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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 2021

Commission File Number: 001-15102

Embraer S.A.

Av. Brigadeiro Faria Lima, 2170

12227-901 São José dos Campos, São Paulo, 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  ☒     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):  ☐

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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 Board of Directors

Annex IV – Information about the Candidates for the Fiscal Council

Annex V – Management Compensation

Annex VI – Proposed Bylaws

Annex VII – Report of Proposed Amendments to the Bylaws

Annex VIII – Information about the Appraisal Experts

Annex IX – Appraisal Report

Annex X – Information about the Merger of Savis

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1. Message from the Chairman of the Board of Directors

São José dos Campos, March 26, 2021

Dear Shareholder,

We are pleased to invite you to attend the Annual and Extraordinary General Shareholders’ Meetings (“AGOE” or ”Meetings”) of Embraer S.A. (“Embraer” or “Company”), cumulatively called for April 26, 2021, at 10:00 am, to be held at the Company’s headquarters located at Avenida Brigadeiro Faria Lima, 2170, building F-100, in the city of São José dos Campos, State of São Paulo.

Embraer’s shares have been listed on B3 S.A.—Brasil, Bolsa, Balcão (“B3”) since 1989, and on the New York Stock Exchange (NYSE) since July 2000, through American Depositary Receipts (ADRs).

Since the corporate restructuring that took place in 2006, 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. Since then, Embraer’s shares have been included in the Novo Mercado segment of B3, the highest level of corporate governance that a company can have in Brazil.

In the AGOE, you will be invited to review and resolve on the matters included in the Call Notice, in accordance with item 3 below. Embraer’s Management presented proposals related to the matters on which to be voted, which are included in this Manual.

For the (i) Annual General Shareholders’ Meeting to take place on first call, the attendance of shareholders representing at least 25% of the voting capital stock is required, pursuant to Section 125 of Law No. 6,404/76; and (ii) Extraordinary General Shareholders’ Meeting to take place on first call, the attendance of shareholders representing at least two-thirds of the voting capital stock is required, pursuant to Section 135 of Law No. 6,404/76.

Considering the legal and statutory requirements related to the quorum for these resolutions, I emphasize the importance of your vote on the matters presented herein.

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 in this spirit, will clarify the matters on the agenda and motivate you to attend the AGOE.

We encourage 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

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2. Information and Guidelines for Attendance at the Meetings

2.1.    Voting at the Meetings

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 the Foreign Shareholders and Foreign Shareholder Groups.

The votes of the Brazilian Shareholders and the Foreign Shareholders on the resolutions of the Meetings will be calculated separately. To that end, the Chairman of the Meetings 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 distance 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 purposes of applying the restriction on the maximum number of votes attributed to each shareholder, you must take into account 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 regards to investment funds, only funds with a common administrator, whose policies of investments and exercise of voting rights provides the administrator with full authority to decide and resolve at shareholders’ meetings, will be considered to be a member of a Shareholder Group.

The 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 that are represented by the same proxy, administrator or attorney in fact, shall be deemed members of the same Shareholder Group in the Meeting, except in the case of holders of securities issued in connection with the Company’s Depositary Receipts program, when represented by the respective Depositary Bank.

In the event of shareholders’ agreements that govern the exercise of voting rights, all signatories thereto shall be considered members of the same Shareholder Group for purposes of the limitation on the number of votes described above.

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Foreign Shareholder Group – A Shareholder Group will be considered foreign 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 item “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 Section 10 of the Company’s Bylaws.

2.2.    In-person Attendance at Meetings

In order to attend the Meetings in person or by proxy, we request that you present to Embraer, at least forty-eight (48) hours prior to the date of the Meetings, the following documents:

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.

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The Company also informs that notarized powers of attorney shall not be required for these Meetings, also as a manner of facilitating the verification of powers under the current circumstances.

The aforementioned documents must be delivered only through the e-mail investor.relations@embraer.com.br .

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

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

(i) a digital copy of the original distance 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) to prove oneself as a Brazilian Shareholder or Foreign Shareholder, (x) a digital copy of the original identity document, or (y) the certificate issued by the depositary financial institution evidencing the shares in book-entry form or in custody, pursuant to Section 40 of Law No. 6,404/76 (the Company will waive the presentation of the certificate by a holder of book-entry shares listed on the list of shareholders provided by the depositary financial institution); and

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

For individuals:

- identity document with photograph of the shareholder;

For legal entities:

- current bylaws or consolidated articles of association and corporate documents that evidence the legal representation of the shareholder; and

- identity document with photograph of the legal representative.

For investment funds:

- current consolidated governing document 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

- identity document with photograph of the legal representative.

The above distance 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 will be disregarded.

The Company waives the certification of signature, notarization and consularization for acceptance of the distance voting ballots. The Company will 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 will 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 will inform the shareholder, within three days, (i) whether the distance voting ballot (boletim de voto à distância) has been received, as well

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as whether the documents received are sufficient for the vote to be valid; or (ii) the need to rectify or resend the distance voting ballot (boletim de voto à distância) or any accompanying documents, describing the procedures and deadlines required for the distance voting ballot (boletim de voto à distância) to be valid.

As an alternative to sending the distance voting ballot directly to the Company, shareholders holding shares issued by the Company may send voting instructions to complete the distance 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) 3040-6874, or by e-mail at investor.relations@embraer.com.br

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3. Call Notice

(The Call Notice will be published in the newspapers O Vale, Valor Econômico and Diário Oficial do Estado de São Paulo in the editions dated March 26, 27 and 302021.)

