Section 39 below; indebtedness, assume debt, provide guarantees, including, for example, suretyship, expense, advance or credit offer in benefit of third parties, with due regard for without prejudice to the provisions of item XIIXI of Section 39,41 below; SECTION 33 – (...) SECTION 33 – (...) Inclusion of a new item XVIII in Section 33, due to the transfer of authority to the Board of No corresponding text. XVIII. To open and close operating units of the Directors. Company; SECTION 33 – (...) SECTION 33 – (...) Change to current item XVIII (renumbered item XIX) of Section 33 of the Bylaws of the XVIII. To approve the compensation and XIX. XVIII. To approve the policythe following Company to adjust it to the requirements set human resources policies of the Company, policies: (i) appointment of members of the forth in the New NM Regulations. including criteria for compensation, rights and board of directors, its advisory committees and benefits; statutory board of executive officers; (ii) risk management; (iii) related party transactions; (iv) securities trading; and (v) compensation and human resources policies of the Company, including criteria for compensation, rights and benefits; SECTION 33 – (...) SECTION 33 – (...) Exclusion of item XXII and change in item XXIII of Section 33 of the Bylaws of the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
210 XXII. To define the list of three expert firms XXII. To define the list of three expert firms Company to adjust it to the requirements set from which the Shareholders’ Meeting will from which the Shareholders’ Meeting will forth in the New NM Regulations. select the firm that will make an economic select the firm that will make an economic appraisal of the Company and will prepare the appraisal of the Company and will prepare the required report, in those cases mentioned in required report, in those cases mentioned in Articles VII and VIII hereof; Articles VII and VIII hereof; (...) (...) XXIII. To issue a prior favorable or unfavorable XXIII. XXIV. To issue a prior favorable or opinion with respect to any tender offer for the unfavorable opinion with respect to any tender shares of the capital stock of the Company, as offer for the shares of the capital stock of the expressed in a well‐reasoned report to be Company, as expressed in a well‐reasoned issued no later than 15 days after publication of report to be issued no later than 15 days after the notice for such tender offer, covering at publication of the notice for such tender offer, least (i) the convenience and timeliness of the covering at least (i) the convenience and tender offer in light of the common interests of timeliness of the tender offer in light of the the shareholders and the liquidity of their interests of the Company and the interests of securities; (ii) the impact of the tender offer on shareholders and the liquidity of their the interests of the Company; (iii) the strategic securities; (ii) the impact of the tender offer on plans announced by the offeror with respect to the interests of the Company;, including in the Company; (iv) other matters that the Board connection with the price and potential impacts of Directors deems relevant, as well as any on the liquidity of the shares; (ii) the strategic information required by the applicable rules plans announced by the offeror with respect to issued by CVM; the Company; (iii) alternatives in the market to the acceptance of the tender offer; and (iv) other matters that the Board of Directors deems relevant, as well as any information This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 210 XXII. To define the list of three expert firms XXII. To define the list of three expert firms Company to adjust it to the requirements set from which the Shareholders’ Meeting will from which the Shareholders’ Meeting will forth in the New NM Regulations. select the firm that will make an economic select the firm that will make an economic appraisal of the Company and will prepare the appraisal of the Company and will prepare the required report, in those cases mentioned in required report, in those cases mentioned in Articles VII and VIII hereof; Articles VII and VIII hereof; (...) (...) XXIII. To issue a prior favorable or unfavorable XXIII. XXIV. To issue a prior favorable or opinion with respect to any tender offer for the unfavorable opinion with respect to any tender shares of the capital stock of the Company, as offer for the shares of the capital stock of the expressed in a well‐reasoned report to be Company, as expressed in a well‐reasoned issued no later than 15 days after publication of report to be issued no later than 15 days after the notice for such tender offer, covering at publication of the notice for such tender offer, least (i) the convenience and timeliness of the covering at least (i) the convenience and tender offer in light of the common interests of timeliness of the tender offer in light of the the shareholders and the liquidity of their interests of the Company and the interests of securities; (ii) the impact of the tender offer on shareholders and the liquidity of their the interests of the Company; (iii) the strategic securities; (ii) the impact of the tender offer on plans announced by the offeror with respect to the interests of the Company;, including in the Company; (iv) other matters that the Board connection with the price and potential impacts of Directors deems relevant, as well as any on the liquidity of the shares; (ii) the strategic information required by the applicable rules plans announced by the offeror with respect to issued by CVM; the Company; (iii) alternatives in the market to the acceptance of the tender offer; and (iv) other matters that the Board of Directors deems relevant, as well as any information This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
211 required by the applicable rules issued by CVM; SECTION 33 – (...) SECTION 33 – (...) Inclusion of item XXVI in Section 33 due to the attribution of authority to the Board of No corresponding text. XXVII. To elect the members of statutory Directors. advisory committees of the Board of Directors and their respective coordinators, and approve the internal regulations of the statutory advisory committees of the Board of Directors; SECTION 33 – (...) SECTION 33 – (...) Inclusion of item XXVII in Section 33 to improve the corporate governance structure of No corresponding text. XXVIII. To authorize the Company to obtain the Company. any loans and borrowings, incur indebtedness, assume debt, provide guarantees, including suretyship, expense, advance or credit offer in benefit of its controlled companies, special purpose companies and other companies that are directly or indirectly controlled by the Company, duly consolidated in its financial statements, in an amount above one percent (1%) of the Company’s Shareholder’s Equity recorded in the last consolidated financial statements of the Company and disclosed before the date of the relevant resolution taken by the Board of Directors, through the Standardized Financial Statements Form (Formulário Demonstrações Financeiras This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 211 required by the applicable rules issued by CVM; SECTION 33 – (...) SECTION 33 – (...) Inclusion of item XXVI in Section 33 due to the attribution of authority to the Board of No corresponding text. XXVII. To elect the members of statutory Directors. advisory committees of the Board of Directors and their respective coordinators, and approve the internal regulations of the statutory advisory committees of the Board of Directors; SECTION 33 – (...) SECTION 33 – (...) Inclusion of item XXVII in Section 33 to improve the corporate governance structure of No corresponding text. XXVIII. To authorize the Company to obtain the Company. any loans and borrowings, incur indebtedness, assume debt, provide guarantees, including suretyship, expense, advance or credit offer in benefit of its controlled companies, special purpose companies and other companies that are directly or indirectly controlled by the Company, duly consolidated in its financial statements, in an amount above one percent (1%) of the Company’s Shareholder’s Equity recorded in the last consolidated financial statements of the Company and disclosed before the date of the relevant resolution taken by the Board of Directors, through the Standardized Financial Statements Form (Formulário Demonstrações Financeiras This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
212 Padronizadas – DFP) or Quarterly Information Form (Formulário de Informações Trimestrais – ITR), whichever is more recent; and SECTION 33 – (...) XXIX. To pass a resolution on the execution of Inclusion of item XXVIII in Section 33 to indemnity agreements (acordos de indenidade) attribute to the Board of Directors the power to No corresponding text. by the Company, as well as the establishment pass resolutions on the execution, by the of the policy applicable to such indemnity Company, of indemnity agreements and any agreements (acordos de indenidade), pursuant to policies applicable to these agreements. Section 66. SECTION 33 – (...) SECTION 33 – (...) Renumbering of items due to the inclusion of items XVIII and exclusion of item XXII, as per Items XVIII to XXI of Section 33 Items XIX to XVI of Section 33 changes described above. SECTION 33 – (...) SECTION 33 – (...) Change to Paragraph 2 of Section 33 due to the renumbering of sections resulting from the PARAGRAPH 2 ‐ Subject to any limitations PARAGRAPH 2 ‐ Subject to any limitations inclusion of new ones. imposed by the Shareholders’ Meeting, it will imposed by the Shareholders’ Meeting, it will be incumbent on the Board of Directors to fix be incumbent on the Board of Directors to fix the compensation of each director, each the compensation of each director, each executive officer and each committee member executive officer and each committee member (Sections 34 and 35), taking into account their (Sections 34 and 35to 37), taking into account responsibilities, the time devoted to their their responsibilities, the time devoted to their duties, their skills, their professional reputation duties, their skills, their professional reputation and the market value of their services. and the market value of their services. SECTION 34 ‐ The Board of Directors will SECTION 34 ‐ The Board of Directors will Change to Section 34, introduction and appoint a standing Strategies Committee, a appoint a standing Strategy Committee, a Paragraphs 1 3 (paragraph 2, due to the standing Human Resources Committee and a standing Human ResourcesPersonnel and renumbering of sections) to (i) change the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 212 Padronizadas – DFP) or Quarterly Information Form (Formulário de Informações Trimestrais – ITR), whichever is more recent; and SECTION 33 – (...) XXIX. To pass a resolution on the execution of Inclusion of item XXVIII in Section 33 to indemnity agreements (acordos de indenidade) attribute to the Board of Directors the power to No corresponding text. by the Company, as well as the establishment pass resolutions on the execution, by the of the policy applicable to such indemnity Company, of indemnity agreements and any agreements (acordos de indenidade), pursuant to policies applicable to these agreements. Section 66. SECTION 33 – (...) SECTION 33 – (...) Renumbering of items due to the inclusion of items XVIII and exclusion of item XXII, as per Items XVIII to XXI of Section 33 Items XIX to XVI of Section 33 changes described above. SECTION 33 – (...) SECTION 33 – (...) Change to Paragraph 2 of Section 33 due to the renumbering of sections resulting from the PARAGRAPH 2 ‐ Subject to any limitations PARAGRAPH 2 ‐ Subject to any limitations inclusion of new ones. imposed by the Shareholders’ Meeting, it will imposed by the Shareholders’ Meeting, it will be incumbent on the Board of Directors to fix be incumbent on the Board of Directors to fix the compensation of each director, each the compensation of each director, each executive officer and each committee member executive officer and each committee member (Sections 34 and 35), taking into account their (Sections 34 and 35to 37), taking into account responsibilities, the time devoted to their their responsibilities, the time devoted to their duties, their skills, their professional reputation duties, their skills, their professional reputation and the market value of their services. and the market value of their services. SECTION 34 ‐ The Board of Directors will SECTION 34 ‐ The Board of Directors will Change to Section 34, introduction and appoint a standing Strategies Committee, a appoint a standing Strategy Committee, a Paragraphs 1 3 (paragraph 2, due to the standing Human Resources Committee and a standing Human ResourcesPersonnel and renumbering of sections) to (i) change the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
213 standing Audit and Risks Committee, each Governance Committee and a standing Audit, name of the Human Resources Committee to composed of up to five members, having no and Risk and Ethics Committee, each Personnel and Governance Committee, decision‐making or managerial authority, in composed of up to five members, having no (ii) exclude the appointment of members of the order to assist the Board in the performance of decision‐making or managerial authority, in Board of Executive Officers for the advisory its functions. order to assist the Board in the performance of committees of the Board of Directors, its functions. (iii) include that the Strategy Committee and the Personnel and Governance Committee will PARAGRAPH 1 ‐ The members of the Board of PARAGRAPH 1 ‐ The members of the Strategy comprise up to five members, who must be Directors and the Board of Executive Officers Committee and Human Resources independent members of the Board of of the Company may serve on the Strategies or Committeethe Personnel and Governance Directors. the Human Resources Committees. Committee will comprise up to five members, most of whom must be independent members of the Board of Directors, or Board of Executive Officers of the Company. PARAGRAPH��2 ‐ In the event an executive PARAGRAPH 2 ‐ In the event an executive officer is appointed to serve on the Strategies officer is appointed to serve on the Strategies Committee and the Human Resources Committee and the Human Resources Committees, the executive officer who so Committees, the executive officer who so combines functions will only be entitled to combines functions will only be entitled to receive the compensation corresponding to the receive the compensation corresponding to the higher paying position. The directors higher paying position. appointed to serve on such committees and the PARAGRAPH 23 ‐ The members of the Board Audit and Risks Committee may combine the compensation for each position so held. of Directors appointed as members of these bodies and the Audit and, Risk and Ethics Committee may combine the compensation for each position so held. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 213 standing Audit and Risks Committee, each Governance Committee and a standing Audit, name of the Human Resources Committee to composed of up to five members, having no and Risk and Ethics Committee, each Personnel and Governance Committee, decision‐making or managerial authority, in composed of up to five members, having no (ii) exclude the appointment of members of the order to assist the Board in the performance of decision‐making or managerial authority, in Board of Executive Officers for the advisory its functions. order to assist the Board in the performance of committees of the Board of Directors, its functions. (iii) include that the Strategy Committee and the Personnel and Governance Committee will PARAGRAPH 1 ‐ The members of the Board of PARAGRAPH 1 ‐ The members of the Strategy comprise up to five members, who must be Directors and the Board of Executive Officers Committee and Human Resources independent members of the Board of of the Company may serve on the Strategies or Committeethe Personnel and Governance Directors. the Human Resources Committees. Committee will comprise up to five members, most of whom must be independent members of the Board of Directors, or Board of Executive Officers of the Company. PARAGRAPH 2 ‐ In the event an executive PARAGRAPH 2 ‐ In the event an executive officer is appointed to serve on the Strategies officer is appointed to serve on the Strategies Committee and the Human Resources Committee and the Human Resources Committees, the executive officer who so Committees, the executive officer who so combines functions will only be entitled to combines functions will only be entitled to receive the compensation corresponding to the receive the compensation corresponding to the higher paying position. The directors higher paying position. appointed to serve on such committees and the PARAGRAPH 23 ‐ The members of the Board Audit and Risks Committee may combine the compensation for each position so held. of Directors appointed as members of these bodies and the Audit and, Risk and Ethics Committee may combine the compensation for each position so held. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
