On March 31, 2006 the majority of Embraer shareholders, including common, preferred and ADR holders, approved Embraer’s capital restructuring proposal, which consists of a simplified capital structure composed of one type of shares (common shares) and will contribute to enhanced corporate governance practices and transparency standards.

The Restructuring will allow the creation of a basis for the sustainability, growth and continuity of the businesses and activities of Embraer, as its implementation will provide adequate access to the capital markets and the enhancement of its capacity to finance and develop its expansion programs.

In this website you will find further information regarding the new capital structure proposal including the merger agreement and its exhibits, such as the valuation reports, evaluations, financial-economic analysis, financial statements, and the new bylaws to be proposed.

In connection with the proposed restructuring (the “Restructuring”), Embraer and Rio Han filed important documents with the SEC. Investors and security holders are urged to carefully read these documents when they become available, because they will contain important information. Investors and security holders may obtain copies of these documents for free, when available, at the SEC’s web site at www.sec.gov, as well as from Embraer’s web site at www.embraer.com, or by requesting such documents from Embraer at Av. Brigadeiro Faria Lima, 2,170, 12227-901 São José dos Campos, SP, Brazil, Attention: Anna Cecilia Bettencourt (telephone 55-12-3927-4404; fax 55-12-3922-6070; email: investor.relations@embraer.com.br).

Investor Relations
+55 12 3927 4440
investor.relations@embraer.com.br

Media Relations
Brazil +55 12 3927 1311
North America +01 954 359 3414
Europe, Middle East and Africa +33 1 4938 4455
press@embraer.com.br

The documents included in this website regarding the new capital structure proposal (the “Proposal”) may include forward-looking statements or statements about events or circumstances which have not occurred. These forward-looking statements include, but are not limited to, statements regarding the (i) timing of the meeting of the shareholders of the company and the approval of the Proposal by the shareholders, (ii) expected changes that may be necessary if the Proposal is approved, and (iii) benefits of the implementation of the Proposal to Embraer and Embraer shareholders, including statements regarding enhanced access to capital markets and financing resources for future new program developments, and statements regarding the dispersed ownership and increased liquidity of Rio Han common shares, as well as the increased market capitalization of Rio Han. The company has based these forward-looking statements largely on its current expectations about the Proposal, its implementation and the consequences arising there from. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: the non-approval of the Proposal by the company’s shareholders; political and business conditions, both in Brazil and in the company’s market; and existing and future government regulations in Brazil and abroad.

The words "believes," "may," "will," "estimates," "continues," "anticipates," "intends," "expects" and similar words are intended to identify forward-looking statements. The company undertakes no obligation to update publicly or revise any forward-looking statements because of new information, future events or other factors. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this communication might not occur. Actual results could differ substantially from those anticipated in the forward-looking statements.
Fechar