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Embraer S.A. – ‘6-K’ for 3/31/24

On:  Thursday, 3/28/24, at 9:49am ET   ·   For:  3/31/24   ·   Accession #:  1292814-24-1054   ·   File #:  1-15102

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/24  Embraer S.A.                      6-K         3/31/24    1:1.4M                                   MZ Technologies/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Current, Quarterly or Annual Report by a Foreign    HTML   1.18M 
                Issuer                                                           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 6-K

__________________________________

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of March 2024

Commission File Number: 001-15102

__________________________________

Embraer S.A.

__________________________________

Avenida Dra. Ruth Cardoso, 8501,

30th floor (part), Pinheiros, São Paulo, SP, 05425-070, Brazil

(Address of principal executive offices)

__________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Index

ANNEXES

Annex I – Management's Considerations

Annex II – Opinion and Report of the Audit, Risk and Ethics Committee

Annex III – Information about the Candidates for the Fiscal Council

Annex IV – Management Compensation

Annex VI – Proposed Bylaws

Annex VII – Report on the Proposed Statutory Amendments

São José dos Campos, March 25, 2024

Dear Shareholder,

We are pleased to invite you to read our Manual for the Annual and Extraordinary General Meetings ("AEGM" or "Meetings") of Embraer S.A. ("Embraer" or "Company"), which are called, cumulatively, for April 25, 2024, at 10 am, and shall be held exclusively by digital means, using the Microsoft Teams platform.

Embraer's shares have been listed on B3 S.A. - Brasil, Bolsa, Balcão ("B3") since 1989, and since 2006 they have been listed in the New Market segment, and on the New York Stock Exchange (NYSE) since July 2000, through American Depositary Receipts (ADRs).

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.

The main matters to be decided at the AEGM are described in the Call Notice, as per item 3 below.Embraer's Management presented proposals related to the matters to be voted, which are included in this Manual.

The Company will hold the AEGM exclusively by digital means in accordance with the provisions of the Resolution of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - "CVM") No. 81/22 ("RCVM 81"). Thus, shareholders may: (i) send a remote voting ballot prior to the AEGM, or (ii) digitally attend and vote during the AEGM through the electronic system made available by the Company, as indicated in this Manual.

Convening the (i) Annual General Meeting on first call requires the attendance of shareholders representing at least 25% of the voting capital stock, pursuant to article 125 of Law No. 6,404/76; and the (ii) Extraordinary General Meeting requires the attendance of shareholders representing at least two-thirds of the voting capital stock, pursuant to article 135 of Law 6,404/76.If the quorum is not achieved, the Company publishes a new call notice with a new date for the Meetings, which shall be held with any number of attending shareholders.

Given the legal and statutory requirements regarding the quorum for decision-making, I emphasize the importance of your vote for us to decide on the matters raised here.

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 within this concept, can clarify the matters on the agenda and motivate you to attend the AEGM.

We emphasize that the information and guidelines contained in this Manual do not replace or change the laws or regulations applicable to General Meetings and shareholder participation, which shall be fully observed.

We count on your attendance in the Meetings, 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

2.1.          Voting at the Meetings

The attendance of Shareholders at the AEGM is of great importance. Each common share will be entitled to one vote on the resolutions of the Meetings, subject to the following limits set forth in the Company's Bylaws:

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

The votes of the Brazilian Shareholders and the Foreign Shareholders on the resolutions of the Meetings will be counted separately. To that end, the Chairman of the Meeting 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 remote voting ballot (boletim de voto à distância) sent directly to the Company or through a third party, shall be proportionately reduced by the percentage of such excess, so that the total number of votes of the Foreign Shareholders does not exceed the limit of 40% the votes that may be cast in the Meetings.

For the purposes of enforcing the restriction on the maximum number of votes allocated to each shareholder, you must consider the following definitions set forth in Embraer's Bylaws:

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

As for investment funds, only those with a common administrator whose investment and voting policy at General Meetings, under the terms of the respective regulations, is the responsibility of the administrator, on a discretionary basis, are considered to be part of a Shareholder Group.

Holders of securities issued under the Company's Depositary Receipts program are not considered a Shareholder Group, unless they meet any of the criteria set forth in items (i) through (iv) above.

Any shareholders or Shareholder Groups represented by the same proxy, administrator or representative shall be considered members of the same Shareholder Group at the Meetings, except for holders of securities issued under the Company's Depositary Receipts program, when represented by their respective Depositary Bank.

In the event of shareholders' agreements that provides for voting rights, all signatories thereto shall be considered members of the same Shareholder Group for purposes of limiting the number of votes as described above.

Foreign Shareholder Group – A Shareholder Group shall be considered to be a foreign group 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 letter "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 article 10 of the Company's Bylaws.

We emphasize that any shareholder, or shareholder group, that does not comply with the legal deadline to nominate a slate of candidates on the remote voting ballot (boletim de voto à distância) and wishes to nominate an alternative slate for the Fiscal Council, shall notify Embraer in this regard, in writing, up to ten (10) days before the Meetings, setting forth the information related to the candidates included in items 7.3 to 7.6 of the Brazilian Annual Report (Formulário de Referência), pursuant to article 11 of RCVM 81, as well as the name, identification and professional curriculum of each candidate, attaching to the notice an instrument signed by each candidate confirming his or her acceptance to run for election. Embraer shall publish, within eight (8) days before the Meetings, a notice informing shareholders where they can find the list of all proposed candidates and a copy of their identification and professional curriculum.

Each shareholder may only vote for one slate of candidates and the candidates in the slate who receive the highest number of votes at the Meetings shall be declared elected.

The Company cannot predict the outcome of the elections, nor does it have information about the candidates that may be proposed during the Meetings. If you wish to participate in such discussions, we recommend that you attend the Meetings in order to analyze and judge the candidates that may be considered at the Meetings.

The Meetings will be held exclusively by digital means, and, for this purpose, the Company shall provide an electronic remote participation system (Microsoft Teams) that will enable shareholders to participate, voice their opinion and vote in the Meetings without being physically present.

This remote participation system is in line with RCVM 81 and allows, among other things: (i) discussion and simultaneous access to documents presented during the Meetings that have not been previously made available; (ii) the complete recording of the Meetings by the Company; and (iii) communication between participants.

Through this platform, the shareholder shall have real-time access to the audio and video of the presiding officers and the other shareholders, being able to voice their opinion and exercise all the rights to which they may be entitled under the applicable regulation.

Shareholders who wish to attend the Meetings, directly or by proxy must notify the Company

of such intent by email to investor.relations@embraer.com.br at least 48 hours before the Meetings, and such statement must be duly accompanied by the documentation of such shareholders so they can attend, as described below, and such shareholders shall be liable for the accuracy of such documents.

The shareholder shall also inform the email address by which instructions for participating in the Meetings shall be sent.

The Company shall send instructions only to shareholders who have expressed their interest within the term and conditions above, and whose documentation has been validated by the Company. It is important to note that, pursuant to paragraph 3 of article 6 of RCVM 81, shareholders who fail to state their intent and to submit the required documentation for digital attendance within the aforementioned period will not be able to attend the Meetings.

If shareholders who has expressly stated their interest in attending the Meetings does not receive from the Company an email with instructions for accessing and attending the Meeting by 10 am of April 26, 2023, such shareholders shall contact the Company's Investor Relations Department by telephone (11) 3040-8445, until 6 pm on April 23, 2024.

Shareholders or their accredited legal representatives: (i) may use the link and instructions to be sent by the Company solely and exclusively to attend the Meetings by digital means, (ii) are not authorized to transfer or disclose the link, in whole or in part, to any third party, whether they are shareholders or otherwise, as it is nontransferable, and (iii) are not authorized to record or reproduce, in whole or in part, nor to transfer to any third party, whether they are shareholders or otherwise, the content or any information transmitted by digital means during the Meetings.

The technical requirements for participating in Meetings are: (a) for participating by computer: (i) have a web browser compatible with Microsoft Teams installed; (ii) broadband Internet connection; (iii) built-in webcam or external USB camera, microphone and speakers compatible with Microsoft Teams; and (iv) minimum processor and other requirements recommended by the platform vendor (//microsoft.teams.com); and (b) for participating by mobile device: (i) have the Microsoft Teams app installed; (ii) have a broadband Internet connection; and (iii) have a camera, microphone and speakers compatible with Microsoft Teams.

The Company recommends that, on the date of the Meetings, accredited shareholders access the digital participation system at least 30 minutes before the time scheduled for the Meeting, that is, at 09:30 am on April 25, 2024, in order to allow, in an organized, efficient and timely manner, the validation of access and the proper identification and accreditation of the shareholder or his/her/its representative through the submission of his/her identity document with photo via webcam to the Company's hosts.

The Company also recommends that the participants be previously acquainted with the use of the Microsoft Teams electronic platform, and that they ensure the compatibility of their electronic devices with the use of the referred platform - via chat, audio and video.

We emphasize that, when accessing the link to attend the Meetings, the attending member must keep their cameras on during the entire course of the Meetings, unless they are required by a Company representative, for any reason, to stop recording. The attending shareholders shall also, for the sake of sound quality, keep their microphones turned off, activating them only when they need to speak.

We note that, for purposes of optimizing time, the voting procedure adopted by the Company will only require shareholders to express themselves orally for any contrary votes or abstentions, and in the event of difficulties in the communication of the shareholder by audio, the contrary vote or abstention shall be accepted through chat. The Company shall not be responsible for any operational or connection problems that any shareholder, legal representative or proxy may have, as well as for any other event or situation that is not under the Company's control, which may hinder or prevent their participation in the Meetings by digital means.

To attend the Meetings directly or by proxy, we request that the following documents be submitted to Embraer, at least 48 (forty-eight) hours prior to the date of the Meetings:

For individuals:

For legal entities:

For investment funds:

For shareholders whose shares are held in fungible custody, the following documents must be submitted: (i) a statement provided by the custodian institution confirming their respective shareholdings; and (ii) proof of such shareholder's status as a Brazilian Shareholder or a Foreign Shareholder, (x) containing a valid identification document or (y) submitting to the Company a receipt issued by the depositary financial institution holding the shares in book-entry form or in custody, pursuant to article 40 of Law No. 6,404/76 (the Company shall waive the requirement for the holder of book-entry shares included in the

list of shareholders provided by the depositary financial institution to submit such receipt), as provided for in article 20 of the Company's Bylaws.

For purposes of verifying the limit of votes that may be cast at the Meetings, you shall also inform the Company, at least forty-eight (48) hours before the Meetings, if you belong to a Shareholder Group, as defined in the Company's Bylaws.

The Company also informs that, in order to simplify the participation of the shareholders, notarized powers of attorney shall not be required for these Meetings.

The aforementioned documents must be delivered only through the e-mail investor.relations@embraer.com.br, in compliance with the terms herein described.

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

If the shareholder chooses to send a remote voting ballot directly to the Company, the shareholder shall send the following documents, exclusively in electronic format:

(i) a digital copy of the original remote 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) for the purpose of proving their status as a Brazilian Shareholder or Foreign Shareholder, (x) a digital copy of an original identity document, or (y) the receipt issued by the depositary financial institution holding the shares in book-entry form or in custody, pursuant to article 40 of Law No. 6,404/76 (the Company shall waive the requirement for the holder of book-entry shares included in the list of shareholders provided by the depositary financial institution to submit such receipt); and

(iii) a digital copy of the original of the following documents:

For individuals:

- photo ID of the shareholder;

For legal entities:

- the latest bylaws or consolidated articles of association and the corporate documents proving the shareholder's legal representation; and

- photo ID of the legal representative.

For investment funds:

- the latest consolidated regulations 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

- photo ID of the legal representative.

The above remote voting ballots and documents shall be received by no later than seven days before the date of the Meetings and those received after such date shall be disregarded.

The Company waives the certification of signature, notarization and consularization for acceptance of the remote voting ballots. The Company shall not require the sworn translation of documents originally drawn up in Portuguese, English or Spanish, or that are accompanied by a translation in those languages. The following identity documents shall be accepted, 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 shall inform the shareholder, within three days, (i) whether the remote 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 remote voting ballot (boletim de voto à distância) or any accompanying documents, describing the procedures and deadlines required for the remote voting ballot (boletim de voto à distância) to be valid.

As an alternative to sending the remote voting ballot directly to the Company, shareholders holding shares issued by the Company may send voting instructions to complete the remote 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, exclusively to the electronic address: 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) 3040-8445, or by e-mail at investor.relations@embraer.com.br.

