6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of October 2025

Commission File Number: 001-15102

Embraer S.A.

Avenida Dra. Ruth Cardoso, 8501,

30th floor (part), Pinheiros, São Paulo, SP, 05425-070, Brazil

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒    Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

This report and exhibits are incorporated by reference into the Registration Statement on Form F-3 of Embraer S.A. (No. 333-284698) and Embraer Netherlands Finance B.V. (No. 333-284698-01), and shall be deemed to be a part thereof from the date on which this report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit<br><br><br>Number	Description
4.1	Second Supplemental Indenture, dated October <br>9, 2025, among Embraer Netherlands Finance B.V., as issuer, Embraer S.A., as guarantor, and The Bank of New York Mellon, as trustee, paying agent, registrar and transfer agent.
4.2	Form of 5.400% Notes due 2038 (Included in Exhibit 4.1).
5.1	Opinion of Thalita Alfano Soulas Grandis, General Counsel of Embraer S.A., as to matters of Brazilian law.
5.2	Opinion of Milbank LLP, as to matters of New York law.
5.3	Opinion of Loyens & Loeff N.V., as to matters of Dutch law.
23.1	Consent of Thalita Alfano Soulas Grandis, General Counsel of Embraer S.A. (included in Exhibit 5.1).
23.2	Consent of Milbank LLP (included in Exhibit 5.2).
23.3	Consent of Loyens & Loeff N.V. (included in Exhibit 5.3)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 9, 2025

Embraer S.A.
By:	/s/ Antonio Carlos Garcia
	Name:	Antonio Carlos Garcia
	Title:	Executive Vice President of Finance and Investor Relations

EX-4.1

Exhibit 4.1

Dated October 9, 2025

Second Supplemental Indenture

U.S.$1,000,000,000

5.400% Notes due 2038

between

EmbraerNetherlands Finance B.V.,

as Company

Embraer S.A.,

as Guarantor

and

The Bank of New YorkMellon,

as Trustee, Paying Agent, Registrar and Transfer Agent

Table of Contents

		Page
1.	Ratification of the Base Indenture		1
2.	Definitions		2
3.	General Terms and Conditions of the Notes		3
4.	Miscellaneous Provisions		16
5.	The Trustee		17

(i)

This Second Supplemental Indenture is made on October 9, 2025

Between:

(1)	Embraer Netherlands Finance B.V., a private company with limited liability (besloten vennootschap metbeperkte aansprakelijkheid) incorporated under the laws of the Netherlands (herein called the “Company”), having its principal office at Jachthavenweg 109 C, 1081 KM Amsterdam, The Netherlands,
(2)	Embraer S.A., a company organized under the laws of the Federative Republic of Brazil (herein called the<br>“Guarantor”), having its principal office at Avenida Brigadeiro Faria Lima, 2170, 12227-901 São José dos Campos, São Paulo State, Brazil, and
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(3)	The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the<br>State of New York, having its principal corporate trust office at 240 Greenwich Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Indenture, dated as of February 11, 2025, among the<br>Company, the Guarantor and the Trustee (the “Base Indenture”).
---	---

Whereas:

(A)	the Base Indenture provides for the issuance from time to time thereunder, in series, of securities of the<br>Company carrying the guarantees of the Guarantor, and Section 2.1 and 3.1 of the Base Indenture provides for the establishment of the form or terms of Securities issued thereunder through one or more supplemental indentures;<br>
(B)	the Company and the Guarantor desire by this Second Supplemental Indenture to create a new series of securities<br>to be issuable under the Base Indenture, as supplemented by this Second Supplemental Indenture, and to be known as the Company’s 5.400% Notes due 2038 (the “Notes”) carrying the irrevocable and unconditional guarantees of<br>Embraer S.A. (the “Guarantees,” and together with the Notes, the “Securities”) the terms and provisions of which are to be as specified in this Second Supplemental Indenture;
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(C)	the Company and the Guarantor have duly authorized the execution and delivery of this Second Supplemental<br>Indenture to establish the Notes as a series of securities under the Base Indenture and to provide for, among other things, the issuance of and the form and terms of the Notes and additional covenants for the benefit of the Holders thereof and the<br>Trustee; and
---	---
(D)	all things necessary to make this Second Supplemental Indenture a valid and binding legal obligation of the<br>Company and the Guarantor according to its terms have been done.
---	---

Now, Therefore, for and in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof and for the purpose of setting forth, as provided in the Base Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company and the Guarantor covenant and agree with the Trustee as follows:

1.	Ratification of the Base Indenture

Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms and conditions of the Base Indenture shall remain in full force and effect. The Base Indenture, as amended and supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Second Supplemental Indenture shall be read, taken and considered as one and the same instrument for all purposes.

2.	Definitions
2.1	For all purposes of this Second Supplemental Indenture and the Notes, except as otherwise expressly<br>provided or unless the subject matter or context otherwise requires:
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2.1.1	all terms used in this Second Supplemental Indenture that are defined in the Base Indenture have the meanings<br>assigned to them in the Base Indenture, except as otherwise provided in this Second Supplemental Indenture;
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2.1.2	the term “Securities” as defined in the Base Indenture and as used in any definition therein<br>or herein, shall be deemed to include or refer to, as applicable, the Notes and the Guarantees; and
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2.1.3	the following terms have the meanings given to them in this Section 2.1.3.
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“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following:

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) –H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (i) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (ii) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the following two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than, and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than, the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (iii) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the U.S. Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no U.S. Treasury security maturing on the Par Call Date but there are two or more U.S. Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the U.S. Treasury security with a maturity date preceding the Par Call Date. If there are two or more U.S. Treasury securities maturing on the Par Call Date or two or more U.S. Treasury securities meeting

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the criteria of the preceding sentence, the Company shall select from among these two or more U.S. Treasury securities the U.S. Treasury security that is trading closest to par based upon the average of the bid and asked prices for such U.S. Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such U.S. Treasury security, and rounded to three decimal places.

The Trustee shall not have any responsibility to calculate or determine, nor shall it be liable to the Company, the Guarantor, the Holders or any party for, any calculation hereto.

3.	General Terms and Conditions of the Notes
3.1	Designation
---	---

There is hereby authorized and established a new series of securities designated the “5.400% Notes due 2038”. The Notes will initially be limited to an aggregate principal amount of U.S.$1,000,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 9.6 or 11.5 of the Base Indenture) and shall be guaranteed by Embraer S.A.

The Company may from time to time, without notice to or consent of the Holders, create and issue an unlimited principal amount of additional Notes having the same terms and conditions as the initial Notes in all respects, except that the issue date, the issue price and the first payment of interest thereon may differ; provided, however, that unless such additional Notes are issued under a separate CUSIP, such additional Notes will be fungible with the initial Notes for U.S. federal income tax purposes or, if such additional Notes are not fungible with the initial Notes for U.S. federal income tax purposes, neither the initial Notes nor the additional Notes are issued with more than a de minimis amount of original issue discount for U.S. federal income tax purposes. Any such additional Notes will form a single series and vote together with the previously outstanding Notes for all purposes hereof.

The Stated Maturity of the Notes shall be on January 9, 2038. The Notes shall bear interest at the rate of 5.400% per annum, from October 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 9 and July 9 of each year, commencing on January 9, 2026 (each, an “Interest Payment Date”), until the principal and premium thereof are paid or made available for payment. To the extent interest due on any Interest Payment Date is not paid, interest shall accrue thereon at the Default Interest to the extent permitted by law, until such unpaid interest and interest accrued thereon are paid in full.

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3.2	Forms Generally

The Notes shall be in substantially the forms set forth in this Section 3.2, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Base Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof.