214 SECTION 34 ‐ (...) SECTION 35 ‐ The Audit and Risks, Risk and Change to Paragraph 3 of Section 34 Ethics Committee, an advisory body to assist (transformed in Sections 35 and 36) of the PARAGRAPH 3 ‐ The Audit and Risks the Board of Directors, will perform the Bylaws of the Company to (i) adjust it to the Committee will perform the functions of an functions of an “Audit Committee” for the requirements set forth in the New NM “Audit Committee” for the purposes of U.S. purposes of U.S. legislation, particularly the Regulations, (ii) link the committee with the legislation, particularly the Sarbanes‐Oxley Sarbanes‐Oxley Act. Board of Directors, (iii) include that the Act. To this end, it will be incumbent on the aforementioned advisory committee mostly Audit and Risks Committee, in addition to the PARAGRAPH 1 ‐ Audit and Risks, Risk and comprise independent members of the Board duties assigned by Brazilian applicable Ethics Committee comprises at least three (3) of Directors and at least one external member, legislation and its internal regulations, to and no more than five (5) members, of whom (iv) include a definition of external members perform in the following functions: at least one (1) must be an independent and (v) establish the duties and responsibilities member of the Board of Directors, one (1) must of the committee members. be an External Member, pursuant to paragraph 3 of Section 37 of these Bylaws, one (1) must have acknowledged experience in corporate accounting matters, and the other members, if any, must be independent members or External Members. PARAGRAPH 2 ‐ One member of the Audit, Risk and Ethics Committee may meet both the requirements of being an independent member of the Board of Directors with acknowledged experience in corporate accounting matters, or being an External Member with acknowledged experience in corporate accounting matters. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 214 SECTION 34 ‐ (...) SECTION 35 ‐ The Audit and Risks, Risk and Change to Paragraph 3 of Section 34 Ethics Committee, an advisory body to assist (transformed in Sections 35 and 36) of the PARAGRAPH 3 ‐ The Audit and Risks the Board of Directors, will perform the Bylaws of the Company to (i) adjust it to the Committee will perform the functions of an functions of an “Audit Committee” for the requirements set forth in the New NM “Audit Committee” for the purposes of U.S. purposes of U.S. legislation, particularly the Regulations, (ii) link the committee with the legislation, particularly the Sarbanes‐Oxley Sarbanes‐Oxley Act. Board of Directors, (iii) include that the Act. To this end, it will be incumbent on the aforementioned advisory committee mostly Audit and Risks Committee, in addition to the PARAGRAPH 1 ‐ Audit and Risks, Risk and comprise independent members of the Board duties assigned by Brazilian applicable Ethics Committee comprises at least three (3) of Directors and at least one external member, legislation and its internal regulations, to and no more than five (5) members, of whom (iv) include a definition of external members perform in the following functions: at least one (1) must be an independent and (v) establish the duties and responsibilities member of the Board of Directors, one (1) must of the committee members. be an External Member, pursuant to paragraph 3 of Section 37 of these Bylaws, one (1) must have acknowledged experience in corporate accounting matters, and the other members, if any, must be independent members or External Members. PARAGRAPH 2 ‐ One member of the Audit, Risk and Ethics Committee may meet both the requirements of being an independent member of the Board of Directors with acknowledged experience in corporate accounting matters, or being an External Member with acknowledged experience in corporate accounting matters. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
215 PARAGRAPH 3 ‐ The activities of the coordinator of the Audit, Risk and Ethics Committee will be set forth in the committee’s internal regulations, approved by the Board of Directors. Paragraph 4 – The External Member of the Audit, Risk and Ethics Committee shall meet the following requirements: a) not be a member of the Board of Directors or Board of Executive Officers of the Company or its controlled companies; a) to make a recommendation to the b) have an upstanding reputation and Board of Directors as to the selection or extensive knowledge of the rules applicable to replacement of the independent publicly‐held companies, as well as the guiding auditors and their compensation; concepts and principles of the highest corporate governance level in the Brazilian b) to oversee the work of the independent capital market; auditors, and to pass on the engagement of the independent c) not be a spouse or relative to the second auditors to render other services to the degree of (1) members of the management of Company; the Company or its controlled companies or c) to take action and adopt measures as (2) individuals who are employees of the required to learn about and verify any Company or its controlled companies, to the claims involving matters related to extent that it compromises his or her independence as External Member; and This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 215 PARAGRAPH 3 ‐ The activities of the coordinator of the Audit, Risk and Ethics Committee will be set forth in the committee’s internal regulations, approved by the Board of Directors. Paragraph 4 – The External Member of the Audit, Risk and Ethics Committee shall meet the following requirements: a) not be a member of the Board of Directors or Board of Executive Officers of the Company or its controlled companies; a) to make a recommendation to the b) have an upstanding reputation and Board of Directors as to the selection or extensive knowledge of the rules applicable to replacement of the independent publicly‐held companies, as well as the guiding auditors and their compensation; concepts and principles of the highest corporate governance level in the Brazilian b) to oversee the work of the independent capital market; auditors, and to pass on the engagement of the independent c) not be a spouse or relative to the second auditors to render other services to the degree of (1) members of the management of Company; the Company or its controlled companies or c) to take action and adopt measures as (2) individuals who are employees of the required to learn about and verify any Company or its controlled companies, to the claims involving matters related to extent that it compromises his or her independence as External Member; and This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
216 financial statements, internal controls and independent auditing; and d) to mediate any conflicts and d) not hold positions in companies that may be controversies between the deemed a competitor of the Company or its management of the Company and the controlled companies, and not have, nor independent auditors. represent, interests that are conflicting with those of the Company or its controlled companies. Paragraph 5 – The External Member(s) of the Audit, Risk and Ethics Committee will have the same responsibilities and duties as the administrators, as provided in section 160 of Law 6.404/76, and will take office upon execution of the applicable deed of investiture, which will acknowledge the requirements for holding each position. SECTION 36 ‐ To this end, It is incumbent on the Audit and, Risk and Ethics Committee, in addition to the duties assigned by Brazilian applicable legislation and its internal regulations, to perform in the following functions: a) to make a recommendation to the Board of Directors as to the selection or replacement of This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 216 financial statements, internal controls and independent auditing; and d) to mediate any conflicts and d) not hold positions in companies that may be controversies between the deemed a competitor of the Company or its management of the Company and the controlled companies, and not have, nor independent auditors. represent, interests that are conflicting with those of the Company or its controlled companies. Paragraph 5 – The External Member(s) of the Audit, Risk and Ethics Committee will have the same responsibilities and duties as the administrators, as provided in section 160 of Law 6.404/76, and will take office upon execution of the applicable deed of investiture, which will acknowledge the requirements for holding each position. SECTION 36 ‐ To this end, It is incumbent on the Audit and, Risk and Ethics Committee, in addition to the duties assigned by Brazilian applicable legislation and its internal regulations, to perform in the following functions: a) to make a recommendation to the Board of Directors as to the selection or replacement of This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
217 the independent auditors and their compensation; b) to oversee the work of the independent auditors, and to pass on the engagement of the independent auditors to render other services to the Company; c) to take action and adopt measures as required to learn about and verify any claims involving matters related to financial statements, internal controls and independent auditing; and d) to mediate any conflicts and controversies between the management of the Company and the independent auditors. e) to review quarterly information, interim financial information and financial statements; f) to monitor the internal audit activities and the activities of the internal controls area of the Company; g) to review and monitor the Company’s risk exposure; This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 217 the independent auditors and their compensation; b) to oversee the work of the independent auditors, and to pass on the engagement of the independent auditors to render other services to the Company; c) to take action and adopt measures as required to learn about and verify any claims involving matters related to financial statements, internal controls and independent auditing; and d) to mediate any conflicts and controversies between the management of the Company and the independent auditors. e) to review quarterly information, interim financial information and financial statements; f) to monitor the internal audit activities and the activities of the internal controls area of the Company; g) to review and monitor the Company’s risk exposure; This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
218 h) to review, monitor and make recommendations to management regarding the correction or improvement of the Company’s internal policies, including the related party transactions policy; and i) to have the means to receive and treat information regarding non‐compliance with legal provisions and regulations applicable to the Company, in addition to internal regulations and codes, including provisions on specific procedures to protect providers of information and the confidentiality of information. PARAGRAPH 1 ‐ The Company must annually disclose a summary report prepared by the Audit, Risk and Ethics Committee, contemplating the meetings held and the main matters discussed, highlighting the recommendations made by such committee to the Board of Directors. PARAGRAPH 2 ‐ The officers of the Company and the officers of the Company’s controlled companies, controlling shareholder, if any, affiliates or companies under common control This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 218 h) to review, monitor and make recommendations to management regarding the correction or improvement of the Company’s internal policies, including the related party transactions policy; and i) to have the means to receive and treat information regarding non‐compliance with legal provisions and regulations applicable to the Company, in addition to internal regulations and codes, including provisions on specific procedures to protect providers of information and the confidentiality of information. PARAGRAPH 1 ‐ The Company must annually disclose a summary report prepared by the Audit, Risk and Ethics Committee, contemplating the meetings held and the main matters discussed, highlighting the recommendations made by such committee to the Board of Directors. PARAGRAPH 2 ‐ The officers of the Company and the officers of the Company’s controlled companies, controlling shareholder, if any, affiliates or companies under common control This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
219 cannot be members of the Audit, Risk and Ethics Committee. SECTION 35 ‐ The Board of Directors may SECTION 3537 ‐ The Board of Directors may Change to the introduction and Paragraphs 1 create advisory committees to assist the create advisory committees to assist the and 2 of current Section 35 (renumbered management of the Company, such management the Board of Directors of the Section 37) to (i) refer to the advisory committees to have limited, specific purposes Company, such committees to have limited, committees of the Board of Directors, and a defined duration. The Board of Directors specific purposes and a defined duration. The (ii) exclude the appointment of members of the will appoint the members of the advisory Board of Directors will appoint the members of Board of Executive Officers to the advisory committees and will fix their compensation, the advisory committees and will fix their committees of the Board of Directors, subject to the aggregate limit established by the compensation, subject to the aggregate limit (iii) include that these advisory committees Shareholders’ Meeting. established by the Shareholders’ Meeting. will comprise independent members of the Board of Directors. PARAGRAPH 1 ‐ The members of the Board of PARAGRAPH 1 ‐ The members of the Board of Directors and the Board of Executive Officers DirectorsThe advisory committees of the Board of the Company may serve on any advisory of Directors shall comprise mainly committee. independent members of the Board of Directors may serve on any advisory committee. PARAGRAPH 2 ‐ In the event an executive PARAGRAPH 2 ‐ In the event an executive officer is appointed to serve on an advisory officer is appointed to serve on an advisory committee, the executive officer who so committee, the executive officer who so combines functions will only be entitled to combines functions will only be entitled to receive the compensation corresponding to the receive the compensation corresponding to the higher paying position. The directors higher paying position. The directors appointed to serve on any such committee may appointed to serve on any such committee may This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 219 cannot be members of the Audit, Risk and Ethics Committee. SECTION 35 ‐ The Board of Directors may SECTION 3537 ‐ The Board of Directors may Change to the introduction and Paragraphs 1 create advisory committees to assist the create advisory committees to assist the and 2 of current Section 35 (renumbered management of the Company, such management the Board of Directors of the Section 37) to (i) refer to the advisory committees to have limited, specific purposes Company, such committees to have limited, committees of the Board of Directors, and a defined duration. The Board of Directors specific purposes and a defined duration. The (ii) exclude the appointment of members of the will appoint the members of the advisory Board of Directors will appoint the members of Board of Executive Officers to the advisory committees and will fix their compensation, the advisory committees and will fix their committees of the Board of Directors, subject to the aggregate limit established by the compensation, subject to the aggregate limit (iii) include that these advisory committees Shareholders’ Meeting. established by the Shareholders’ Meeting. will comprise independent members of the Board of Directors. PARAGRAPH 1 ‐ The members of the Board of PARAGRAPH 1 ‐ The members of the Board of Directors and the Board of Executive Officers DirectorsThe advisory committees of the Board of the Company may serve on any advisory of Directors shall comprise mainly committee. independent members of the Board of Directors may serve on any advisory committee. PARAGRAPH 2 ‐ In the event an executive PARAGRAPH 2 ‐ In the event an executive officer is appointed to serve on an advisory officer is appointed to serve on an advisory committee, the executive officer who so committee, the executive officer who so combines functions will only be entitled to combines functions will only be entitled to receive the compensation corresponding to the receive the compensation corresponding to the higher paying position. The directors higher paying position. The directors appointed to serve on any such committee may appointed to serve on any such committee may This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