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 an Annual and Extraordinary General Shareholders’ Meetings (“Meetings”), to be held, cumulatively, on April 26, 2021, at 10:00 am, at the Company’s headquarters, in the city of São José dos Campos, State of São Paulo, at Avenida Brigadeiro Faria Lima, 2,170, building F-100, to review and resolve on the following agenda:

At the Annual General Shareholders’ Meeting:

1.     To review the management accounts and to examine, discuss and approve the financial statements for the fiscal year ended December 31, 2020;

2.     To review and to resolve on the allocation of the net income for the fiscal year ended December 31, 2020;

3.     To define the number of members of the Board of Directors;

4.     To elect the members of the Board of Directors;

5.     To elect the members of the Fiscal Council;

6.     To determine the aggregate annual compensation of the Company’s management; and

7.     To determine the compensation of the members of the Fiscal Council.

At the Extraordinary General Shareholders’ Meeting:

1.     To resolve on the amendment to the Bylaws in order to change the name of the Strategy Committee and of the People and Governance Committee;

2.     To resolve on the amendment to the Bylaws to include among the powers of the Board of Directors capital contributions to directly or indirectly controlled companies, affiliates, consortiums, joint ventures and/or any entities of any nature;

3.     To record that it is incumbent on the Board of Executive Officers to approve the direct or indirect holding by the Company of an ownership interest in other companies and the sale of such ownership interest, in both case for companies of the same group of the Company.

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4.     To approve the restatement of the Bylaws resulting from the amendments mentioned in preceding item;

5.     To examine, discuss and approve the terms and conditions of the protocol and justification for the merger of SAVIS Tecnologia e Sistemas S.A. (“Savis”) into the Company (“Protocol and Justification”and “Merger of Savis”, respectively), entered into by the executive officers of the Company and of Savis;

6.     To ratify the engagement of specialized company Premiumbravo Auditores Independentes to prepare the appraisal report regarding the shareholders’ equity of Savis at book value, as set forth by Section 227 and 8 of Law No. 6,404/76 (“Appraisal Report”);

7.     To approve the Appraisal Report; and

8.     To approve the Merger of Savis.

Pursuant to paragraph 6 of Section 124 and to paragraph 3 of Section 135 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 9, 10, 11, 12 and 13 of CVM Instruction No. 481/09, 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:

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São José dos Campos, March 26, 2021.

Alexandre Gonçalves Silva

Chairman of the Board of Directors

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4. Management’s Proposals on the Agenda

Annual General Shareholders’ Meeting:

4.1.    To review the management accounts and to examine, discuss and approve the financial statements for the fiscal year ended December 31, 2020

The management accounts are detailed in the Management Report and financial statements, and (i) were approved by the Company’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, PricewaterhouseCoopers.

The documents submitted for shareholders’ approval were published in the newspapers Valor Econômico, O Vale and Diário Oficial do Estado de São Paulo on March 25, 2021, 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).

The Company’s Board of Directors recommends that its shareholders carefully examine the documents made available by Management to review the Company’s financial statements and, if they agree, to approve these accounts and financial statements.

Pursuant to Section 9, item III, of CVM Instruction No. 481/09, the information set forth in Annex I hereto reflects Management’s comments about the Company’s financial condition.

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

4.2.    To review and to resolve on the allocation of income for the fiscal year ended December 31, 2020

The allocation of the result consists in determining the portions of the net loss that will be absorbed by the legal and statutory revenue reserves. According to the financial statements ended on December 31, 2020, the Company recorded a net loss of R$ R$3,616,014,123.60.

The Board of Directors voted to present the following proposal for allocation of net loss for the fiscal year ended December 31, 2020 at the Annual General Shareholders’ Meeting: (i) absorption by the Revenue Reserves in the amount of R$2,595,444,555.21, already increased by the loss from the sale of treasury shares by virtue of the exercise of stock options under the Company’s stock option program in the amount of R$392,851.98, of which R$433,492,658.34 was absorbed by the “Legal Reserve”, R$103,775,930.87 by the “Investment Subsidy Reserve”, and R$2,058,175,966.00 by the “Investments and Working Capital Reserve”; (ii) Maintenance of the excess amount to the Revenue Reserves totaling R$1,020,962,420.37 recorded as “Accumulated Losses” in the Shareholders’ Equity of the Company.

The information set forth in Annex 9-1-II of CVM Instruction No. 481/09 will not be presented due to the assessment of loss in the year.

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4.3.    To define the number of members of the Board of Directors

Embraer’s management proposes that the Board of Directors be composed of eleven effective members, for a term of two (2) years.

4.4.    To elect the members of the Board of Directors

The Board of Directors of Embraer consists of a minimum of 9 and a maximum of 11 members.

Separate Voting

Pursuant to Section 27, Paragraph 1, of the Company’s Bylaws, the Brazilian Federal Government, as holder of a golden share, is entitled to elect one effective member of the Board of Directors and his or her alternate. The Company informs that it received the appointment of members from Federal Government, namely, Air Lieutenant-Brigadier Marcelo Kanitz Damasceno, as effective member, and Air Lieutenant-Brigadier Heraldo Luiz Rodrigues as alternate member.

Pursuant to Section 27, Paragraph 2, of the Company’s Bylaws, the Company’s employees are entitled to elect, in a separate vote, two effective members of the Board of Directors and their respective alternates, of whom one member and his or her alternate are appointed by Embraer’s non-shareholder employees and one member and his or her alternate are appointed by Embraer’s Employee Investment Club (CIEMB – Clube de Investimentos dos Empregados da Embraer). The Company informs that it received the appointment of (i) the representatives of the non-shareholder employees, namely, Dejair Losnak Filho, as effective member, and Emerson José dos Santos Leite, as alternate member; and (ii) the representatives of Embraer’s Employee Investment Club (CIEMB – Clube de Investimentos dos Empregados da Embraer), namely, Alexandre Magalhães Filho, as effective member, and Maria Antonieta Rosina Tedesco de Oliveira Pego, as alternate member.

Election of the Other Members

Pursuant to Section 27, Paragraph 3, of the Company’s Bylaws, the other members of the Board of Directors will be elected by the other shareholders, and the Board of Directors, pursuant to Section 31, Paragraph 1, of Embraer’s Bylaws, will indicate a slate of candidates.