3.2.1	Form of Face of the Note

[INCLUDE IN CASE OF A GLOBAL SECURITY – THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO, AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY EMBRAER NETHERLANDS FINANCE B.V., EMBRAER S.A. AND THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED NOTES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]

[INCLUDE IN CASE OF A GLOBALSECURITY FOR WHICH THE DEPOSITORY TRUST COMPANY IS THE DEPOSITARY – UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO EMBRAER NETHERLANDS FINANCE B.V. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

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EMBRAER NETHERLANDS FINANCE B.V.

5.400% Notes due 2038

Unconditionally and Irrevocably Guaranteed by

EMBRAER S.A.

CUSIP Number: 29082H AF9

ISIN: US29082HAF91

No.

US$

EMBRAER NETHERLANDS FINANCE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$     (     U.S. dollars) [IN THE CASE OF A GLOBAL SECURITY, INSERT –, or such other principal amount as set forth in the Schedule of Increases or Decreases in Global Note attached hereto,] on January 9, 2038, and to pay interest thereon semi-annually on January 9 and July 9 of each year (each an “Interest Payment Date”), commencing on January 9, 2026, from October 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, at the rate of 5.400% per annum, until the principal hereof is paid or made available for payment, provided that any amount of principal of or premium, if any, or interest on this Note which is overdue shall bear interest, to the extent permitted by law, from the date such amount is due to but not including the day it is paid or made available for payment, and such overdue principal of or premium, if any, or interest shall be paid as provided in Section 3.6 of the Base Indenture hereinafter referred to.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the January 4 and July 4 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on the relevant Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be proposed by the Company and notified to the Trustee, notice whereof shall be given to Holders of the Notes not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months.

Payment of the principal of or premium, if any, or interest on this Note will be made to the Person entitled thereto at the office of the Trustee or agency of the Company in the Borough

5

of Manhattan, The City of New York, New York, maintained for such purpose, and at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts upon surrender of this Note in the case of any payment due at the Maturity of the principal hereof (other than any payment of interest payable on an Interest Payment Date); provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that all payments of the principal of and interest on this Note, the Holders of which have given wire transfer instructions to the Trustee, the Company, or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts with financial institutions in the United States specified by such Holders in such instructions. [IN CASE OF A GLOBAL SECURITY, INSERT – Notwithstanding the foregoing, payment of any amount payable in respect of a Global Note will be made in accordance with the Applicable Procedures of the Depositary.]

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

6

IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed.

Dated:

EMBRAER NETHERLANDS FINANCE B.V.
By:
	Name:
	Title:
By:
	Name:
	Title:

Embraer S.A. (herein called the “Guarantor”) hereby irrevocably and unconditionally guarantees to each Holder the full and punctual payment (whether at the Stated Maturity date, upon redemption, purchase pursuant to an offer to purchase, acceleration or otherwise) of the principal, premium, if any, interest, Additional Amounts and all other amounts that may come due and payable under this Note and the full and punctual payment of all other amounts payable by the Company under the Indenture as they come due.

Dated:

EMBRAER S.A.
By:
	Name:
	Title:
By:
	Name:
	Title:

7

This is one of the Notes referred to in the within mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON,<br> <br>as<br>Trustee
By:
	Authorized Officer
3.2.2	Form of Reverse of Note
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1.	This Note is a duly authorized issue of securities of the Company issued in one or more series guaranteed by<br>the Guarantor (herein called collectively, the “Securities”) under an Indenture, dated as of February 11, 2025 (the “Base Indenture”), as supplemented by a Second Supplemental Indenture dated as of<br>October 9, 2025 (collectively with the Base Indenture, the “Indenture”), among the Company, the Guarantor and The Bank of New York Mellon, as Trustee, Paying Agent, Registrar and Transfer Agent (herein called the<br>“Trustee,” which term includes any successor trustee under the Base Indenture). Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the<br>Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. All capitalized terms not defined in this Note have the meanings assigned to them in the<br>Indenture, except as otherwise provided in this Note. This Note is one of the series designated on the face hereof (herein called the “Notes”). For the avoidance of doubt, all references herein to the Securities shall be deemed to<br>include the Guarantees of the Securities, which is an integral part thereof.
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2.	The full and punctual payment of the principal, premium, if any, and interest and all other amounts payable<br>under the Notes is irrevocably and unconditionally guaranteed by the Guarantor.
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3.	If an Event of Default with respect to the Securities shall occur and be continuing, the principal of all of<br>the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
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4.	All payments in respect of the Securities and the Guarantees, shall be made without withholding or deduction<br>for or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of (i) Brazil or any political subdivision thereof having<br>power to tax (“Brazilian Taxes”), (ii) the Netherlands or any political subdivision thereof having power to tax (“Dutch Taxes”), or (iii) any other jurisdiction or any political subdivision thereof having<br>power to tax from or through which payment is made in respect of the Securities and the Guarantees or in which the Company, the Guarantor or any successor
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8

thereto is organized or incorporated or is a resident for tax purposes (“Foreign Taxes”), as applicable (each such jurisdiction, including Brazil and the Netherlands, a<br>“Relevant Taxing Jurisdiction”), unless the Guarantor or the Company, as applicable, is compelled by law to deduct or withhold such taxes, duties, assessments or governmental charges. In the event of any such withholding or<br>deduction, the Guarantor or the Company, as applicable, shall make such deduction or withholding, will make payment of the amount so withheld to the appropriate governmental authority and will pay to each Holder such additional amounts<br>(“Additional Amounts”) as may be necessary in order that every net payment made by the Guarantor or the Company, as applicable, on the Securities and the Guarantees after such withholding or deduction for or on account of any<br>Brazilian Taxes, Dutch Taxes, or taxes, duties, assessments, or other governmental charges of whatever nature with respect to any other Relevant Taxing Jurisdiction, as the case may be, will equal the respective amounts of principal of, or premium,<br>if any, or interest which would have been receivable in respect of the Securities in the absence of such withholding or deduction. Notwithstanding the foregoing, neither the Guarantor nor the Company will have to pay Additional Amounts:

(i) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Security by reason of his or the beneficial owners having some connection with a Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, or being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than the mere acquisition or holding of the Security and the receipt of payments with respect to the Securities or the Guarantees;

(ii) in respect of Securities surrendered (if surrender is required) more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder of such Security would have been entitled to such Additional Amounts on surrender of such Security for payment on the last day of such period of 30 days;

(iii) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of such Holder’s or the beneficial owner’s failure to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction, if (a) such compliance is required or imposed by law as a precondition to exemption from all or a part of such tax, duty, assessment or other governmental charge and (b) the Guarantor or the Company, as applicable, has given the Holders at least 30 days’ notice that Holders will be required to comply with such requirement;

(iv) in respect of any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Security;

(v) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments of principal of or interest or premium, if any, on any series of Securities or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor;

9

(vi) in respect of any withholding, deduction or levy of or for any taxes pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or

(vii) in respect of any combination of the above.

Notwithstanding anything to the contrary in this Section 4, none of the Guarantor, the Company, the Paying Agent or any other Person shall be required to pay any Additional Amounts with respect to any payment in respect of any taxes, duties, assessments or other governmental charges imposed under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code.

In addition, no Additional Amounts shall be paid with respect to any payment on a Security to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the Relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the holder.

For purposes of the provisions described above, “Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which notice is given to the Holders that the Trustee so receives the full amount. Except as specifically provided above, neither the Guarantor nor the Company will be required to make a payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

For purposes of the provisions described in this paragraph 4, the term “Holder” of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner’s interest in such Note. Notwithstanding the foregoing, the limitations on the Company’s or the Guarantor’s obligation to pay Additional Amounts set forth in clause (i)(b) above shall not apply if the provision of information, documentation or other evidence described in such clause (i)(b) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Dutch or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and The Netherlands or Brazil), regulations (including proposed regulations) and administrative practice.

The Company or the Guarantor, as the case may be, shall promptly provide the Trustee with documentation, if any, (which may consist of certified copies of

10

such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor.

The Company or the Guarantor, as the case may be, shall pay all present and future stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Netherlands or Brazil or any other governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes.

