EMBRAER S.A.
(incorporated in the Federative Republic of Brazil)

EMBRAER NETHERLANDS FINANCE B.V.
(incorporated in the Netherlands)
a wholly-owned subsidiary of Embraer S.A.

Offer to Purchase for Cash

ANY AND ALL OF THE OUTSTANDING NOTES OF THE SERIES LISTED BELOW UNDER “ANY AND ALL NOTES”

AND

UP TO THE MAXIMUM PRINCIPAL AMOUNT (AS DEFINED BELOW) OF THE OUTSTANDING NOTES OF THE SERIES LISTED BELOW UNDER “CAPPED NOTES”

THE ANY AND ALL OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 11, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE OFFEROR’S SOLE DISCRETION, THE “ANY AND ALL EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE ANY AND ALL TOTAL CONSIDERATION (AS DEFINED HEREIN), HOLDERS OF THE ANY AND ALL NOTES (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR ANY AND ALL NOTES ON OR PRIOR TO THE ANY AND ALL EXPIRATION DATE, OR DELIVER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND OTHER REQUIRED DOCUMENTS PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES ON OR PRIOR TO THE ANY AND ALL EXPIRATION DATE AND TENDER THEIR ANY AND ALL NOTES ON OR PRIOR TO THE GUARANTEED DELIVERY DATE (AS DEFINED HEREIN). VALIDLY TENDERED ANY AND ALL NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE ANY AND ALL OFFER AT ANY TIME ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 11, 2025, EXCEPT AS DESCRIBED HEREIN OR AS REQUIRED BY APPLICABLE LAW (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE OFFEROR’S SOLE DISCRETION, THE “ANY AND ALL WITHDRAWAL DATE”).

THE CAPPED OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 6, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE OFFEROR’S SOLE DISCRETION, THE “CAPPED EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE CAPPED TOTAL CONSIDERATION (AS DEFINED HEREIN), CAPPED NOTEHOLDERS (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR CAPPED NOTES ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 19, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE OFFEROR’S SOLE DISCRETION, THE “CAPPED EARLY TENDER DATE”). CAPPED NOTEHOLDERS VALIDLY TENDERING THEIR CAPPED NOTES AFTER THE CAPPED EARLY TENDER DATE AND ON OR PRIOR TO THE CAPPED EXPIRATION DATE WILL ONLY BE ELIGIBLE TO RECEIVE THE CAPPED TENDER CONSIDERATION (AS DEFINED HEREIN), WHICH EQUALS THE CAPPED TOTAL CONSIDERATION LESS THE CAPPED EARLY TENDER PAYMENT (AS DEFINED HEREIN). VALIDLY TENDERED CAPPED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE CAPPED OFFER ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, FEBRUARY 19, 2025 (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE OFFEROR’S SOLE DISCRETION, THE “CAPPED WITHDRAWAL DATE”). THERE IS NO GUARANTEED DELIVERY MECHANISM PROVIDED FOR BY THE OFFEROR IN CONJUNCTION WITH THE CAPPED OFFER.

Title of Security	CUSIP / ISIN	Principal Amount Outstanding	Reference U.S. Treasury Security
5.400% Senior Unsecured Guaranteed Notes due 2027	29082H AB8 / US29082HA B87	US$522,035,000	4.125% due January 31, 2027

Capped Notes

Title of Security	CUSIP / ISIN	Principal Amount Outstanding	Reference U.S. Treasury Security
6.950% Senior Unsecured Guaranteed Notes due 2028	Regulation S: N29505 AA7 / USN29505AA70 Rule 144A: 29082H AC6 / US29082HAC60	US$479,254,000	4.250% due January 15, 2028

To view copies of the Tender Offer documents please click on the links below