EMBRAER S.A.

EMBR3
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Embraer S A : Extraordinary General Meeting Minutes

11/30/2021 | 07:51pm

EMBRAER S.A.

Publicly Held Company

CNPJ/ME no. 07.689.002/0001-89

NIRE 35.300.325.761

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS' MEETING

HELD ON NOVEMBER 30, 2021

Date, Time and Place: On November 30, 2021, at 10:30 am, ("Company" or "Embraer"), exclusively by digital means, through the Microsoft Teams electronic platform, pursuant to CVM Instruction No. 481/2009, as amended ("ICVM 481"), deemed to have been held at the Company's headquarters, in the city of São José dos Campos, State of São Paulo, at Avenida Brigadeiro Faria Lima 2170, Building F-100.

Previous Publications: First call notice published in the editions of October 29th, 30th and November 4th, 2021, of the Official Gazette of the State of São Paulo (pages 22, 23 and 29), and in the newspapers O Vale (pages 4 ,10 and 6) and Valor Econômico (pages A14, A10 and A12).

Composition of the Presiding Table: The Chairman of the Company's Board of Directors, Alexandre Gonçalves Silva, in accordance with Section 23 of the Bylaws, assumed the chairmanship of the Shareholders' Meeting, having invited the Executive Vice-President, General Counsel & Chief Compliance Officer, Fabiana Klajner Leschziner, to act as secretary of the meeting and, to compose the presiding table, the President and Chief Executive Officer, Francisco Gomes Neto and the Executive Vice President, Finance and Investor Relations, Antonio Carlos Garcia.

Attendance: Shareholders representing 53,4% of the Company's capital stock were present, as evidenced (i) by the attendances registered by means of the electronic platform made available by the Company, pursuant to ICVM 481, and (ii) by the valid distance voting ballots received through the B3 Central Depository, the bookkeeping agent for the shares issued by the Company and directly by the Company, in accordance with CVM regulations. The meeting was also attended by Ivan Mendes do Carmo, as representative of the Fiscal Council, and by Mr. Rafael Alvim Guimarães, as representative of Pricewaterhousecoopers Auditores Independentes.

Initial Clarifications: Initially, the Chairman of the Meeting reminded those present of the mechanism set forth in the Bylaws.

Agenda: To analyze and resolve on:

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Cont. of the Minutes of the ESM of Embraer S.A. held on November 30, 2021

  1. the terms and conditions of the "Protocol and Justification for Partial Spin-off of Yaborã Indústria Aeronáutica S.A., with transfer of the spun-off portion to Embraer S.A." ("Protocol and Justification"), entered into by the management of the Company and its wholly-owned subsidiary Yaborã Indústria Aeronáutica S.A. on October 28, 2021 ("Yaborã" and "Transaction", respectively);
  2. the ratification of the engagement of specialized company Pricewaterhousecoopers Auditores Independentes, enrolled with the Corporate Taxpayers' Registry (CNPJ/ME) under no. 61.562.112/0011-00 ("PwC"), to prepare the appraisal report on the spun-off portion of Yaborã to be transferred to the Company, at book value, based on Yaborã's balance sheet prepared as of July 31, 2021 ("Appraisal Report");
  3. the Appraisal Report;
  4. the Transaction, under the terms and conditions set forth in the Protocol and Justification, without capital increase or issuance of new shares, effective as of January 1, 2022; and
  5. the granting of authorization for the Company's management to perform any acts required for the implementation of the Transaction, as well as ratification of the acts that have already been performed.

Reading of Documents, Receipt of Votes, Drawing up and Publication of the

Minutes: As proposed by the Board, (i) the reading of the Call Notice and the Manual and Management's Proposal was waived, as they are fully known to the shareholders, as well as the reading of the consolidated voting map of the remote votes, adjusted after application of the voting limitation rules pursuant to the Company's Bylaws, which has been published by the Company; and (ii) it is hereby recorded that the minutes of this Meeting shall be drawn up in summary form, in accordance with the provisions of Paragraph 1 of Article 130 of Law 6,404/76 ("Brazilian Corporations Law"). In addition, the publication of the minutes of this Meeting omitting the signatures of the shareholders in attendance, pursuant to Paragraph 2 of Article 130 of Law 6,404/76, was approved. This proposal received 15.709.565 approvals, no abstentions and no rejections.