220 combine the compensation for each position so combine the compensation for each position so held. held. PART II PART II BOARD OF EXECUTIVE OFFICERS BOARD OF EXECUTIVE OFFICERS SECTION 36 ‐ The Board of Executive Officers SECTION 3638 ‐ The Board of Executive Change to current Section 36 (renumbered will be composed of no less than four and no Officers will be composed of no less than four Section 38) and Paragraph 4 to improve more than eleven executive officers, one of and no more than eleven executive officers, one wording. whom will be Chief Executive Officer. All of whom will be Chief Executive Officer. All executive officers will serve for a term of two executive officers will serve for a term of two years, reelection being permitted. The titles and years, reelection being permitted. The titles and functions of each executive officer will be functions of each executive officer will be assigned by the Board of Directors, which will assigned by the Board of Directors, which will designate one officer to serve as the Investor designate one officer to serve as the Investor Relations Officer. (...) Relations Officer. (...) PARAGRAPH 4 ‐ In the event of a vacancy in PARAGRAPH 4 ‐ In the event of a vacancy in a position of executive officer such position will a position of executive officer, such position be filled on an interim basis by one of the will be filled on an interim basis by one of the remaining executive officers, as designated by remaining executive officers, as designated by the Chief Executive Officer. Such executive the Chief Executive Officer. Such executive officer will then combine the two positions and officer will then combine the two positions and will so serve until the next meeting of the Board will so serve until the next meeting of the Board of Directors. of Directors. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 220 combine the compensation for each position so combine the compensation for each position so held. held. PART II PART II BOARD OF EXECUTIVE OFFICERS BOARD OF EXECUTIVE OFFICERS SECTION 36 ‐ The Board of Executive Officers SECTION 3638 ‐ The Board of Executive Change to current Section 36 (renumbered will be composed of no less than four and no Officers will be composed of no less than four Section 38) and Paragraph 4 to improve more than eleven executive officers, one of and no more than eleven executive officers, one wording. whom will be Chief Executive Officer. All of whom will be Chief Executive Officer. All executive officers will serve for a term of two executive officers will serve for a term of two years, reelection being permitted. The titles and years, reelection being permitted. The titles and functions of each executive officer will be functions of each executive officer will be assigned by the Board of Directors, which will assigned by the Board of Directors, which will designate one officer to serve as the Investor designate one officer to serve as the Investor Relations Officer. (...) Relations Officer. (...) PARAGRAPH 4 ‐ In the event of a vacancy in PARAGRAPH 4 ‐ In the event of a vacancy in a position of executive officer such position will a position of executive officer, such position be filled on an interim basis by one of the will be filled on an interim basis by one of the remaining executive officers, as designated by remaining executive officers, as designated by the Chief Executive Officer. Such executive the Chief Executive Officer. Such executive officer will then combine the two positions and officer will then combine the two positions and will so serve until the next meeting of the Board will so serve until the next meeting of the Board of Directors. of Directors. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
221 SECTION 39 – (...) SECTION 3941 – (...) Exclusion of item V of current Section 39 (renumbered Section 41) due to the transfer of V. To create and terminate the operating units V. To create and terminate the operating units authority to the Board of Directors. of the Company; of the Company; SECTION 39 – (...) SECTION 3941 – (...) Change to items X and XII of current Section 39 (renumbered new items IX and XI of Section X. To propose to the Board of Directors the X. IX. To propose to the Board of Directors the 41) to improve the corporate governance organization and closing of controlled organization and closing of controlled structure of the Company. companies of the Company, in Brazil and companies of the Company, in Brazil and abroad; abroad;, and other acts set forth in Section 33, item XVI of these Bylaws; XII. XI. To authorize the Company to offer XII. To authorize the Company to offer security security or guaranty and to extend financing to or guaranty and to extend financing to its obtain any loans and borrowings, incur controlled companies, special purpose indebtedness, assume debt, provide companies and other companies directly or guarantees, including suretyship, expense, indirectly controlled by the Company, duly advance or credit offer in benefit of its consolidated with the Company in its financial controlled companies, special specific purpose statements; and (...) companies and other companies directly or indirectly controlled by the Company , duly consolidated with the Company in its financial statements, up to the amount of one percent (1%) of the Stockholders’ Equity recorded in the last consolidated financial statements of the Company and disclosed before the date of the relevant resolution taken by the Board of This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 221 SECTION 39 – (...) SECTION 3941 – (...) Exclusion of item V of current Section 39 (renumbered Section 41) due to the transfer of V. To create and terminate the operating units V. To create and terminate the operating units authority to the Board of Directors. of the Company; of the Company; SECTION 39 – (...) SECTION 3941 – (...) Change to items X and XII of current Section 39 (renumbered new items IX and XI of Section X. To propose to the Board of Directors the X. IX. To propose to the Board of Directors the 41) to improve the corporate governance organization and closing of controlled organization and closing of controlled structure of the Company. companies of the Company, in Brazil and companies of the Company, in Brazil and abroad; abroad;, and other acts set forth in Section 33, item XVI of these Bylaws; XII. XI. To authorize the Company to offer XII. To authorize the Company to offer security security or guaranty and to extend financing to or guaranty and to extend financing to its obtain any loans and borrowings, incur controlled companies, special purpose indebtedness, assume debt, provide companies and other companies directly or guarantees, including suretyship, expense, indirectly controlled by the Company, duly advance or credit offer in benefit of its consolidated with the Company in its financial controlled companies, special specific purpose statements; and (...) companies and other companies directly or indirectly controlled by the Company , duly consolidated with the Company in its financial statements, up to the amount of one percent (1%) of the Stockholders’ Equity recorded in the last consolidated financial statements of the Company and disclosed before the date of the relevant resolution taken by the Board of This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
222 Directors, through the Standardized Financial Statements Form (Formulário Demonstrações Financeiras Padronizadas) (DFP) or Quarterly Information Form (Formulário de Informações Trimestrais) (ITR), whichever is more recent; and (...) SECTION 39 – (...) SECTION 3941 – (...) Renumbering of items due to the exclusion of item V, as per change described above. Items VI to XIII Items V to XII PART III PART III FISCAL COUNCIL FISCAL COUNCIL SECTION 41 – The Fiscal Council of the SECTION 4143 – The Fiscal Council of the Change to current Section 41 (renumbered 4 Company will operate on a permanent basis Company will operate on a permanent basis Section 43) to improve wording . and will be composed of at least three and no and will be composed of at least three and no more than five members and an equal number more than five members and an equal number of alternates, who may be shareholders or non‐ of alternates, who may be shareholders or non‐ shareholders, all residents of Brazil. The shareholders, all residents of Brazil. The committee members will be elected by the committee members will be elected by the Shareholders’ Meeting and will have such Shareholders’ Meeting and will have such duties as are provided for by law. duties as are provided for by law. (...) (...) 4 Not affected by the translation to English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 222 Directors, through the Standardized Financial Statements Form (Formulário Demonstrações Financeiras Padronizadas) (DFP) or Quarterly Information Form (Formulário de Informações Trimestrais) (ITR), whichever is more recent; and (...) SECTION 39 – (...) SECTION 3941 – (...) Renumbering of items due to the exclusion of item V, as per change described above. Items VI to XIII Items V to XII PART III PART III FISCAL COUNCIL FISCAL COUNCIL SECTION 41 – The Fiscal Council of the SECTION 4143 – The Fiscal Council of the Change to current Section 41 (renumbered 4 Company will operate on a permanent basis Company will operate on a permanent basis Section 43) to improve wording . and will be composed of at least three and no and will be composed of at least three and no more than five members and an equal number more than five members and an equal number of alternates, who may be shareholders or non‐ of alternates, who may be shareholders or non‐ shareholders, all residents of Brazil. The shareholders, all residents of Brazil. The committee members will be elected by the committee members will be elected by the Shareholders’ Meeting and will have such Shareholders’ Meeting and will have such duties as are provided for by law. duties as are provided for by law. (...) (...) 4 Not affected by the translation to English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
223 PARAGRAPH 3 ‐ If in accordance with the PARAGRAPH 3 ‐ If in accordance with the Change to Paragraph 3 of current Section 41 terms of Section 54 hereof the Company comes terms of Section 5456 hereof the Company (renumbered Section 43) due to the under the control of a controlling shareholder comes under the control of a controlling renumbering of sections resulting from the or a parent company, as defined by law, the shareholder or a parent company, as defined inclusion of new ones. minority shareholders, as long as they by law, the minority shareholders, as long as represent in the aggregate 10% or more of the they represent in the aggregate 10% or more of outstanding shares, will have the right to elect, the outstanding shares, will have the right to in a separate vote, one committee member and elect, in a separate vote, one committee his alternate. member and his alternate. PART IV PART IV MEETINGS OF THE MANAGEMENT MEETINGS OF THE MANAGEMENT BODIES BODIES SECTION 44 ‐ All management bodies of the SECTION 4446 –‐ All management bodies Change to current Section 44 (renumbered Company will meet on a regular basis eight The Board of Directors of the Company will Section 46) providing only for rules related to times a year, according to a time table to be meet on a regular basis eight times a year, the periodicity of meetings of the Board of announced always during the first month of according to a time table to be announced Directors. each fiscal year by the Chairman of the relevant always during the first month of each fiscal body, provided, further, that special meetings year by the Chairman of the relevant body may be held whenever necessary. Chairman of the Board of Directors, provided, further, that extraordinary meetings may be held whenever necessary. SECTION 45 ‐ The directors and executive SECTION 4547 ‐ The directors and executive Change to current Section 45 (renumbered officers of the Company will be called to attend officers of the Company will be called to attend Section 47), excluding the call by telegram and the meetings of the relevant bodies by personal the meetings of the relevant bodies by personal fax for meetings of management bodies, as well written notice given at least five business days written notice given at least fivethree business as changing the term to call meetings of the in advance by letter, cable, fax, e‐mail or any days in advance by letter, telegram, fax, e‐mail Board of Directors. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 223 PARAGRAPH 3 ‐ If in accordance with the PARAGRAPH 3 ‐ If in accordance with the Change to Paragraph 3 of current Section 41 terms of Section 54 hereof the Company comes terms of Section 5456 hereof the Company (renumbered Section 43) due to the under the control of a controlling shareholder comes under the control of a controlling renumbering of sections resulting from the or a parent company, as defined by law, the shareholder or a parent company, as defined inclusion of new ones. minority shareholders, as long as they by law, the minority shareholders, as long as represent in the aggregate 10% or more of the they represent in the aggregate 10% or more of outstanding shares, will have the right to elect, the outstanding shares, will have the right to in a separate vote, one committee member and elect, in a separate vote, one committee his alternate. member and his alternate. PART IV PART IV MEETINGS OF THE MANAGEMENT MEETINGS OF THE MANAGEMENT BODIES BODIES SECTION 44 ‐ All management bodies of the SECTION 4446 –‐ All management bodies Change to current Section 44 (renumbered Company will meet on a regular basis eight The Board of Directors of the Company will Section 46) providing only for rules related to times a year, according to a time table to be meet on a regular basis eight times a year, the periodicity of meetings of the Board of announced always during the first month of according to a time table to be announced Directors. each fiscal year by the Chairman of the relevant always during the first month of each fiscal body, provided, further, that special meetings year by the Chairman of the relevant body may be held whenever necessary. Chairman of the Board of Directors, provided, further, that extraordinary meetings may be held whenever necessary. SECTION 45 ‐ The directors and executive SECTION 4547 ‐ The directors and executive Change to current Section 45 (renumbered officers of the Company will be called to attend officers of the Company will be called to attend Section 47), excluding the call by telegram and the meetings of the relevant bodies by personal the meetings of the relevant bodies by personal fax for meetings of management bodies, as well written notice given at least five business days written notice given at least fivethree business as changing the term to call meetings of the in advance by letter, cable, fax, e‐mail or any days in advance by letter, telegram, fax, e‐mail Board of Directors. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