(The Call Notice will be published in the newspapers O Vale and Valor Econômico in the editions dated March 25, 26 and 27, 2024.)

EMBRAER S.A.

PUBLICLY-HELD COMPANY

CNPJ No. 07.689.002/0001-89

NIRE 35.300.325.761

Call Notice

We invite the shareholders of EMBRAER S.A. (“Company”) to attend the Annual and Extraordinary General Shareholders’ Meetings (“Meetings”) to be held on April 25, 2024, at 10 am, exclusively by digital means, as detailed below, for the purposes of Resolution No. 81/2022 (“RCVM81”), to review and vote on the following agenda:

At the Annual General Shareholders’ Meeting:

At the Extraordinary General Shareholders’ Meeting:

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 Meetings hereby called, including those mentioned in Sections 10,11, 12 and 13 of RCVM 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).

General Instructions:

a)               Shareholders may participate in the Meetings through remote voting ballot (boletim de voto à distância) or through the electronic remote participation system provided by the Company.

b)               To participate in the Meetings directly, through a legal representative (or proxy), we request that you submit to the Company, at least 48 hours prior to the date of the Meetings, the following documents: (i) power of attorney with special powers for representation at the Meetings, in the case of a proxy; (ii) for shareholders with shares held in deposit in the fungible custody of shares, a statement 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 Meetings, you shall also inform the Company, at least 48 hours prior to the Meetings, whether you belong to a Shareholder Group (as defined in Section 12 of the Company’s Bylaws).

c)               The documents mentioned in item “b” above shall be sent to the attention of the Investor Relations Department, to the address investor.relations@embraer.com.br.

d)               The composition of the slate for the election of members of the Fiscal Council proposed by the Fiscal Council is available to shareholders at the Company’s headquarters and on the internet on the websites of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br), the Company (ri.embraer.com.br) and the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) (www.cvm.gov.br). Shareholders wishing to propose another slate for the Fiscal Council shall comply with the provisions in paragraph 2 of Section 31 of the Company’s Bylaws. Any such slate proposed by the shareholders shall be made available by the Company as contemplated in paragraph 2 of Section 31 of the Company’s Bylaws.

Additional Information regarding participation in the Meetings:

ELECTRONIC PARTICIPATION SYSTEM: Shareholders who choose to participate in the Shareholders’ Meetings through an electronic remote participation system shall do so using the Microsoft Teams electronic platform, and the guidelines and details for connection in the electronic environment will be sent to the shareholders (or, if applicable, their legal

representatives or proxies) who express their interest in participating in the Meetings through an e-mail to investor.relations@embraer.com.br, sent by April 23, 2024, which shall also include the documents required for such shareholder’s participation in the Meetings as detailed in the Management’s Proposal.

The electronic participation system to be made available by the Company will enable shareholders registered within the aforementioned period to make statements and vote at the Meetings without being physically present, as set forth in RCVM 81.

Detailed rules and guidelines, as well as the procedures and additional information for shareholder’s participation in the Meetings by means of the electronic participation system, are contained in the Management’s Proposal available on the Internet on the website of the Company  (ri.embraer.com.br), the Brazilian Securities Commission’s (Comissão de Valores Mobiliários – CVM) (www.cvm.gov.br) and the Brazilian Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) (www.b3.com.br).

REMOTE VOTING BALLOT: to participate in the Meetings through remote voting ballot (boletim de voto à distância), shareholders shall send a remote voting ballot directly to the Company or through third parties, according to the instructions contained in the Manual for the Meetings published on the date hereof and available on the websites specified above.

São José dos Campos, March 25, 2024.

Alexandre Gonçalves Silva

Chairman of the Board of Directors

4.1.          Review the management accounts and to examine, discuss and approve the financial statements for the fiscal year ended December 31, 2023

The management accounts are detailed in the Management Report and financial statements, and (i) were approved by Embraer's Board of Directors; and (ii) obtained a favorable opinion from the Company's Fiscal Council and Audit, Risk and Ethics Committee. The financial statements were audited and obtained a favorable opinion from the Company's independent auditors, KPMG Auditores Independentes Ltda.

The documents submitted to the shareholders for approval were published in the newspapers Valor Econômico and O Vale on March 25, 26 and 27, 2024, and are available at the Company's headquarters, CVM and B3, as well as on the internet on Embraer's website (ri.embraer.com.br).

Embraer's Board of Directors recommends that its shareholders carefully review the documents provided by the Management, in order to resolve on the Company's financial statements and, if they agree, approve such accounts and financial statements.

Pursuant to article 10, item III, of RCVM 81, the information set forth in Annex I to this manual reflects our comments on the Company's financial conditions.

Moreover, the opinion and report of the Audit, Risk and Ethics Committee are included in Annex II to this Manual.

4.2.          Review on the allocation of income for the fiscal year ended December 31, 2023

According to the financial statements ended December 31, 2023, the Company recorded net income of R$ 783,558,935.21.

The Board of Directors resolved to submit the following proposal for allocation of the net loss for the fiscal year ended December 31, 2023, at the Annual General Meeting: Considering the lack of legal and statutory profit reserves, management proposes that the profit for the fiscal year in the total amount of R$ 783.558.935,21 be recorded as “Retained Losses” in the Company’s Shareholders' Equity. The information set forth in Annex A of RCVM 81 will not be disclosed due to the assessment of loss in the fiscal year.

4.3.          Elect the members of the Fiscal Council

The election of members to the Fiscal Council shall comply with the rules set forth in article 43, Paragraph 1, of the Company's Bylaws.

Pursuant to article 31, Paragraph 1 of the Company's Bylaws, the slate proposed for the 2024/2025 period is the following:

Mario Ernesto Vampré Humberg is appointed as Chairman and Carla Alessandra is appointed as Vice-Chairman of the Fiscal Council.

The information included in items 7.3 to 7.6 of the Brazilian Annual Report related to the

slate of candidates proposed by the Fiscal Council is set forth in Annex III hereto, in compliance with article 11 of RCVM 81.

4.4.          Set the aggregate annual compensation of the Company's Management

Pursuant to article 18, item IV of the Company's Bylaws, the Annual General Meeting must set the aggregate annual amount to be distributed among the members of the Company's management.

In order to ensure that the amounts of the aggregate compensation include the amounts set forth in item 8 of the Brazilian Annual Report, the Company includes in the aggregate compensation the costs related to the stock-based compensation offered to the members of management.

The annual aggregate limit proposed by the Board of Directors as compensation for members of the Company's management is R$ 80 million for the period between May 2024 and April 2025.

The Company estimates that the amount effectively realized in the period from May 2024 to April 2025 will be approximately R$ 54 million. The difference between the total amount approved and the amount actually spent is mainly due to the non-use of the maximum amount allocated to stock-based compensation. Such compensation is based on the highest market value that the Company's shares could reach in the period.

Finally, it should be noted that the amount subject to approval refers to the period between May 2024 and April 2025, while item 8.2 of the Brazilian Annual Report (Formulário de Referência) reflects the period between January and December 2024.

Pursuant to article 13, item II, of RCVM 81, the Company provides the information indicated in item 8 of the Brazilian Annual Report in Annex IV to this Manual.

4.5.          Set the compensation of the members of the Fiscal Council

Pursuant to Embraer's Bylaws, the compensation of the members of the Fiscal Council is set by the General Meeting that elects them, in compliance with the legal requirements and limits, considering their experience, training and reputation.

Pursuant to article 162, § 3, of Law No. 6,404/76, the compensation of each member of the Fiscal Council cannot be lower than 10% of the compensation that, on average, is assigned to each Officer, excluding benefits, representation funds and profit sharing.

Therefore, Embraer's Board of Directors proposes a monthly compensation for the Chairman of the Fiscal Council in the amount of R$ 23,166.39, and an individual compensation in the amount of R$ 17,871.21 for the other members of the Fiscal Council for the period between May 2024 and April 2025, subject to the requirements set forth in article 162, § 3, of Law No. 6,404/76 (the compensation of the members of the Fiscal Council cannot be lower, for each member in office, than 10% of the compensation that, on average, is assigned to each Officer, excluding benefits, representation funds and profit sharing).

At the Extraordinary General Meeting

4.6.          To vote on adjustments to Art. 3 of the Bylaws to complement the activities already carried out by the Company, including operations in the areas of innovation and new business.

Embraer's Management proposes the approval of a complement to the Company's corporate purpose, adding activities that are already being carried out, mainly in the areas of innovation and new business.

The changes referred to above do not give rise to the right of withdrawal provided for in article 137 of the Brazilian Corporation Law, as they do not represent a substantial modification of the corporate purpose, but merely an express forecast of activities already carried out by the Company.

The comparative table that highlights all proposed amendments to the Bylaws with revision marks, as well as their justifications, and the consolidated version of the Bylaws, as required by RCVM 81, can be found in Annex V and Annex VI, respectively, of this document.

4.7.          To vote on an amendment to paragraphs 2 and 4 of Art. 12 of the Company's Bylaws to clarify the scope of the term "Shareholder Group";

Embraer's Board of Directors proposes the approval of a statutory reform to clarify concept of Shareholder Group for the purposes of representing shareholders or a Group of Shareholders at the Company's General Meetings.

The comparative table that highlights all proposed amendments to the Bylaws with revision marks, as well as their justifications, and the consolidated version of the Bylaws, as required by RCVM 81, can be found in Annex V and Annex VI, respectively, of this document.

4.8.         To vote on an amendment to §6 of Art. 27 of the Bylaws to increase the minimum number of independent members on the Board of Directors.

Embraer's Management proposes the approval of a statutory reform to change the minimum number of independent members from 20% to a majority of member, thus complying with good governance practices and following the recommendation of the Brazilian Code of Corporate Governance – Public Companies (GT Integrantes), which stipulates a minimum of 1/3 of the board members as independent.

The comparative table that highlights all proposed amendments to the Bylaws with revision marks, as well as their justifications, and the consolidated version of the Bylaws, as required by RCVM 81, can be found in Annex V and Annex VI, respectively, of this document.

4.9.         To vote on the exclusion of Arts. 64 and 65 due to the expiration of the effectiveness of the transitional provision which is the subject of these articles.

Embraer's Management proposes the exclusion of articles 64 and 65 of the Company's Bylaws, which contained transitional provisions on the composition of the Board of Directors limited to the 2021/2023 biennium, and whose effectiveness ended with the election of the Board of Directors at the AGM 2023.

The comparative table that highlights all proposed amendments to the Bylaws with revision marks, as well as their justifications, and the consolidated version of the Bylaws, as required by RCVM 81, can be found in Annex V and Annex VI, respectively, of this document.

4.10.      To approve the consolidation of the Bylaws to reflect the approved changes mentioned in the items above.

Embraer's Management proposes the consolidation of the Company's Bylaws so that the changes proposed in the items above, if approved, will become part of the Company's Bylaws in a single corporate act.

Embraer's Management recommends that its shareholders carefully examine the copy of the proposed Bylaws and the report with the proposed changes, which constitute Annexes V and VI to this Manual, in accordance with art. 12, items I and II of RCVM 81.

Annex I – MANAGEMENT'S CONSIDERATIONS

Information set forth in art. 10, item III, of RCVM 81)

2.1 - General Financial Position

The assessment and opinions included herein reflect the views and perceptions of our executive officers about our activities, business and performance. The amounts included in this item 2.1 derive from our audited consolidated financial statements for the fiscal year ended December 31, 2023.

The following discussion contains forward-looking statements that reflect the company's current expectations and that involve risks and uncertainties. Future results and the timing of events may differ materially from those included in these statements due to a number of factors, including, but not limited to, other matters set forth in this Brazilian Annual Report (Formulário de Referência).

The financial information included in items 2.1 to 2.11 may be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2023, and notes thereto. The company's consolidated financial statements have been prepared and are presented in accordance with the accounting practices adopted in Brazil, issued by the Brazilian Accounting Pronouncements Committee ("CPC"), approved by the Brazilian Securities Commission ("CVM"), and also in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB").

After analyzing Embraer's operations and business, management has concluded that the US dollar ("USD" or "dollar") is its functional currency. The context was given by analyzing the economic environment in which the company finds itself and, consequently, the currency included in this context, since this currency influences the prices of goods and services, the competing forces and regulations of its country of origin, the costs of supplying products and services and raising or receiving financial resources.