The Board of Directors resolved to submit to the Annual General Shareholders’ Meeting the following slate of candidates for election, which was previously discussed and recommended by the People and Governance Committee:

Members of the Board of Directors:

We emphasize that any shareholder, or group of shareholders, that does not comply with the legal deadline to appoint a slate of candidates on the distance voting ballot (boletim de voto à distância) and wishes to appoint an alternative slate for the Board of Directors must notify Embraer in this

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regard, in writing, up to ten (10) days before the Meetings, setting forth the information related to the candidates included in items 12.5 to 12.10 of the Brazilian Annual Report (Formulário de Referência), pursuant to Section 10 of CVM Instruction No. 481/09, 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 will 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 will be declared elected.

Pursuant to Law No. 6,404/76, Section 3 of CVM Instruction No. 165/91, Section 4 of CVM Instruction No. 481/09, and Section 32 of Embraer’s Bylaws, shareholders representing at least five percent (5%) of the capital stock may request, in writing, the adoption of cumulative voting, forty-eight (48) hours before the Meetings.

The Company cannot predict the result of the elections nor does it have information about the candidates that may be presented during the Meetings. If you wish to join these discussions, we recommend you attend the Meeting in person in order to be able to analyze and judge the candidates that may be considered in the Meetings.

The Company also highlights that, (i) based on the representations provided by the candidates, they meet the independence criteria set forth in the Listing Rules of Novo Mercado, segment in which the shares issued by the Company are traded, and, accordingly, 100% of the appointed members mentioned above would be Independent Members, pursuant to the Novo Mercado Listing Rules, if elected/reelected, and (ii) the candidates are in compliance with the guidelines of the Policy for Appointment and Training of Members of the Board of Directors and Committees of the Company.

The information included in items 12.5 to 12.10 of the Brazilian Annual Report related to the slate of candidates proposed by the Board of Directors, as well as the members appointed by the Federal Government, the non-shareholder employees of the Company and by Embraer’s Employee Investment Club (CIEMB – Clube de Investimentos dos Empregados da Embraer), is set forth in Annex III hereto, in compliance with Section 10 of CVM Instruction No. 481/09.

4.5.    To elect the members of the Fiscal Council

The election of members of the Fiscal Council shall comply with the rules set forth in Section 41, Paragraph 1, of the Company’s Bylaws.

Pursuant to Section 31, Paragraph 1, of the Company’s Bylaws, the slate proposed for the 2021/2022 period is as follows:

Effective Members    Alternate Members

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Ivan Mendes do Carmo is appointed as Chairman and José Mauro Laxe Vilela is appointed as Vice-Chairman of the Fiscal Council.

We emphasize that any shareholder, or group of shareholders, that does not comply with the legal deadline to appoint a slate of candidates on the distance voting ballot (boletim de voto à distância) and wishes to appoint an alternative slate for the Fiscal Council, must 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 12.5 to 12.10 of the Brazilian Annual Report (Formulário de Referência), pursuant to Section 10 of CVM Instruction No. 481/09, 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 will 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 will be declared elected.

The information included in items 12.5 to 12.10 of the Brazilian Annual Report related to the slate of candidates proposed by the Fiscal Council is set forth in Annex IV hereto, in compliance with Section 10 of CVM Instruction No. 481/09.

4.6.    To determine the aggregate annual compensation of the Company’s management

Pursuant to Section 18, item IV, of the Company’s Bylaws, the Annual General Shareholders’ Meeting must establish the aggregate annual compensation of members of the Company’s management.

Considering the relevance of ensuring that the amounts of the aggregate compensation include the amounts set forth in item 13 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 the management. Considering that the fair value of the grants related to the long-term incentive plan is calculated based on the market value of the Company’s shares, the appreciation of the value of these shares is reflected in the value of the stock-based compensation.

Accordingly, the annual aggregate limit proposed by the Board of Directors as compensation of members of the Company’s management is R$ 65 million for the period between May 2021 and April 2022.

The aggregate compensation proposed herein is lower to the amount approved by shareholders at the 2020 Annual General Shareholders’ Meetings, in reason of the non inclusion of the employer`s payroll charges, according to the understanding of CVM’s Board of Commissioners in Proceeding No. 19957.007457/2018-10, included in SEP Official Letter No. 01/21 (Ofício SEP No. 01/21). In effect, the aggregate compensation of the Company`s management is being presented herein net of the employer’s payroll charges, which are not covered by the concept of “benefit of any kind” referred to in Sectio 152 of Law No. 6,404 / 76.

Please also note that the Annual General Shareholders’ Meeting held in 2020 approved an aggregate limit as compensation to members of the management of R$69 million, and the estimated amount to be effectively realized until April 2021 is approximately R$ 38 million as gross amount and R$ 31 million without the inclusion of the employer`s payroll charges. The difference between the approved limit and the realized amount primarily results (I) from the failure to achieve the maximum variable compensation set forth for members of the management due to the non-fulfillment of Company targets; (ii) the cancellation of the business combination by Boeing, resulting in the non-payment of the transaction closing bonus.

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Finally, it should be noted that the amount subject to approval refers to the period between May 2021 and April 2022, while item 13.2 of the Brazilian Annual Report (Formulário de Referência) reflects the period between January and December 2021.

Pursuant to Section 12, item II, of CVM Instruction No. 481/09, the information set forth in item 13 of the Brazilian Annual Report is included in Annex V hereto.

4.7.    To determine the compensation of the members of the Fiscal Council

Pursuant to Embraer’s Bylaws, the compensation of the members of the Fiscal Council is established by the Annual General Shareholders’ Meeting that elects them, in compliance with the legal requirements and limits, taking into account their experience, education and reputation.

Pursuant to Section 162, Paragraph 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 attributed to each Officer, excluding benefits, representation funds and profit sharing.

Accordingly, Embraer’s Board of Directors proposes a monthly compensation for the Chairman of the Fiscal Council in the amount of R$15,000.00 and an individual compensation in the amount of R$13,500.00 for the other members of the Fiscal Council for the period between May 2021 and April 2022, with an increase of R$250.00 in the individual compensation of each member of the Fiscal Council in compliance with the legislation in force.

