Embraer S.A. - Material Fact

SÃO JOSÉ DOS CAMPOS, Brazil, April 25, 2020 /PRNewswire/ -- Embraer S.A. ("Embraer" – EMBR3 and ERJ), in compliance with the provisions of the CVM Instruction 358/02 and in connection with the strategic partnership between Embraer and The Boeing Company ("Boeing" and such partnership, the "Transaction"), informs its shareholders and the market that Embraer received today a notice sent by Boeing communicating its decision to terminate the Master Transaction Agreement ("MTA"), based on Boeing's assertion that supposedly certain closing conditions in the MTA have not been satisfied by Embraer.

Embraer strongly believes that Boeing has wrongfully terminated the MTA, that it has manufactured false claims as a pretext to seek to avoid its commitments to close the transaction and pay Embraer the US$ 4.2 billion purchase price. Embraer believes Boeing has engaged in a systematic pattern of delay and repeated violations of the MTA, because of its unwillingness to complete the transaction in light of its own financial condition and 737 MAX and other business and reputational problems.

Embraer believes it is in full compliance with its obligations under the MTA and will pursue all remedies against Boeing for the damages incurred by Embraer as a result of Boeing's wrongful termination and violation of the MTA.

The Transaction involved a long, costly and complex process, which was supported by government authorities and the substantial majority of Embraer's shareholders, all understanding that the Transaction would be in the best interest of Embraer, its employees, suppliers and customers in commercial aviation.

Embraer remains today a successful, efficient, diversified and vertically integrated company, with a history of serving customers with highly successful products and services built on a strong foundation of engineering and industrial capabilities. Embraer is an exporter and technology developer, with global presence and defense, executive and commercial businesses. Our employees will proudly continue to provide for our clients the high quality products and services they depend on from Embraer every day.

Embraer's history of over 50 years is lined with many victories but also some difficult moments. All of them were overcome. And that's exactly what Embraer is going to do again. Embraer shall overcome these challenges with strength and determination.

Embraer will keep its shareholders, the market in general, and all employees, suppliers and clients informed about any relevant updates.

São José dos Campos, April 25, 2020.

Antonio Carlos Garcia
Executive Vice President of Finance and Investor Relations

PRESS OFFICES:

Headquarters (Brazil)

Corporate Communications
embraer@idealhks.com  
Cell: +55 11 98890 7777
Tel.: +55 11 4873 7984

North America

Alyssa Ten Eyck
ayeck@embraer.com  
Cell: +1 954 383 0460
Tel.: +1 954 359 3847

Europe, Middle East and Africa

Guy Douglas
guy.douglas@nl.embraer.com  
Cell: +31 (0)657120121
Tell: +31 (0)202158109

China

Mirage Zhong
mirage.zhong@bjs.embraer.com  
Cell:  +86 185 1378 5180
Tel.: +86 10 6598 9988

Asia Pacific

Nilma Missir-Boissac
nilma.boissac@sin.embraer.com  
Cell: +65 9012 8428
Tel.: +65 6305 9955

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SOURCE Embraer S.A.