In the Commercial Aviation segment, the extensive traffic disruption caused by COVID affected our customer’s operations throughout the world. While global commercial airline traffic volume in 2023 recovered to 97% of 2019 levels by December 2023, as showed in the Air Passenger Market Analysis report published by the International Air Transport Association (IATA), we are still below our pre-COVID commercial aircraft delivery rate.

The primary constraint to achieve pre-COVID figures lies on the supply chain disruptions which affected our industry on a larger scale as an effect of the pandemic, and which impact

our suppliers ability to deliver parts and goods to us in a timely manner, consequently affecting our delivery schedule. Supply chain constrains impacted our growth, despite the deliveries increase compared to latest years, with the delivery of 64 aircraft in 2023, but it  was below our guidance. To recover from the shortage of supply, we are actively discussing ways to ensure the ability to deliver the negotiated volumes with our suppliers. 

Additionality, the shortage of pilots in United States is expected to continue affecting the delivery pipeline for our E175 Program at least for the next year. Most industry stakeholders, including us and some of our airline customers, expect a normalization around 2025.

In 2023, the Executive Aviation segment continued to witness the impacts of a globally disrupted supply chain, which is a repercussion from the pandemic that has affected the aviation industry on a larger scale. Despite the ongoing efforts throughout the industry to mitigate discontinuities in supply, it still has imposed significant challenges to increase production levels and provide availability of parts to fleet maintenance. The situation has been progressively improving as we continue to closely monitor these risks and control the supply chain, in order to improve future predictability. In 2023, albeit we did not reach the expected executive aircraft deliveries, we had one of the largest growths in the industry in that regard, an increase of 13% in deliveries compared to the previous year, reaching 115 units.

On Defense & Security segment, in light of the current geopolitical scenario, there was an increase in the global defense spending which increased our customers base and impacted our Defense & Security segment. We are well positioned to provide highly effective solutions, creating sales opportunities for our Defense & Security segment, especially in the areas of aircraft platforms, critical software, command, control, communications and intelligence (C4I) and sensors in all domains (air, sea, land, space and cybersecurity). Moreover, in 2023, our C-390 Millennium program has gained a good sales momentum considering the contract signed with South Korea and its selection by Austria and the Czech Republic. In addition, as the global fleet of military tactical transport aircraft reaches its retirement age, we expect the C-390 Millennium to capture a sizable share of the replacement market for these aircraft.

In Services & Support segment, given our business's expansion and diversified fleet that reaches various customer profiles, coupled with the increasing demand for services as the fleet ages, the Services & Support business unit is well-positioned for profitability over the next several years. Services & Support segment’s revenue growth, constitutes approximately 30% of the total Embraer group, with a 7.4% CAGR over the last 6 years, which indicates its significance and high-growth nature within Embraer.  

The reliance on long-term contracts, active maintenance events, parts sales, and training contributes to revenue stability. Factors like the renewal rate on contracts, favorable margin, and stable non-backlog revenue from maintenance and training enhance sustained profitability. Also, OGMA provides multi-brand diversification with MRO and repair services for both Embraer and non-Embraer customers, which further strengthens the business's competitiveness.  

(a)       General financial position

Financial indicators

Below are Embraer's main financial indicators from the last two fiscal years:

(1) Includes cash and cash equivalents and short-term and long-term financial instruments.

(2) Includes Fixed Assets, Right of Use, Intangible Assets and Investments.

(1) Amounts corresponding to the sale of the entire shareholding in the subsidiaries Embraer Portugal Estruturas Metálicas S.A. ("EEM") and Embraer Portugal Estruturas em Compósitos S.A. ("EEC") to Aernnova Aerospace carried out on May 2, 2022. As detailed in Note 15 to the standardized financial statements for the year ended December 31, 2022.

(2) Includes cash and cash equivalents and active current and non-current financial investments.

(3) Includes property, plant and equipment, intangible assets and investments.

For comparative purposes, the indices below represent the total balance sheet and income statement accounts that include assets and liabilities held for sale:

(1) ROA - means Return on Assets, calculated from Net Profit / Total Assets.

(2) ROE - means the company's Return on Equity, calculated from Net Profit / Shareholders' Equity.

ROA and ROE are calculated based on the Profit (Loss) assigned to Embraer shareholders.

(b)       Capital structure

In the year ended December 31, 2023, total financial indebtedness exceeded the position of cash and cash equivalents and financial investments by R$ 2,737.1 million. On December 31, 2022, total financial indebtedness exceeded the position of cash and cash equivalents and financial investments by R$ 3,767.2 million. We present below the proportion of our third-party capital in relation to shareholders' equity for the last two fiscal years.

For comparative purposes, the indices below represent the total of the balance sheet and income statement accounts:

(1)Corresponds to the sum of Current and Non-Current Liabilities at the end of each fiscal year.

(c)       Payment capacity in relation to assumed financial commitments

Embraer maintains its payment capacity in relation to all its financial commitments, presenting a strong cash position. On December 31, 2023, total consolidated cash and equivalents reached R$ 11,236.4 million, compared to R$ 12,946.3 million in 2022.

In the net concept (cash and cash equivalents plus short- and long-term financial investments minus financial indebtedness) in this same period the company had a negative balance (net debt) of R$ 2,737.1 million, compared to 2022 where the negative balance (net debt) was R$ 3,767.2 million. Operating generation measured by EBITDA showed a positive result of R$ 2,577.0 million in 2023, resulting in a financial indebtedness/EBITDA ratio of

5.4. Adjusted EBITDA in 2023 was R$ 2,758.8 million, with an adjusted financial indebtedness/EBITDA ratio of 5.1.

For comparative purposes, the indices below represent the total of the balance sheet and income statement accounts:

(1)    Adjusted EBIT: corresponds to the operating profit/loss, excluding non-recurring items.

Summary table of the financial position as of December 31, 2023 and 2022:

(1) Amounts corresponding to the sale of the entire shareholding in the subsidiaries Embraer Portugal Estruturas Metálicas S.A. ("EEM") and Embraer Portugal Estruturas em Compósitos S.A. ("EEC") to Aernnova Aerospace carried out on May 2, 2022. As detailed in Note 15 to the standardized financial statements for the year ended December 31, 2022.

(2) Other assets include the following items: financial investments, customer financing, contract assets, guarantee deposits, income tax and social contributions, other assets and deferred income tax and social contribution.

(3) Other Liabilities includes the following items: Lease liability, accounts payable, taxes and payroll charges payable, income tax and social contribution, financial guarantee and residual value guarantee, unearned income, provisions and deferred income tax and social contribution.

(d)       Sources of funds for working capital and investments in non-current assets used by the Company

The investments consist primarily of funds associated with the improvement of aircraft for the Commercial Aviation and Executive Aviation markets, and investments in industrial capacity in Brazil and abroad. Generally, such investments derive from loan and financing operations with financial institutions and financing agencies, such as the Brazilian Social and Economic Development Bank (BNDES – Banco Nacional de Desenvolvimento Econômico e Social), or are characterized as contributions from risk partners and advances from customers. For further details, see item 2.1 (f) on the Company's debt levels and the main characteristics of these debts.

(e)       Sources of funds for working capital and investments in non-current assets that the Company intends to use to cover liquidity deficiencies

The company has a financial management policy, approved by the Board of Directors, the purpose of which is to establish the guidelines applicable to all business areas, focusing on the management of corporate finance, including the management of cash flow and capital structure, in order to set out the risks associated with financial transactions and any liquidity deficiencies.

The company has sufficient liquidity to meet current capital needs to maintain investments and working capital, including (i) improvement of the Phenom 100EX and 300E and Praetor

500 and 600 executive jet families, (ii) development, certification and improvement of the E-2 jet family and (iii) other planned capital expenditures.

In case of liquidity deficiency, the company may access the revolving credit facility in the amount of US$ 650 million as described in item (i) and also believes that it may resort to additional financing structures, such as: issuing corporate bonds, issuing debentures, import and export financing, credit lines provided by development agencies in Brazil and by national and international banks, subject to market conditions, such as cost and credit, in force at the time of contracting.

(f)       Levels of indebtedness and characteristics of these debts

At the end of 2023, the company's total consolidated financial indebtedness was R$ 13,973.5 million (compared to R$ 16,713.4 million in 2022), of which 96.1% was long-term debt (90.4% in 2022). The weighted average cost of the debt denominated in dollars increased from 5.39% p.a. in 2022 to 6.33% p.a. in 2023, the weighted average cost of the debt denominated in Reais decreased from 8.31% p.a. in 2022 to 7.11% in 2023 and the weighted average cost of the debt denominated in Euros was 5.16% p.a. in 2023, giving a total weighted average cost of 6.32%.

i. Material loan and financing agreements

In February 2017, Embraer Netherlands Finance B.V. issued US$ 750 million in guaranteed notes at a nominal interest rate of 5.40% p. a., maturing on February 1, 2027. The company repurchased part of the outstanding bonds in the amount of US$ 20.0 million in December 2022, leaving the outstanding balance of US$ 730.0 million on December 31, 2022 and the other conditions unchanged. In August 2023, the company repurchased US$ 205.9 million in principal by issuing a public offer to buy back the outstanding notes. In December 2023, the company repurchased and canceled US$ 2.0 million in principal, leaving an outstanding balance of US$ 522.0 million as of December 31, 2023.

In August 2020, Embraer Aircraft Holding, Inc. and Embraer, as guarantor, entered into a working capital guarantee agreement in the form of revolving credit, with the Export-Import

Bank of the United States (“U.S. Exim Bank”) in total of US$97.2 million, indexed to one-month LIBOR + 1.4% p.a. and maturity of one year from the date of first disbursement and with a renewal option to extend for a period of up to 180 days. In November 2021, US$45.6 million was repurchased by the company, leaving the outstanding balance of US$51.6 million on December 31, 2021 and the maturity date was changed to August 2023. In June 2022, US$41 .6 million were repurchased. In August 2023, the variable interest rate of SOFR for one month + 1.41% p.a. began to be applied. In December 2023, the remaining balance of US$10.0 million was repurchased. On December 31, 2023, the company decided to renew the contract for another three years and repurchased the remaining outstanding balance of US$10.0 million

In September 2020, Embraer Netherlands Finance B.V., an Embraer Group company, issued US$ 750.0 million with a nominal interest rate of 6.95% p.a. maturing on January 17, 2028. The company repurchased part of its outstanding bonds in the amount of US$ 36.0 million. In August 2023, the company repurchased US$ 237.6 million in principal through the issuance of a public offering to repurchase the outstanding notes, leaving an outstanding balance of US$ 479.2 million as of December 31, 2023.

In October 2022, Embraer Netherlands Finance B.V., a company of Embraer S.A., entered into a new working capital financing agreement for exports in the total amount of US$ 100 million with UK Export Finance. The first tranche of the financing was disbursed in the same month in the amount of US$ 61.4 million with an interest rate SOFR+0.75% p.a. and maturity in June 2029. In April 2023, the second tranche of financing for US$ 16.8 million was released under the same contractual conditions as the previous tranche. As of December 31, 2023, the outstanding balance was US$ 63.9 million.

On December 15, 2022, Embraer entered into a new agreement with the Brazilian Social and Economic Development Bank (BNDES) for a total of R$ 2.2 billion (US$ 400.0 million) under the BNDES-Exim program, maturing in December 2027. In September 2023, we entered into an export financing agreement with BNDES for a total amount of R$ 987.3 million (US$ 200 million). As of December 31, 2023, we had a total of US$ 600 million in outstanding financing with BNDES.

In January 2023, Embraer Netherlands Finance BV, an Embraer company, entered into a new financing agreement with Citibank in the total amount of US$ 200.0 million to finance supply operations in the United States. Disbursements under this line of credit will be made upon proof of input purchases. This line of credit is guaranteed by Export-Impor Bank, the official export credit agency of the United States. On December 31, 2023, the amount of US$ 24.6 million had been disbursed.