All references in the Indenture and the Notes to principal, premium, if any, or interest in respect of the Notes or the Guarantees shall be deemed to mean and include all Additional Amounts, if any, payable in respect of such principal, premium, if any, or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made.

In the event that Additional Amounts actually paid with respect to the Notes or the Guarantees pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Securities, and, as a result thereof, such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Securities, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company or the Guarantor. However, by making such assignment, the Holder makes no representation or warranty that the Company or the Guarantor will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

5.	All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and<br>include any Redemption Price or Repurchase Price payable in respect of such Note pursuant to any redemption or repurchase right hereunder (and all such references to the Stated Maturity of the principal in respect of any Note shall be deemed to mean<br>and include the Redemption Date or Repurchase Date with respect to any such Redemption Price or Repurchase Price), and all such references to principal, premium, if any, interest or Additional Amounts shall be deemed to mean and include any amount<br>payable in respect hereof pursuant to Section 10.7 of the Base Indenture, and express mention of the payment of any Redemption Price or Repurchase Price, or any such other amount in any provision hereof shall not be<br>construed as excluding reference to the payment of any Redemption Price or Repurchase Price, or any such other amounts in those provisions hereof where such express reference is not made.
6.	Prior to October 9, 2037 (which is the date that is three months prior to the maturity of the Notes, the<br>“Par Call Date”), the Notes will be redeemable, at the option of the Company or the Guarantor, in whole or in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders, at a<br>
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Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, and<br>(ii) (a) the sum of the present values of each remaining scheduled payment of principal and interest thereon discounted to the Redemption Date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, plus, in each case,<br>accrued interest (including additional interest, if any), and any Additional Amounts, on the principal amount of such Notes to the Redemption Date.
7.	At any time on or after the Par Call Date, the Company or the Guarantor has the right to redeem the Notes, in<br>whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, such<br>Redemption Date.
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8.	Notwithstanding the foregoing, in connection with any tender offer for the Notes, in the event that the Holders<br>of not less than 85% of the aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw Notes held by such Holder in such tender offer or a third party purchases all the Notes held by such Holders, the Company<br>shall have the right, on not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all of the Notes that remain outstanding following such purchase at a price equal to the price<br>paid to each other Holder in such tender offer, plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right<br>of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date).
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9.	The Company or the Guarantor, as the case may be, will have the option to redeem, in whole but not in part, the<br>Notes of the applicable series, at any time, upon giving not less than 10 nor more than 60 days’ notice to the Holders of such Securities (with notice to the Trustee of any redemption no later than five (5) Business Days prior to when<br>notice is due to Holders of such Securities), at 100% of the principal amount thereof and premium, if any, applicable thereto, together with accrued and unpaid interest up to but not including the Redemption Date and any Additional Amounts which<br>would otherwise be payable up to but not including the Redemption Date, if, as a result of any amendment to, or change in, the laws (or rules and regulation thereunder) of a Relevant Taxing Jurisdiction or any amendment to or change in an official<br>interpretation, administration or application of such laws, rules or regulations (including a holding by a court of competent jurisdiction), which amendment or change of such laws, rules or regulations or the interpretation, administration or<br>application thereof, in the case of Brazil or the Netherlands, becomes effective on or after October 9, 2025, or in the case of any other Relevant Taxing Jurisdiction is first publicly announced and becomes effective after the date it first<br>becomes a Relevant Taxing Jurisdiction: (x) the Guarantor or any successor has or will become obligated to pay Additional Amounts with respect to the Notes or the Guarantees in excess of Additional Amounts attributable to Brazilian Taxes at a<br>rate of (A) 15% generally; or (B) 25% in the case of taxes imposed on amounts
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12

paid to residents of countries which do not impose any income tax or which impose it at a maximum rate lower than 17%, or where the laws of that country or location impose restrictions on the<br>disclosure of ownership or beneficial ownership of the income or notes; or (y) the Company or any successor has or will become obligated to pay Additional Amounts with respect to the Notes; and in either case, such obligation cannot be avoided<br>by the Company or the Guarantor, after the use of reasonable measures available to the Company or the Guarantor, as the case may be; for the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the<br>Company or the Guarantor, as applicable; provided, however, that (i) no notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would but for such<br>redemption be obligated to pay such Additional Amounts were a payment on such Notes or Guarantees then due, and (ii) at the time such notice is given, such obligation to pay such Additional Amounts remains in effect.
10.	On the Business Day prior to any Redemption Date, the Company will deposit with the Trustee or a Paying Agent<br>an amount of money sufficient to pay the Redemption Price of the Notes to be redeemed on such Redemption Date, together with accrued interest to but not including the Redemption Date and any Additional Amounts which would be payable to but not<br>including the Redemption Date. On and after any Redemption Date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Redemption Price, accrued interest and<br>any Additional Amounts).
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If less than all the Notes of any series are to be redeemed, the Notes to be redeemed shall be selected less than 61 days prior to the Redemption Date by the Trustee in compliance with the requirements governing redemptions of the principal securities exchange, if any, on which the Notes are listed or if such securities exchange has no requirement governing redemption or the Notes are not then listed on a securities exchange, on a pro rata basis or by lot (or, in the event that the Notes are represented by Global Notes as of the Redemption Date, subject to the then-current rules and procedures of the applicable Depositary).

If the Notes are redeemed in part, the remaining outstanding amount of any Note of that series must be at least equal to U.S.$2,000 and be an integral multiple of U.S.$1,000.

12.	The Company or any of its affiliates may at any time purchase Notes from investors who are willing to sell from<br>time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchased Notes may, in the Company’s discretion, be held, resold or canceled, but will only be resold in compliance with<br>applicable requirements or exemptions under the relevant securities laws.
12.	The Indenture permits, subject to certain exceptions as therein provided, the amendment thereof and the<br>modification of the rights and obligations of the Company and the rights of the Holders of the affected Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the<br>affected Notes at the time Outstanding. The Indenture also contains provisions (i) permitting the Holders of a majority in
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13

principal amount of the Notes at the time Outstanding of any affected Notes under the Indenture on behalf of the Holders of all the Notes, to waive compliance by the Company with certain<br>provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the affected Notes at the time Outstanding under the Indenture on behalf of the Holders of all the Notes, to waive certain past defaults under the<br>Indenture and their consequences.

Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

13.	As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right<br>to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event<br>of Default with respect to the Securities, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of<br>Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such<br>request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity, provided that no direction inconsistent with such written request has been given<br>to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Holders of this Note. The foregoing shall not apply to any suit instituted by the Holder of this Note for the<br>enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein.
14.	No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair<br>the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
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15.	As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is<br>registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or<br>accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of<br>like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
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The Notes shall be issuable only in registered form without coupons and, unless otherwise specified as contemplated by Section 3.1.10 of the Base Indenture, only in minimum denominations of US$2,000 and any integral multiple of

14

US$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

16.	Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and<br>any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor<br>any such agent shall be affected by notice to the contrary.
17.	This Note, the Guarantees and the Indenture shall be governed by, and construed in accordance with, the laws of<br>the State of New York.
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18.	All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the<br>Indenture.
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15

Abbreviations

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JT TEN — as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT — [  ]

(Cust) [  ]

Custodian [  ] under Uniform (Minor)

Gifts to Minors Act [  ]

(State)

Additional abbreviations may also be used though not in the above list.

[To be Attached to Global Note]

Schedule of Increases or Decreases in Global Note

The initial principal amount of this Global Note is US$[●].

The following increases or decreases in this Global Note have been made:

Date of Exchange	Amount of Decrease in<br>Principal Amount of<br>this Global Note	Amount of Increase in<br>Principal Amount of<br>this Global Note	Principal Amount of<br>this Global Note<br>following such<br>Decrease or Increase	Signature of<br>Authorized Officer of<br>Trustee of the Notes<br>Custodian
3.3	Maintenance of Office or Agency
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With respect to any Notes that are not in the form of a Global Note, the Company will maintain an office or agency in the Borough of Manhattan, The City of New York, in accordance with Section 10.2 of the Base Indenture.

