Embraer-Empresa Brasileira de Aeronautica (ERJ)

ERJ » Topics » Embraer (see page 76)

This excerpt taken from the ERJ 6-K filed Mar 17, 2006.

Embraer (see page 76)

Avenida Brigadeiro Faria Lima, 2170
12227-901 São José dos Campos
São Paulo, Brazil
Tel:  +55-12-3927-4440

          Embraer was incorporated as a publicly held company with private participation by the Brazilian Government in 1969, was privatized in 1994 and is currently a joint stock company duly organized under the laws of Brazil.  Embraer is one of the leading manufacturers of commercial aircraft in the world based on net sales of commercial aircraft, and has a global customer base.  Embraer’s focus is achieving customer satisfaction with a range of products addressing the commercial, business jet and defense aircraft markets.  Embraer is also the leading supplier of defense aircraft for the Brazilian Air Force based on number of aircraft sold, and has also sold aircraft to military forces in Europe and Latin America.

          For additional information about Embraer, including information regarding recent developments, see “The Companies—Information About Embraer” beginning on page 76 of this prospectus.

6



The Proposed Restructuring and Merger  (see page 37)

          The Board of Directors of Embraer has approved a restructuring of Embraer that consists of the adoption of a new capital structure and listing on the Novo Mercado, a special trading segment of the BOVESPA. 

          The proposed restructuring involves two steps:

 

 

 

 

1.

the organization of Rio Han and the transfer by Cia. Bozano, PREVI and SISTEL of the Embraer control shares to Rio Han—this step was completed on January 18, 2006; and

 

 

 

 

2.

the merger under Brazilian law of Embraer with and into Rio Han.

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