In July 2023, Embrear Netherlands Finance BV, an Embraer group company, issued US$ 750 million in guaranteed notes with a nominal interest rate of 7.00% per year, maturing on July 28, 2030. This operation is fully and unconditionally guaranteed by the Controlling Company. On December 31, 2023, the outstanding balance was US$ 750 million.

ii. Other long-term relationships with financial institutions

The company has long-term relationships with financial institutions under derivative financial instruments, financial guarantees, forfaiting, leasing, payment and receipt agreements to guarantee the company's operational activity, employee payroll, among others.

iii. Degree of subordination between debts

Real estate, improvements, machinery, equipment and bank guarantees totaling R$3,872.0 million (R$2,456.6 million on December 31, 2022) were offered as collateral for part of the company's financing. For the financing of subsidiaries, securities were provided in the form of a suretyship or accommodation by the Controlling Company, which totaled R$ 9,677.0 million on December 31, 2023 (R$ 16,214.9 million on December 31, 2022). The company's indebtedness as of December 31, 2023, totaled R$ 13,973.5 million, compared to R$ 16,713.4 million in 2022.

iv. Any restrictions imposed on the issuer, especially, in relation to indebtedness limits and incurrence of additional debt, distribution of dividends, sale of assets, issuance of additional securities and sale of ownership control

Below are the restrictions imposed on the company and its subsidiaries under material long-term financing agreements of the company and its subsidiaries, as of December 31, 2023.

In the notes issued by the company and its subsidiaries in 2017, 2020 and 2023 with issue values of US$ 750.0 million each, limitations were imposed on:

(A) Pledges/collaterals

The assets of the company or guarantor (Embraer) cannot be pledged as collateral, except if:

(B)       Corporate transactions

The company and the guarantor may only enter into consolidation/merger and asset transfer transactions, without the consent of noteholders, if:

In agreements entered into with BNDES, the company is required to maintain measures and actions aimed at avoiding or correcting damage to the environment, safety and occupational medicine, maintaining its obligations to the environmental agencies in good standing, as well as complying, during the term of the contract, with the provisions of the applicable legislation regarding persons with disabilities.

Financing contracts classified as non-current are subject to restrictive covenants, in line with usual market practices, and also include restrictions on the creation of new liens on assets, significant changes in the company's shareholding control, significant sales of assets and payment of dividends in excess of the minimum required by law in the event of default on financing and transactions with subsidiaries.

The financing agreement signed between the company and BNDES in December 2022 has a financial covenant. On December 31, 2023, the company was in compliance with the restrictive clause and the next requirement to measure the indicator will be at the end of 2024.

(g)       Limits of contracted financing and percentages already used

As of December 31, 2023, the following credit facilities were procured but not disbursed.

In October 2022, Embraer Aircraft Holding, Inc and Embraer Netherlands Finance B.V, companies of Embraer S.A., entered into a revolving credit loan agreement for working capital in the total amount of US$ 650 million, with maturity on October 13, 2025, and the participation of 14 financial institutions. The credit facility is guaranteed by Embraer, and loans under the credit facility will accrue interest at a compound rate of SOFR plus a margin of either 1.50% or 1.85% per annum, depending on our corporate rating at the time of disbursement. As of the date of this Annual Report, neither Embraer Aircraft Holding, Inc nor Embraer Netherlands Finance B.V has incurred any borrowings under the Revolving Credit Facility.

In December 2023, the BNDES approved the granting of financing for a total of R$500.0 million under the BNDES Mais Inovação program, Investimento em Inovação subprogram. The financing is subject to conditions precedent and must be completed over 4.5 years.

(h)       Significant changes in each item of the consolidated balance sheets

Statements of Income

FISCAL YEAR ENDED DECEMBER 31, 2023 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2022

Net Revenue

In 2023, Embraer delivered 181 aircraft, 64 commercial aircraft, 115 executive aircraft (74 light jets and 41 medium jets) and 2 military aircraft, 13% above the 160 aircraft delivered in the previous year, which generated net revenue of R$ 26,110.5 million (US$ 5,268.5 million), 11% higher than the R$ 23,448.8 million (US$ 4,540.4 million) generated in 2022, all business units saw growth in revenues and volumes compared to the previous year, with the Defense & Security segment standing out with an increase in the volume of the C-390, followed by an increase in Commercial Aviation deliveries.

In 2023, net revenue for the Commercial Aviation business reached R$ 9,135.4 million, 15% higher than the R$ 7,976.5 million in 2022, due to the higher number of deliveries and the product mix. The Executive Aviation business had revenue of R$ 6,937.2 million, and grew by 8% when compared to R$ 6,433.9 million in 2022, the growth is mainly due to an increase in volumes. Net revenue from the Defense & Security business was R$ 2,567.3 million, 21% higher than the R$ 2,129.9 million in 2022, and this variation is mainly due to greater revenue recognition from the C-390 aircraft. The Services & Support business generated R$ 6,532.9 million in revenue, which is 8% higher when compared to R$ 6,104.6 million in 2022. Revenues from other businesses were R$ 397.7 million in 2023, a 6% growth compared to R$375.6 million in 2022.

Cost of products sold and services rendered

In 2023, the cost of goods sold and services rendered was R$ 21,607.1 million, representing an increase of 15% compared to R$ 18,738.8 million in 2022, due to the higher volume of deliveries and product mix compared to 2022.

Gross Profit and Gross Margin

Due to the product mix with lower profitability and non-recurring tax benefits, the company's gross profit reached R$ 4,503.4 million and was 4% lower than the R$ 4,710.0 million recorded in 2022. The gross margin for the period was 17.2%, down from 20.1% in the previous period. This variation is due to the product mix and non-recurring tax benefits.

Administrative and Selling Expenses

In 2023, commercial expenses rose 11% compared to the previous year and amounted to R$ 1,416.1 million. Administrative expenses grew 7%, totalling R$ 1,022.5 million. Both followed the growth in turnover, accounting for 4% and 6% of revenue respectively in 2022 and 2023.

Research Expenses

Research expenses in 2023 saw a 20% reduction when compared to 2022, totaling R$ 452.8 million. This variation is mainly explained by the lower volume of projects by Embraer and activities by Eve (Embraer subsidiary in the pre-operational stage), since the costs related to their development began to be capitalized as intangible assets as the program reached sufficient maturity from the 3rd quarter of 2023.

Other Operating Income (Expenses)

The other net operating income (expenses) account totaled an expense of R$ 35.0 million in the year, a reduction of 98% compared to the previous year. This variation is mainly explained by results related to Eve, tax efficiencies in 2023 and higher corporate expenses in 2022.

Operating Profit

In 2023, profit and operating margin (EBIT) were R$ 1,522.6 million and 5.8%, respectively, compared to the operating loss and operating margin (EBIT) of R$ (555.5) million and (2.4)%, respectively, in 2022. The variation in operating results for the year is also explained by the reasons mentioned above.

Financial income (expenses), net

In 2023, Embraer recorded net financial expenses of R$ 961.8 million, above the R$ 644.9 million recorded in 2022. This increase was mainly due to Eve's mark-to-market transactions (warrants).

The net monetary and exchange variations in 2023 were R$ 137.8 million, compared to the R$ 137.8 million in 2022.

Net income for the year

Embraer's net loss in 2023 was R$ (953.7) million, compared to a net loss of R$ (953.6) million in 2022. This variation is mainly explained by the recognition of non-cash expenses in the mark-to-market of Eve's options/warrants in the 2nd quarter of 2022, together with the improvement in the company's operating result.

STATEMENTS OF CASH FLOWS

The cash flow represented below contains the total balance sheet and income statement accounts that include assets and liabilities held for sale:

Net Cash Generated in Operating Activities

In 2023, operating cash generation was positive at R$ 2,827.1 million, compared to the also positive generation of R$ 3,840.9 million in 2022, the main changes are due to the EVEX transaction accounts, suppliers and reduction in financial investments.

Net cash used in investing activities

In 2023, cash used in investing activities totaled R$ 594.6 million, compared to cash used in investing activities of R$ 790.1 million in 2022. The main variations between years were due to the lower volume of investment disposals and higher volume of fixed asset acquisitions in 2023.

Net cash used in financing activities

The volume of cash used in financing activities in 2023 was R$ 1,723.1 million, compared to the cash generated in financing activities of R$ 3,374.2 million in 2022, mainly influenced by the balance between new financing obtained and paid.

2.2 - Operating and Financial Results

(a)       Results of the issuer's operations, including (i) a description of any significant components of revenue and (ii) factors that materially affect the results of operations.

The main factors that affect the Company's revenue are (1) the volume of deliveries of commercial and executive aircraft; (2) the mix of deliveries between the E1 and E2 models for Commercial Aviation and between light and medium jets for Executive Aviation; (3) revenues from services regarding maintenance services of aircrafts, supply of parts and material, training, modifications, flight operation, technical and field support etc; (4)

revenues from the Defense & Security segment; (5) exchange rate variation, with the US dollar as the company's functional currency; and (6) the entry into service of new products.

The charts below show the company's total revenue by business unit and geographic region. It should be noted that the Commercial Aviation segment accounts for most of the company's revenue, followed by Services & Support, Executive Aviation and Defense & Security. The North American market continues to account for the largest portion of Embraer's revenues, with a 62% share, stable compared to the previous year. This result is again due to the success of the various sales campaigns in the United States and Canada. In addition, in the Executive Aviation segment, this same market accounted for 75% of the total share of executive aircraft delivered in 2023. The Services & Support segment follows the behavior of Commercial and Executive Aviation, and maintains North America as the main revenue generator, accounting for just over 50% of its total. In the Defense & Security segment, revenues for the European continent accounted for approximately 60% of the total, thanks to the success of the C-390 in the region. Brazil's share of Embraer's total revenues fell from 11.1% in 2022 to 8.6% in 2023. The other regions (Latin America, Asia Pacific and others) accounted for 7.6% of total revenues.

In 2023, adjusted EBIT was R$ 1,704.4 million and with a margin of 6.5%, and excludes special items that represent a total negative impact of R$ 181.8 million, divided as follows: 1) R$ (383.4) million with results related to Eve; partially compensated by: 2) R$ 179.0 million relating to the sale of assets and; 3) R$ 22.6 million in positive changes in the value of Embraer's share in Republic Airways Holdings.

Research expenses in 2023 showed a reduction of 20% when compared to 2022, totaling R$452.8 million, this variation is mainly explained by the lower volume of Embraer projects and Eve activities, since the costs related to their development began to be capitalized as intangible assets as the program reached sufficient maturity in the 3rd quarter of 2023. Commercial expenses rose 11% compared to the previous year and reached R$ 1,569.5 million. Administrative expenses grew 7%, totalling R$ 1,022.5 million. Both followed the growth in turnover, accounting for 4% and 6% of revenue in 2022 and 2023 respectively.

The other net operating income (expenses) account totaled an expense of R$ 35.0 million in the year, a reduction of 98% compared to the previous year. This variation is mainly explained by results related to Eve, tax efficiencies in 2023 and higher corporate expenses in 2022.

(b)        Variations in revenues attributable to changes in prices, exchange rates, inflation, changes in volumes and introduction of new products and services

In 2023, Embraer delivered 181 aircraft, 13% more than the 160 aircraft delivered in the previous year, which generated net revenues of R$ 26,110.5 million (US$ 5,268.5 million), 11% more than the R$23,448.8 million (US$ 4,540.4 million) generated in 2022, all business units saw growth in revenues and volumes compared to the previous year, with the Defense & Security segment standing out with an increase in the volume of the C-390 followed by an increase in Commercial Aviation deliveries.

Due to the product mix with lower profitability and non-recurring tax benefits, the gross margin for the period was 17.2%, down from 20.1% in the previous period.

In 2023, net revenue for the Commercial Aviation business reached R$ 7,976.4 million, 15% higher than in 2022. Segment deliveries were 64 aircraft in 2023 and 57 aircraft in 2022.

The Executive Aviation business generated a revenue of R$ 6,434.0 million, an increase of 8% compared to the previous year. In 2023, 115 executive jets were delivered, of which 74 were light jets and 41 were medium jets. In 2022, 102 executive jets were delivered, of which 66 were light jets and 36 were medium jets, representing growth of approximately 13% per year.

Net revenue from the Defense & Security business was R$ 2,567.3 million, 21% higher than in 2022, this variation is mainly due to the greater recognition of revenue from the C-390. Two military C-390 aircraft were delivered in 2023 and one of the same model the previous year.

The Services & Support business generated R$ 7,072.9 million in revenue, 8% more than in the previous year. This amount includes segment revenues for the Business Units: Commercial Aviation, Executive Aviation, Defense & Security; and agnostic services.

Revenues from other businesses were R$ 397.7 million in 2023, 6% higher than the previous year.

(c)       Material impact of inflation, variation in prices of the main inputs and products, exchange rate and interest rate in the operations and financial results of the issuer

Considering the functional currency determined by the company is the U.S. dollar, the foreign exchange gain (loss) disclosed the financial statements of the company basically refers to monetary items in currencies other than the U.S. dollar. As a strategy to mitigate risks, the allocation of cash to assets denominated in Reais or U.S. dollars held by Embraer is one of the main tools to hedge against exchange rate variations.

