Assembleia pendente de aprovação
Annual General Meeting (AGM) - EMBRAER S.A. to be held on 04/26/2021
Shareholder's Name
Shareholder's CNPJ or CPF
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 Ministry of Economy, 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. In order to this Ballot be deemed as valid and the votes casted herein be counted as part of the quorum of the Annual Shareholders’ 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 Considering the current guidelines of the Ministry of Health and the Government of the State of São Paulo for prevention and control of the Coronavirus (COVID-19), and aiming at the safety of its shareholders, the Company suggests that, if possible, preference should be given to the use of the distance voting ballot (boletim de voto à distância) for participation in the Meetings hereby called, in particular by sending the voting ballot to service providers capable of collecting and transmitting instructions for filling it out (custodian or bookkeeper), given the greater simplicity of such procedure.
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 Annual and Extraordinary General Shareholders’ Meetings, i.e., until April 19th, 2021 (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 Annual and Extraordinary General Shareholders’ Meetings. 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 Annual and Extraordinary General Shareholders’ Meetings, 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) 3040-6874, email: [email protected]. 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 Annual and Extraordinary General DISTANCE VOTING BALLOT Annual General Meeting (AGM) - EMBRAER S.A. to be held on 04/26/2021 in the completion guidance above and in the Manual for the Annual and Extraordinary General Shareholders’ Meetings be forwarded to the attention of its Investors Relations Department only to the email address: [email protected]. 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 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: [email protected] Resolutions concerning the Annual General Meeting (AGM) Simple Resolution 1. To resolve on the management accounts and on the financial statements for the fiscal year ended December 31, 2020.
[ ] Approve [ ] Reject [ ] Abstain
Simple Resolution 2. To review and resolve on the allocation of net income (loss) for the fiscal year ended December 31, 20 20, as proposed by management and detailed in the Manual for the Annual and Extraordinary General Shareholders’ Meetings, as follows: (i) absorption by the Revenue Reserves in the amount of R$2,595,444,555.21, already increased by the loss from the sale of treasury shares by virtue of the exercise of stock options under the Company’s stock option program in the amount of R$392,851.98, of which R$433,492,658.34 was absorbed by the “Legal Reserve”, R$103,775,930.87 by the “Investment Subsidy Reserve”, and R$2,058,175,966.00 by the “Investments and Working Capital Reserve”; (ii) Maintenance of the excess amount to the Revenue Reserves totaling R$1,020,962,420.37 recorded as “Accumulated Losses” in the Shareholders Equity of the Company.
[ ] Approve [ ] Reject [ ] Abstain
Simple Resolution 3. To define the number of members of the Board of Directors, according to the proposal of management and detailed in the Manual for the Annual and Extraordinary Shareholders Meetings, as follows: eleven effective members for a term of two years, until the General Meeting of 2023.
[ ] Approve [ ] Reject [ ] Abstain
Election of the board of directors by single group of candidates
Chapa Alexandre Gonçalves Silva (Presidente) Raul Calfat (Vice-Presidente) Claudia Sender Ramirez Dan Ioschpe João Cox Neto Maria Letícia de Freitas Costa Pedro Wongtschowski Sergio Guillinet Fajerman
4. Nomination of all candidates to be included on the slate. - Chapa
[ ] Approve [ ] Reject [ ] Abstain DISTANCE VOTING BALLOT Annual General Meeting (AGM) - EMBRAER S.A. to be held on 04/26/2021
5. If one of the candidates on the selected slate leaves such slate, may the votes corresponding to your shares continue to be assigned to the selected slate?
[ ] Yes [ ] No [ ] Abstain
6. In the case of adoption of cumulative voting, do you wish to distribute your assigned votes by percentages among the candidates included in your selected slate?[If the shareholder chooses to abstain and the election occurs by the cumulative voting process, his vote must be counted as an abstention in the respective resolution of the meeting.]
[ ] Yes [ ] No [ ] Abstain
7. View all the candidates on the slate to indicate the percentage (%) of votes to be assigned.
Alexandre Gonçalves Silva (Presidente) [ ] %
Raul Calfat (Vice-Presidente) [ ] %
Claudia Sender Ramirez [ ] %
Dan Ioschpe [ ] %
João Cox Neto [ ] %
Maria Letícia de Freitas Costa [ ] %
Pedro Wongtschowski [ ] %
Sergio Guillinet Fajerman [ ] %
Election of the fiscal board by single group of candidates
Chapa Ivan Mendes do Carmo (Presidente) / Tarcísio Luiz Silva Fontenele (Suplente) José Mauro Laxe Vilela (Vice-Presidente) / (Efetivo) / Wanderley Fernandes da Silva (Suplente) João Manoel Pinho de Mello (Efetivo) / Pedro Jucá Maciel (Suplente) Maurício Rocha Alves de Carvalho (Efetivo) / Mario Ernesto Vampré Humberg (Suplente)
8. Nomination of all candidates to be included on the slate. - Chapa
[ ] Approve [ ] Reject [ ] Abstain
9. If one of the candidates on the selected slate leaves such slate to accommodate a separate election as per Section 161, Paragraph 4, and Section 240 of Law No. 6,404 of 1976, may the votes corresponding to your shares continue to be assigned to the selected slate? -
[ ] Yes [ ] No [ ] Abstain
Simple Resolution 10. To fix a cap of R$ 65 million as the aggregate annual compensation of the Company management, as proposed by the management and detailed in the Annual and Extraordinary General Shareholders’ Meetings Manual, for the period from May 2021 to April 2022.
[ ] Approve [ ] Reject [ ] Abstain DISTANCE VOTING BALLOT Annual General Meeting (AGM) - EMBRAER S.A. to be held on 04/26/2021
Simple Resolution 11. To fix the compensation of the members of the Fiscal Council, according to a proposal from the management, for the period from May 2021 to April 2022, as follows: monthly compensation of the Chairman of the Fiscal Council: R$ 15,000.00 and monthly compensation of each acting member of the Fiscal Council: R$ 13,500.00.
[ ] Approve [ ] Reject [ ] Abstain
Simple Question 12. In the event of a second call for the Annual Shareholders’ Meeting, should the voting instructions herein be considered for the holding of said meeting installed at second call?
[ ] Yes [ ] No [ ] Abstain
Simple Question 13. Do you want to request the adoption of a cumulative voting procedure for the election of the board of directors, pursuant to Section 141 of Law No. 6,404, 1976?
[ ] Yes [ ] No [ ] Abstain
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