3.4	New York Stock Exchange Listing

If and for so long as the Notes are listed on the New York Stock Exchange and the rules of that securities exchange will so require, the Company and the Guarantor will maintain a Paying Agent and Transfer Agent in New York.

4.	Miscellaneous Provisions
4.1	Separability of Invalid Provisions
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In case any one or more of the provisions contained in this Second Supplemental Indenture should be invalid, illegal or unenforceable in any respect, such invalidity, illegality or

16

unenforceability shall not affect any other provisions contained in this Second Supplemental Indenture, and to the extent and only to the extent that any such provision is invalid, illegal or unenforceable, this Second Supplemental Indenture shall be construed as if such provision had never been contained herein.

4.2	Execution in Counterparts

This Second Supplemental Indenture may be simultaneously executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

4.3	Governing Law

This Second Supplemental Indenture, the Base Indenture, the Notes and the Guarantees shall be governed by, and construed in accordance with, the laws of the state of New York. The transactions contemplated by this Second Supplemental Indenture, the Base Indenture, the Notes and the Guarantees have been proposed by the Trustee to the Company for the purposes of paragraph 2 of Article 9 of Brazilian Decree-Law No. 4,657 dated September 4, 1942 and for no other purpose or reason whatsoever.

5.	The Trustee

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantor.

17

In witness whereof, each of the parties hereto has caused this Second Supplemental Indenture to be duly executed on its behalf, all as of the day and year first written above.

EMBRAER NETHERLANDS FINANCE B.V.
/s/ Felipe Santana Santiago de Lima
Name: Felipe Santana Santiago de Lima
Title: Management Board Member
/s/ Andreia Pereira de Jesus
Name: Andreia Pereira de Jesus
Title: Management Board Member
EMBRAER S.A.
/s/ Francisco Gomes Neto
Name: Francisco Gomes Neto
Title: President & CEO
/s/ Antonio Carlos Garcia
Name: Antonio Carlos Garcia
Title: Executive Vice President, Financial and Investor Relations
**THE BANK OF NEW YORK MELLON,**as Trustee, Paying Agent, Registrar and Transfer Agent
/s/ Stacey B. Poindexter
Name: Stacey B. Poindexter
Title: Vice President

18

EX-5.1

Exhibit 5.1

São José dos Campos, October 09, 2025

Ladies and Gentlemen:

I have acted as Brazilian counsel for Embraer S.A., a corporation organized and existing under the laws of Brazil (“Embraer” or “Guarantor”), in connection with an offering by Embraer Netherlands Finance B.V. (the “Company”), pursuant to a Registration Statement on Form F-3 under the Securities Act of 1933, as amended (the “Securities Act”) filed with the United States Securities and Exchange Commission (the “SEC”) on February 5, 2025 (File No. 333-278823) (the “Registration Statement”), of US$ 1,000,000,000.00 aggregate principal amount of 5.400% Notes due 2038 (the “Notes”) to be issued under an indenture dated as of February 11, 2025, among the Company, as issuer, Embraer, as guarantor, and The Bank of New York Mellon (the “Trustee”), as trustee, registrar, paying agent and transfer agent (the “Base Indenture”), as supplemented by a supplemental indenture dated as of October 9, 2025, among the Company, Embraer, and the Trustee (the “SupplementalIndenture” and, together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Embraer will fully, unconditionally and irrevocably guarantee the Company’s obligations under the Notes (the “Guarantee” and, together with the Notes, the “Securities”). Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to them in the Indenture.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

1.    In rendering the opinions set forth below, I have examined copies of the documents listed below:

(i)	the Registration Statement;
(ii)	the Base Indenture;
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(iii)	the Supplemental Indenture;
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(iv)	the global certificates representing the Securities, including the Guarantee;
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(v)	the underwriting agreement, dated September 22, 2025 among Embraer the Company, BNP Paribas<br>Securities Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc., Commerz Markets LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC and UBS<br>Securities LLC (the “Underwriting Agreement”);
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(vi)	the Preliminary Prospectus Supplement dated September 22, 2025, including the documents<br>incorporated by reference therein;
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1

(vii)	the Prospectus Supplement, dated September 22, 2025, including the documents incorporated by<br>reference therein;
(viii)	the bylaws of Embraer as approved by the Special Shareholders’ Meeting held on May 17, 2024;<br>
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(ix)	the minutes of the Annual Shareholders’ Meeting of Embraer dated April 29, 2025 and Board of<br>Directors´ Meeting held on September 1, 2025, which, among other matters, recorded the election of the current members of Embraer’s Board of Directors;
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(x)	the minutes of the meeting of Embraer’s Board of Directors held on April 29, 2025, at which<br>its current officers were appointed; and
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(xi)	the minutes of the meeting of Embraer’s Board of Directors held on September 1, 2025 at which<br>the issuance of Securities was approved.
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2.    I have also examined the records, agreements, instruments and documents and made such investigations of law as I have deemed relevant or necessary as the basis for the opinions hereinafter expressed. I have also assumed that: (i) no provision of the Indenture and of the Securities conflicts with the laws of any jurisdiction (other than Brazil); and (ii) the Indenture and the Securities have been duly authorized pursuant to applicable law (other than Brazilian law).

3.    I have also assumed without any independent investigation or verification of any kind the validity, legality, binding effect and enforceability of the Indenture and the Securities under the laws of the State of New York.

4.    I have further assumed that: (i) all Securities will be issued and sold in compliance with all applicable laws and in the manner stated in the Registration Statement and the Indenture; and (ii) the Underwriting Agreement has been duly authorized and validly executed and delivered by all parties thereto (other than Embraer). Furthermore, I have assumed (a) the due organization and valid existence of all parties (other than Embraer) to the Indenture under the laws of the countries of their respective incorporation; (b) the Indenture and the Securities have been duly authorized and validly executed and delivered by the parties thereto (other than Embraer); and (c) that the performance thereof is within the capacity and powers of the parties thereto (other than Embraer).

5.    Based upon the foregoing and subject to the qualifications set forth herein, I am of the opinion that:

(i)	Embraer is a corporation duly organized and validly existing under the laws of Brazil;<br>
(ii)	each of the Base Indenture and the Supplemental Indenture has been duly authorized, executed and<br>delivered by Embraer and, assuming due authorization,
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2

execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of Embraer, enforceable against Embraer in accordance with its terms; and
(iii)	the Guarantee has been duly authorized, executed and delivered by Embraer and, when the Notes are<br>executed and authenticated as provided in the Indenture and delivered against payment therefor as provided in the Underwriting Agreement, the Guarantee will have been duly issued and will constitute a legal, valid and binding obligation of Embraer,<br>enforceable against Embraer in accordance with its terms.
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**6.**The foregoing opinions are subject to the following qualifications:

(i)	to ensure the enforceability or the admissibility in evidence of the Indenture, the Securities and any<br>other document required by any Brazilian court to be furnished: (a) the signatures of the parties thereto and to any other document that may be deemed to be or become a part of such agreement, if executed outside Brazil, shall have been<br>notarized by a local public notary and certified in the form established in the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents of 5 October 1961; and (b) the document shall have been translated<br>into Portuguese by a sworn translator, which signature must be notarized, and (c) the document jointly with the respective sworn translation shall have been registered with the appropriate registry of deeds and documents upon its due execution<br>and delivery in accordance with the procedures above. Such translation and registration may be effected immediately prior to any such enforcement or presentation;
(ii)	any judgment against Embraer in any of the non-Brazilian courts<br>mentioned in the Indenture and the Securities arising out of or in relation to the obligations of Embraer under the Indenture and the Securities may be enforced in the courts of Brazil, without reconsideration of the merits, if previously confirmed<br>by the Superior Court of Justice (Superior Tribunal de Justiça) of Brazil; and confirmation would be given if such judgment (a) is for a payment of a sum certain, (b) fulfills all formalities required for its enforceability<br>under the laws of the country where it was issued, (c) was issued by a competent court after proper service of process on Embraer or after sufficient evidence of Embraer´s absence has been given, as required under applicable law,<br>(d) is not subject to appeal, (e) was authenticated whether by the Brazilian Consulate or submitted to apostille (in accordance with Hague Convention) in the country in which it was issued and is accompanied by a translation into<br>Portuguese by a certified sworn translator, which signature must be notarized by a notary public and (f) is not contrary to Brazilian national sovereignty, public policy or good morals. Notwithstanding, a preliminary order based on urgency may<br>be enforced in the courts of Brazil, in accordance with the Article 962 of the Brazilian Civil Procedure Code;
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3