Bearing in mind that the company has almost all of its revenues issued or collected in US dollars, as described in item 2.1(i) of this Reference Form, and maintains cash mostly in this same currency, the variation in the exchange rate directly influences the financial result, but does not pose a risk to the company's financial planning, given that the functional currency is the US dollar.

Interest rates affect Embraer's financial results. An increase or decrease in the local interest rate also influences the company's financial result, since the company has more local investments than debt linked to the interest rate, an increase in the interest rate represents an increase in financial income. In 2023, the amount of investments in reais was R$630.1 million and in 2022 the figure was R$676.7 million.

Investments abroad, in dollars and other currencies, have a pre-fixed rate, but when we renew the investment Embraer is subject to market conditions, so an increase in the interest rate indicates an increase in the return on investments abroad, and considering that interest rates increased in 2023, the financial result was positively impacted.

2.3 - Significant changes to accounting standards – Qualifications and emphasis in the auditor’s report

(a)       Significant changes to accounting standards

There were no significant changes, including the adoption of new accounting standards or recently issued technical interpretations, in the annual financial statements for the year ended December 31, 2023.

New accounting standards and interpretations have been published or are in the process of being amended and shall come into force in the coming years, however they have not been mentioned, as, according to the company’s assessment, no material impact is expected as a result of their application.

(b)       Significant effects of changes to accounting practices

Item not applicable, as there were no significant changes in accounting practices.

(c)       Qualifications and emphasis in the auditor’s report

Considerations on the 2023 independent auditors' report

The independent auditors' reports on the company's financial statements for the fiscal years ended December 31, 2023 did not contain any qualification or emphasis of matter paragraphs.

2.4 - Material events, occurred and expected, in the financial statements

(a) Introduction or sale of operating segment

The company did not change, create or dispose of an operating segment during 2023.

(b)       Incorporation, acquisition or sale of equity interest

The company carried out the following equity interest transactions:

Formation of NIDEC Aerospace, LLC. (2023)

In June 2023, the company and Nidec Motor Corporation ("NMC") entered into a Framework Agreement for the creation of a new entity called Nidec Aerospace, LLC ("Newco") for the development and manufacture of electric propulsion systems for aeronautical use, including for vertical take-off and landing vehicles and fixed-wing aircraft.

The capital structure of this jointly controlled venture is divided between the company and NMC, with the latter holding 51% and NMC 49% of the share capital. Initially, Newco will be managed by a board of directors made up of four members, with two appointed by each shareholder. After obtaining the applicable air certification for the electric propulsion system, Newco's board of directors will consist of five members, with three appointed by the NMC and two by the company.

In October/2023, following the fulfillment of all conditions precedent, including competition approvals, the transaction was completed ("Closing"). On the Closing Date, the company

invested US$6 million in Newco. The total contribution by the members, in the form of equity or loans, will total US$ 78 million by 2026.

Sale of AllowMe Tecnologias Ltda. ("AllowMe") (2023)

In September 2023, the Board of Directors approved the sale of all the capital quotas held by the company, which represents a 77% stake, in the subsidiary AllowMe. In the same month, the company and Serasa S.A. signed the Quota Purchase and Sale Agreement and Other Covenants for the sale of AllowMe.

The transaction is aligned with the company's long-term strategy of focus and consistent growth in the cybersecurity market.

The transaction closed on November 1, 2023 and, on this date, the sale price was received in cash by the company. This transaction generated a net cash inflow of R$ 201,865 (US$ 41 million) and a gain recognized in the result of R$ 179,049 (US$ 37 million).

(c)       Unusual Events or Transactions

In addition to the events already listed in item (b) above, during the 2023 fiscal year the company did not experience any unusual events or transactions.

2.5.       If the issuer has disclosed, during the last fiscal year, or wishes to disclose non-accounting measurements on this form, such as EBITDA (earnings before interest, taxes, depreciation and amortization) or EBIT (earnings before interest and taxes), the issuer shall:

(a)       Inform the value of non-accounting measurements

1. EBIT: corresponds to the operating profit/loss, calculated in accordance with Resolution CVM 156.

2. Adjusted EBIT: corresponds to the operating profit/loss, excluding non-recurring items.

3. EBIT margin: corresponds to the operating profit/loss, calculated according to Resolution CVM 156, divided by the net revenue recorded in the period.

4. Adjusted EBIT margin: corresponds to the operating profit/loss, excluding non-recurring items, divided by the net revenue recorded in the period.

7. EBITDA margin: corresponds to operating income plus depreciation and amortization, divided by net revenue for the period.

8. Adjusted EBITDA margin: corresponds to the operating profit/loss, plus depreciation and amortization, excluding non-recurring items, divided by the net revenue recorded in the period.

10. Net cash = Cash and cash equivalents + Short- and long-term financial investments – Short- and long-term financing.

11. Net cash (debt) Eve = Cash and Cash Equivalents, (+) short and long-term financial investments - Short and long-term financing.

EBIT is calculated using operating income before consolidated financial income (expenses), calculated in accordance with Resolution CVM 156. Adjusted EBIT is calculated using EBIT, excluding non-recurring items^[1], reported annual results include several non-special items that impacted operating income both in current periods and in previous years, as shown in the table below:

EBITDA is calculated based on EBIT, excluding the effect of depreciation and amortization, and adjusted EBITDA is calculated based on EBITDA, including several special items as per the table described above. Adjusted net income excludes the aforementioned special items and also the impact of the provision for deferred income tax in the period.

Net Cash or Net Debt are calculated from the sum of Cash and Cash Equivalents and Short- and Long-Term Financial Investments minus Short- and Long-Term Financing.

EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA and Adjusted Net Income are not performance measurement indicators in accordance with practices adopted in Brazil or IFRS, nor should they be considered separately as an alternative to net income, an alternative measure of operating performance to operating cash flows or as a measure of liquidity.

*Non-recurring items are positive and/or negative effects not foreseen in the projections of the company's income statements. They are so named because they represent values that are not directly related to the profits or losses resulting from the company's operations and thus they tend not to be repeated in the future.

* Net cash (debt) = Cash and cash equivalents plus Short- and long-term financial investments minus Short- and long-term financing

** Net cash (debt) Eve = Cash and cash equivalents plus Short- and long-term financial investments minus Short- and long-term financing

(c)       Explain the reason why the Company understands that such measurement is more appropriate for the correct understanding of your financial condition and the results of its operations

In Embraer's understanding, EBIT and EBITDA show the true income from activities genuinely linked to our corporate purpose, being used internally as measures to assess productivity and efficiency and proving to be useful to assess the company's economic and financial performance. Therefore, they are presented by Embraer as the most appropriate non-accounting measurements for a correct understanding of its financial condition and the results of its operations.

For the adjusted EBIT and adjusted EBITDA measurements, we excluded non-recurring items, making it easier to compare the annual estimates released by the company.

In the case of the Adjusted Net Income measure, by excluding the effects of deferred tax and non-recurring items, Embraer understands that it facilitates the understanding of the net income actually generated by the company.

Net Cash is used as an indicator of Embraer's liquidity and is widely used by the market.

Additionally, we believe that the use of the non-accounting measurements described above enable investors to follow changes in the indicators released by Embraer.

EBIT, EBIT Margin, Adjusted EBIT, Adjusted EBIT Margin, EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin are not measures of financial performance according to the Accounting Practices Adopted in Brazil, nor by the International Financial Reporting Standards (IFRS), issued by the International Accounting Standard Board (IASB), do not represent cash flows for the periods presented, should not be considered as substitutes for net income, as indicators of operating performance or as substitutes for cash flow as an indicator of the company's liquidity, nor as a basis for dividend distribution. They do not have a standard meaning and may not be comparable to measures of similar securities provided by other companies, although the information is reconciled in compliance with the provisions of CVM Resolution 156 of June 23, 2022.

The information included in this item 2.5 was prepared on the basis of the Company's financial statements and should be read and analyzed in conjunction with the information contained in the Company's individual and consolidated financial statements and their respective explanatory notes, available on the CVM website (https://www.gov.br/cvm/ptbr), of B3 S.A. – Brasil, Bolsa, Balcão ("B3") (https://b3.com.br/pt_br/) and on the Company's Investor Relations website (https://ri.embraer.com.br/) in the tab "Financial Information" and "Results Center".

2.6 - Events Subsequent to the Last Financial Statements

The issue of the company's individual and consolidated financial statements for December 31, 2022 was approved by the Board of Directors on March 9, 2023. The following subsequent events were reported in the financial statements:

US EXIM credit

Embraer closed a US$ 200 million credit transaction to finance purchases of inputs made by Embraer in the United States. This transaction became effective in January 2023, and disbursements will be made according to proof of purchases of inputs from suppliers. This credit was granted by Citibank and guaranteed by Exim Bank, the official US export credit agency.

Investment in the MSW MultiCorp 2 fund

On January 27, 2023, Embraer announced an initial investment of R$ 20 million in MSW MultiCorp 2, managed by MSW Capital, for the purpose of attracting and boosting innovative Brazilian startups that have synergy with the company's innovation strategy.

On February 13, 2023, Embraer paid in the amount of R$ 1.3 million. As a result of this payment, Embraer Ventures now holds 40% of the membership units (cotas) of MSW MultiCorp.

2.7 – Income Allocation Policy

The company's profit allocation policy has not changed in the last fiscal year, and follows the provisions described in its bylaws, as follows:

2.8 - Material Items not Included in the Financial Statements (off-balance sheet items)

(a)       Assets and liabilities directly or indirectly held by the issuer that are not included in its balance sheet (off-balance sheet items), such as (i) operating lease-purchase agreements, assets and liabilities, (ii) written-off portfolios of receivables on which the entity has not substantially retained or transferred the risks and rewards of ownership of the transferred asset, indicating respective liabilities, (iii) agreements for the future purchase and sale of products or services, (iv) unfinished construction agreements and (v) agreements for future financing disbursements

As described in note 35 to the company's Standardized Financial Statements (Demonstrações Financeiras Padronizadas - DFP) for December 31, 2023, in its ordinary course of business, the company participates in off-balance sheet operations, as follows:

Backstop commitments (Commercial Aviation)

In certain firm contracts for the sale of commercial jets included in the backlog, the company has undertaken on guarantee commitments to provide financing in the event that the customer is unable to obtain sufficient credit lines for the deliveries of the aircraft.

Historically, the company has requested and provided financing in limited cases to its customers during deliveries of the E-Jets family, which demonstrates the existence of alternative sources of financing in the market to pass on backstop commitments and the remote likelihood of exercise. In addition, the company retains ownership of the assembled aircraft until the customer fulfills the payments upon delivery, so it is not exposed to risk of loss.

With the purpose of mitigating exposure to credit risk, the exercise of this guarantee depends on the customer’s financial conditions on the date of communication of the exercise and conditions precedent to be fulfilled. If financing is provided, the company maintains the financed aircraft as collateral in the financing structure.

Backlog

The company has a backlog with unmet or partially met performance obligations. The amount of revenue allocated to unmet (or partially met) performance obligations, as of December 31, 2023, totaled US$ 18.7 billion, of which US$ 17.2 billion should be realized in the next 5 years, based on the company's estimate.

The company recognizes revenue when (or as) it satisfies a performance obligation by transferring the promised good or service (i.e. an asset) to the customer. The asset is transferred when (or as) the client obtains control of that asset.

(b)       Other Items not included in the Financial Statements

There are no other items not shown in the financial statements.

2.9 - Comments on off-balance sheet items

Below we present information related to the items mentioned in item 2.8 of this Reference Form, as well as Management's perception of their potential occurrence and effects on the company's financial statements.

(a)       How these items change or may change revenue, expenses, operating income (expense), financial expenses or other items of the financial statements of the issuer

Backlog

The company has a backlog with unmet or partially met performance obligations. The amount of revenue allocated to unmet (or partially met) performance obligations, as of December 31, 2023, totaled US$ 18.7 billion, of which US$ 17.2 billion should be realized in the next 5 years, based on the company's estimate.

Backstop commitments (Commercial Aviation)

With the purpose of mitigating exposure to credit risk, the exercise of this financing guarantee depends on the customer’s financial conditions on the date of communication of the exercise and conditions precedent to be fulfilled. If financing is provided, the company maintains the financed aircraft as collateral in the financing structure. In item 2.8 we provide further information on the context in which these financing commitments were granted.