224 other means that permits acknowledgement of or any other means that permits receipt by the addressee. acknowledgement of receipt by the addressee. SECTION 45 – (...) SECTION 4547 – (...) Change to Paragraph 2 of current Section 45 (renumbered Section 47) to improve wording 5 PARAGRAPH 2 – The meetings of the PARAGRAPH 2 – The meetings of the and avoid controversy . management bodies may be called to order management bodies may be called to order irrespective of notice where all members are in irrespective of notice where all members are in attendance. attendance. SECTION 45 – (...) SECTION 4547 – (...) Inclusion of Paragraph 3 of current Section 45 (renumbered Section 47) to provide for urgent No corresponding text. PARAGRAPH 3 – In case of duly justified call of meetings of the Board of Directors. urgency, the Chairman of the Board of Directors may call meetings, pursuant to paragraph 1 of this Section, in which cases, the meeting will only be convened with the attendance of at least two‐thirds (2/3) of its members. SECTION 46 ‐ The meetings of the SECTION 4648 ‐ The meetings of the Change to current Section 46 (renumbered management bodies may only be called to management bodies may only be called to Section 48) to detail participation by video order and transact business if a majority of the order and transact business if a majority of the conference, telepresence, e‐mail or other means relevant members are in attendance; a director relevant members are in attendance; a director of communication that allows the identification or officer will be deemed to be present at a or officer will be deemed to be present at a of Directors and Officers. meeting if he/she participates via telephone meeting if he/she participates via telephone conference or any other means that allows conference, video conference, telepresence, e‐ identification of such director or officer, as well mail or any other means of communication that 5 Not affected by the translation into English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 224 other means that permits acknowledgement of or any other means that permits receipt by the addressee. acknowledgement of receipt by the addressee. SECTION 45 – (...) SECTION 4547 – (...) Change to Paragraph 2 of current Section 45 (renumbered Section 47) to improve wording 5 PARAGRAPH 2 – The meetings of the PARAGRAPH 2 – The meetings of the and avoid controversy . management bodies may be called to order management bodies may be called to order irrespective of notice where all members are in irrespective of notice where all members are in attendance. attendance. SECTION 45 – (...) SECTION 4547 – (...) Inclusion of Paragraph 3 of current Section 45 (renumbered Section 47) to provide for urgent No corresponding text. PARAGRAPH 3 – In case of duly justified call of meetings of the Board of Directors. urgency, the Chairman of the Board of Directors may call meetings, pursuant to paragraph 1 of this Section, in which cases, the meeting will only be convened with the attendance of at least two‐thirds (2/3) of its members. SECTION 46 ‐ The meetings of the SECTION 4648 ‐ The meetings of the Change to current Section 46 (renumbered management bodies may only be called to management bodies may only be called to Section 48) to detail participation by video order and transact business if a majority of the order and transact business if a majority of the conference, telepresence, e‐mail or other means relevant members are in attendance; a director relevant members are in attendance; a director of communication that allows the identification or officer will be deemed to be present at a or officer will be deemed to be present at a of Directors and Officers. meeting if he/she participates via telephone meeting if he/she participates via telephone conference or any other means that allows conference, video conference, telepresence, e‐ identification of such director or officer, as well mail or any other means of communication that 5 Not affected by the translation into English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
225 as simultaneous communication with all other allows identification of such director or officer attendees. as well as simultaneous communication with all other attendees. In this case, directors and officers will be deemed in attendance for purposes of quorum and voting, and their vote will be deemed valid for all legal purposes, and must be included in the minutes of the meeting. ARTICLE VI ARTICLE VI FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS AND DISTRIBUTION OF INCOME DISTRIBUTION OF INCOME SECTION 52 – (...) SECTION 5254 – (...) Change to Paragraphs 1 and 2 of current Section 52 (renumbered Section 54) due to the PARAGRAPH 1 ‐ Profit sharing may only be PARAGRAPH 1 ‐ Profit sharing may only be renumbering of sections resulting from the paid with respect to a fiscal year in which the paid with respect to a fiscal year in which the inclusion of new ones. mandatory dividend referred to in Section 49 mandatory dividend referred to in Section hereof is paid to the shareholders. 49.51 hereof is paid to the shareholders. PARAGRAPH 2 ‐ In the event the Company PARAGRAPH 2 ‐ In the event the Company pays an interim dividend out of earnings pays an interim dividend out of earnings shown in a semi‐annual balance sheet, in an shown in a semi‐annual balance sheet, in an amount equal to at least 25% of the net income amount equal to at least 25% of the net income for the period calculated pursuant to Section 51 for the period calculated pursuant to Section hereof, the Board of Directors may approve 51,53 hereof, the Board of Directors may payment of profit sharing to the directors and approve payment of profit sharing to the executive officers with respect to such semi‐ directors and executive officers with respect to annual period, contingent on subsequent such semi‐annual period, contingent on confirmation by the Shareholders’ Meeting. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 225 as simultaneous communication with all other allows identification of such director or officer attendees. as well as simultaneous communication with all other attendees. In this case, directors and officers will be deemed in attendance for purposes of quorum and voting, and their vote will be deemed valid for all legal purposes, and must be included in the minutes of the meeting. ARTICLE VI ARTICLE VI FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS AND DISTRIBUTION OF INCOME DISTRIBUTION OF INCOME SECTION 52 – (...) SECTION 5254 – (...) Change to Paragraphs 1 and 2 of current Section 52 (renumbered Section 54) due to the PARAGRAPH 1 ‐ Profit sharing may only be PARAGRAPH 1 ‐ Profit sharing may only be renumbering of sections resulting from the paid with respect to a fiscal year in which the paid with respect to a fiscal year in which the inclusion of new ones. mandatory dividend referred to in Section 49 mandatory dividend referred to in Section hereof is paid to the shareholders. 49.51 hereof is paid to the shareholders. PARAGRAPH 2 ‐ In the event the Company PARAGRAPH 2 ‐ In the event the Company pays an interim dividend out of earnings pays an interim dividend out of earnings shown in a semi‐annual balance sheet, in an shown in a semi‐annual balance sheet, in an amount equal to at least 25% of the net income amount equal to at least 25% of the net income for the period calculated pursuant to Section 51 for the period calculated pursuant to Section hereof, the Board of Directors may approve 51,53 hereof, the Board of Directors may payment of profit sharing to the directors and approve payment of profit sharing to the executive officers with respect to such semi‐ directors and executive officers with respect to annual period, contingent on subsequent such semi‐annual period, contingent on confirmation by the Shareholders’ Meeting. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
226 subsequent confirmation by the Shareholders’ Meeting. ARTICLE VII ARTICLE VII PROTECTION MECHANISMS PROTECTION MECHANISMS SECTION 53 – (...) SECTION 53 55 – (...) New name of B3. PARAGRAPH 1 ‐ If at any time the Investor PARAGRAPH 1 ‐ If at any time the Investor Relations Officer detects a breach of any Relations Officer detects a breach of any restriction as to the limit of shares owned by a restriction as to the limit of shares owned by a single shareholder or Shareholder Group, the single shareholder or Shareholder Group, the Investor Relations Officer will immediately Investor Relations Officer will immediately report such fact: (i) to the Chairman of the report such fact: (i) to the Chairman of the Board of Directors; (ii) to the Board Member Board of Directors; (ii) to the Board Member elected by the Brazilian Federal Government, elected by the Brazilian Federal Government, in its capacity as holder of the Golden Share; in its capacity as holder of the Golden Share; (iii) to the Chief Executive Officer; (iv) to the (iii) to the Chief Executive Officer; (iv) to the members of the Fiscal Council; (v) to the members of the Fiscal Council; (v) to the BM&FBOVESPA; and (vi) to the CVM. BM&FBOVESPAB3; and (vi) to the CVM. SECTION 54 ‐ Any shareholder or Shareholder SECTION 5456 ‐ Any shareholder or New name of B3 and the Ministry of the Group (an “Acquiring Shareholder”) that Shareholder Group (an “Acquiring Economy (previously called Ministry of acquires or becomes the holder for any reason Shareholder”) that acquires or becomes the Finance). of: (i) 35% or more of the Company’s total holder for any reason of: (i) 35% or more of the capital stock; or (ii) other rights, including Company’s total capital stock; or (ii) other under a usufruct or trust by will (fideicomisso), rights, including under a usufruct or trust by related to outstanding shares of the Company will (fideicomisso), related to outstanding shares that represent more than 35% of the capital of the Company that represent more than 35% This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 226 subsequent confirmation by the Shareholders’ Meeting. ARTICLE VII ARTICLE VII PROTECTION MECHANISMS PROTECTION MECHANISMS SECTION 53 – (...) SECTION 53 55 – (...) New name of B3. PARAGRAPH 1 ‐ If at any time the Investor PARAGRAPH 1 ‐ If at any time the Investor Relations Officer detects a breach of any Relations Officer detects a breach of any restriction as to the limit of shares owned by a restriction as to the limit of shares owned by a single shareholder or Shareholder Group, the single shareholder or Shareholder Group, the Investor Relations Officer will immediately Investor Relations Officer will immediately report such fact: (i) to the Chairman of the report such fact: (i) to the Chairman of the Board of Directors; (ii) to the Board Member Board of Directors; (ii) to the Board Member elected by the Brazilian Federal Government, elected by the Brazilian Federal Government, in its capacity as holder of the Golden Share; in its capacity as holder of the Golden Share; (iii) to the Chief Executive Officer; (iv) to the (iii) to the Chief Executive Officer; (iv) to the members of the Fiscal Council; (v) to the members of the Fiscal Council; (v) to the BM&FBOVESPA; and (vi) to the CVM. BM&FBOVESPAB3; and (vi) to the CVM. SECTION 54 ‐ Any shareholder or Shareholder SECTION 5456 ‐ Any shareholder or New name of B3 and the Ministry of the Group (an “Acquiring Shareholder”) that Shareholder Group (an “Acquiring Economy (previously called Ministry of acquires or becomes the holder for any reason Shareholder”) that acquires or becomes the Finance). of: (i) 35% or more of the Company’s total holder for any reason of: (i) 35% or more of the capital stock; or (ii) other rights, including Company’s total capital stock; or (ii) other under a usufruct or trust by will (fideicomisso), rights, including under a usufruct or trust by related to outstanding shares of the Company will (fideicomisso), related to outstanding shares that represent more than 35% of the capital of the Company that represent more than 35% This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
227 stock must, within no more than 15 days after of the capital stock must, within no more than such acquisition or event that resulted in 15 days after such acquisition or event that ownership of shares or rights in excess of the resulted in ownership of shares or rights in foregoing limit, submit to the Brazilian Federal excess of the foregoing limit, submit to the Government as the holder of the Golden Share, Brazilian Federal Government as the holder of through the Ministry of Finance, a request to the Golden Share, through the Ministry of conduct a tender offer for all outstanding FinanceMinistry of Economy, a request to shares of the Company, subject to the conduct a tender offer for all outstanding provisions of applicable regulations, the rules shares of the Company, subject to the issued by the BM&FBOVESPA and the provisions of applicable regulations, the rules provisions of this Section. issued by the BM&FBOVESPAB3 and the provisions of this Section. SECTION 54 – (...) SECTION 5456 – (...) Change to Paragraph 5 of current Section 53 6 (renumbered Section 55) to improve wording . PARAGRAPH 5 ‐ For the purposes of PARAGRAPH 5 ‐ For the purposes of Paragraph 4 above, in the case of shares Paragraph 4 above, in the case of shares represented by depositary certificates represented by depositary certificates (including shares covered by a Depositary (including shares covered by a Depositary Receipts program), the quoted price of each Receipts program), the quoted price of each share will be determined by the division: (i) of share will be determined by the division: (i) of the quoted price of the relevant depositary the quoted price of the relevant depositary certificate in the market in which it is traded; certificate in the market in which it is traded; by (ii) the number of shares represented by by (ii) the number of shares represented by such certificate. such certificate. 6 Not affected by the translation to English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 227 stock must, within no more than 15 days after of the capital stock must, within no more than such acquisition or event that resulted in 15 days after such acquisition or event that ownership of shares or rights in excess of the resulted in ownership of shares or rights in foregoing limit, submit to the Brazilian Federal excess of the foregoing limit, submit to the Government as the holder of the Golden Share, Brazilian Federal Government as the holder of through the Ministry of Finance, a request to the Golden Share, through the Ministry of conduct a tender offer for all outstanding FinanceMinistry of Economy, a request to shares of the Company, subject to the conduct a tender offer for all outstanding provisions of applicable regulations, the rules shares of the Company, subject to the issued by the BM&FBOVESPA and the provisions of applicable regulations, the rules provisions of this Section. issued by the BM&FBOVESPAB3 and the provisions of this Section. SECTION 54 – (...) SECTION 5456 – (...) Change to Paragraph 5 of current Section 53 6 (renumbered Section 55) to improve wording . PARAGRAPH 5 ‐ For the purposes of PARAGRAPH 5 ‐ For the purposes of Paragraph 4 above, in the case of shares Paragraph 4 above, in the case of shares represented by depositary certificates represented by depositary certificates (including shares covered by a Depositary (including shares covered by a Depositary Receipts program), the quoted price of each Receipts program), the quoted price of each share will be determined by the division: (i) of share will be determined by the division: (i) of the quoted price of the relevant depositary the quoted price of the relevant depositary certificate in the market in which it is traded; certificate in the market in which it is traded; by (ii) the number of shares represented by by (ii) the number of shares represented by such certificate. such certificate. 6 Not affected by the translation to English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