(iii)	in case of court proceedings filed against Embraer in Brazil, certain court costs and deposits to<br>guarantee judgment might become due and any Brazilian or foreign plaintiff not resident in Brazil or who is abroad during the course of a legal proceeding will be required to make cash deposits as security for process costs and for third party<br>attorney’s fees, should such plaintiff not have any real property in Brazil to assure payment thereof, in accordance with Article 83 of the Brazilian Civil Procedure Code, except in case of enforcement proceedings based on certain non-disputable documents as determined by the court, counterclaims and when it is expressly dismissed by an international agreement signed by Brazil, as established under Article 83, §1º, II and III of the<br>Brazilian Civil Procedure Code;
(iv)	in the event that any suit is brought against Embraer, service of process upon it, if made in Brazil<br>(including, but not limited to, by means of registered or certified mail, postage prepaid), must be effected in accordance with Brazilian law;
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(v)	any remittance of foreign currency by Embraer in order to fulfill any payment obligations under the<br>Indenture and the Securities shall comply with Brazilian Central Bank regulations then in effect, provided, however, that the Brazilian Central Bank, under its authority to monitor the Brazilian foreign exchange market and the transactions carried<br>out thereunder, determined that Brazilian banks shall take any and all acts deemed necessary for the analysis of the legality and legitimacy of such intended foreign exchange transactions and, therefore, the remittance of funds under the Indenture<br>and the Securities shall be subject to the analysis and acceptance to be given by the Brazilian bank that would execute the relevant foreign exchange transaction;
---	---
(vii)	certain payments in U.S. dollars by Embraer in connection with the Indenture or the Securities may be subject<br>to Embraer obtaining the applicable authorization of the Central Bank of Brazil for remittance thereof;
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(vi)	any provisions of the Indenture and of the Securities providing that any specification or determination<br>will be conclusive and binding will not be conclusive and binding if such calculation or determination is fraudulent and will not necessarily prevent judicial inquiry into the merits of any claim by an aggrieved party;
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(vii)	my opinion as to the binding effect and enforceability of the obligations of Embraer under the Indenture<br>and the Securities is subject to all limitations arising from (a) bankruptcy, court-supervised corporate reorganization, insolvency, fraudulent conveyance, liquidation, reorganization, moratorium and other similar laws affecting the<br>creditors’ rights generally; (b) possible unavailability of specific performance, summary judgment or injunctive relief (pursuant to the Law No. 13,105, dated March 16, 2015, as amended (“Brazilian Civil ProcedureCode”)), and (c) concepts of materiality, reasonableness, good faith and fair dealing, such as contractual conditions, providing that a certain act or
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4

fact shall be determined solely by one party (condição potestativa). Certain claims, such as claims for salaries, wages, social security, taxes, and other statutorily<br>preferred claims, will have preference over any other claims;
(viii)	the principles of Brazilian law that govern the nullity of the acts and obligations are considered<br>principles of public policy and cannot be altered or waived by the parties thereto. Under Brazilian law, a guarantee is considered an accessory obligation to the underlying or principal obligation and Brazilian law establishes that the nullity of<br>the principal obligation causes the nullity of the accessory obligation. Therefore, a judgment obtained in a court outside Brazil against a guarantor for enforcement of a guarantee in respect of obligations that have been considered null, may not be<br>confirmed by the Superior Court of Justice of Brazil;
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(ix)	under Brazilian law, a person may not waive or relinquish its right to submit a claim to the courts or<br>be deprived of its property without due process; therefore, any waivers by Embraer with respect to its respective rights and any waivers to assert a claim may not be enforced by a Brazilian court of law;
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(x)	in accordance with Sections 832, 833 and 834 of the Brazilian Civil Procedure Code, certain properties,<br>assets and revenues of Brazilian individuals are subject to immunity from, or restrictions to, suit, execution and attachment. Such properties, assets and revenues include, inter alia, assets that have restraints on their alienation, life insurance<br>policies, the dwelling of the individual, certain personal property, small rural properties (provided that such property is the only one owned by the individual), salaries of civil servants and pension payments; and
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(xi)	any judgment obtained or enforced against Embraer in a Brazilian court of law by a non-Brazilian resident in respect of any sum payable by Embraer under the Indenture and the Securities will be expressed in Brazilian currency, equivalent to the applicable amount of United States dollars converted<br>at the commercial exchange rate of the date on which such judgment is obtained or on the date of the lawsuit filing and updated according to the index indicated by the court until the effective payment date.
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7.    I express no opinion as to any agreement, instrument or other document other than as specified in this letter.

8.    I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the prospectus constituting part of the Registration Statement under the captions “Enforcement of Civil Liabilities” and “Legal Matters” and in any prospectus supplements related thereto under the caption “Legal Matters” as general counsel for Embraer.

9.    I am qualified to practice law in Brazil only, and I do not express any opinion in respect of any laws of any other jurisdiction. This opinion is based upon and limited in all respects to the law applicable in Brazil as presently published, existing and in force.

5

10.  I expressly disclaim any responsibility to advise you or any other person who is permitted to rely on the opinions expressed herein as specified above of any development or circumstance of any kind including any change of law or fact that may occur after the date of this letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this letter. Accordingly, any person relying on this letter at any time should seek advice of its counsel as to the proper application of this letter at such time. This opinion may be relied upon, as of the date rendered, only by you and no other person may rely upon this opinion without my prior written consent.

Very truly yours,

/s/ Thalita Alfano Sulas Grandis

Thalita Alfano Sulas Grandis

General Counsel

6

EX-5.2

Exhibit 5.2

Av. Brigadeiro Faria Lima, 4100 | São Paulo, SP 04538-132 Brazil

T: 55.11.3927.7702

tstirnberg@milbank.com

October 9, 2025

Embraer S.A.

Avenida Brigadeiro Faria Lima, 2170

12227-901 São José dos Campos, São Paulo

Brazil

Embraer Netherlands Finance B.V.

Jachthavenweg 109 C

1081 KM, Amsterdam

The Netherlands

Ladies and Gentlemen:

We have acted as United States counsel to Embraer S.A., a corporation (sociedade por ações) organized under the laws of Brazil (“Embraer”) and Embraer Netherlands Finance B.V., a private company with limited liability organized and existing under the laws of the Netherlands (“Embraer Finance” and together with Embraer, the “Embraer Companies”), in connection with the offer and sale of US$1,000,000,000 aggregate principal amount of 5.400% notes due 2038 (the “Notes”) issued by Embraer Finance and unconditionally and irrevocably guaranteed by Embraer (the “Guarantee”), pursuant to the terms of an indenture, dated as of February 11, 2025, among Embraer Finance, Embraer and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of October 9, 2025 (together, the “Indenture”). The Notes, together with the Guarantee, are referred to as the “Securities.”