(b)       Nature and purpose of the transaction

For a description of the nature and purpose of each operation, see item 2.8(a) of this Brazilian Annual Report.

(c)       Nature and amount of obligations assumed and rights created in favor of the issuer as a result of the transaction

For a description of the amount of obligations assumed and rights created in favor of the Company as a result of off-balance sheet transactions, see item 2.8(a) of this Brazilian Annual Report.

2.10 - Business plan

(a)       Investments

(i)       Quantitative and qualitative description of ongoing and expected investments

In the Commercial Aviation segment, we highlight the development of the E2 jets, the second generation of the E-Jets family, consisting of the E175-E2, E190-E2 and E195-E2 models, which was launched in June 2013; the entry into service of the first model, the E190-E2, for the customer Wideroe, from Norway, took place in April 2018. In 2019, the E195-E2 was certified and entered into service in September of the same year, with the first delivery to AerCap and Azul Airlines. The E175 E2 performed its maiden flight in December 2019. On February 18, 2022, the company released a Material Fact informing a three-year pause in the development of the E175-E2 Program, due to continuous discussions between the main US airlines and their respective pilot unions, regarding the maximum take-off weight (MTOW) for aircraft with up to 76 seats, as well the conditions of the global commercial aviation market and the continued interest in the current E175 jet in the US market. The company expects the aircraft to enter service between 2027 and 2028. Until such previous period before the entrance into service, Embraer continues to offer the E175 jet of first generation of E-Jets, which is a market leader and the most efficient and comfortable commercial aircraft in the 76-seat category.

In Executive Aviation, recent investments refer to the development of the Phenom 100EX, implementation of the availability of the autothrottle feature for the Phenom 300E and sustainability advances towards adapting the portfolio for operation with 100% SAF fuel. Phenom 100EX is the latest evolution of the Phenom 100 series, which incorporates Embraer's design DNA and offers the best experience for pilots and passengers with a higher level of comfort, operational versatility and new avionics features centered on single-pilot technologies. The aircraft has triple ANAC, FAA and EASA certification, and its production beginning in 2024 is already fully sold out. As for the new autothrottle feature on the Phenom 300E, it will be available for aircraft delivered from the third quarter of 2024 and also for aircraft that have received factory-installed provisions from January 2023. This feature enhances the jet's operational capabilities to fly in a more automated and intuitive way, acting on throttle control during the various phases of flight. As for advances in sustainability in 2023, Embraer conducted flight tests using 100% sustainable aviation fuel (SAF) in the Phenom 300E and Praetor 600 executive models. This achievement is yet another significant milestone in the journey towards net zero emissions from aviation by 2050, demonstrating the company's determination to adapt its current products to be more

sustainable and to promote the adherence of customers and the industry to this new standard.

Expenses related to the Defense & Security Business Unit development programs are investments predominantly made by its customers, which is the main customer of this business unit. A significant portion of these programs is defined as construction contracts. The revenue associated with such contracts is realized on a percentage of completion basis, as performance milestones are achieved.

Among the main investments in 2023 in the Services & Support area, we highlight the projects of greatest relevance and financial return:

1. Development of OGMA's industrialization project to put the GTF engine repair activity into service from 2024:

Since 2020, OGMA has invested in new facilities and employee training to start supporting GTF engines. At the end of 2023, OGMA announced the completion of the cells and test facilities needed for the GTF. The first induction of the PW1100G engine is expected to take place by April 2024. By 2026, the company will begin servicing the PW1900G used in the E2.

2. Support for E2 Fleet Expansion and Executive Aviation Fleet Growth:

Investment aimed at expanding the E2 fleet and supporting new and renewed contracts for integrated logistics support services and comprehensive airframe maintenance programs, such as the Pool Program for Commercial Aviation and Embraer Executive Care for Executive Aviation. These long-term contracts mainly include pool contracts and other services such as spare parts, repair, maintenance and technical services.

3. Expansion of the Training Support Structure:

Embraer-CAE Training Services (ECTS) has announced the expansion of the joint venture between the companies to include pilot and cabin crew training for the E-Jets E2 family. The new pilot training program in Singapore was inaugurated in February 2024 with a new state-of-the-art full flight simulator for the E2 E-Jets at CAE's on-site Flight Training Center. As well as providing after-sales services, it is also a valuable addition to the region's aviation and aerospace ecosystem, driving growth and improving the skills of new talent in the sector.

In the business jet Services market, investment in training remains strong. In 2023, ECTS implemented a new full flight simulator for the Phenom 300E in Las Vegas, Nevada, USA.

At the end of the year, ECTS announced a further expansion of training capacity with two new Phenom 300 flight simulators to meet the growing demand for executive jet training in the United States and Europe.

In 2023, most of the company's investments were related to the development of: a) Executive Aviation: mainly the Phenom family; b) Services & Support: GTF engine repair activity at OGMA and expansion of maintenance services to support the growth of the Commercial and Business fleets; c) Other Segments: eVTOL (electric vehicle and vertical landing) stands out.

The table below shows the investments in research and development (R&D) and Capex of the company, in 2023, 2022 and 2020.

(ii)       Sources of funds for investments

Investments consist primarily of funds associated with the development of aircraft for the Commercial and Executive Aviation markets and of Investments in industrial capacity in Brazil and abroad. Generally, such investments derive from loan and financing operations with financial institutions and financing agencies, such as the Brazilian Social and Economic Development Bank (BNDES – Banco Nacional de Desenvolvimento Econômico e Social), and are characterized as contributions from risk partners and advances from customers.

The financial resources raised by the company in 2023 are described in Item 2.1(f), of this Brazilian Annual Report (Formulário de Referência).

(iii)       Material ongoing and expected divestments

The company has no ongoing or expected material divestments.

(b)       Provided it has been disclosed, inform the purchase of plant, equipment, patents or other assets that should materially influence the production capacity of the issuer.

In the fiscal year ended December 31, 2023, there were no acquisitions of plants, equipment, patents or other assets that would materially influence the company's production capacity.

(c)       New products and services, informing (i) a description of ongoing research that has already been disclosed, (ii) total amounts invested by the company in research for the development of new products or services, (iii) ongoing projects that have already been disclosed; and (iv) total amounts invested by the issuer in the development of new products or services

Based on its business plans and monitoring of the global technological and innovation scenario, Embraer sets forth a Research & Development & Innovation plan aiming to investigate and develop solutions for the main challenges the global aeronautic industry may face in the coming years in connection with design, development, production and commercialization of aircraft, in order to remain competitive. These preparatory efforts to apply advanced technologies will make aircraft lighter, quieter, more comfortable and efficient in terms of consumption of energy and emissions, and will decrease the time required to design and manufacture aircraft, while optimizing resources.

The company establishes and reviews its Innovation Verticals every year. They are Innovation priorities for investment, which includes connecting with new businesses, new markets and disruptive innovations, as was the case with Eve Air Mobility, a company generated from integrated work within this model.

The company currently has the Verticals Net Zero, AI & Data Science, Industry 4.0, Airframe Competitiveness, Autonomous Flight, Cybersecurity and Passenger Experience.

In order to expand the reach of the results and minimize the risks of developments, the company's pre-competitive research and development strategy is structured as a program that has as essential skills not only the ability to manage and execute multidisciplinary projects, but also to maintain and coordinate a network of development partners, integrating several institutions (universities, research institutes, development institutions and companies). It is worth highlighting some important partnerships for the advancement of Embraer's innovation.

Embraer contributes to technological advances in Brazil and the global aerospace industry. The company's journey towards evolution and innovation is carried out every day through commitment, networking and a great deal of collaboration in the ecosystem that involves partners, various universities and research institutions, suppliers and customers. In 2023, Embraer, in partnership with ITA (Technological Institute of Aeronautics) and FAPESP (Fundação de Amparo à Pesquisa do Estado de São Paulo), inaugurated FLYMOV (Flight and Mobility Innovation Center), an Engineering Research Center (CPE) aimed at studies for the Air Mobility of the Future. Unicamp and USP-São Carlos are also partners of

FLYMOV. The unprecedented initiative in Brazil was announced in 2022 and brings together representatives of the scientific community and professionals from the aeronautical industry in activities based on three pillars: low-carbon aviation, autonomous systems, and advanced design and manufacturing. The goal is to find innovative technological solutions that will boost the sustainability and competitiveness of the global innovation ecosystem. FLYMOV mobilizes more than 130 people, including researchers, Embraer employees and fellows—scientific initiation, master's, doctoral and post-doctoral—in an ambitious initiative aimed at establishing a new framework for the competitiveness of Brazil's industry and for training the professionals who will transform the air mobility innovation ecosystem.

Embraer and Collins Aerospace continue to collaborate on the development and testing of an innovative electrothermal heating technology based on carbon nanotubes (CNT) for ice protection systems. In 2023, a flight was carried out in an environment with natural ice. Electrothermal CNT technology is lighter and more energy efficient, as well as using environmentally better manufacturing processes than current systems. Embraer believes it will become the future standard for ice protection, including in more electric aircraft designs.

Continuous progress towards greater efficiency and safety is a decisive factor for Embraer to invest in autonomous flight technologies. Autonomous flight is an important advance in aviation and is based on a combination of technologies such as sensors, control systems, communication and artificial intelligence. The application of these technologies has given rise to new markets, such as the drone market, where aircraft without a pilot on board can operate safely, often carrying out dangerous missions without human life having to be exposed to risk. The same technology, in a different context, can help pilots drive the aircraft safely, reducing their workload, broadening their view of the nearby airspace and aiding decision-making. All this technology under development will be incorporated into Embraer's portfolio, contributing to the company's competitiveness and perpetuity in the long term.

Embraer believes that autonomous flight will revolutionize various sectors of the economy, with agriculture being a market with strong potential to be a pioneer in the application of this technology. High precision, optimizing the use of inputs, reducing losses due to crop crushing and operating at night in complete safety are some of the features that autonomous flight brings to agribusiness, making it possible to gain productivity with absolute respect for the environment.

On May 5, 2023, Embraer signed an agreement with the Financier of Studies and Projects (Finep) to develop demonstrator platforms for new aeronautical technologies. With this, public resources will be used to share with companies the costs and risks inherent in research and development at low and medium levels of technological maturity

Embraer and FlightSafety International inaugurated a new Praetor flight simulator in Orlando, Florida. The simulator has already been approved by the US Federal Aviation Administration (FAA). Initial training is already available to customers, as is recurrent training. The companies also announced the launch of the fourth Praetor simulator in Europe, at a location to be determined. The start of operations is scheduled for the end of 2024

Embraer and the German Aerospace Center (Deutsches Zentrum für Luft-und Raumfahrt; DLR) have announced a Memorandum of Understanding (MoU) for collaboration in pre-competitive technology research and development activities. The aim is to assess the possibility of establishing future cooperation on a wide range of initiatives. This includes aircraft design, systems and flight physics, system architectures, flight tests, wind tunnel experiments, structures and materials, and safety.

In 2023, the company's total investment was US$ 414.2 million, with US$ 192.1 million in Product Development, US$ 90.3 million in Research and US$ 131.8 million in Capex. It is important to mention that this amount excluded expenses related to equipment and fixed assets, which total US$ 1.5 million, and are mainly from programs in the Defense & Security segment. These expenses are deemed in the terms and conditions of their respective contracts as customer investments and, consequently, are not part of the company's CAPEX estimate.

The company's investments are financed with equity and third-party capital.

(d)        Opportunities included in the issuer's business plan related to ESG issues

The aviation industry is under increasing pressure from governments, regulatory organizations and the general public to reduce its greenhouse gas emissions, the sector's main ESG challenge. In this regard, the industry has come together and committed itself to zero net carbon emissions by 2050, a goal that, to be achieved within the desired timescale, requires both manufacturers and airlines to employ new thinking and search for bold and feasible solutions.

Embraer recognizes the urgency of the climate crisis and is fully committed to a sustainable future. We are stepping up our efforts to minimize our carbon footprint while remaining dedicated to the development of innovative solutions that have a broader impact for our customers, our local communities and society at large. Innovation and new technologies play an increasing role in the company's business plans, in the search for more sustainable operations.

Embraer understands that smaller aircraft will be the first platforms on which new propulsion systems will be introduced: this small-scale application—as in regional aircraft—will precede the gradual advancement of technologies in larger aircraft, which is seen as an opportunity for the company's business. Embraer's sustainability roadmap, with a product concept development plan, was announced at the end of 2021, and its success will depend on technological readiness to reach important milestones:

Starting today, Embraer's modern E2 is the most fuel-efficient single-aisle aircraft in commercial service, reducing emissions by more than 30% compared to the previous generation of aircraft. Immediately, it is an important instrument for operators with old fleets to reduce emissions. In 2023, 39 aircraft from the E2 family were delivered.