228 SECTION 54 – (...) SECTION 5456 – (...) New name of B3. Change to Paragraph 8 of current Section 54 (renumbered Section 56) to 7 PARAGRAPH 8º ‐ (...) PARAGRAPH 8º ‐ (...) improve wording . II. be carried out through an auction to be II. be carried out through an auction to be conducted on the BM&FBOVESPA; conducted on the BM&FBOVESPAB3; (...) (...) VI. be supported by an appraisal report of the VI. be supported by an appraisal report of the Company prepared by a firm of recognized Company prepared by a firm of recognized international standing and independence, and international standing and independence, and expertise in economic appraisal of public expertise in economic appraisal of public companies, such report to be prepared in companies, such report to be prepared in accordance with the criteria listed in Section 8 accordance with the criteria listed in Section 8 of CVM Instruction No. 361/02, with due of CVM Instruction No. 361/02, with due regard for the criteria in Paragraph 4 above as regard for the criteria in Paragraph 4 above as regards the minimum price for the offer. regards the minimum price for the offer. ARTICLE VIII ARTICLE VIII REGISTRATION AS A PUBLICLY‐HELD REGISTRATION AS A PUBLICLY‐HELD COMPANY AND NOVO MERCADO COMPANY AND NOVO MERCADO No corresponding text. SECTION 57 ‐ The voluntary delisting from Inclusion of Section 57 in the Bylaws of the the Novo Mercado segment may occur: Company to adjust it to the requirements set (i) regardless of any tender offer, in the event of forth in the New NM Regulations. dismissal approved by the shareholders’ meeting of the Company, pursuant to Section 7 Not affected by the translation to English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 228 SECTION 54 – (...) SECTION 5456 – (...) New name of B3. Change to Paragraph 8 of current Section 54 (renumbered Section 56) to 7 PARAGRAPH 8º ‐ (...) PARAGRAPH 8º ‐ (...) improve wording . II. be carried out through an auction to be II. be carried out through an auction to be conducted on the BM&FBOVESPA; conducted on the BM&FBOVESPAB3; (...) (...) VI. be supported by an appraisal report of the VI. be supported by an appraisal report of the Company prepared by a firm of recognized Company prepared by a firm of recognized international standing and independence, and international standing and independence, and expertise in economic appraisal of public expertise in economic appraisal of public companies, such report to be prepared in companies, such report to be prepared in accordance with the criteria listed in Section 8 accordance with the criteria listed in Section 8 of CVM Instruction No. 361/02, with due of CVM Instruction No. 361/02, with due regard for the criteria in Paragraph 4 above as regard for the criteria in Paragraph 4 above as regards the minimum price for the offer. regards the minimum price for the offer. ARTICLE VIII ARTICLE VIII REGISTRATION AS A PUBLICLY‐HELD REGISTRATION AS A PUBLICLY‐HELD COMPANY AND NOVO MERCADO COMPANY AND NOVO MERCADO No corresponding text. SECTION 57 ‐ The voluntary delisting from Inclusion of Section 57 in the Bylaws of the the Novo Mercado segment may occur: Company to adjust it to the requirements set (i) regardless of any tender offer, in the event of forth in the New NM Regulations. dismissal approved by the shareholders’ meeting of the Company, pursuant to Section 7 Not affected by the translation to English This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
229 18, item X, of these Bylaws, or (ii) in the absence of such dismissal, if preceded by a tender offer that complies with the procedures set forth in the regulation enacted by the CVM on tender offers for delisting as a publicly‐held company, meeting the following requirements: I. the offered price must be fair, and the Company may request a new appraisal, pursuant to Section 4‐A of Law No. 6,404/76; and II. shareholders holding more than one‐third (1/3) of the outstanding shares must accept the tender offer or expressly agree with the delisting from the Novo Mercado segment without effecting the sale of shares. PARAGRAPH 1 – For purposes of this Section 57, outstanding shares are only the shares whose holders expressly agree to delist from the Novo Mercado or qualify for the tender offer auction, pursuant to the regulation enacted by the CVM applicable to tender offers of publicly‐held companies for delisting. PARAGRAPH 2 – If the quorum mentioned in the paragraph above is reached: (i) those who This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 229 18, item X, of these Bylaws, or (ii) in the absence of such dismissal, if preceded by a tender offer that complies with the procedures set forth in the regulation enacted by the CVM on tender offers for delisting as a publicly‐held company, meeting the following requirements: I. the offered price must be fair, and the Company may request a new appraisal, pursuant to Section 4‐A of Law No. 6,404/76; and II. shareholders holding more than one‐third (1/3) of the outstanding shares must accept the tender offer or expressly agree with the delisting from the Novo Mercado segment without effecting the sale of shares. PARAGRAPH 1 – For purposes of this Section 57, outstanding shares are only the shares whose holders expressly agree to delist from the Novo Mercado or qualify for the tender offer auction, pursuant to the regulation enacted by the CVM applicable to tender offers of publicly‐held companies for delisting. PARAGRAPH 2 – If the quorum mentioned in the paragraph above is reached: (i) those who This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
230 accepted the tender offer cannot be submitted to an apportionment in the sale of their equity interest, subject to the procedures of dismissal of the limits set forth in the regulation enacted by the CVM applicable to tender offers; and (ii) the offeror must purchase the remaining outstanding shares within one (1) month from the date of the auction, for the final tender offer price, adjusted to the date of effective payment, pursuant to the tender offer notice and applicable regulation, which must occur within fifteen (15) days from the date of exercise of this option by shareholders. SECTION 55 ‐ As long as the Company has no SECTION 55 ‐ As long as the Company has no Change to current Section 55 (renumbered Controlling Shareholder, as defined in the Novo Controlling Shareholder, as defined in the Novo Section 58) of the Bylaws of the Company to Mercado Regulations, in the event the Mercado Regulations, in the event the adjust it to the requirements set forth in the Shareholders’ Meeting approves: Shareholders’ Meeting approves: New NM Regulations. I. the cancellation of the registration of the I ‐ the cancellation of the registration of the Company as a publicly‐held company, the Company as a publicly‐held company, the Company must conduct a tender offer, Company must conduct a tender offer, pursuant to Section 57, provided that in such provided that in such case the Company may case the Company may only purchase the only purchase the shares owned by those shares owned by those shareholders that voted shareholders that voted favorably on the favorably on the cancellation of registration cancellation of registration after having after having purchased the shares of all other purchased the shares of all other shareholders shareholders that have not voted favorably on This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 230 accepted the tender offer cannot be submitted to an apportionment in the sale of their equity interest, subject to the procedures of dismissal of the limits set forth in the regulation enacted by the CVM applicable to tender offers; and (ii) the offeror must purchase the remaining outstanding shares within one (1) month from the date of the auction, for the final tender offer price, adjusted to the date of effective payment, pursuant to the tender offer notice and applicable regulation, which must occur within fifteen (15) days from the date of exercise of this option by shareholders. SECTION 55 ‐ As long as the Company has no SECTION 55 ‐ As long as the Company has no Change to current Section 55 (renumbered Controlling Shareholder, as defined in the Novo Controlling Shareholder, as defined in the Novo Section 58) of the Bylaws of the Company to Mercado Regulations, in the event the Mercado Regulations, in the event the adjust it to the requirements set forth in the Shareholders’ Meeting approves: Shareholders’ Meeting approves: New NM Regulations. I. the cancellation of the registration of the I ‐ the cancellation of the registration of the Company as a publicly‐held company, the Company as a publicly‐held company, the Company must conduct a tender offer, Company must conduct a tender offer, pursuant to Section 57, provided that in such provided that in such case the Company may case the Company may only purchase the only purchase the shares owned by those shares owned by those shareholders that voted shareholders that voted favorably on the favorably on the cancellation of registration cancellation of registration after having after having purchased the shares of all other purchased the shares of all other shareholders shareholders that have not voted favorably on This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
231 that have not voted favorably on the aforesaid the aforesaid cancellation of registration and cancellation of registration and who have who have accepted the tender offer; accepted the tender offer; II. the delisting of the Company from the Novo Mercado, whether for the purpose of II ‐ the delisting of the Company from the Novo registration for trading of its securities outside Mercado, whether for the purpose of the Novo Mercado or for the purpose of a registration for trading of its securities outside corporate reorganization as provided in the Novo Mercado or for the purpose of a Section 57 (b) (ii) of these Bylaws, will be corporate reorganization as provided in contingent on the making of a tender offer for Section 57 (b) (ii) of these Bylaws, will be the shares owned by the remaining contingent on the making of a tender offer for shareholders of the Company, pursuant to the shares owned by the remaining Section 57. The Shareholders’ Meeting in shareholders of the Company. The question will define the persons responsible for Shareholders’ Meeting in question will define conducting such tender offer, who will be in the persons responsible for conducting such attendance at the meeting and will expressly tender offer, who will be in attendance at the accept the obligation to make the offer. If the meeting and will expressly accept the persons responsible for undertaking such obligation to make the offer. If the persons tender offer are not defined in the case of a responsible for undertaking such tender offer corporate reorganization as mentioned in are not defined in the case of a corporate Section 57 (b) (ii) hereof, where the surviving reorganization as mentioned in Section 57, (b) company does not have its securities traded on (ii) hereof, where the surviving company does the Novo Mercado, it will be incumbent on the not have its securities traded on the Novo shareholders that voted favorably on the Mercado, it will be incumbent on the corporate reorganization to undertake such shareholders that voted favorably on the tender offer. corporate reorganization to undertake such tender offer. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 231 that have not voted favorably on the aforesaid the aforesaid cancellation of registration and cancellation of registration and who have who have accepted the tender offer; accepted the tender offer; II. the delisting of the Company from the Novo Mercado, whether for the purpose of II ‐ the delisting of the Company from the Novo registration for trading of its securities outside Mercado, whether for the purpose of the Novo Mercado or for the purpose of a registration for trading of its securities outside corporate reorganization as provided in the Novo Mercado or for the purpose of a Section 57 (b) (ii) of these Bylaws, will be corporate reorganization as provided in contingent on the making of a tender offer for Section 57 (b) (ii) of these Bylaws, will be the shares owned by the remaining contingent on the making of a tender offer for shareholders of the Company, pursuant to the shares owned by the remaining Section 57. The Shareholders’ Meeting in shareholders of the Company. The question will define the persons responsible for Shareholders’ Meeting in question will define conducting such tender offer, who will be in the persons responsible for conducting such attendance at the meeting and will expressly tender offer, who will be in attendance at the accept the obligation to make the offer. If the meeting and will expressly accept the persons responsible for undertaking such obligation to make the offer. If the persons tender offer are not defined in the case of a responsible for undertaking such tender offer corporate reorganization as mentioned in are not defined in the case of a corporate Section 57 (b) (ii) hereof, where the surviving reorganization as mentioned in Section 57, (b) company does not have its securities traded on (ii) hereof, where the surviving company does the Novo Mercado, it will be incumbent on the not have its securities traded on the Novo shareholders that voted favorably on the Mercado, it will be incumbent on the corporate reorganization to undertake such shareholders that voted favorably on the tender offer. corporate reorganization to undertake such tender offer. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
232 PARAGRAPH 1 – With respect to the tender SECTION 58 SOLE PARAGRAPH 1 – The offer provided for in this Section, the minimum tender offer the cancellation of the registration offered price will correspond to economic of the Company or category conversion in the value as ascertained by an appraisal report. CVM registry shall be carried out at a fair price PARAGRAPH 2 ‐ The appraisal report according to applicable laws and mentioned in this Section will be prepared by regulations.provided for in this Section, the an expert institution or firm of recognized minimum offered price will correspond to expertise unrelated to the decision‐making economic value as ascertained by an appraisal authority of the Company, its managers and/or report. the controlling shareholder(s), where PARAGRAPH 2º ‐ The appraisal report applicable. The report will also comply with mentioned in this Section will be prepared by the requirements of Paragraph 1 of Section 8 of an expert institution or firm of recognized Law No. 6.404/76 and will provide for the expertise unrelated to the decision‐making liability mentioned in Paragraph 6 of such authority of the Company, its managers and/or Section. the controlling shareholder(s), where PARAGRAPH 3 ‐ The selection of the expert applicable. The report will also comply with institution or firm in charge of determining the the requirements of Paragraph 1 of Section 8 of economic value of the Company will be Law No. 6.404/76 and will provide for the incumbent on the Shareholders’ Meeting only, liability mentioned in Paragraph 6 of such based on a list of three names submitted by the Section. PARAGRAPH 3 ‐ The selection of the expert Board of Directors. The decision in this regard will be made by an absolute majority of the institution or firm in charge of determining the shareholders representing the outstanding economic value of the Company will be shares of the Company present at the incumbent on the Shareholders’ Meeting only, Shareholders’ Meeting, any blank votes to be based on a list of three names submitted by the disregarded. Such Shareholders’ Meeting, if Board of Directors. The decision in this regard convened on first call, must have in attendance will be made by an absolute majority of the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 232 PARAGRAPH 1 – With respect to the tender SECTION 58 SOLE PARAGRAPH 1 – The offer provided for in this Section, the minimum tender offer the cancellation of the registration offered price will correspond to economic of the Company or category conversion in the value as ascertained by an appraisal report. CVM registry shall be carried out at a fair price PARAGRAPH 2 ‐ The appraisal report according to applicable laws and mentioned in this Section will be prepared by regulations.provided for in this Section, the an expert institution or firm of recognized minimum offered price will correspond to expertise unrelated to the decision‐making economic value as ascertained by an appraisal authority of the Company, its managers and/or report. the controlling shareholder(s), where PARAGRAPH 2º ‐ The appraisal report applicable. The report will also comply with mentioned in this Section will be prepared by the requirements of Paragraph 1 of Section 8 of an expert institution or firm of recognized Law No. 6.404/76 and will provide for the expertise unrelated to the decision‐making liability mentioned in Paragraph 6 of such authority of the Company, its managers and/or Section. the controlling shareholder(s), where PARAGRAPH 3 ‐ The selection of the expert applicable. The report will also comply with institution or firm in charge of determining the the requirements of Paragraph 1 of Section 8 of economic value of the Company will be Law No. 6.404/76 and will provide for the incumbent on the Shareholders’ Meeting only, liability mentioned in Paragraph 6 of such based on a list of three names submitted by the Section. PARAGRAPH 3 ‐ The selection of the expert Board of Directors. The decision in this regard will be made by an absolute majority of the institution or firm in charge of determining the shareholders representing the outstanding economic value of the Company will be shares of the Company present at the incumbent on the Shareholders’ Meeting only, Shareholders’ Meeting, any blank votes to be based on a list of three names submitted by the disregarded. Such Shareholders’ Meeting, if Board of Directors. The decision in this regard convened on first call, must have in attendance will be made by an absolute majority of the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
