Announcement by Embraer S.A. of Offers to Purchase for Cash Certain Outstanding Securities Listed Below

Core Viewpoint - Embraer S.A. has initiated cash tender offers for its outstanding senior unsecured guaranteed notes, with a maximum purchase price of US$750 million, subject to adjustments by the Offeror [1][2]. Offer Details - The Offers include two series of notes: 6.950% senior unsecured guaranteed notes due 2028 and 7.000% senior unsecured guaranteed notes due 2030, with an aggregate principal amount not exceeding US$750 million [1]. - The Offers are set to expire on October 21, 2025, with an early tender date of October 3, 2025, where holders can receive total consideration [2]. - Holders who tender their notes after the early tender date will only receive the tender consideration, which is less than the total consideration [4]. Acceptance and Settlement - The acceptance of notes for purchase will be based on the order of priority as specified in the offer details, with potential proration if the total tendered exceeds the maximum tender amount [3][5]. - The total consideration for each US$1,000 principal amount of notes will be determined based on a fixed spread plus the yield of the applicable U.S. Treasury reference security [4]. - Settlement dates are expected to occur two business days after the early tender date or the expiration date, depending on the Offeror's discretion [7]. Conditions and Obligations - The Offers are conditioned upon the completion of a new debt financing by Embraer Finance and the execution of an exchange settlement agreement [9]. - The Offeror reserves the right to not accept any tenders and may amend or terminate the Offers at any time [10][13]. Future Actions - After the expiration of the Offers, the Offeror or Embraer may acquire any remaining notes through various means, including open market purchases or redemptions [11].