Extraordinary General Shareholders’ Meeting:

4.8.    To review and resolve on the amendment to the Bylaws to change the name of the Strategy Committee and the People and Governance Committee.

The Board of Directors and Committees thereof work to constantly improve the Company’s corporate governance. In 2020, innovation and ESG issues were even more intensively discussed by the Committees. In order to reflect the importance of these issues in the governance of the Committees, Embraer’s Management proposes an amendment to Section 34 of the Company’s Bylaws to (i) change the name of the Strategy Committee to Strategy and Innovation Committee, and (ii) change the name of the People and Governance Committee to People and ESG Committee.

Embraer’s management recommends its shareholders to carefully review the copy of the proposed Bylaws and the report with the proposed amendments contained in Annexes VI and VII to this Manual, pursuant to Section 11, items I and II, of CVM Instruction No.  481/09.

4.9.    To review and resolve on the amendment to the Bylaws to include among the powers of the Board of Directors capital contributions to directly or indirectly controlled companies, affiliates, consortiums, joint ventures and/or any entities of any nature.

Embraer’s management proposes the amendment of Section 33 of the Company’s Bylaws to include among the powers of the Board of Directors capital contributions to directly or indirectly controlled companies, affiliates, consortiums, joint ventures and/or any entities of any nature.

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Embraer’s management recommends its shareholders to carefully review the copy of the proposed Bylaws and the report with the proposed amendments contained in Annexes VI and VII to this Manual, pursuant to Section 11, items I and II, of CVM Instruction No. 481/09.

4.10.    To record that it is incumbent on the Board of Executive Officers to approve the direct or indirect holding by the Company of an ownership interest in other companies and the sale of such ownership interest, in both case for companies of the same group of the Company.

Embraer’s management proposes the amendment of Section 41, item IX, of the Company`s Bylaws to expressly state that is incumbent on the Board of Executive Officers to approve the direct or indirect holding by the Company of an ownership interest in other companies and the sale of such ownership interest, in both case for companies of the same group of the Company.

Embraer’s management recommends its shareholders to carefully review the copy of the proposed Bylaws and the report with the proposed amendments contained in Annexes VI and VII to this Manual, pursuant to Section 11, items I and II, of CVM Instruction No.  481/09.

4.11.    Approve the restatement of the Bylaws resulting from the approved amendments in the items above.

Embraer’s management proposes the restatement of the Bylaws due to the approved amendments in the items above.

Embraer’s management recommends its shareholders to carefully review the copy of the proposed Bylaws and the report with the proposed amendments contained in Annexes VI and VII to this Manual, pursuant to Section 11, items I and II, of CVM Instruction No.  481/09.

4.12.    To examine, discuss and approve the terms and conditions of the Protocol and Justification for the Merger of Savis Tecnologia e Sistemas S.A. (“Savis”) into the Company (“Protocol and Justification”and “Merger of Savis”, respectively), entered into by the executive officers of the Company and of Savis.

The Board of Directors of Embraer recommends that its shareholders carefully examine the terms and conditions of the Protocol and Justification for the Merger of Savis into the Company (“Protocol and Justification”), entered into by the Company’s management and Savis, and, if the shareholders agree, approve the aforementioned Protocol and Justification.

It should be noted that, on the date hereof and at the time of the merger, the Company is and shall continue to be the owner of 100% of the shares representing Savis’ capital stock and that the aforementioned merger, therefore, reflects only a corporate reorganization, in order to streamline operations, optimize management and minimize expenses. The merger of Savis will not result in an increase or decrease in the Company’s shareholders’ equity, given that 100% of the shares representing Savis’ capital stock are owned by the Company, and, to the extent that the Savis’ shareholders’ equity is already fully reflected in the shareholders’ equity of the Company, due to the application of the equity method.

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4.13.    To ratify the engagement of the expert company Premiumbravo Auditores Independentes to prepare the appraisal report regarding the shareholders’ equity of Savis at book value, as set forth by Section 227 and 8 of Law No. 6,404/76 (“Appraisal Report”)

In accordance with the provisions of Section 227 and 8 of Law No. 6,404/76, the Board of Directors of Embraer proposes that ratification of the engagement of specialized company Premiumbravo Auditores Independentes (CNPJ/ME 07.796.259 / 0001-30) to prepare the appraisal report regarding the shareholders’ equity of Savis (“Appraisal Report”), at book value, based on the Savis’ balance sheet of drawn up on December 31, 2020 (“Reference Date”).

Pursuant to Section 21 of CVM Instruction No. 481/09, we provide the required information in Annex VIII to this Manual.

4.14.    To approve the Appraisal Report

The Board of Directors of Embraer proposes that the Appraisal Report be approved.

A copy of the Appraisal Report is provided in Annex IX to this Manual.

4.15.    To approve the Merger of Savis

The Board of Directors of Embraer proposes that Savis be merged into the Company (“Merger of Savis”), in accordance with the Protocol and Justification.

Pursuant to Section 20-A of CVM Instruction 481/09, we provide the main terms of the Merger of Savis in Annex X to this Manual.

Regarding this matter, the Board of Directors of Embraer informs the shareholders of the Company that, to carry out the Merger of Savis, in addition to approval by the shareholders, certain prior approvals from third parties (“Third Party Approvals”), which have already been obtained, are required.

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Annex I – MANAGEMENT’S CONSIDERATIONS

(Information set forth in Section 9, item III, of CVM Instruction No. 481/09)

10.1 – 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 section 10.1 derive from our audited consolidated financial statements for the years ended December 31, 2020, 2019 e 2018.

The following discussion includes forward-looking statements that reflect our current expectations involving risks and uncertainties. Future results and the timing of events may differ materially from those included in these forward-looking 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 10.1 through 10.9 should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 and notes thereto. The Company`s consolidated financial statements have been prepared in accordance with the accounting practices adopted in Brazil and ratified by the Brazilian Securities Comission (Comissão de Valores Mobiliários - CVM), including the pronouncements issued by the Brazilian Accounting Practice Committee (CPC), the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).