233 shareholders representing at least twenty shareholders representing the outstanding percent (20%) of all outstanding shares and, if shares of the Company present at the convened on second call, may have in Shareholders’ Meeting, any blank votes to be attendance any number of shareholders disregarded. Such Shareholders’ Meeting, if representing the outstanding shares. convened on first call, must have in attendance PARAGRAPH 4º ‐ The costs for preparation of shareholders representing at least twenty the required appraisal report will be fully percent (20%) of all outstanding shares and, if borne by the offeror. convened on second call, may have in attendance any number of shareholders representing the outstanding shares. PARAGRAPH 4 ‐ is subject to the procedures applicable to tender offers conducted for delisting. The costs for preparation of the required appraisal report will be fully borne by the offeror. SECTION 56 ‐ As long as the Company has no SECTION 56 ‐ As long as the Company has no Exclusion of Section 56 of the Bylaws of the Controlling Shareholder, as defined in the Novo Controlling Shareholder, as defined in the Novo Company to adjust it to the requirements set Mercado Regulations, and the delisting of the Mercado Regulations, and the delisting of the forth in the New NM Regulations. Company from the Novo Mercado results from Company from the Novo Mercado results from non‐compliance with any obligations imposed non‐compliance with any obligations imposed by the Novo Mercado Regulations, then delisting by the Novo Mercado Regulations, then delisting from the Novo Mercado will be contingent on from the Novo Mercado will be contingent on the conduct of a tender offer for at least the the conduct of a tender offer for at least the economic value of shares, as determined in an economic value of shares, as determined in an appraisal report prepared pursuant to appraisal report prepared pursuant to Paragraphs 2, 3 and 4 of Section 55, with due Paragraphs 2, 3 and 4 of Section 55, with due regard for applicable rules and regulations. (...) regard for applicable rules and regulations. (...) This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 233 shareholders representing at least twenty shareholders representing the outstanding percent (20%) of all outstanding shares and, if shares of the Company present at the convened on second call, may have in Shareholders’ Meeting, any blank votes to be attendance any number of shareholders disregarded. Such Shareholders’ Meeting, if representing the outstanding shares. convened on first call, must have in attendance PARAGRAPH 4º ‐ The costs for preparation of shareholders representing at least twenty the required appraisal report will be fully percent (20%) of all outstanding shares and, if borne by the offeror. convened on second call, may have in attendance any number of shareholders representing the outstanding shares. PARAGRAPH 4 ‐ is subject to the procedures applicable to tender offers conducted for delisting. The costs for preparation of the required appraisal report will be fully borne by the offeror. SECTION 56 ‐ As long as the Company has no SECTION 56 ‐ As long as the Company has no Exclusion of Section 56 of the Bylaws of the Controlling Shareholder, as defined in the Novo Controlling Shareholder, as defined in the Novo Company to adjust it to the requirements set Mercado Regulations, and the delisting of the Mercado Regulations, and the delisting of the forth in the New NM Regulations. Company from the Novo Mercado results from Company from the Novo Mercado results from non‐compliance with any obligations imposed non‐compliance with any obligations imposed by the Novo Mercado Regulations, then delisting by the Novo Mercado Regulations, then delisting from the Novo Mercado will be contingent on from the Novo Mercado will be contingent on the conduct of a tender offer for at least the the conduct of a tender offer for at least the economic value of shares, as determined in an economic value of shares, as determined in an appraisal report prepared pursuant to appraisal report prepared pursuant to Paragraphs 2, 3 and 4 of Section 55, with due Paragraphs 2, 3 and 4 of Section 55, with due regard for applicable rules and regulations. (...) regard for applicable rules and regulations. (...) This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
234 PARAGRAPH 1º ‐ If the noncompliance is a PARAGRAPH 1º ‐ If the noncompliance is a result of a decision made by the General result of a decision made by the General Assembly, the tender offer shall be made Assembly, the tender offer shall be made effective by the shareholders that have voted in effective by the shareholders that have voted in favor of the decision that implied the favor of the decision that implied the noncompliance. noncompliance. PARAGRAPH 2º ‐ If the noncompliance arises PARAGRAPH 2º ‐ If the noncompliance arises from management act of fact, the Company from management act of fact, the Company managers shall call an Extraordinary General managers shall call an Extraordinary General Assembly meeting whose agenda will be Assembly meeting whose agenda will be deciding how to resolve the noncompliance of deciding how to resolve the noncompliance of the continuous requirements of the New NM the continuous requirements of the New NM Regulation or, if it is the case, decide on the Regulation or, if it is the case, decide on the delisting of the Company from the New delisting of the Company from the New Market, the Company shall carry out the tender Market, the Company shall carry out the tender offer geared towards the shareholders of the offer geared towards the shareholders of the Company. If the General Assembly decides on Company. If the General Assembly decides on the delisting of the Company from the New the delisting of the Company from the New Market, the aforementioned General Assembly Market, the aforementioned General Assembly shall define those responsible for the execution shall define those responsible for the execution of the tender offer laid out in the introduction, of the tender offer laid out in the introduction, and whomever is present at the Assembly shall and whomever is present at the Assembly shall expressly assume the obligation of executing expressly assume the obligation of executing the offer. the offer. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 234 PARAGRAPH 1º ‐ If the noncompliance is a PARAGRAPH 1º ‐ If the noncompliance is a result of a decision made by the General result of a decision made by the General Assembly, the tender offer shall be made Assembly, the tender offer shall be made effective by the shareholders that have voted in effective by the shareholders that have voted in favor of the decision that implied the favor of the decision that implied the noncompliance. noncompliance. PARAGRAPH 2º ‐ If the noncompliance arises PARAGRAPH 2º ‐ If the noncompliance arises from management act of fact, the Company from management act of fact, the Company managers shall call an Extraordinary General managers shall call an Extraordinary General Assembly meeting whose agenda will be Assembly meeting whose agenda will be deciding how to resolve the noncompliance of deciding how to resolve the noncompliance of the continuous requirements of the New NM the continuous requirements of the New NM Regulation or, if it is the case, decide on the Regulation or, if it is the case, decide on the delisting of the Company from the New delisting of the Company from the New Market, the Company shall carry out the tender Market, the Company shall carry out the tender offer geared towards the shareholders of the offer geared towards the shareholders of the Company. If the General Assembly decides on Company. If the General Assembly decides on the delisting of the Company from the New the delisting of the Company from the New Market, the aforementioned General Assembly Market, the aforementioned General Assembly shall define those responsible for the execution shall define those responsible for the execution of the tender offer laid out in the introduction, of the tender offer laid out in the introduction, and whomever is present at the Assembly shall and whomever is present at the Assembly shall expressly assume the obligation of executing expressly assume the obligation of executing the offer. the offer. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
235 SECTION 57 – In the event the Company has a SECTION 57 ‐ In the event the Company has a Exclusion of Section 57 of the Bylaws of the Controlling Shareholder, as defined in the Novo no Controlling Shareholder, as defined in the Company to adjust it to the requirements set Mercado Regulations, without prejudice to the Novo Mercado without prejudice to the forth in the New NM Regulations. provisions of Section 54 above: provisions of Section 54 above: (a) should registration as a publicly‐held company be cancelled, the Company or the (a) should registration as a publicly‐held Controlling Shareholder must undertake a company be cancelled, the Company or the tender offer for the shares of the remaining Controlling Shareholder must undertake a shareholders, for at least at the economic value tender offer for the shares of the remaining thereof as ascertained in an appraisal report shareholders for at least at the economic value prepared pursuant to Paragraphs 2, 3 and 4 thereof as ascertained in an appraisal report Section 55, with due regard for applicable rules prepared pursuant to Paragraphs 2, 3 and 4 of and regulations. Section 55, with due regard for applicable rules and regulations. (b) the shareholders of the Company decide at a Extraordinary Shareholders’ Meeting (i) to delist the Company from the Novo Mercado (b) the shareholders of the Company decide at segment so that its securities are registered for a Extraordinary Shareholders’ Meeting (i) to trading outside the Novo Mercado segment; or delist the Company from the Novo Mercado (ii) to carry out a corporate reorganization and segment so that its securities are registered for the surviving company does not have its trading outside the Novo Mercado segment; or securities traded on the Novo Mercado segment (ii) to carry out a corporate reorganization and within 120 days after the Extraordinary the surviving company does not have its Shareholders’ Meeting that approved said securities traded on the Novo Mercado segment transaction, the Controlling Shareholder, as within 120 days after the Extraordinary such term is defined in the Novo Mercado Shareholders’ Meeting that approved said Regulations, must undertake a tender offer for This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 235 SECTION 57 – In the event the Company has a SECTION 57 ‐ In the event the Company has a Exclusion of Section 57 of the Bylaws of the Controlling Shareholder, as defined in the Novo no Controlling Shareholder, as defined in the Company to adjust it to the requirements set Mercado Regulations, without prejudice to the Novo Mercado without prejudice to the forth in the New NM Regulations. provisions of Section 54 above: provisions of Section 54 above: (a) should registration as a publicly‐held company be cancelled, the Company or the (a) should registration as a publicly‐held Controlling Shareholder must undertake a company be cancelled, the Company or the tender offer for the shares of the remaining Controlling Shareholder must undertake a shareholders, for at least at the economic value tender offer for the shares of the remaining thereof as ascertained in an appraisal report shareholders for at least at the economic value prepared pursuant to Paragraphs 2, 3 and 4 thereof as ascertained in an appraisal report Section 55, with due regard for applicable rules prepared pursuant to Paragraphs 2, 3 and 4 of and regulations. Section 55, with due regard for applicable rules and regulations. (b) the shareholders of the Company decide at a Extraordinary Shareholders’ Meeting (i) to delist the Company from the Novo Mercado (b) the shareholders of the Company decide at segment so that its securities are registered for a Extraordinary Shareholders’ Meeting (i) to trading outside the Novo Mercado segment; or delist the Company from the Novo Mercado (ii) to carry out a corporate reorganization and segment so that its securities are registered for the surviving company does not have its trading outside the Novo Mercado segment; or securities traded on the Novo Mercado segment (ii) to carry out a corporate reorganization and within 120 days after the Extraordinary the surviving company does not have its Shareholders’ Meeting that approved said securities traded on the Novo Mercado segment transaction, the Controlling Shareholder, as within 120 days after the Extraordinary such term is defined in the Novo Mercado Shareholders’ Meeting that approved said Regulations, must undertake a tender offer for This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
