Embraer : Distance Voting EGM - Embraer and Boeing Partnership

Assembleia pendente de aprovação

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - EMBRAER S.A. to be held on 02/26/2019

Shareholder's Name

Shareholder's CNPJ or CPF E-mail

Instructions on how to cast your vote

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

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

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

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

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

• • Forwarding to the Company: The shareholder shall send this Ballot, no later than 7 days prior to the Extraordinary Shareholders' Meeting ("Meeting"), i.e., until February 19th, 2019 (including), to one of the addresses mentioned below (postal code or email), jointly with the documents required by the Company described in item 12.2 of the Reference Form and in the Manual for the Meeting. In order to verify if the shareholder is a Brazilian Shareholder or if it is a Foreign Shareholder (in accordance with the definition of the bylaws), the Company shall require a certified copy or digital copy of the original identification document of the shareholder, or a proof issued by the financial depositary institution of the registered shares, or in custody, pursuant to the terms of article 40 of Law No. 6.404/76 (the Company will not request the delivery of a proof by the owner of registered shares who is in the list of shareholders provided by the financial depositary institution). In accordance with regulation in force, the Company will inform the shareholder whether the documents received are sufficient or not to deem the vote as valid.

• • Forwarding to the Company's bookkeeping agent: The shareholder shall send the instructions regarding the completion of this Ballot to the Company's bookkeeping agent (Itaú Corretora de Valores S.A.), in case of shares that are not held in a Central Depository, in accordance with the proceedings set forth and documents required by the Company's bookkeeping agent.

• • Forwarding to the custody agent: In this case, the shareholder shall send the instructions regarding the completion of this Ballot to the custody agent of his/her/its shares, in accordance with the proceedings set forth and documents required by the applicable custody agent.

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

For additional clarifications, access the Manual for participation in the Meeting, available at the websites of the Company (ri.embraer.com.br), of the Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br) and of B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br) on the world wide web. In case of any doubts, please contact the Investors Relations Department, through the number: (11) 3040-9518, email:[e-mail].

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

The Company requests that the Ballot and the documents required by the Company as described in the completion guidance above and in the Manual for the Meeting be forwarded to the attention of its Investors Relations Department, preferably to the email address:[e-mail]. In the event of the forwarding of documents by postal mail, such document shall be send to Av. Brigadeiro Faria Lima, 2.170, post office 294, São José dos Campos, SP, CEP 12.227-901, to the attention of the Investors Relations Department and, in the event of hand delivery, at Av. Brigadeiro Faria Lima, 2.170, São José dos Campos-SP, entrance F 46, to the attention of the Investors Relations Department (extension line 3953) and the Company requests the forwarding of a copy of the Ballot [e-mail].

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

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - EMBRAER S.A. to be held on 02/26/2019

securities, with name, physical and electronic address, contact person and phone number

ITAÚ CORRETORA DE VALORES S.A.

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

Shareholders Assistance: 3003-9285 (capital cities and metropolitan areas) 0800 7209285 (other locations)

Assistance hours: business days, from 9 am to 6 pm. Email:[e-mail]

Resolutions concerning the Extraordinary General Meeting (EGM)

Simple Resolution

1. To resolve on the approval of the strategic partnership between Embraer and The Boeing Co., in accordance with Management's Proposal ("Transaction") which comprises the following: i. separation and transfer, by Embraer, of assets, liabilities, properties, rights and obligations related to the commercial aviation business unit to a Brazilian closely-held corporation, which corporation will conduct the commercial aviation business and perform services that are currently performed by Embraer ("Commercial Aviation NewCo");

ii. acquisition and subscription by a subsidiary of Boeing in Brazil ("Boeing Brazil") of shares representing 80% of the Commercial Aviation NewCo's share capital, so that Embraer and Boeing Brazil will hold, respectively, 20% and 80% of the total and voting share capital of the Commercial Aviation NewCo and execute a shareholders' agreement; iii. execution by Embraer, Boeing and/or the Commercial Aviation NewCo, as applicable, of operational agreements that will govern, among other aspects, the provision of general and engineering services, intellectual property licensing, research and development, use and access of certain facilities, supply of certain products and components, and an agreement to maximize potential cost reduction opportunities in Embraer's supply chain; iv. formation, as part of the Transaction, in addition to the Commercial Aviation NewCo, of another joint venture between Embraer or a subsidiary of Embraer and Boeing or a subsidiary of Boeing for the promotion and development of new markets and applications for the multi-mission airplane KC-390, based on opportunities to be identified together, and development, manufacture and sales of the KC-390, in which joint venture Embraer or its subsidiary will hold 51% and Boeing or its subsidiary 49% of the share capital (the "KC-390 NewCo");

v. execution, by Embraer, Boeing and/or the KC-390 NewCo, as the case may be, of certain operational agreements for the KC-390 NewCo, including supply, intellectual property licensing, engineering services and other services and support agreements.

[ ] Approve [ ] Reject [ ] Abstain

Simple Question

2. In the event of a second call for the Extraordinary Shareholders Meeting, should the voting instructions herein be considered for the holding of said meeting installed at second call?

[ ] Yes [ ] No [ ] Abstain

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