Ethics Commitee

The objective of the Ethics Committee is to advise Management on questions that involve violations of ethical values and conduct at Embraer. Among the committee’s tasks are the following:

- Act in confidentiality regardless of the subject.

- Receive charges of wrong doing dealing with breaches of the Company’s values, mainly through the Harmful Practices Channel.

- Evaluate and discuss the cases brought forward in the denunciations using Embraer’s Code of Ethics and Conduct as a reference.

- Contribute, in a non-exclusive manner, to the updating of Embraer’s Code of Ethics and Conduct and also to other internal regulations from the Company that are aimed at enforcing ethics and conduct of employees and third parties.

- Act with anticipation in responding to questions dealing with doubts of ethical character emerging from the behavior of employees and third parties.

- Inform the Director and the Vice-President of the involved areas, about issues and eventual recommendations that the Committee considers relevant.

- Regularly inform Management about the cases being analyzed by the committee.

Of the received accusations of wrong doing that come through the Harmful Practice Channel, only those containing questions of noncompliance to the Code of Ethics and Conduct will be passed on to the Ethics Committee . Other denunciations will be forwarded to the Auditing Committee.

Ethics Committee Internal Regulations

The Ethics Committee must meet at least once a month, although there may be extraordinary meetings. Its composition will be by simple majority of the group; the Coordinator must be present or be represented by a member in order for the meeting to be valid.

The main rules of the Ethics Committee are:

- Each member will have the right to one vote in the Committee’s deliberations (except invitees);

- Deliberations will be defined by a simple majority of votes by present members attending the meeting. In case of a 50/50 vote, the decisive vote will be that of the Committee’s Coordinator;

- The meetings’ results will be recorded in the minutes and must be signed by the present members.

- The minutes will show: (a) present members list, signed (b) justification of absence, if any (c) possible breaches of ethical values assessed during the meeting (d) relevant topics discussed (e) recommendations made by the Committee for the involved areas.