236 transaction, the Controlling Shareholder, as the shares of the remaining shareholders, for at such term is defined in the Novo Mercado least at the economic value thereof as Regulations, must undertake a tender offer for ascertained in an appraisal report prepared the shares of the remaining shareholders for at pursuant to Paragraphs 2, 3 and 4 of Section 55, least at the economic value thereof as with due regard for applicable rules and ascertained in an appraisal report prepared regulations. pursuant to Paragraphs 2, 3 and 4 of Section 55, with due regard for applicable rules and (c) should delisting of the Company from the regulations. Novo Mercado be caused by non‐compliance with the obligations contained in the Novo Mercado Regulations, the Controlling (c) should delisting of the Company from the Shareholder, as such term is defined in the Novo Mercado be caused by non‐compliance Novo Mercado Regulations, must undertake a with the obligations contained in the Novo tender offer for the shares of the remaining Mercado Regulations, the Controlling shareholders, for at least the economic value Shareholder, as such term is defined in the thereof as determined in an appraisal report Novo Mercado Regulations, must undertake a prepared pursuant to Paragraphs 2, 3 and 4 of tender offer for the shares of the remaining Section 55,, with due regard for applicable rules shareholders for at least the economic value and regulations. thereof as determined in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 of Section 55, with due regard for applicable rules and regulations. SECTION 58 ‐ Subject to the provisions of SECTION 5859 ‐ Subject to the provisions of Change to current Section 58 (renumbered these Bylaws and without prejudice to these Bylaws and without prejudice to Section 59) of the Bylaws of the Company to applicability of the provisions of Section 54 applicability of the provisions of Section 5456 adjust it to the requirements set forth in the above, the Disposal of a Controlling Interest in above, the Disposal of a Controlling Interest New NM Regulations. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 236 transaction, the Controlling Shareholder, as the shares of the remaining shareholders, for at such term is defined in the Novo Mercado least at the economic value thereof as Regulations, must undertake a tender offer for ascertained in an appraisal report prepared the shares of the remaining shareholders for at pursuant to Paragraphs 2, 3 and 4 of Section 55, least at the economic value thereof as with due regard for applicable rules and ascertained in an appraisal report prepared regulations. pursuant to Paragraphs 2, 3 and 4 of Section 55, with due regard for applicable rules and (c) should delisting of the Company from the regulations. Novo Mercado be caused by non‐compliance with the obligations contained in the Novo Mercado Regulations, the Controlling (c) should delisting of the Company from the Shareholder, as such term is defined in the Novo Mercado be caused by non‐compliance Novo Mercado Regulations, must undertake a with the obligations contained in the Novo tender offer for the shares of the remaining Mercado Regulations, the Controlling shareholders, for at least the economic value Shareholder, as such term is defined in the thereof as determined in an appraisal report Novo Mercado Regulations, must undertake a prepared pursuant to Paragraphs 2, 3 and 4 of tender offer for the shares of the remaining Section 55,, with due regard for applicable rules shareholders for at least the economic value and regulations. thereof as determined in an appraisal report prepared pursuant to Paragraphs 2, 3 and 4 of Section 55, with due regard for applicable rules and regulations. SECTION 58 ‐ Subject to the provisions of SECTION 5859 ‐ Subject to the provisions of Change to current Section 58 (renumbered these Bylaws and without prejudice to these Bylaws and without prejudice to Section 59) of the Bylaws of the Company to applicability of the provisions of Section 54 applicability of the provisions of Section 5456 adjust it to the requirements set forth in the above, the Disposal of a Controlling Interest in above, the Disposal of a Controlling Interest New NM Regulations. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
237 the Company, as defined in the Novo Mercado direct or indirect sale of control of the Regulations, in a single transaction or a series Company, as defined in the Novo Mercado of successive transactions must be agreed upon Regulations, in a single transaction or a series under a condition precedent or subsequent that of successive transactions must be agreed upon the Purchaser of such Controlling Interest will under the condition precedent or subsequent make a tender offer for the remaining shares of that the Purchaser purchaser will make a the other shareholders of the Company, subject tender offer for the remaining shares of the to the terms of and within the time limits other for the shares issued by the Company prescribed by prevailing legislation and the and held by the other shareholders of the Novo Mercado Regulations, so that the holders Company, subject to the terms of and within of such shares will receive the same treatment the time limits prescribed in prevailing as is accorded to the Selling Controlling legislation in applicable regulations and the Shareholder. Novo Mercado Regulations, so that the holders of such shares will receive the same treatment as is accorded to the Selling Controlling Shareholder seller. SOLE PARAGRAPH ‐ The foregoing tender SOLE PARAGRAPH ‐ The foregoing tender offer must also be made: offer must also be made: (i) upon an assignment for value of rights to (i) upon an assignment for value of rights to subscribe to newly‐issued shares and other subscribe to newly‐issued shares and other securities or rights to convertible securities that securities or rights to convertible securities that may result in a disposal of a controlling interest may result in a disposal of a controlling interest in the Company; and in the Company; and (ii) in the event of disposal of a controlling (ii) in the event of disposal of a controlling interest in a company that holds controlling interest in a company that holds controlling power over the Company; in such case the power over the Company; in such case the Selling Controlling Shareholder will be Selling Controlling Shareholder will be required to disclose to BM&FBOVESPA the required to disclose to BM&FBOVESPA the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 237 the Company, as defined in the Novo Mercado direct or indirect sale of control of the Regulations, in a single transaction or a series Company, as defined in the Novo Mercado of successive transactions must be agreed upon Regulations, in a single transaction or a series under a condition precedent or subsequent that of successive transactions must be agreed upon the Purchaser of such Controlling Interest will under the condition precedent or subsequent make a tender offer for the remaining shares of that the Purchaser purchaser will make a the other shareholders of the Company, subject tender offer for the remaining shares of the to the terms of and within the time limits other for the shares issued by the Company prescribed by prevailing legislation and the and held by the other shareholders of the Novo Mercado Regulations, so that the holders Company, subject to the terms of and within of such shares will receive the same treatment the time limits prescribed in prevailing as is accorded to the Selling Controlling legislation in applicable regulations and the Shareholder. Novo Mercado Regulations, so that the holders of such shares will receive the same treatment as is accorded to the Selling Controlling Shareholder seller. SOLE PARAGRAPH ‐ The foregoing tender SOLE PARAGRAPH ‐ The foregoing tender offer must also be made: offer must also be made: (i) upon an assignment for value of rights to (i) upon an assignment for value of rights to subscribe to newly‐issued shares and other subscribe to newly‐issued shares and other securities or rights to convertible securities that securities or rights to convertible securities that may result in a disposal of a controlling interest may result in a disposal of a controlling interest in the Company; and in the Company; and (ii) in the event of disposal of a controlling (ii) in the event of disposal of a controlling interest in a company that holds controlling interest in a company that holds controlling power over the Company; in such case the power over the Company; in such case the Selling Controlling Shareholder will be Selling Controlling Shareholder will be required to disclose to BM&FBOVESPA the required to disclose to BM&FBOVESPA the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
238 value assigned to the Company in such value assigned to the Company in such disposal, together with the relevant supporting disposal, together with the relevant supporting documentation. documentation. SECTION 59 ‐ With due regard for the SECTION 59 ‐ With due regard for the Exclusion of Section 59 of the Bylaws of the provisions of these Bylaws and without provisions of these Bylaws and without Company to adjust it to the requirements set prejudice to the provisions of Section 54 above, prejudice to the provisions of Section 54 above, forth in the New NM Regulations. a party that acquires a Controlling Power in the a party that acquires a Controlling Power in the Company, as defined in the Novo Mercado Company, as defined in the Novo Mercado Regulations, by virtue of a private stock Regulations, by virtue of a private stock purchase agreement made with the Controlling purchase agreement made with the Controlling Shareholder, involving any number of shares, Shareholder, involving any number of shares, will be required to: will be required to: (i) make the tender offer mentioned in the Novo (i) make the tender offer mentioned in the Novo Mercado Regulations; and Mercado Regulations; and (ii) pay, as described below, an amount (ii) pay, as described below, an amount corresponding to the difference between the corresponding to the difference between the tender offer price and the price for the shares tender offer price and the price for the shares purchased on the stock exchange during the 6‐ purchased on the stock exchange during the 6‐ month period next preceding acquisition of month period next preceding acquisition of Controlling Power, as adjusted for inflation up Controlling Power, as adjusted for inflation up to the date of payment. Said amount will be to the date of payment. Said amount will be payable to all persons selling shares of the payable to all persons selling shares of the Company in the trading sessions where the Company in the trading sessions where the Purchaser purchased shares, pro rata to the net Purchaser purchased shares, pro rata to the net daily selling balance of each such person, daily selling balance of each such person, BM&FBOVESPA to arrange for the relevant BM&FBOVESPA to arrange for the relevant This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 238 value assigned to the Company in such value assigned to the Company in such disposal, together with the relevant supporting disposal, together with the relevant supporting documentation. documentation. SECTION 59 ‐ With due regard for the SECTION 59 ‐ With due regard for the Exclusion of Section 59 of the Bylaws of the provisions of these Bylaws and without provisions of these Bylaws and without Company to adjust it to the requirements set prejudice to the provisions of Section 54 above, prejudice to the provisions of Section 54 above, forth in the New NM Regulations. a party that acquires a Controlling Power in the a party that acquires a Controlling Power in the Company, as defined in the Novo Mercado Company, as defined in the Novo Mercado Regulations, by virtue of a private stock Regulations, by virtue of a private stock purchase agreement made with the Controlling purchase agreement made with the Controlling Shareholder, involving any number of shares, Shareholder, involving any number of shares, will be required to: will be required to: (i) make the tender offer mentioned in the Novo (i) make the tender offer mentioned in the Novo Mercado Regulations; and Mercado Regulations; and (ii) pay, as described below, an amount (ii) pay, as described below, an amount corresponding to the difference between the corresponding to the difference between the tender offer price and the price for the shares tender offer price and the price for the shares purchased on the stock exchange during the 6‐ purchased on the stock exchange during the 6‐ month period next preceding acquisition of month period next preceding acquisition of Controlling Power, as adjusted for inflation up Controlling Power, as adjusted for inflation up to the date of payment. Said amount will be to the date of payment. Said amount will be payable to all persons selling shares of the payable to all persons selling shares of the Company in the trading sessions where the Company in the trading sessions where the Purchaser purchased shares, pro rata to the net Purchaser purchased shares, pro rata to the net daily selling balance of each such person, daily selling balance of each such person, BM&FBOVESPA to arrange for the relevant BM&FBOVESPA to arrange for the relevant This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
239 payments in accordance with the terms of its payments in accordance with the terms of its regulations. regulations. SECTION 60 ‐ The Company will not record SECTION 60 ‐ The Company will not record Exclusion of Section 60 of the Bylaws of the any transfer of shares to the Purchaser of a any transfer of shares to the Purchaser of a Company to adjust it to the requirements set controlling interest or to the person(s) that controlling interest or to the person(s) that forth in the New NM Regulations. become(s) the owner(s) of a controlling interest become(s) the owner(s) of a controlling interest unless and until they have signed the relevant unless and until they have signed the relevant Consent of Controlling Shareholder as Consent of Controlling Shareholder as mentioned in the Novo Mercado Regulations. mentioned in the Novo Mercado Regulations. SECTION 61 ‐ With due regard for the SECTION 61 ‐ With due regard for the Exclusion of Section 61 of the Bylaws of the provisions in these Bylaws, the Company will provisions in these Bylaws, the Company will Company to adjust it to the requirements set not file a shareholders’ agreement providing not file a shareholders’ agreement providing forth in the New NM Regulations. for exercise of Controlling Power until its for exercise of Controlling Power until its signatories have signed a Consent of signatories have signed a Consent of Controlling Shareholder. Controlling Shareholder. Sections 35 to 63 Sections 37 to 61 Renumbered sections resulting from the inclusion of new ones, as per changes described above. SECTION 64 –The provisions of the Novo SECTION 64 – The provisions of the Novo Exclusion of Section 64 of the Bylaw of the Mercado Regulations will prevail over the Mercado Regulations will prevail over the Company to adjust it to the requirements set provisions of these Bylaws, in the event of provisions of these Bylaws, in the event of forth in the New NM Regulation. detriment to the rights of the offerees in the detriment to the rights of the offerees in the tender offers contemplated in these Bylaws. tender offers contemplated in these Bylaws. ARTICLE IX ARTICLE IX ARBITRATION ARBITRATION This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 239 payments in accordance with the terms of its payments in accordance with the terms of its regulations. regulations. SECTION 60 ‐ The Company will not record SECTION 60 ‐ The Company will not record Exclusion of Section 60 of the Bylaws of the any transfer of shares to the Purchaser of a any transfer of shares to the Purchaser of a Company to adjust it to the requirements set controlling interest or to the person(s) that controlling interest or to the person(s) that forth in the New NM Regulations. become(s) the owner(s) of a controlling interest become(s) the owner(s) of a controlling interest unless and until they have signed the relevant unless and until they have signed the relevant Consent of Controlling Shareholder as Consent of Controlling Shareholder as mentioned in the Novo Mercado Regulations. mentioned in the Novo Mercado Regulations. SECTION 61 ‐ With due regard for the SECTION 61 ‐ With due regard for the Exclusion of Section 61 of the Bylaws of the provisions in these Bylaws, the Company will provisions in these Bylaws, the Company will Company to adjust it to the requirements set not file a shareholders’ agreement providing not file a shareholders’ agreement providing forth in the New NM Regulations. for exercise of Controlling Power until its for exercise of Controlling Power until its signatories have signed a Consent of signatories have signed a Consent of Controlling Shareholder. Controlling Shareholder. Sections 35 to 63 Sections 37 to 61 Renumbered sections resulting from the inclusion of new ones, as per changes described above. SECTION 64 –The provisions of the Novo SECTION 64 – The provisions of the Novo Exclusion of Section 64 of the Bylaw of the Mercado Regulations will prevail over the Mercado Regulations will prevail over the Company to adjust it to the requirements set provisions of these Bylaws, in the event of provisions of these Bylaws, in the event of forth in the New NM Regulation. detriment to the rights of the offerees in the detriment to the rights of the offerees in the tender offers contemplated in these Bylaws. tender offers contemplated in these Bylaws. ARTICLE IX ARTICLE IX ARBITRATION ARBITRATION This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