On February 26, 2019, the Company’s shareholders approved the strategic partnership between the Company and The Boeing Company (“Boeing”), a partnership that was unduly terminated by Boeing on April 25, 2020. On that date, Boeing notified Embraer of its decision to terminate the Master Transaction Agreement (“MTA”), based on the claim by Boeing that certain conditions for closing the transaction set forth in the MTA had not been met by Embraer until the expiration date of the MTA, on April 24, 2020. In addition, Boeing terminated the Contribution Agreement. Embraer firmly believes that Boeing has wrongly terminated the MTA and the Contribution Agreement and that Boeing was under an obligation to continue to comply with the terms of those agreements. Embraer firmly believes that it has fulfilled all of its contractual obligations under the MTA and the Contribution Agreement.

Due to the approval of the transaction (as defined in item 10.3 below), from February 26, 2019 to April 25, 2020, the set of audited consolidated financial statements for the years ended December 31, 2019 included the classification of the assets and liabilities related to the Commercial Aviation business unit and related services as “held for sale” and its results as “discontinued operation”. Due to the unexpected and undue cancellation of the strategic partnership by Boeing on April 25, 2020, as of this date, the Company ceased to designate and measure the assets and liabilities associated with the Commercial Aviation business and related services as “held for sale” and the results thereof as “discontinued operations”, which were reclassified to “maintained for continuous use” and “continuing operations”.

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The income statement for the comparative year ended December 31, 2018 has been restated to show the results of continuing operations separately from the discontinued operation since the beginning of the comparative period. Until April 25, 2020, Embraer and Boeing continued to be subject to their respective obligations under the MTA (as defined in item 10.3 of this Brazilian Annual Report) for the conclusion of the transaction, therefore, Embraer maintained the classification of the assets of the Commercial Aviation business unit and related services as “held for sale” and “discontinued operations” as of December 31, 2019.

In 2020, the income statement for the comparative year ended December 31, 2019 has been restated due to the termination of the transaction with Boeing. For more information on the terminated strategic partnership with Boeing and on assets held for sale and discontinued operations on December 31, 2019, and the respective accounting impacts on the financial statements for the year ended December 31, 2020, see item 10.3.

The functional currency of a company is the currency of the main economic environment in which it is inserted, since that currency influences the prices of goods and services, the competitive forces and regulations of its country of origin, the costs of supplying products and services and the raising or receiving of financial resources. In this context, the management, after analyzing Embraer’s transactions and business, concluded that the US dollar (“US$” or “Dollar”) is its functional currency.

Financial indicators

The table below sets forth the main balance sheet indicators of Embraer, for the last three fiscal years:

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

As of December 31, 2020, the Company’s total debt exceeded cash and cash equivalents by R$8,811.5 million. As of December 31, 2019, financial indebtedness, considering liabilities held for sale, was higher than the cash and cash equivalents position by R$2,468.3 million and in 2018, the financial indebtedness was higher than the cash and cash equivalents position by R$1,704.9 million. The table below sets forth the ratio between our debt capital and shareholders’ equity, for the last three fiscal years. For comparative purposes, the indices below represent the total balance sheet and income statement accounts that include assets and liabilities held for sale:

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Embraer maintains its payment capacity in relation to all its financial commitments, presenting a strong cash position. As of December 31, 2020, total consolidated cash and equivalents reached the amount of R$14,303.1 million ompared to R$ 11,205.1 million in 2019 (including R$ 6.046,1 million, available and financial indebtedness held to sale.

In the net concept (cash and cash equivalents plus short- and long-term financial investments less financial indebtedness) in the same period, the Company had a negative balance (net debt) of R$8,811.5 million, compared to 2019, of R$ 2,468.3 million, considering . The operational generation measured by EBITDA presented, in 2020, a debt of R$177.3 million, resulting in a total Financial Debt/EBITDA ratio of 1.5.

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

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Summary table of the financial position as of December 31, 2020, 2019 and 2020:

Investments in non-current assets consist primarily of expenses with research and development associated with the development of aircraft for the executive aviation markets and investments in industrial capacity in Brazil and abroad. Generally, these investments are supported by funds provided by operations, loans and

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financing, mainly from financing agencies, such as the Brazilian Social and Economic Development Bank (BNDES – Banco Nacional de Desenvolvimento Econômico e Social), contributions in cash from risk-sharing partners, and advance payments from customers.

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 (1) the improvement of the Phenom 100 and 300,and Praetor 500 and 600 executive jets families, (2) the development, certification and improvement of the E-2 jet family and (3) other planned capital expenditures.

In case of liquidity deficiency, the Company believes it will be able to access additional source of financing, such as: issuance of corporate bonds, issuance of debentures, import and export financing, credit facilities provided by development agencies in Brazil and credit facilities provided by Brazilian and international banks, which will be subject to market conditions, including cost and credit, in effect at the time of the contracting.

At the end of 2020, the Company’s total consolidated debt amounted to R$ 23,114.6 million (R$366.8 million in 2019, of which R$13,306.6 million were liabilities held for sale), of which 91.6% referred to non-current debt (83.6% in 2019). The weighted average cost of debt denominated in U.S. dollars increased from 2.43% p.a. in 2019 to 5.03% p.a. in 2020, while the cost of debt denominated in Reais increased from 1.52% p.a. in 2019, to 2.51% in 2020. At the end of 2019, the Company’s debt totaled R$367.9 million (R$14,134.1 million in 2018), of which 83.9% referred to non-current debt (95.1% in 2018). The weighted average cost of debt denominated in U.S. dollars decreased from 5.27% p.a. in 2018 to 2.43% p.a. in 2019, while the cost of debt denominated in Reais decreased from 2.47% p.a. in 2018 to 1.52% in 2019.

At the end of 2019, the Company’s total financial indebtedness related to liabilities held for sale amounted to R$13,306.6 million. The weighted average cost of debt denominated in U.S. dollars is 5.17%p.a.