Resolutions: After analyzing and discussing the matters included in the Agenda, the Shareholders resolved:

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Cont. of the Minutes of the ESM of Embraer S.A. held on November 30, 2021

  1. to approve the terms and conditions of the Protocol and Justification, which is attached hereto as Annex I. This proposal received 85.727.587 approvals, 35.562 abstentions and 10.689 rejections;
  2. to ratify the engagement of PwC to prepare the Appraisal Report. This proposal received 85.727.361 approvals,36.109 abstentions and 10.369 rejections;
  3. to approve, after analysis and discussion, the Appraisal Report, which determined the shareholders' equity of Yaborã, at book value, for purposes of the Transaction, based on the balance sheet prepared on the reference date of July 31, 2021, prepared in functional currency and converted to reais on the balance sheet date, in accordance with applicable accounting standards, attached to the aforementioned Protocol and Justification as Annex 2.2, noting that PwC's representative, who was present at the meeting, was available to provide the shareholders with all necessary clarifications with respect to the Appraisal Report. Regarding the appraisal report's preparation requirement set forth in Article 264, Paragraph 1, of the Brazilian Corporations Law, it was clarified that, at a meeting held on 02.15.2018, in the scope of SEI proceeding no. 19957.011351/2017-21, the Collegiate of the Brazilian Securities and Exchange Commission unanimously decided that the aforementioned article is not applicable to the merger of a wholly-owned subsidiary into a publicly held parent company, since, due to the inexistence of non-controlling shareholders in the mergee, the essential condition set forth in such provision would not be present. Therefore, for the purposes of transfer of the spun-off portion of Yaborã to the Company, the aforementioned appraisal report's preparation requirement is not applicable. This proposal received 80.404.512 approvals, 37.130 abstentions and 11.402 rejections;
  4. to approve the Transaction, with no joint and several liability between the Company and Yaborã, as permitted by the sole paragraph of article 233 of the Brazilian Corporations Law, effective as of January 1, 2022, under the terms and conditions established in the Protocol and Justification. It was clarified that (i) since the Company is Yaborã's sole shareholder and Yaborã's shareholders' equity is already fully reflected in the Company's shareholders'equity, as a result of application of the equity method, there will be no increase in the Company's capital or issuance of new shares as a result of the transfer of Yaborã's spun-off portion to the Company; (ii) pursuant to the Brazilian Corporations Law, the Transaction shall not give rise to any appraisal rights; (iii) the Fiscal Council issued, on October 27, 2021, a favorable opinion on the Transaction. This proposal received 85.721.536 approvals, 37.130 abstentions and 15.172 rejections;
  5. to authorize the Company's management to perform any acts required for the implementation of the Transaction, as well as ratify the acts that have already been

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Cont. of the Minutes of the ESM of Embraer S.A. held on November 30, 2021

performed. This proposal received 85.715.544 approvals, 39.011 abstentions and 19.284 rejections.

Closing: There being no further matters to discuss, the Chairman thanked everyone for their presence and adjourned the meeting for the drafting of these minutes, which, after being approved, were considered signed by the shareholders whose distance voting ballot were deemed valid by the Company and by the shareholders who registered their attendance through the electronic platform made available by the Company, in accordance with ICVM 481.

São José dos Campos, November 30, 2021

Alexandre Gonçalves Silva

Chairman

Fabiana Klajner Leschziner

Secretary

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Cont. of the Minutes of the ESM of Embraer S.A. held on November 30, 2021

Present Shareholders:

Alexandre Gonçalves Silva

CIEMB - Clube de Investimentos dos Empregados da Embraer

P.P.

Alexandre Magalhães Filho Emillio Kazunoli Matsuo

BEST INVESTMENT CORPORATION

IT NOW IBOVESPA FUNDO DE ÍNDICE IT NOW IGCT FUNDO DE INDICE

IT NOW PIBB IBRX-50 FUNDO DE ÍNDICE ITAU CAIXA ACOES FI

ITAU FTSE RAFI BRAZIL 50 CAPPED INDEX FIA

ITAU GOVERNANCA CORPORATIVA ACOES FI ITAU IBOVESPA ATIVO MASTER FIA

ITAU INDEX ACOES IBRX FI

ITAÚ ASGARD AÇÕES FUNDO DE INVESTIMENTO

ITAÚ ASGARD INSTITUCIONAL AÇÕES FUNDO DE INVESTIMENTO ITAÚ AÇÕES DIVIDENDOS FI

ITAÚ HUNTER TOTAL RETURN MULTIMERCADO FI ITAÚ IBRX ATIVO MASTER FIA

ITAÚ INDEX AÇÕES IBOVESPA FI ITAÚ PREVIDÊNCIA IBRX FIA

ITAÚ QUANTAMENTAL GEMS MASTER AÇÕES FUNDO DE INVESTIMENTO QUANTAMENTAL HEDGE MASTER FUNDO DE INVESTIMENTO MULTIMERCADO JPMORGAN CHASE BANK

Shareholders who voted at the Extraordinary Shareholder's Meeting by distance voting ballots

BNDES PARTICIPAÇÕES S.A. BNDESPAR

TEMPO CAPITAL PRINCIPAL FUNDO DE INVESTIMENTO DE AÇÕES REID S BAUMAN

CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN BRANDES GLOBAL EQUITY FUND

BRANDES GLOBAL SMALL CAP EQUITY FUND

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Embraer SA published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2021 00:50:03 UTC.

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