240 SECTION 65 – The Company, its shareholders, SECTION 652‐ The Company, its Change to the current Section 65 (Section 62, directors, executive officers and members of shareholders, directors, executive officers and due to the renumbering of sections) of the the Fiscal Council agree to settle by arbitration, members of the Fiscal Council fiscal council, Bylaws of the Company to adjust it to the to be conducted by the Market Arbitration including acting and alternate members, if any, requirements set forth in the New NM Panel (Câmara de Arbitragem do Mercado), any agree to settle by arbitration, to be conducted Regulations. and all disputes or disagreements among them by the Market Arbitration Panel (Câmara de arising from or in relation to, in particular, the Arbitragem do Mercado), pursuant to its applicability, validity, effectiveness, regulation, any disagreements among them construction, and violation and related effects arising from or in relation to, in particular, the of the provisions of Law No. 6,404/76, as applicability, validity, effectiveness, amended, the Bylaws of the Company, the construction, and violation and related effects, rules issued by the National Monetary Council, the condition of issuer, shareholders, directors, the Central Bank of Brazil and the Brazilian executive officers and members of the fiscal Securities Commission, as well as other rules council, in particular, pursuant to the applicable to the operation of the capital provisions of Law No. 6,385, Law No. 6,404/76, markets in general, in addition to the as amended, the Bylaws of the Company, the provisions contained in the Novo Mercado rules issued by the National Monetary Council, Regulations, the Arbitration Rules, the the Central Bank of Brazil and the CVM, as well Sanction Rules and the Novo Mercado as other rules applicable to the operation of the Participation Agreement. capital markets in general, in addition to the provisions contained in the Novo Mercado Regulations, the Arbitration Rules, the Sanction Rules other B3 regulations and the Novo Mercado Participation Agreement. PARAGRAPH ÚNICO – The provisions of this SOLE PARAGRAPH 1 – The provisions of this Section will not apply in the case of disputes or Section will not apply in the case of disputes or disagreements related to or deriving from the disagreements related to or deriving from the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 240 SECTION 65 – The Company, its shareholders, SECTION 652‐ The Company, its Change to the current Section 65 (Section 62, directors, executive officers and members of shareholders, directors, executive officers and due to the renumbering of sections) of the the Fiscal Council agree to settle by arbitration, members of the Fiscal Council fiscal council, Bylaws of the Company to adjust it to the to be conducted by the Market Arbitration including acting and alternate members, if any, requirements set forth in the New NM Panel (Câmara de Arbitragem do Mercado), any agree to settle by arbitration, to be conducted Regulations. and all disputes or disagreements among them by the Market Arbitration Panel (Câmara de arising from or in relation to, in particular, the Arbitragem do Mercado), pursuant to its applicability, validity, effectiveness, regulation, any disagreements among them construction, and violation and related effects arising from or in relation to, in particular, the of the provisions of Law No. 6,404/76, as applicability, validity, effectiveness, amended, the Bylaws of the Company, the construction, and violation and related effects, rules issued by the National Monetary Council, the condition of issuer, shareholders, directors, the Central Bank of Brazil and the Brazilian executive officers and members of the fiscal Securities Commission, as well as other rules council, in particular, pursuant to the applicable to the operation of the capital provisions of Law No. 6,385, Law No. 6,404/76, markets in general, in addition to the as amended, the Bylaws of the Company, the provisions contained in the Novo Mercado rules issued by the National Monetary Council, Regulations, the Arbitration Rules, the the Central Bank of Brazil and the CVM, as well Sanction Rules and the Novo Mercado as other rules applicable to the operation of the Participation Agreement. capital markets in general, in addition to the provisions contained in the Novo Mercado Regulations, the Arbitration Rules, the Sanction Rules other B3 regulations and the Novo Mercado Participation Agreement. PARAGRAPH ÚNICO – The provisions of this SOLE PARAGRAPH 1 – The provisions of this Section will not apply in the case of disputes or Section will not apply in the case of disputes or disagreements related to or deriving from the disagreements related to or deriving from the This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
241 Golden Share held by the Brazilian Federal Golden Share held by the Brazilian Federal Government or the rights and prerogatives Government or the rights and prerogatives thereof under the law or these Bylaws, which thereof under the law or these Bylaws, which will be submitted to the jurisdiction of the will be submitted to the jurisdiction of the central courts of the judicial district of the City central courts of the judicial district of the City Brasília (Federal District). Brasília (Federal District). No corresponding text. PARAGRAPH 2 – The investiture of directors, executive officers and members of the fiscal council, including acting and alternate members, is contingent on the execution of the investiture instrument, which must set forth that they are subject to the arbitration clause set forth in this Section 62. ARTICLE X ARTICLE X No corresponding text. SECTION 63 – The Company may enter into The proposed change, i.e., the inclusion of a agreements with, or approve indemnity new article (Article X – Indemnity Agreements) seeks to explain in the Bylaws of the Company policies covering the members of the Board of the possibility of execution of indemnity Directors, Fiscal Council, Board of Executive agreements with directors, officers, members Officers and committees of the Company or its of the Fiscal Council and of the committees of controlled companies, as well as the employees the Company and its controlled companies, as and agents that duly act under powers of well as employees and agents that duly act attorney granted by the directors and executive under powers of attorney granted by the officers of the Company or its controlled directors and executive officers of the companies (“Beneficiaries”), for whom the Company or its controlled companies. Company agrees to bear or reimburse certain This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 241 Golden Share held by the Brazilian Federal Golden Share held by the Brazilian Federal Government or the rights and prerogatives Government or the rights and prerogatives thereof under the law or these Bylaws, which thereof under the law or these Bylaws, which will be submitted to the jurisdiction of the will be submitted to the jurisdiction of the central courts of the judicial district of the City central courts of the judicial district of the City Brasília (Federal District). Brasília (Federal District). No corresponding text. PARAGRAPH 2 – The investiture of directors, executive officers and members of the fiscal council, including acting and alternate members, is contingent on the execution of the investiture instrument, which must set forth that they are subject to the arbitration clause set forth in this Section 62. ARTICLE X ARTICLE X No corresponding text. SECTION 63 – The Company may enter into The proposed change, i.e., the inclusion of a agreements with, or approve indemnity new article (Article X – Indemnity Agreements) seeks to explain in the Bylaws of the Company policies covering the members of the Board of the possibility of execution of indemnity Directors, Fiscal Council, Board of Executive agreements with directors, officers, members Officers and committees of the Company or its of the Fiscal Council and of the committees of controlled companies, as well as the employees the Company and its controlled companies, as and agents that duly act under powers of well as employees and agents that duly act attorney granted by the directors and executive under powers of attorney granted by the officers of the Company or its controlled directors and executive officers of the companies (“Beneficiaries”), for whom the Company or its controlled companies. Company agrees to bear or reimburse certain This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
242 Publicly‐held companies usually include in the expenses, costs and damages effectively package of benefits offered to their directors incurred by the Beneficiaries, during or after and officers instruments that protect them from the period of their relationship with the certain adverse consequences resulting from Company, related to arbitration, judicial or liabilities and duties attributed to directors and administrative proceedings, involving acts officers pursuant to applicable law, regulations practiced in the regular exercise of the or judicial orders. The main instrument used Beneficiaries’ duties, from the date of their for this purpose is the civil liability insurance investiture or beginning of the employment (“D&O insurance”). relationship with the Company, as applicable. However, recently, indemnity agreements PARAGRAPH 1 – Without prejudice to other have been increasingly used as an instrument events set forth in agreements or indemnity to attract and retain members of management policies approved by the Board of Directors, and other employees. These agreements are the Company will not make disbursements in used complementarily and together with D&O favor of Beneficiaries based on these insurance, filling any gaps left by the reduced coverage of D&O policies and seeking a more agreements or indemnity policies in the and comprehensive system to protect members following cases: of management and employees. I. acts practiced outside the regular exercise It is noteworthy that the proposed wording is of the Beneficiaries’ duties; in line with the Guiding Opinion (Parecer de II. acts practiced by Beneficiaries in bad faith, Orientação) No. 38 of the CVM, which intentionally, with gross fault or upon fraud; (i) recognized the standing of these indemnity agreement as instruments to attract and retain III. acts practiced by Beneficiaries in their own qualified professionals and (ii) made interest or the interests of third parties, to the recommendations on procedures and remedies detriment of the corporate interest of the that companies must adopt to mitigate the risk Company; or This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 242 Publicly‐held companies usually include in the expenses, costs and damages effectively package of benefits offered to their directors incurred by the Beneficiaries, during or after and officers instruments that protect them from the period of their relationship with the certain adverse consequences resulting from Company, related to arbitration, judicial or liabilities and duties attributed to directors and administrative proceedings, involving acts officers pursuant to applicable law, regulations practiced in the regular exercise of the or judicial orders. The main instrument used Beneficiaries’ duties, from the date of their for this purpose is the civil liability insurance investiture or beginning of the employment (“D&O insurance”). relationship with the Company, as applicable. However, recently, indemnity agreements PARAGRAPH 1 – Without prejudice to other have been increasingly used as an instrument events set forth in agreements or indemnity to attract and retain members of management policies approved by the Board of Directors, and other employees. These agreements are the Company will not make disbursements in used complementarily and together with D&O favor of Beneficiaries based on these insurance, filling any gaps left by the reduced coverage of D&O policies and seeking a more agreements or indemnity policies in the and comprehensive system to protect members following cases: of management and employees. I. acts practiced outside the regular exercise It is noteworthy that the proposed wording is of the Beneficiaries’ duties; in line with the Guiding Opinion (Parecer de II. acts practiced by Beneficiaries in bad faith, Orientação) No. 38 of the CVM, which intentionally, with gross fault or upon fraud; (i) recognized the standing of these indemnity agreement as instruments to attract and retain III. acts practiced by Beneficiaries in their own qualified professionals and (ii) made interest or the interests of third parties, to the recommendations on procedures and remedies detriment of the corporate interest of the that companies must adopt to mitigate the risk Company; or This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
243 of violation of fiduciary duties of members of IV. indemnifications resulting from the action management under the indemnity agreements. for damages provided in Section 159 of Law No. 6,404/76 or reimbursement for losses provided in Section 11, paragraph 5, item II, of Law No. 6,385/76. PARAGRAPH 2 – The indemnity agreements (acordos de indenidade) or policies must be adequately disclosed and provide for, without limitation: I. the applicable terms and conditions; II. mechanisms to identify and handle conflicts of interest; and III. the procedure to be adopted in the decision‐making process about the execution of indemnity agreements (acordos de indenidade) by the Company and the payment of amounts by the Company. PARAGRAPH 3 – In the cases that, after a final and unappealable judgment is rendered, it is confirmed that the act practiced by a Beneficiary is not indemnifiable pursuant to the indemnity agreement (acordo de indenidade) or policy approved by the Board of Directors, any amounts paid by the Company relating to This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 243 of violation of fiduciary duties of members of IV. indemnifications resulting from the action management under the indemnity agreements. for damages provided in Section 159 of Law No. 6,404/76 or reimbursement for losses provided in Section 11, paragraph 5, item II, of Law No. 6,385/76. PARAGRAPH 2 – The indemnity agreements (acordos de indenidade) or policies must be adequately disclosed and provide for, without limitation: I. the applicable terms and conditions; II. mechanisms to identify and handle conflicts of interest; and III. the procedure to be adopted in the decision‐making process about the execution of indemnity agreements (acordos de indenidade) by the Company and the payment of amounts by the Company. PARAGRAPH 3 – In the cases that, after a final and unappealable judgment is rendered, it is confirmed that the act practiced by a Beneficiary is not indemnifiable pursuant to the indemnity agreement (acordo de indenidade) or policy approved by the Board of Directors, any amounts paid by the Company relating to This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
244 this act based on the Beneficiary’s obligations set forth in these indemnity agreements (acordos de indenidade) or policies must be returned by Beneficiaries. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail. 244 this act based on the Beneficiary’s obligations set forth in these indemnity agreements (acordos de indenidade) or policies must be returned by Beneficiaries. This is a free translation of the manual and management proposal for Embraer’s shareholders’ meeting required pursuant to Brazilian laws. This is not, and shall not be read as, proxy statement compliant with U.S. laws. If there is any inconsistency or ambiguity between the English version and the Portuguese version of this manual and management proposal, the Portuguese version shall prevail.
embraer.comembraer.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 29, 2019
Embraer S.A.
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| By: | /s/ Nelson Krahenbuhl Salgado | |||
| Name: | Nelson Krahenbuhl Salgado | |||
| Title: | Chief Financial and Investor Relations Officer | |||