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We describe below the material financing agreements of the Company and its subsidiaries:

On June 15, 2012, Embraer SA raised funds through the sale of guaranteed notes, due on June 15, 2022, carried out abroad, in the amount of US$500 million, at a rate of 5.15% per year. The outstanding balance on December 31, 2020 was R$1,723.9 million. In September 2020, US$167.7 million was repurchased by the Company, the outstanding balance was US$332.3 million and the remaining conditions were still unchanged. The principal repurchased was extinguished and derecognized as loans and financing in September 2020.

Between August and September 2013, Embraer S.A., through its subsidiary Embraer Overseas Limited, conducted an exchange offer of the current securities with maturity in 2017 and 2020, for newly issued notes maturing in 2023. The exchange offer represented US$146.4 million of the principal value of the notes with maturity in 2017 and US$337.2 million of the principal value of notes with maturity in 2020, corresponding to approximately 54.9% of the exchanged notes. The total exchange offer, considering the effects of the exchange price on the trading and the total issuance of the new notes, was approximately US $ 540.5 million in principal, at a rate of 5.70% per year, with final maturity in September 16, 2023 and interest paid semi-annually. The note’s debit balance on December 31, 2020 was R$2,279.5 million. In September 2020, US$82.3 million was repurchased by the Company, the outstanding balance was U $458.3 million and the remaining conditions were still unchanged. The principal repurchase was extinguished and derecognized as loans and financing in September 2020.

In June 2015, Embraer Netherlands Finance BV issued US$1 billion in guaranteed notes at a nominal interest rate of 5.05% p.a., due on June 15, 2025. The outstanding balance on December 31 2020 was R$5,178.2 million.

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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., due on February 1, 2027. The outstanding balance on December 31 2020 was R$3,974.9 million.

In September 2020, Embraer Netherlands Finance B.V., a company of the Embraer S.A. group, issued US$750,000 at a nominal interest rate of 6.95% p.a., maturing on January 17, 2028. The outstanding balance on December 31 2020 was R$3,935.6 million.

In June 2020, the Company finalized the terms of the agreements for the financing of working capital for exports in the amount of US$615 million, with a term of up to four years. The amount of US$300 million was financed by the National Bank for Economic and Social Development (Banco Nacional de Desenvolvimento Econômico e Social – BNDES) under the agreement entered into on June 26, 2020, and US$315 million was financed by private and public banks (Banco do Brasil, Bradesco, Morgan Stanley, Natixis and Santander). The outstanding balance on December 31, 2020 was R$3,214.6 million.

In August 2020, Embraer Aircraft Holding, Inc. and Embraer S.A., as guarantor, entered into a working capital guarantee agreement with Export-Import Bank of the United States (“U.S. Exim Bank”) in the amount of US$97.2 million, indexed to one-month LIBOR + 1,4% p.a. and a maturity of one year. The outstanding balance on December 31 2020 was R$499.1 million.

There are no other long-term relationships with financial institutions.

Real estate, improvements, machinery, equipment and bank guarantees were offered as collateral for part of the Company’s financing (R$ 1,872.2 million) in the total amount of R$ 2,613.0 million in 2020, compared to R$ 661.2 million in 2019.

Of our indebtedness as of December 31, 2020, a total of R$21,242.4 million, compared to R$ 13,306.6 million in 2019, are debts without collateral and guarantees and compete with other debts of the Company.

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, 2020.

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The issuances of notes by the Company and its subsidiaries in 2012, 2013, 2015, 2017 and 2020 with issuance values of US500 million, US$540.5 million, US$1.0 billion, US$750 million, US$750 million and US$ 300 million, respectively, are subject to the following restrictions:

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

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

In contracts signed with the 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.

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The agreements entered into with FINEP are subject to the following restrictive clauses:

The long-term financial agreements are subject to certain covenants, aligned to the common normal market practices which state control over the liquidity and the leverage level obtained from the rationale net indebtedness/EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) of certain subsidiaries. Common restrictions over new encumbrances over assets, material changes in the Company’s equity control, material sale of assets and payment of dividends exceeding the minimum required by law in cases of default in financial agreements and transactions with controlled companies are included.

As of December 31, 2020, the Company and its subsidiaries were fully compliant with all the restrictive clauses described above. All non-financial covenants set forth in agreements that provide for obligations, in effect in 2018, 2019 and 2020, were met in the respective years.

As of December 31, 2020, there were no credit facilities procured, but not disbursed.

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Consolidated operations

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Assets and Liabilities Held for Sale

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COMPARISON OF THE MAIN CONSOLIDATED BALANCE SHEET ITEMS AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019

Current assets

As of December 31, 2020, Current Assets totaled R$31,946.0 million, compared to R$34,548.6 million as of December 31, 2019. In relation to total Assets, Current Assets represented 58.3% as of December 31, 2020 and 81.1% as of December 31, 2019. The negative variation of 7.5% for this group as a whole occurred mainly in the consolidated balance of Accounts receivable. In addition, in 2019, Assets held for sale were fully classified as Current Assets, and in 2020, the accounts in this line were allocated individually according to the nature of the Asset accounts in the Balance Sheet.

Non-current assets

As of December 31, 2020, Non-Current Assets totaled R$22,866.7 million, compared to R$8,066.0 million on December 31, 2019. In relation to total Assets, Non-Current Assets represented 41.7% as of December 31, 2020 and 37.4% as of December 31, 2019. The variations in this group occurred mainly due to the

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increase in the consolidated balance of the Property, Plant and Equipment and Intangible Assets accounts. In addition, there was a large increase in this group, as mentioned above, which is mainly explained by the fact that the Assets held for sale were classified in 2019 as Current Assets, however, in 2020, they were allocated individually according to the nature of the Asset accounts in the Balance Sheet.