After initial studies of four new aircraft concepts, with new propulsion architectures that use renewable energies, Embraer evolved, in 2022, in new advances of the "Energia Family" program. The company now focuses on two projects with nineteen to thirty seats for hybrid electric and hydrogen electric propulsion. The surveys have been developed based on Embraer's fifty-year technical experience, external contributions from airlines and joint studies with engine manufacturers. Both projects offer a real and viable path to zero carbon emissions. Developments continue and Embraer plans the first flight of its hydrogen-powered electric demonstrator in 2025. The first production aircraft could enter into commercial service in the mid-2030s.

In the next decade, around 2045, we may see the first flight of Embraer's hydrogen-powered turboprop, and finally, by 2050, Embraer's goal is to have a hydrogen-powered E2 or similar-sized aircraft flying into the skies.

In addition to commercial aviation, urban air mobility is an important vector of opportunities for Embraer's business. The development of "eVTOL"—electric vertical take-off and landing vehicle, 100% electric with zero emission and low noise is in progress. Eve's market-leading backlog currently includes orders for up to two thousand eight hundred and fifty eVTOLs. In 2026, eVTOL should be transporting passengers through cities, transforming the mobility of metropolises.

These are certainly bold and ambitious steps, but with more than 50 years of experience in the regional market, manufacturing efficiencies combined with an extremely competitive cost structure, Embraer is ideally positioned to bring disruptive technologies to smaller aircraft platforms. The company is also fostering new partnerships and working closely with leading universities and academic institutions to address challenges in energy collection,

storage and thermal management, as well as exploring new ways to make business operations more efficient with its global customers and governments.

The next two decades will be ones of transformation in regional aviation, with the low carbon considerations inherently associated with the development of any new product. But ESG challenges are also driving Embraer in other activities. In 2021, the company assumed environmental commitments linked to its production processes: (i) carbon neutral growth as of 2020; (ii) carbon neutrality of its operations in 2040; and (iii) electricity from 100% renewable sources in 2030. In 2023, the goals evolved and gained concrete actions on several fronts, such as:

•       One of the first measures aimed at decarbonizing operations is the reduction of Scope 2 emissions, associated with the use of electricity. With regard to this scope, in Brazil, power purchase agreements have already been signed to ensure that 100% of the electricity purchased by Embraer in the country comes from renewable sources, starting in 2024, and in 2023 the company dedicated its efforts to structuring its renewable electricity purchase plan for its operations in the United States. Electricity consumption in its operations in Brazil represents around 70% of the total consumed in all its operations worldwide.

•       In 2023, Embraer continued with its sustainable aviation fuel (SAF) procurement strategy, which today takes place at its Melbourne plant in the United States. The company has been working to ensure that this process evolves consistently, so that it is possible to properly track and report the benefits obtained from the purchase of this fuel, while establishing partnerships with companies in the sector, with the aim of leveraging the supply of SAF in the regions where it is present. Embraer is directly involved in various initiatives and partnerships for research and development in the SAF chain in Brazil and around the world. Last year, it joined the Roundtable on Sustainable Biomaterials (RSB), an organization that promotes a just and sustainable transition to a circular economy, and also the International Aerospace Environmental Group (IAEG) working group, dedicated to studying the compatibility of current aircraft with the use of 100% renewable SAF.

•       In 2023, in partnership with Honeywell Aerospace, Parker, Pratt & Whitney Canada, Safran and WorldFuel, the Phenom 300E and Praetor 600 business aircraft were successfully tested with 100% pure sustainable aviation fuel (SAF). The tests, with an engine running on 100% SAF, were carried out at Embraer's facilities in Melbourne and provided significant information on the performance of the systems when using an entirely renewable fuel source.

In the social area, Embraer seeks to be a plural and humane company that respects the individuality of each employee. Valuing characteristics and behaviors, the company emphasizes that every human being is part of a process, and always seeks to provide the necessary support for its employees to perform their duties with a sense of belonging.

Embraer, with its focus on the inclusion and representation of all people, and efforts aimed at ensuring that minority or underrepresented groups are a genuine part of the company, has corporate goals for Diversity & Inclusion, which are a central issue of its culture:

•       Continuous Diversity & Inclusion training

•       Commitment to have 50% diversity in hiring

•       25% of women in the Master's Program in Aeronautical Engineering

•       20% of women in senior leadership positions

Externally, for more than 20 years, the Embraer Institute of Education and Research has supported education in Brazil to build a fairer and more inclusive country, running two full-time high schools for students from public schools and low income families in São José dos Campos and Botucatu, in the countryside of São Paulo. There is also a contingent of paying students (20% of the total student body), reaching a total of 720 students in 2023. More than five thousand young people have graduated from high school since the Embraer Colleges were set up.

2.11 - Others Material Factors

In 2023, the company's advertising expenses totaled approximately R$ 179 million, most of which was spent on fairs and exhibitions, advertising campaigns and other promotional activities. Business areas request these expenses annually and they are submitted to the company's management for approval, in order to enable the marketing efforts of products and services.

Main events that occurred during the year and impacts on the financial statements:

Russia-Ukraine conflict

The company, in compliance with sanctions imposed on Russia, Belarus and certain regions of Ukraine by the laws of the jurisdictions to which it is subject, has suspended the supply of parts, maintenance and technical support to customers affected by said sanctions.

The company continues to monitor its supply chain in the face of uncertainties related to the conflict between Russia and Ukraine and the challenges of the current macroeconomic scenario, as well as the impacts of inflation. Although there is no immediate concern about the availability of titanium in our supply chain, considering our current stock position and the alternative sources that exist in other countries, we will continue to monitor our supply chain to identify possible restrictions.

As of December 31, 2023, the company has no material assets or liabilities exposed to Russia, Belarus or Ukraine, therefore, no material accounting impact has been identified up to the date of authorization for the issuance of these financial statements.

Israel-Hamas conflict

The conflict between Israel and Hamas could have an impact on the company's supply chain, depending on its evolution and developments. In order to monitor these potential impacts, as well as others related to operations and clients, the company closely follows the facts regarding this conflict.

As of December 31, 2023, the company has no material assets or liabilities exposed to Israel or Palestine, so no material accounting impact has been identified as of the date of authorization to issue these financial statements.

Repurchase offer and debt security issue

Between June/2023 and September/2023, through a repurchase offer, the company repurchased US$ 1,375,493 thousand of the following outstanding notes:

The company recognized US$ 5,407 thousand in the financial result as a gain arising from the repurchase transactions of the notes in circulation listed above.

Additionally, in July 2023, the company issued US$ 750,000 in debt securities maturing in 2030.

Renegotiation with client

In September 2023, the company concluded a debt renegotiation with one of its clients. The renegotiated amounts will be remunerated at 7.5% p.a. and paid off by 2030. In addition, renegotiation takes into account the receipt of the counterparty's equity instrument. The main impact of this renegotiation was the derecognition of existing assets, initially classified as customer financing, and the subsequent recognition of modified assets.

The company's results were not significantly impacted as a result of this renegotiation.

Annex II – OPINION AND REPORT OF THE AUDIT, RISK AND ETHICS COMMITTEE

Report for the purposes of item VII of art. 27 of RCVM 80 and Opinion in compliance with item III of the sole paragraph of art. 10 of RCVM 81)

Opinion and Summary Report on the Work of the Audit, Risk and Ethics Committee

Pursuant to the provisions of its Internal Regulations, the Audit, Risk and Ethics Committee ("Committee") of Embraer S.A. ("Embraer" or "Company") is responsible for advising the Board of Directors with a focus on the following matters:

In addition, the Committee performs the duties of (i) an Audit Committee for purposes of US law, especially the "Sarbanes-Oxley Act", (ii) a Statutory Audit Committee, pursuant to Resolution 80, of March 29, 2022 ("RCVM 80"), of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – "CVM"), and (iii) an Ethics and Conduct Committee.

The Committee's duties are based on information received from the Management, the external auditors, the internal audit, the compliance area and those responsible for risk management and internal controls and for preparing financial statements.

Mr. Dan Ioschpe is the Committee's Coordinator and Mr. João Cox Neto is the audit committee financial expert.

The Committee's Internal Regulations were reviewed in 2023 to update its responsibilities, including greater detail on the management and accounting information disclosed to the public and regulatory bodies that must be analyzed by the members.

Committee Activities for the 2023 Fiscal Year

On May 5, 2023, the Committee's composition was changed as follows (i) Mr. Dan Ioschpe, an independent member of Embraer, joined the Committee as its Coordinator, (ii) Mr. Mauro Gentile Rodrigues da Cunha joined the Committee, replacing Mr. Raul Calfat, both independent members of Embraer, (iii) Mr. João Cox Neto joined the Committee as an external member, under the terms of paragraph 1 of art. 35 of the Company's Bylaws, replacing Mr. Sérgio Eraldo Salles Pinto, and ceased to be the Committee's Coordinator. Claudia Sender Ramirez and Vanessa Claro Lopes remain as members of the Committee.

The Chairman of the Board of Directors, the Chief Executive Officer and the Executive Vice-President for Finance and Investor Relations are permanent guests at the Committee's meetings.

The Committee met 8 times between February 9 and December 4, 2023, when it assessed and analyzed topics related to the Committee's duties and responsibilities, including the following.

During the 2023 fiscal year, the Committee assessed, in meetings with the Risk and Internal Controls Management, aspects related to Embraer's risk management and control, by monitoring the assessment cycle of SOX 2023 activities, and updating the topic of Significant Unusual Transactions (SUTs).

Following the completion of the project to improve the corporate risk management process in 2022, the Company's risk maps and their respective action plans were updated in 2023 as part of a structured effort by the Company's Risk and Internal Controls area, with close monitoring by the Committee.

The Committee, based on the information brought to its attention, records as positive the efforts being made in order to ensure the effectiveness of the Company's internal control and risk management systems.

The Committee maintains a periodic communication channel with the external auditors for wide discussion of the results of its work and relevant accounting aspects, in a manner that allows its members to base their opinion on the accuracy of the financial statements and financial reports. In 2023, the Committee met with the Company's external auditors on 4 occasions.

The Committee monitored the activities of the independent external auditors in order to assess their independence, quality and adequacy of the services provided to the Company. It also assessed and recommended that the Board of Directors approve the planning of its activities for the 2024 fiscal year, and this plan was approved in November 2023.

The Committee monitored the audit process carried out by the Internal Audit area, by holding periodic meetings to monitor the execution of the audit plan for the 2023 fiscal year. In addition, it assessed and recommended the approval of the planning of its work related to the 2024 fiscal year to the Board of Directors, and such plan was approved in December 2023.

The Committee assesses the scope and quality of the works carried out by the Internal Audit as positive. The results of these activities, presented at 4 Committee meetings in 2023, did not inform the Committee about existing risks that could materially affect the Company's sustainability.

The Internal Audit Regulations were reviewed in 2023 to update its duties and responsibilities, including more details on its activities.

The Committee followed and monitored, through detailed presentations made by the Executive Vice-Presidency for Legal Affairs and Compliance, the improvement and evolution of the Compliance Program, with the following highlights the 2023 fiscal year:

ii) the resumption of the project to simplify the third-party due diligence process for low-risk cases; and

iii) the improved visibility of Compliance's work, by reporting to the Committee the indicators of all the Compliance Program's fronts, as well as the reports from the whistleblowing channel.

The Code of Ethics and Conduct was also reviewed and the main amendments were: (i) a new visual identity, (ii) the inclusion of the themes of diversity, equity and ESG, and (iii) the inclusion of culture pillars. As recommended by the Committee, the Board of Directors approved the Review of the Company's Code of Ethics and Conduct.

The Committee analyzed the procedures involved in preparing individual and consolidated balance sheets and the notes to the Company's financial statements. The Committee reviewed the Company's internal controls, the relevant accounting practices adopted by Embraer in the preparation of the financial statements. It was verified that they are in accordance with accounting practices adopted in Brazil and with international financial reporting standards (IFRS). The Committee also based its analysis on the unqualified opinion of the independent auditors.

6. Other relevant matters:

6.1 Cyber security

The Committee followed up and monitored the Company's cyber security plans through presentations from the information technology area, as well as the follow-up and improvements required due to the new SEC regulations that came into force in 2023.