In rendering the opinions expressed below, we have examined certificates of public officials and certificates of officers of the Embraer Companies, and the originals (or copies thereof, certified to our satisfaction) of such corporate documents and records of the Embraer Companies and the Trustee, and such other documents, records and papers as we have deemed relevant in order to give the opinions hereinafter set forth, including, without limitation, the following: (i) the registration statement on Form F-3 (the “Registration Statement”), File Nos. 333-284698 and 333-284698-01, filed on February 5, 2025 by the Embraer Companies under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”); (ii) the prospectus dated February 5, 2025; (iii) the preliminary prospectus supplement dated September 22, 2025 relating to the Securities; (iv) the prospectus supplement dated September 22, 2025 relating to the Securities; (v) the Indenture; and (vi) the underwriting agreement, dated September 22, 2025 among Embraer Finance, Embraer and BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc., Commerz Markets LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC and UBS Securities LLC. The Securities, together with the Indenture, are referred to as the “Securities Documents.”

In our examination, we have assumed the genuineness of signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as electronic, facsimile, certified, conformed or photostatic copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Embraer Companies.

We have assumed further that each of the Embraer Companies (1) has been duly organized and is validly existing under the law of the jurisdiction in which it was organized; (2) has the full power and authority to enter into the Securities Documents to which it is a party and to perform its obligations thereunder; and (3) will have duly authorized, executed and delivered such Securities Documents to which it is a party in accordance with the law of the jurisdiction in which it was organized.

Based upon and subject to the foregoing, and subject to the assumptions and qualifications set forth herein, and having regard to legal considerations we deem relevant, we are of the opinion that (assuming the due authentication of the Notes by the Trustee):

(1)	The Notes constitute valid and binding obligations of Embraer Finance, enforceable against Embraer Finance in<br>accordance with their terms.
(2)	The Guarantee issued under the Indenture constitutes a valid and binding obligation of Embraer, enforceable<br>against Embraer in accordance with its terms.
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The opinions expressed above with respect to validity, binding effect and enforceability (a) are subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and, (ii) as to rights to indemnification and contribution thereunder, may be limited by federal or state securities laws or public policy relating thereto.

We express no opinion as to (i) Section 1.14 of the Indenture, to the extent that such provision purports to confer the subject matter jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, The City of New York to adjudicate any controversy related to such document, (ii) the enforceability of the waiver of inconvenient forum set forth in Section 1.14 of the Indenture with respect to proceedings in any New York state or U.S. federal court sitting in the Borough of Manhattan, The City of New York insofar as a court may consider an objection that such court is an inconvenient forum and (iii) the choice of governing law to the extent that the legality, validity, binding effect or enforceability of any such provision is to be determined by any court other than a New York state or U.S. federal court sitting in the Borough of Manhattan, The City of New York and applying the law of the state of New York.

We do not express or purport to express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States. Accordingly, as to all matters governed by the laws of Brazil or The Netherlands involved in our opinions and the other matters set forth above, we have relied, without independent investigation, upon the opinion of Embraer’s general counsel and of the law firm Loyens & Loeff N.V., respectively, dated the date hereof, which opinions are being delivered to you concurrently herewith.

We hereby consent to the filing of this opinion with the SEC as Exhibit 5.2 to the Registration Statement and to the reference to this firm in the prospectus constituting a part of the Registration Statement and in any prospectus supplements related thereto under the heading “Legal Matters,” as applicable, as counsel for Embraer and Embraer Finance who have passed on the validity of the Securities being registered pursuant to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

Very truly yours,

/s/ Milbank LLP

2

EX-5.3

Exhibit 5.3

POSTAL ADDRESS	P.O. Box 71170<br> <br>1008 BD AMSTERDAM<br><br><br>P.O. Box 2888<br> <br>3000 CW ROTTERDAM
OFFICE ADDRESS	Parnassusweg 300<br> <br>1081 LC AMSTERDAM<br><br><br>Blaak 31<br> <br>3011 GA ROTTERDAM<br><br><br>The Netherlands
INTERNET	www.loyensloeff.com

To: each party (an Opinion Addressee) listed in Schedule 1 (Opinion addressees)

RE	Dutch law legal opinion – Embraer Netherlands Finance B.V. – Issue of USD 1,000,000,000 5.400% notes due 2038
REFERENCE	58325724
DATE	9 October 2025
1	INTRODUCTION
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We have acted as special counsel on certain matters of Dutch law to the Opinion Party.

2	DEFINITIONS
2.1	Capitalised terms used but not defined herein are used as defined in the Schedules to this opinion letter.<br>
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2.2	In this opinion letter:
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Articles means the articles of association listed in paragraph 2.2 (Constitutional documents) of Schedule 2 (Reviewed documents).

Board Resolution means any document listed in paragraph 2.3 (Board resolutions) of Schedule 2 (Reviewed documents).

Current Excerpt means the document listed in paragraph 2.1.2 (Excerpts) of Schedule 2 (Reviewed documents).

Excerpt means any document listed in paragraph 2.1 (Excerpts) of Schedule 2 (Reviewed documents).

Form F-3 means the document listed in paragraph 3.1 (Form F-3) of Schedule 2 (Reviewed documents).

The public limited liability company Loyens & Loeff N.V. is established in Rotterdam and is registered with the trade register of the Chamber of Commerce in the Netherlands under number 24370566.

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AMSTERDAM •  BRUSSELS  •   •  LONDON  •  LUXEMBOURG  •  NEW YORK  •  PARIS  •  ROTTERDAM  •   •  TOKYO  •  ZURICH

Global Notes means any document listed in paragraph 3.3 (Global notes) of Schedule 2 (Reviewed documents)

Notes means the USD $1,000,000,000 5.400% notes due 2038, issued by the Opinion Party and unconditionally and irrevocably guaranteed by Embraer S.A., represented by the Global Notes.

Opinion Document means any document listed in paragraph 1 (Opinion documents) of Schedule 2 (Reviewed documents).

Opinion Party means Embraer Netherlands Finance B.V., registered with the Trade Register under number 63376431.

Prospectus Supplement means any document listed in paragraph 3.2 (Prospectus supplement) of Schedule 2 (Reviewed documents).

Registration Statement means the registration statement on Form F-3, filed with the SEC on 5 February 2025.

Resolutions means the Board Resolution and the Supervisory Board Resolution.

SEC means the U.S. Securities and Exchange Commission.

Securities Act means the U.S. Securities Act of 1933.

Supervisory Board Resolution means any document listed in paragraph 2.4 (Supervisory board resolutions) of Schedule 2 (Reviewed documents).

Trade Register means the trade register of the Chamber of Commerce in the Netherlands.

3	SCOPE OF INQUIRY
3.1	For the purpose of rendering this opinion letter, we have only examined and relied upon electronically<br>transmitted copies of the executed Opinion Documents, Global Notes and the other documents listed in Schedule 2 (Reviewed documents).
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3.2	We have not reviewed and express no opinion on any document incorporated by reference or referred to in the<br>Opinion Documents other than the documents referred to in paragraph 3.1.
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3.3	We have undertaken the following checks (the Checks) at the date of this opinion letter:<br>
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(a)	an inquiry at the Trade Register, confirming that no relevant changes were registered compared to the contents<br>of the Current Excerpt; and
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(b)	an inquiry at the Central Insolvency Register (Centraal Insolventieregister) confirming that the Opinion<br>Party is not listed with the Central Insolvency Register and not listed on the EU Registrations list with the Central Insolvency Register.
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4	NATURE OF OPINION
4.1	We only express an opinion on matters of Dutch law and the law of the European Union, to the extent directly<br>applicable in the Netherlands, in force on the date of this opinion letter, excluding unpublished case law, all as interpreted by Dutch courts and the European Court of Justice. We do not express an opinion on tax law, competition law, sanction laws<br>and financial assistance. The terms “the Netherlands” and “Dutch” in this opinion letter refer solely to the European part of the Kingdom of the Netherlands.
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4.2	Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact,<br>on the commercial and other non-legal aspects of the transactions contemplated by the Opinion Documents and on any representations, warranties or other information included in the Opinion Documents and any<br>other document examined in connection with this opinion letter, except as expressly stated in this opinion letter.
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4.3	In this opinion letter Dutch legal concepts are sometimes expressed in English terms and not in their original<br>Dutch terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. For the purpose of tax law a term may have a different meaning than for the purpose of<br>other areas of Dutch law.
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4.4	This opinion letter may only be relied upon under the express condition that any issue of interpretation or<br>liability arising hereunder will be governed by Dutch law and be brought exclusively before the competent court in Rotterdam, the Netherlands.
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4.5	This opinion letter is issued by Loyens & Loeff N.V. and may only be relied upon under the express<br>condition that any liability of Loyens & Loeff N.V. is limited to the amount paid out under its professional liability insurance policies. Individuals or legal entities that are involved in the services provided by or on behalf of<br>Loyens & Loeff N.V. cannot be held liable in any manner whatsoever.
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5	OPINIONS
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The opinions expressed in this paragraph 5 (Opinions) should be read in conjunction with the assumptions set out in Schedule 3 (Assumptions) and the qualifications set out in Schedule 4 (Qualifications). On the basis of these assumptions and subject to these qualifications and any factual matters or information not disclosed to us in the course of our investigation, we are of the opinion that as at the date of this opinion letter:

5.1	Corporate status

The Opinion Party has been duly incorporated and is validly existing as a besloten vennootschap met beperkte aansprakelijkheid (private limited liability company) under Dutch law.

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5.2	No insolvency

Based solely on the Current Excerpt and the Checks, the Opinion Party has not been granted a suspension of payments (surseanceverleend), declared bankrupt (failliet verklaard) or subjected to a public composition proceeding (openbaar onderhands akkoord) by a Dutch court.

5.3	Corporate power

The Opinion Party has the corporate power to conduct any business within the limits of its corporate objects as set forth in clause 3 of the Articles and to execute the Opinion Documents and the Global Notes, to offer and issue the Notes, and to perform its obligations thereunder.

5.4	Due authorisation

The Opinion Party has duly authorised with all requisite corporate action the execution of the Opinion Documents and the Global Notes and the offering, issuing and listing of the Notes.

5.5	Due execution

The Opinion Party has duly executed the Opinion Documents and the Global Notes.

5.6	No violation of Articles and law

The execution by the Opinion Party of the Opinion Documents and the Global Notes, and the offering and issue by the Opinion Party of the Notes and the performance by the Opinion Party of its obligations thereunder do not result in a violation of its Articles or of the provisions of any published law, rule or regulation of general application of the Netherlands which would affect the validity or enforceability of the Opinion Documents and the Notes.

5.7	Choice of law

The choice of law as contained in the Opinion Documents and the Global Notes is valid and binding under Dutch law.

5.8	Submission to jurisdiction

The submission to the jurisdiction of the courts as contained in the Opinion Documents and the Global Notes is recognised under Dutch law.

5.9	Enforcement of court decision

In the absence of an applicable treaty, a judgment rendered by a U.S. federal or New York State court (a Non-Treaty Court) will not be enforced by the courts in the Netherlands. In order to obtain a judgment which is enforceable in the Netherlands the claim must be relitigated before a competent Dutch court. A Dutch court will, under current practice, generally grant the same judgment without relitigation on the merits if (a) that judgment

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results from proceedings compatible with the Dutch concept of due process, (b) that judgment does not contravene public policy (openbare orde) of the Netherlands, (c) the jurisdiction of a Non-Treaty Court has been based on an internationally acceptable ground and (d) the judgment by a Non-Treaty Court is not incompatible with a judgment rendered between the same parties by a Dutch court, or with an earlier judgment rendered between the same parties by a non-Dutch court in a dispute that concerns the same subject and is based on the same cause, provided that the earlier judgment qualifies for recognition in the Netherlands.

5.10	Consents

No consent, approval, authorisation or other action by, or registration, or filing with, any Dutch governmental, regulatory or supervisory authority or body, is required in connection with the execution by the Opinion Party of the Opinion Documents and the Global Notes, the offering and issue by the Opinion Party of the Notes and the performance of its obligations thereunder.

6	ADDRESSEES
6.1	This opinion letter is an exhibit to the Registration Statement and may be relied upon solely for the purpose<br>of the registration of the Registration Statement in accordance with the Securities Act. It may not be supplied other than as an exhibit to (and therefore together with) the Registration Statement and may not be relied upon for any purpose other<br>than the registration.
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6.2	We consent to the filing of this opinion letter with the SEC as an exhibit to the Registration Statement and to<br>the reference to Loyens & Loeff N.V. in the Registration Statement under the heading ‘Legal Matters’. In giving this consent, we do not admit that we are a person whose consent is required under Section 7 of the Securities<br>Act or any rules and regulations promulgated by the SEC.
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Yours faithfully,
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Loyens & Loeff N.V.
/s/ Loyens & Loeff N.V.
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Schedule 1

OPINION ADDRESSEES

(1)	Embraer S.A.

Avenida Brigadeiro Faria Lima 2170

São José dos Campos

São Paulo, 12227-901

Brazil

(2)	Embraer Netherlands Finance B.V.

Jachthavenweg 109 C

1081 KM Amsterdam

The Netherlands

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Schedule 2

REVIEWED DOCUMENTS

1	OPINION DOCUMENTS
1.1	A New York law governed underwriting agreement in respect of the Notes dated 22 September 2025 between,<br>inter alios, the Opinion Party and the Underwriters (as defined therein).
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1.2	A New York law governed indenture in respect of the Notes dated 11 February 2025 between the Opinion Party<br>as issuer, Embraer S.A. as guarantor and the Bank of New York Mellon as trustee, registrar, transfer agent and paying agent (the Base Indenture).
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1.3	A New York law first supplemental indenture to the Base Indenture dated 11 February 2025 between the<br>Opinion Party as issuer, Embraer S.A. as guarantor and the Bank of New York Mellon as trustee, registrar, transfer agent and paying agent.
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1.4	A New York law second supplemental indenture to the Base Indenture dated 9 October 2025 between the<br>Opinion Party as issuer, Embraer S.A. as guarantor and the Bank of New York Mellon as trustee, registrar, transfer agent and paying agent.
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2	ORGANISATIONAL DOCUMENTS
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2.1	Excerpt s
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2.1.1	An excerpt of the registration of the Opinion Party in the Trade Register dated 3 February 2025.<br>
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2.1.2	An excerpt of the registration of the Opinion Party in the Trade Register dated 15 September 2025.<br>
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2.2	Constitutional documents
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The notarial deed of incorporation, including the articles of association of the Opinion Party dated 22 May 2015.

2.3	Board resolution s
2.3.1	The resolutions of the management board of the Opinion Party dated 5 February 2025 including a power of<br>attorney to each member of the management board, acting independently.
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2.3.2	The resolutions of the management board of the Opinion Party dated 1 September 2025 including a power of<br>attorney to each member of the management board, acting independently.
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2.4	Supervisory board resolution s
2.4.1	The resolutions of the supervisory board of the Opinion Party dated 5 February 2025.<br>
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2.4.2	The resolutions of the supervisory board of the Opinion Party dated 1 September 2025.<br>
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2.5	Other
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The resignation letter of Mrs. Elaine Maria de Souza Funo dated 31 January 2025.
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3	MISCELLANEOUS
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3.1	Form F-3
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The Form F-3 Registration Statement under the US Securities Act of 1933 with the SEC, including the prospectus, as filed by Embraer S.A. and the Company dated 5 February 2025.