Current liabilities

As of December 31, 2020, Current Liabilities totaled R$12,621.3 million, compared to R$25,739.9 million as of December 31, 2019. In relation to total Liabilities and Shareholders’ Equity, Current Liabilities represented 23.0% as of December 31, 2020 and 60.4% as of December 31, 2019. The 51.0% reduction in the period was mainly due to the fact that the Liabilities held for sale were fully classified as Current Liabilities, however, in 2020, the accounts in this line were allocated individually according to the nature of the Liability accounts in the Balance Sheet.

Non-current liabilities

As of December 31, 2020, Non-Current Liabilities were R$26,918.7 million, compared to R$2,305.2 million as of December 31, 2019. In relation to total Liabilities and Shareholders’ Equity, Non-Current Liabilities represented 49.1% as of December 31, 2020 and 5.4% as of December 31, 2019. The variations in this group occurred mainly due to the increase in the consolidated balance of the Loans and Financing accounts, as a result of the new borrowings that took place in 2020. In addition, there was a large increase this group, as mentioned above, which is mainly explained by the fact that the Liabilities held for sale were classified in 2019 as Current Liabilities, however, in 2020, they were allocated individually according to the nature of the Liability accounts in the Balance Sheet.

Shareholders’ equity

As of December 31, 2020, Shareholders’ Equity totaled R$15,272.7 million, compared to R$14,569.6 million as of December 31, 2019. This 4.8% increase occurred mainly in the equity value adjustment account, compensated with reductions in the accumulated profits and losses account.

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COMPARISON OF THE MAIN CONSOLIDATED BALANCE SHEET ITEMS AS OF DECEMBER 31, 2019 AND DECEMBER 31, 2018

Current assets

As of December 31, 2019, Current Assets totaled R$34,548.6 million, compared to R$27,398.4 million as of December 31, 2018. In relation to total Assets, Current Assets represented 81.1% as of December 31, 2019 and 62.6% as of December 31, 2018. The positive variation in 26.1% of this group as a whole occurred mainly due to the increase in the Assets held for sale account, as a result of the strategic partnership, a partnership that is currently terminated, between Embraer and Boeing, since the entire amount of Assets held for sale in 2019 was classified as Current Assets, thus causing the variation.

Non-current assets

As of December 31, 2019, Non-Current Assets totaled R$8,066.0 million, compared to R$16,360.4 million as of December 31, 2018. In relation to total Assets, Non-Current Assets represented 18.9% on December 31, 2019 and 37.4% on December 31, 2018. The large decrease in this group is mainly explained by the strategic partnership between Embraer and Boeing, a partnership that is currently terminated, due to the fact that the Assets held for sale were classified in 2019 as Current Assets.

Assets held for sale

As of December 31, 2019, the Assets held for sale totaled R$20,857.4 million.

Current liabilities

As of December 31, 2019, Current Liabilities were R$25,739.9 million, compared to R$11,734.8 million as of December 31, 2018. In relation to total Liabilities and Shareholders’ Equity, Current Liabilities represented 60.4% as of December 31, 2019 and 26.8% as of December 31, 2018. The 119.3% increased that occurred in the period was mainly due to the strategic partnership between Embraer and Boeing, which was terminated, since loans and financing classified in 2018 as Non-Current Liabilities were recorded as Current Liabilities on December 31 of 2019.

Non-current liabilities

As of December 31, 2019, Non-Current Liabilities totaled R$2,305.2 million, compared to R$16,757.0 million as of December 31, 2018. In relation to total Liabilities and Shareholders’ Equity, Non-Current Liabilities represented 5.1% as of December 31, 2019 and 38.3% as of December 31, 2018. The decrease is due to the strategic partnership between Embraer and Boeing, which was terminated, since the loans and financing of the discontinued operation were recorded in Non-Current Liabilities in 2018.

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Liability held for sale

As of December 31, 2019, Liabilities held for sale totaled R $ 20,089.1 million.

Shareholders’ equity

As of December 31, 2019, Shareholders’ Equity totaled R$14,569.5 million, compared to R$15,266.9 million as of December 31, 2018. This 4.6% decrease was mainly due to the Net loss in the period.

Statements of Income

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FISCAL YEAR ENDED DECEMBER 31, 2020 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2019

Net Revenue

In 2020, Embraer delivered a total of 130 aircraft, including 44 commercial aircraft and 86 executive aircraft (56 light jets and 30 large jets); compared to a total of 198 aircraft delivered in 2019, 89 of which were commercial aircraft and 109 were executive aircraft (62 light jets and 47 large jets). In 2020, deliveries were strongly impacted, mainly in commercial aviation, by the Covid-19 pandemic.

Despite this reduction in the number of aircraft delivered in 2020, in addition to the depreciation of the Real in the period, there was a reduction of only 10% in total net revenue in 2020, as compared to 2019. Net revenue in 2020 was R$19,641.8 million and R$21,802.1 in 2019.

In 2020, the Commercial Aviation business recorded net revenue of R$5,087.0 million, 34.9% below R$ 8.924,8 million in 2019. While the revenue from the Executive Aviation business totaled R$5,602.9 million in 2020, 0.7% lower than the revenue of R$5,642.9 million in the previous year. Defense & Security net revenue totaled R$3,453.3 million, 52.1% higher than the R$ 2.270,0 million in 2019. The Services & Support segment generated a total revenue of R$4,719.4 million in 2020, 4.3% lower than the R$ 4,929.2 million generated in 2019. Other revenues amounted to R$59.0 million in 2020, which represented a 59.5% increase in relation to R$ 37.0 million in 2019.

Cost of products` sales and services

In 2020, cost of sales and services totaled R$17,234.8 million, representing a 7.5% decrease compared to R$18,636.6 million in 2019, primarily due to a lower number of deliveries aircraft in Aviation Commercial and Executive Aviation in 2020, compared to 2019.

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Gross Profit and Gross Margin

As a result of the foregoing, in 2020, the Company’s gross profit reached R$2,406.9 million and was 24% lower than the R$3,165.5 million recorded in 2019. The gross margin for the period was 12.3%, representing a decrease compared to 14.5% in the previous period.