6.2 Clawback Policy

During 2023, the Committee worked on the proposed Clawback Policy together with the People and ESG Committee. The Policy complies with the new SEC rules that came into force on December 1, 2023.

As recommended by the Committee, the Board of Directors approved the Clawback Policy.

Throughout the 2023 fiscal year, the Committee reported the progress of its work to the Board of Directors in all its annual meetings, giving opinions and making recommendations on various matters under its responsibility.

The Committee recommends the approval by the Board of Directors of Embraer's consolidated financial statements for the year ended December 31, 2022 prepared by the Board of Executive Officers and audited by the independent auditors.

São José dos Campos, March 6, 2024

Dan Ioschpe

Claudia Sender Ramirez

Mauro Gentile Rodrigues da Cunha

Vanessa Claro Lopes

João Cox Neto

Annex III – INFORMATION ABOUT THE CANDIDATES FOR THE FISCAL COUNCIL

(Items 7.3 to 7.6 of the Brazilian Annual Report of RCVM 80)

7.3 - Composition and professional experience of the Management and Fiscal Council:

² The Company adopts the criteria defined in the Novo Mercado Regulations to determine the independence of the member.

7.4 - Composition of statutory committees and audit, finance and compensation committees:

Not applicable to the Fiscal Council.

7.5 - Existence of a relationship as spouses, common-law marriage (união estável) or kinship up to the second degree between (a) members of the issuer's management, (b) (i) members of the issuer's management and (ii) members of the management of the issuer's direct or indirect subsidiaries, (c) (i) members of the management of the issuer

or of its direct or indirect subsidiaries and (ii) the issuer's direct or indirect controlling shareholders, and (d) (i) members of the issuer's management and (ii) members of the management of the issuer's direct or indirect controlling shareholders:

No such relationships exist in connection with the members of the Fiscal Council.

7.6 – Inform about relationships of subordination, service provision or control maintained, in the last three fiscal years, between members of the issuer's management and: (a) company, directly or indirectly, controlled by the issuer except those in which the issuer directly or indirectly holds the entire capital stock; (b) the issuer's direct or indirect controlling shareholder; (c) if relevant, supplier, client, borrower or lender of the issuer, companies controlled by the issuer, its subsidiaries or holdings or subsidiaries of any such persons

No such relationships exist in connection with the members of the Fiscal Council.

Annex V – MANAGEMENT COMPENSATION

(Pursuant to art. 13, item II, of CVM Resolution 81/22)

8.1 - Describe the compensation policy or practice for the board of directors, statutory and non-statutory board of executive officers, fiscal council, statutory committees and audit, risk, finance and compensation committees, addressing the following aspects

(a)       Objectives of the compensation policy or practice, informing if the compensation policy was formally approved, the body responsible for its approval, date of approval and, if the issuer publishes the policy, the websites where the document is available

The Company currently has a Management Compensation Policy applicable to all directors, committee members and statutory board of executive officers, the latest revisions of which were approved by the Board of Directors on October 26, 2018.

The Policy above mentioned is available on the Company's IR website (https://ri.embraer.com.br/governanca/politicas/) and on the website of the Brazilian Securities and Exchange Commission (www.gov.br/cvm) and the purpose policies is to attract and retain highly qualified professionals who are aligned with the Company's principles and values and with the shareholders' objectives.

Accordingly, the Company bases its policies on the monitoring of the external environment and compares compensation practices, on an annual basis, with reference markets, comprised of companies that compete in the segments in which the Company operates, Brazilian multinationals, publicly traded companies or companies that have a compensation strategy similar to that which the Company practices.

(b)       Practices and procedures adopted by the board of directors to determine the individual compensation of the members of the board of directors and board of executive officers, informing: The boards and committees that participate in the decision-making process, identifying how they participate.

The People and ESG Committee, in accordance with its internal regulations revised by the Board of Directors on August 12, 2021, aims to advise the Board of Directors in defining and approving the Company's salary and human resources policy, with regard to remuneration and benefits criteria, as well as the individual remuneration of administrators.In addition, the People and ESG Committee is responsible for managing long-term incentive programs.

The amounts of compensation paid by the Company to the members of the Executive Board, Board of Executive Officers and Committees are periodically compared with the amounts paid by the market and consider the complexity, sophistication and challenges inherent to the Company's business, especially by competing companies in the segments in which the Company operates, Brazilian multinationals, publicly traded companies or that have a compensation strategy similar to that practiced by the Company, according to the guidelines established by the compensation strategy, through research conducted by external consultancies and specialized in the subject.

Total compensation amounts should be planned annually, based on market research and taking into account the Company's economic and financial reality. Priority should be given to the retention of executives and the alignment of their earnings with those of shareholders. In this sense, the greater the impact of the position on the Company's results, the more weight should be attributed to the variable portions of the compensation – Short Term Incentive (STI) and Long-Term Incentive (LTI), reflecting, respectively, the profitability and valuation of the Company. The LTI will only be a reference value for the current fiscal year and the acquisition of the right to its receipt will take place at a future date, according to the conditions set forth in the specific policy, how often and how the board of directors evaluates the adequacy of the issuer's remuneration policy.

The Board of Directors assesses the Company's, on an annual basis, the recommendation of the People and ESG Committee the compensation metrics based on research and updated market data, based on the Company's Compensation Policy.

(c)       Composition of compensation, informing:

i.       Description of the compensation elements and the objectives of each one

The following are considered as compensation elements:

Board of Directors

Members of the Board of Directors receive a monthly fixed compensation and are offered, optionally, group life insurance and health insurance, provided that the members of the Board of Directors bear all inherent costs. There is no variable compensation for this body. The purpose of paying exclusively a fixed compensation to the members of the committees is to be aligned with best market practices.

Advisory Committees

Members of the advisory committees (Audit, Risk and Ethics, People and ESG and Strategy and Innovation Committees) receive a specific monthly fixed compensation for participating in each committee (limited to two committees). There is no variable compensation for members of the committees. The purpose of paying exclusively a fixed compensation to the members of the committees is to be aligned with best market practices.

Board of Executive Officers

Members of the Statutory Board of Executive Officers and Non-statutory Board of Executive Officers receive:

shares mechanism, reward executives for achieving goals that support the Company's medium- and long-term strategic objectives.

The planned LTI amounts shall be determined based on market references, subject to the conditions set forth in the respective incentive instruments and are described in detail in item 8.4 of the Brazilian Annual Report (Formulário de Referência).

Both portions of the STI and LTI variable compensation are intended to align executives with the shareholders' objectives and with the Company's sustainability.

Both the fixed and variable compensation of the members of the Board of Executive Officers are established, in accordance with market standards, through surveys conducted by consulting firms specialized in the subject.

Fiscal Council

Members of the Fiscal Council receive a fixed monthly salary, which is approved, on an annual basis, at the Annual General Shareholders' Meeting, and is in accordance with the limits set forth in Paragraph 3 of Section 162 of Law No. 6,404/76.

No direct or indirect benefits are currently offered to the members of the Fiscal Council.

Objectives of the compensation elements and alignment with the issuer's short, medium and long-term interests

Embraer's remuneration practices aim to convey the Company's thinking and stance in adopting remuneration modalities compatible with the market and in order to attract, retain and recognize professionals, aligning individual objectives with business objectives, as well as technical and economic-financial conditions, in a system of partnership and sharing of the wealth generated, encouraging everyone to seek to achieve and exceed previously agreed results. The Management Remuneration Policy can be found on the Company's IR website (https://ri.embraer.com.br/governanca/politicas/).

Embraer aims to maintain a competitive compensation for its management compared to the market, in order to retain and attract management members that enable the achievement of its short-, medium- and long-term goals.

A significant portion of the Short-Term variable compensation depends directly on the achievement of actual targets by professionals, as detailed below. The payment of the Short-Term variable compensation is also tied to the Company's performance, assuming the achievement of the goals defined by the Board of Directors. Accordingly, compensation is linked to the retention of professionals and the achievement of positive results by the Company, which shows the alignment of interests.

Proportion of each element in the total compensation

According to the structure of the Company's Compensation Policy, the proportion of each element in the total compensation may vary depending on the Company's results.

The table below shows the proportion of each element of the total compensation paid by the Company in the year ended Sunday, December 31, 2023:

The table below shows the proportion of each element of the total compensation paid by the Company in the year ended Saturday, December 31, 2022:

The table below shows the proportion of each element of the total compensation paid by the Company in the year ended Friday, December 31, 2021:

Calculation and adjustment method for each of the compensation elements

The amounts of compensation paid by the Company to the members of the Executive Board, Board of Executive Officers and Committees are periodically compared with the amounts paid by the market and consider the complexity, sophistication and challenges inherent to the Company's business, especially by competing companies in the segments in which the Company operates, Brazilian multinationals, publicly traded companies or that have a compensation strategy similar to that practiced by the Company, according to the guidelines established by the compensation strategy, through research conducted by external consultancies and specialized in the subject.

Total compensation amounts should be planned annually, based on market research and taking into account the Company's economic and financial reality. Priority should be given to the retention of executives and the alignment of their earnings with those of shareholders. In this sense, the greater the impact of the position on the Company's results, the more weight should be attributed to the variable portions of the compensation - STI and LTI, reflecting, respectively, the profitability and valuation of the Company. The ILP shall only be a reference for the current fiscal year and vesting shall occur on a future date, in accordance with the conditions set forth in in a specific policy.

Key performance indicators that are taken into account to determine each element of the compensation

The performance indicators that are taken into account to determine the short-term variable compensation are: (i) annual assessment of the "Action Plan," an instrument entered into with each statutory and non-statutory officer every year, setting forth the results intended by the Company for that year and the actions planned for each one in order to achieve these results; and (ii) global performance result of the Company.

Thus, the STI and LTI compensation vary based on the economic results and the operating income of the Company. The STI is affected by the assessment of the individual Action Plans, the LTI is related to the increase in the value of the Company's shares and the performance targets set forth in the Plan.

The amount of Short-Term Incentive to be effectively paid to executives in each fiscal year is tied to the respective individual Action Plans and its assessment varies directly based on the achievement of the results set forth therein. The content of the Action Plan is revised annually through the Corporate Planning cycle and approved by the Company's Board of Directors. For the year 2022, among the goals set forth in the Board of Directors' Action

Plans, there were goals related to the environment and diversity, in the ESG context, the same happened for the year 2023.

Therefore, each executive is assessed, on an annual basis, based on the achievement of their Action Plan and their Short-Term variable compensation is influenced by this result.

ii.       Reasons that justify the composition of the compensation

Board of Directors and Advisory Committees

The main objective is to attract members with reputation and suitable profiles, remunerating them in a manner compatible with the market and thus providing the necessary conditions for them to better perform their duties. Reference values are obtained from the results of specialized surveys, carried out with companies similar in size to Embraer.

Note: Companies similar in size are those that are comparable in terms of area of operations, number of employees, revenue, business segment, processes for the development of products or production, global operations, etc.

Statutory Board of Directors

Total compensation amounts are planned annually based on market research with companies of size, complexity and challenges equivalent to those of Embraer. Through this research, we seek to determine not only the amounts practiced in the market, but also the proportionality of their components (Fixed and Variable Compensation, Short- and Long-term Incentives). The Company favors the retention of its executives and aims to maintain and attract highly qualified executive officers and key qualified personnel, aligning their interests with the interests of the Company's shareholders. In addition, the objective is to ensure that executives who effectively contribute to the best performance of the Company and its securities have a share in the profits derived from their contribution.

Fiscal Council

The monthly compensation of the Fiscal Council, pursuant to paragraph 3 of Section 162 of Law No. 6,404/76, is established in an amount equivalent to at least 10% of the average monthly compensation of each Executive Officer of the Company, excluding benefits, representation funds and profit sharing.

iii.       Existence of unpaid members and the reasons for this fact

No members of the board of directors, advisory committees, board of executive officers or fiscal council are unpaid for the positions they hold in the Company.

d.       Existence of compensation supported by subsidiaries, controlled companies or direct or indirect controlling shareholders

Not applicable, as subsidiaries and controlled companies do not pay compensation to members of management and Fiscal Council of Embraer.

e.       Existence of any compensation or benefit linked to the occurrence of a certain corporate event, such as the sale of issuer's corporate control

There was no corporate event related to the sale of the issuer's corporate control.

8.2 Total compensation of members of the board of directors, statutory board of executive officers and fiscal council