Embraer - Proof 9 4-Apr-23

JPMorgan Chase Bank, N.A., Depositary

PO Box 64873 Saint Paul MN 55164-0873

EMBRAER

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

REPRESENTING COMMON SHARES OF

EMBRAER

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

FOLD AND DETACH HERE

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

Annual General Shareholders' Meeting

FOR AGAINST ABSTAIN

Res. 1

Res. 2

Res. 3

Res. 5

Res. 6

Res. 7

FOR AGAINST DISCRETION*

Res. 4

*By checking this box on the Directors Resolution you will be instructing the Depositary to give a discretionary proxy to a person designated by the Company with respect to such resolution.

Address change

Mark box, sign and indicate changes/comments below:

Sign below

Date:

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

ANNUAL GENERAL SHAREHOLDERS' MEETING

  1. To resolve on the management accounts and to examine, discuss and vote on the financial statements for the fiscal year ended December 31, 2022.
  2. To resolve on the allocation of the net income for the fiscal year ended December 31, 2022, in accordance with the management's proposal and as detailed in the Manual for the Annual General Shareholders' Meeting, as follows:

Considering the lack of legal and statutory profit reserves, management proposes that the loss for the fiscal year in the total amount of R$ 953,656,213.82 be recorded as "Accumulated Losses" in the Company's Shareholders' Equity.

  1. To resolve on the number of members to compose the Board of Directors, as proposed by the management and detailed in the Manual for the Ordinary General Shareholders' Meeting, as follows: eleven (11) effective members, for a term of two (2) years, until the 2025 Ordinary General Shareholders' Meeting.
  2. To elect the members of the Board of Directors by Slate. Slate proposed by the Administration:
    • Alexandre Gonçalves Silva (President)
    • Raul Calfat (Vice-President)
    • Claudia Sender Ramirez
    • Dan Ioschpe
    • Kevin Gregory McAllister
    • Márcio Elias Rosa
    • Mauro Gentile Rodrigues da Cunha
    • Todd Messer Freeman

Embraer - Proof 9 4-Apr-23

  1. To elect the members of the Fiscal Council by Slate Slate proposed for the Fiscal Council:
    • Mario Ernesto Vampré Humberg (Chairman) / (Effective) - Doris Beatriz França Wilhelm (Alternate)
    • Magali Rogéria de Moura Leite (Vice Chairman) / (Effective)- Stania Lopes Moraes (Alternate)
    • Carla Alessandra Trematore (Effective) - Guillermo Oscar Braunbeck (Alternate)
    • Otávio Ladeira Medeiros (Effective) - Adriano Pereira de Paula (Alternate)
    • Reginaldo Ferreira Alexandre (Effective) - Adjarbas Guerra Neto (Alternate)
  2. To fix a cap for the aggregate annual compensation of the Company's Management, as proposed by the management and detailed in the Manual for the Ordinary General Shareholders' Meetings, in the amount of R$ 72 million, for the period from May 2023 to April 2024.
  3. To establish the compensation of the members of the Fiscal Council, as proposed by the management, for the period from May 2023 to April 2024, as follows: monthly compensation of the Chairman of the Fiscal Council in the amount of R$ 22,166.67 and the individual amount of R$ 15,000.00 to the other acting members of the Fiscal Council

Pursuant to paragraph 6 of Section 124 of Law No. 6,404/76, the documents that are the subject matter of the resolutions of the Meeting hereby called, including those mentioned in Sections 10,11, 3 and 14 of CVM Instruction No. 81/22, 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).

If you have any questions, please contact the Embraer Investor Relations team at 55 11 3040 8445 or investor.relations@embraer.com.br, from 7:00AM to 3:00PM, Eastern Time.

Embraer

JPMorgan Chase Bank, N.A., Depositary PO Box 64873, Saint Paul MN 55164-0873

Voting Instruction Card

JPMorgan Chase Bank, N.A. (the "Depositary") has received advice that the Annual General Shareholders' Meeting (the "Meeting") of Embraer (the "Company") will be held exclusively by digital means on April 28, 2023, at 10:00 a.m. (local time), for the purposes set forth on this card.

If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Common Shares ("Shares") represented by your American Depositary Shares ("ADSs") FOR or AGAINST or to ABSTAIN from the Resolutions to be proposed, or any of them, at the Meetings, the Voting Instruction Card should be executed in such a manner as to clearly show whether you desire the Nominee or Nominees of the Depositary to vote FOR or AGAINST or to ABSTAIN on such Resolutions. If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Shares represented by your ADSs FOR or AGAINST or to give a discretionary proxy to a person designated by the Company with respect to the proposed Directors Resolution at the Meeting, the Voting Instruction Card should be executed in such a manner as to clearly show whether you desire the Nominee or Nominees of the Depositary to vote FOR or AGAINST or to give DISCRETION on such Directors Resolution. Note that with respect to the Directors Resolution, the election of nominees for the Company's Board of Directors shall be conducted according to slate voting, unless cumulative voting is adopted according to the provisions set forth in the Company's Articles of Incorporation. To the extent that slate voting is utilized for the election of nominees for the Company's Board of Directors at the Meeting, you are advised that (a) the instructions to give a discretionary proxy on the Directors Resolution to a person designated by the Company will be used by such person to vote the Shares represented by ADSs for which such discretionary proxy is granted in favor of the slate of nominees proposed by the Company's Board of Directors, (b) the Shares represented by ADSs with voting instructions in favor of the slate of nominees proposed by the Company's Board of Directors shall be voted for such slate, and (c) the Shares represented by ADSs with voting instructions against the slate of nominees proposed by the Company's Board of Directors shall be voted against such slate. To the extent cumulative voting is utilized for the election of nominees for the Company's Board of Directors at the Meeting, you are advised that (a) the instructions to give a discretionary proxy on the Directors Resolution to a person designated by the Company shall allow such person to vote the Shares represented by the ADSs for which such discretionary proxy is granted in any manner such person may desire, including on a cumulative voting basis, (b) the Shares represented by ADSs with voting instructions in favor of the slate of nominees proposed by the Company's Board of Directors shall be voted one vote for each nominee on such slate, and (c) the Shares represented by ADSs with voting instructions against the slate of nominees proposed by the Company's Board of Directors shall be voted one vote against each nominee on such slate. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 8:00 a.m. (Eastern Time), April 26, 2023. The enclosed postage paid envelope is provided for such purpose. Only the registered holders of record at the close of business on March 24, 2023 will be entitled to execute the attached Voting Instruction Card.

The signatory, a registered holder of ADSs representing Common Shares of the Company, of record as of March 24, 2023, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Common Shares of the Company represented by such ADSs, on the Resolutions at the Meetings, or to abstain, as the case may be, in each case in accordance with the instructions set forth hereon.

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

NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be received by the Depositary before 8:00 a.m. (Eastern Time), April 26, 2023.

JPMorgan Chase Bank, N.A., Depositary

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

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Embraer SA published this content on 04 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2023 20:27:22 UTC.