Administrative and Selling Expenses

In 2020, administrative expenses decreased by 1.8% and totaled R$738.7 million, accounting for 3.8% of revenue for the period, were impacted by the resulting arising from the reestructuring measures carried out by the Company aiming at reduct the payroll costs considering the Covid-19 pandemic scenario, as employees’ leaves, temporary reduction of working hours and wages for the employees in home office, as well as the temporary reduction of all Board of Directors and Board of Executive Offices members fees.

In 2020, selling expenses totaled R$1,002.6 million, representing 5.2% of the revenue for the period, and there was an 11.4% decrease compared to the R$1,131.6 million in 2019, due to a combined cost reductions of payroll and minor marketing expenses related to the sector events and flights demonstration due to the limitations caused by Covid-19 pandemic. In 2020, selling expenses related to expected credit losses on the balances of accounts receivable and contract assets were reclassified to a new account in the income statement, as described below

Net gains (losses) on accounts receivable and contract assets

In 2020, for better disclosure and identification of expected credit losses on balances of accounts receivable and contract assets in the income statements and also due to the relevance of this transaction in the current year due to the impacts of the Covid-19 pandemic, the Company reclassified expenses of this nature from “selling expenses” to the specific “net gains (losses) on accounts receivable and contract assets”. Previously, the Company did not disclose this segregation in the income statement due to the immateriality of the amounts involved. Other information is described in note 21.3 to the audited, disclosed and consolidated financial statements for the year ended December 31, 2020.

Research Expenses

Research expenses were 21.0% lower, totaling R$155.1 million in 2020, compared to R$196.4 million in 2019.

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Other Operating Income (Expenses)

The Other operating income (expenses), net account totaled an expense of R$1,910.3 million in 2020, representing an increase of 36.7% compared to R$1,397.2 million in 2019, with main variation being the expenses related to provisions of credit losses during the pandemic, impairment in Commercial Aviation, Executive Aviation and Defense & Security, and the recognition of depreciation and amortization in Commercial Aviation, related to the period where the Commercial Aviation and respective services were recognizes as held for sale .

Operating Profit/Loss

In 2020, operating loss and operating margin (EBIT) totaled R$1,681.0 million and -8.6%, respectively, compared to the loss of R$309.8 million and -1.4%, respectively, in 2019. In 2020, the operating result was affected due to the lower number of deliveries, which suffered significant impacts due to the Covid-19 pandemic, especially in Commercial Aviation. However, in 2020, there was an improvement in the operating margin of the Executive Aviation and Defense & Security businesses, compared to 2019.

Financial income (expenses), net

Financial expenses, net increased from R$452.0 million in 2019 to R$1,220.5 million in 2020, mainly due to expenses related to interest on new funding in 2020 and the reduction in income related to interest on cash and cash equivalents and active financial instruments, mainly abroad, as well as the devaluation of the Brazilian Real to Dolar, in 2020 versus 2019 .

Exchange rate variation in 2020 totaled R$ (410.6) million compared to an amount of R$20.9 million in 2019.

Net income (loss) for the period

In 2020, net loss totaled R$ 3,616.0 million (and loss per share unit of R$ 1.18), compared to a net loss of R$ 1,316.9 million (and loss per share unit of R$ 1,79) in 2019. The variation is justified by the impacts above explained. The adjusted net loss excluded from the deferred income and social contribution taxes as well as from the net impact, after special items taxes which eventually may be accounted, in 2020 totalized R$2.372.3 million (and adjusted loss per share unit of R$3.22), compared to the adjusted loss in 2019 of R$862,7 million (and adjusted loss per share unit of R$ 1.17).

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FISCAL YEAR ENDED DECEMBER 31, 2019 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2018

Net Revenue

In 2019, Embraer delivered 89 commercial aircraft and 109 executive aircraft (62 light jets and 47 large jets) compared to a total of 90 commercial aircraft and 91 executive aircraft (64 light jets and 27 large jets) delivered in 2018.

This increase in the number of aircraft delivered in the Executive Aviation segment in 2019, the exchange rate variation that occurred in the period and the growth in revenue from Defense & Security and Services & Support, generated a net revenue of R$21,802.1 million, above the Company’s estimates, compared to a revenue of R$18,721.6 million in 2018.

In 2019, net revenue for the Commercial Aviation business reached R$8,920.8 million, a 2.5% increase compared to R$8,706.1 million in 2018. Revenue from the Executive Aviation business totaled of R$5,641.1 million in 2019, representing a 34.9% increase compared to R$4,181.6 million in the previous year. The Defense & Security net revenue totaled R$2.270.0 million, 3.2% higher than the R$2,198.6 million in 2018. In 2019, the Services & Support segment generated R$4,929.2 million in revenue, 37.8% higher than the R$3,577.8 million generated in 2018. Other revenues totaled R$37.0 million in 2019, representing a 35.8% decrease compared to R$57.6 million 2018.

Cost of sales and services

In 2019, cost of sales and services totaled R$18,636.6 million, representing an increase of 17.1% compared to the R$15,915.2 million in 2018, which was compatible with an increase of 16, 5% in net revenue in 2019 compared to 2018.

Gross Profit and Gross Margin

As a result of the foregoing, in 2019, the Company’s gross profit reached R$3,165.5 million, representing a 12.8% increase compared to R$2,806.5 million recorded in 2018. The gross margin for the period was 14.5%, a slight decrease compared to 15.0% in the previous period.

Administrative and Selling Expenses

In 2019, administrative expenses increased by 12.3% and totaled R$752.5 million, accounting for 3.5% of the revenue for the period, accompanying the increase in net revenue for the period.

That year, selling expenses totaled R$1,131.3 million, which is a level equivalent (+ 1.6%) to the amount of R$1,114.3 million in 2018, representing about 5% of the revenue in both years.

In both cases, the depreciation of the Real affected expenses, especially administrative expenses, which decreased upon the assessment of the company’s functional currency, the U.S. dollar.