Holders of the Notes that have validly tendered and not validly withdrawn their Notes at or prior to the
Early Tender Date and whose Notes are accepted for purchase shall, if we so elect, receive the applicable Total Consideration, plus Accrued Interest, for each US$1,000 principal amount of such accepted Notes on the early settlement date,
which date will be two business days following the Early Tender Date but before the Expiration Date (the Early Settlement Date). If we do not, in our sole discretion, elect to pay for such tendered Notes prior to the Expiration
Date, then the Early Settlement Date will be the same as the final settlement date, which date will be two business days following the Expiration Date (the Final Settlement Date and, together with the Early Settlement Date, each a
Settlement Date).
Embraer Finances obligation to purchase Notes in the Tender Offers is conditioned on the satisfaction or
waiver of a number of conditions described in the Offer to Purchase, including our completion of a new debt financing on satisfactory terms and conditions. The Tender Offers are not conditioned upon the tender of any minimum principal amount of
Notes of such series or of the other series. However, the Tender Offers are subject to the Maximum Tender Amount. In the event of a termination of a Tender Offer, neither the applicable consideration nor Accrued Interest will be paid or become
payable to the holders of the applicable series of Notes, and the Notes tendered pursuant to such Tender Offer will be promptly returned to the tendering holders. Embraer Finance has the right, in its sole discretion, to amend or terminate the
Tender Offers at any time.
Embraer Finance reserves the right, but is under no obligation, to increase or decrease the Maximum Tender Amount at any
time, subject to compliance with applicable law.
The terms and conditions of the Tender Offers are described in the Offer to Purchase,
dated September 8, 2020 (the Offer to Purchase). Copies of the Offer to Purchase are available to holders of the Notes from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offers
(the Tender Agent and Information Agent). Requests for copies of the Offer to Purchase should be directed to the Tender Agent and Information Agent at +1 (877) 732-3617 (toll free) and +1
(212) 269-5550 (collect) or by e-mail to embraer@dfking.com.
Embraer Finance reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. Embraer Finance is making the Tender Offers
only in those jurisdictions where it is legal to do so.
Embraer Finance has engaged BB Securities Limited, Banco Bradesco BBI S.A., Morgan
Stanley & Co. LLC, Natixis Securities Americas LLC and Santander Investment Securities Inc. to act as the dealer managers (the Dealer Managers) in connection with the Tender Offers. Questions regarding the terms of the
Tender Offers may be directed to BB Securities Limited at +44 (207) 367 5800, Banco Bradesco BBI S.A. at +1 (646) 432-6642, Morgan Stanley & Co. LLC at +1 (800)
624-1808 (toll free) or +1 (212) 761-1057 (collect), Natixis Securities Americas LLC at +1 (212) 891-6100 and Santander
Investment Securities Inc. at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect).
Disclaimer
None of Embraer Finance, Yaborã,
Embraer, the Dealer Managers, the Tender Agent and Information Agent, the trustee for the 2022 Notes or the trustee for the 2023 Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not
tender any Notes in response to the Tender Offers or expressing any opinion as to whether the terms of the Tender Offers are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so,
the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to each Tender Offer.