3.2	Prospectus supplement
3.2.1	The preliminary prospectus supplement with respect to the Notes dated 22 September 2025 (the<br>Preliminary Prospectus Supplement).
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3.2.2	A pricing term sheet with respect to the Notes dated 22 September 2025, as a supplement to the Preliminary<br>Prospectus Supplement.
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3.2.3	The final prospectus supplement with respect to the Notes dated 22 September 2025.
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3.3	Global Notes
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3.3.1	A New York law global note No. 1 in respect of the Notes dated 9 October 2025 executed by the Opinion<br>Party as issuer.
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3.3.2	A New York law global note No. 2 in respect of the Notes dated 9 October 2025 executed by the Opinion<br>Party as issuer.
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Schedule 3

ASSUMPTIONS

The opinions in this opinion letter are subject to the following assumptions:

1	Documents
1.1	All original documents are authentic, all signatures (whether handwritten or electronic) are genuine and were<br>inserted or agreed to be inserted by the relevant individual, and all copies conform to the originals.
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1.2	All documents and the legal acts contained therein are accurate, complete, unmodified and not terminated<br>(unless modified by any other document reviewed for the purposes of this opinion letter).
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1.3	Each notarial deed is a valid notarial deed.
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2	Incorporation, existence and corporate power
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The Opinion Party has not been dissolved, merged involving the Opinion Party as disappearing entity, demerged, converted, terminated, granted a suspension of payments, declared bankrupt, subjected to any other insolvency proceedings or prohibited within the meaning of Section 2:20 (4) of the Dutch Civil Code (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Resolutions, the Checks and the Current Excerpt).

3	Corporate authorisations
3.1	The Resolutions have been made with due observance of the Articles and any applicable board regulations.<br>
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3.2	No member of the management board of the Opinion Party has a direct or indirect personal interest which<br>conflicts with the interest of the Opinion Party or its business in respect of the transactions contemplated by the Opinion Documents and the offering and issue of the Notes (although not constituting conclusive evidence thereof, this assumption is<br>supported by the contents of its Board Resolutions).
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3.3	No member of the supervisory board of the Opinion Party has a direct or indirect personal interest which<br>conflicts with the interest of the Opinion Party or its business in respect of the transactions contemplated by the Opinion Documents and the offering and issue of the Notes (although not constituting conclusive evidence thereof, this assumption is<br>supported by the contents of its Supervisory Board Resolutions).
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3.4	The Opinion Party has not established, not been requested to establish, nor is in the process of establishing<br>any works council (ondernemingsraad) and there is no works council, which
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has jurisdiction over the transactions contemplated by the Opinion Documents (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Board<br>Resolutions).
4	Execution
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The authority of the attorney (gevolmachtigde) to enter into the Opinion Documents and the Global Notes on behalf of the Opinion Party will not be affected by any rule of law (other than Dutch law) which under The Hague Convention on Agency 1978 applies or may be applied.

5	Other parties
5.1	Each party to the Opinion Documents, other than the Opinion Party, is validly existing under the laws by which<br>it is purported to be governed.
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5.2	Each party to the Opinion Documents, other than the Opinion Party, has all requisite power and capacity<br>(corporate and otherwise) to execute and to perform its obligations under the Opinion Documents and each Opinion Document has been duly authorised, executed and delivered by or on behalf of the parties thereto other than the Opinion Party.<br>
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6	Validity
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6.1	Under any applicable laws (other than Dutch law):
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(a)	each Opinion Document and the Notes constitute the legal, valid and binding obligations of the parties thereto,<br>which are enforceable against those parties in accordance with their terms; and
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(b)	the choice of law and submission to jurisdiction made in each Opinion Document and in the terms and conditions<br>of the Notes are valid and binding.
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6.2	The terms and conditions of the Notes will not be affected by any rule of law which applies or may be applied<br>to obligations arising under bills of exchange, cheques, promissory notes and other negotiable instruments.
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7	Regulatory
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7.1	The Opinion Party complies with the requirements to benefit from Section 3:2 of the Act on financial<br>supervision (Wet op het financieel toezicht).
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7.2	Each offer of the Notes and any and all invitations, offers, advertisements, publications and other documents<br>in which the offer of the Notes is announced, have been made in conformity with the provisions of the Opinion Documents, the Form F-3 and the Prospectus Supplement, the selling restrictions and, if applicable,<br>the exemption wording contained therein.
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Schedule 4

QUALIFICATIONS

The opinions in this opinion letter are subject to the following qualifications:

1	Insolvency

The opinions expressed herein may be affected or limited by the provisions of any applicable bankruptcy, suspension of payments, statutory composition proceeding, any intervention, recovery or resolution measure, other insolvency proceedings and fraudulent conveyance (actio Pauliana) and other laws of general application now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights.

2	Enforceability
2.1	The applicable law of an agreement governs the legality, validity and enforceability of an agreement. Subject<br>to the legality, validity and enforceability under the applicable law, as a result of the due execution of an agreement by a Dutch person, the obligations contained in such agreement become binding upon and enforceable against such Dutch person.<br>
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2.2	A Dutch legal entity may invoke the nullity of a transaction if the transaction is not within the objects of<br>such legal entity and the other parties to the transaction knew, or without independent investigation, should have known, that such objects were exceeded. In determining whether a transaction is within the objects of a legal entity all relevant<br>circumstances should be taken into account, including the wording of the objects clause of the articles of association and the level of (direct or indirect) benefit derived by the legal entity.
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3	Accuracy of Excerpts
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A Trade Register excerpt does not provide conclusive evidence that the facts set out therein are correct and complete. However, subject to limited exceptions, a company cannot invoke the incorrectness or incompleteness of its trade register registration against third parties who were unaware thereof.

4	Incorporation, existence and corporate power
4.1	The information obtained from the Checks does not provide conclusive evidence that a company has not been<br>granted a suspension of payments or declared bankrupt by a Dutch court nor does it provide any information regarding any other insolvency proceedings.
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4.2	Any dissolution, merger, demerger or conversion involving a company must be notified to the Trade Register.<br>However, proper registration is not a condition for a dissolution, merger, demerger or conversion to be effective. Therefore, the contents of a Trade Register excerpt do not provide conclusive evidence that a company has not been dissolved, merged,<br>demerged or converted.
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5	Powers of attorney
5.1	Each power of attorney or mandate to which Dutch law is applicable, whether or not irrevocable, will terminate<br>by force of law without notice, upon bankruptcy, and will cease to be effective in case of a suspension of payments or in the event of an intervention, recovery or resolution measure. To the extent that the appointment of a process agent would be<br>deemed to constitute a power of attorney or a mandate, this qualification would apply.
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5.2	A power of attorney to which Dutch law is applicable can be made irrevocable, provided that the scope of the<br>power of attorney concerns legal acts which are in the interest of the attorney or a third party. A power of attorney does not affect the authority of the principal to perform actions within the scope of such power of attorney itself.<br>
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5.3	A person is entitled to elect a domicile which is different from its physical or real domicile, if certain<br>conditions are met. However, we are not aware of any case law confirming that, for the purpose of service of process, a domicile located outside the Netherlands may be elected. In the event of initiating legal proceedings against a person domiciled<br>in the Netherlands, we recommend that service of process is also effected upon it at its domicile in the Netherlands.
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6	Dutch court proceedings
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6.1	A Dutch court may apply provisions of law other than the law chosen by the parties, pursuant to and subject to<br>the limitations under the EC Regulation (593/2008) on the law applicable to contractual obligations (Rome I) and the EC Regulation (864/2007) on the law applicable to non-contractual obligations (Rome II).<br>
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6.2	Notwithstanding any provision to the contrary, a Dutch competent court may assume jurisdiction in summary<br>proceedings (kort geding) if provisional measures are required in view of the interest of the parties. A Dutch court has the power or obligation to stay proceedings or decline jurisdiction if prior concurrent proceedings have been brought<br>elsewhere.
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6.3	Specific performance may not always be available.
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6.4	Any provision in an agreement permitting concurrent proceedings to be brought in different jurisdictions may<br>not be enforceable.
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6.5	A Dutch court may not assume jurisdiction or enforce a foreign judgment if it deems a choice of forum invalid.<br>On 27 February 2025, the Court of Justice of the European Union (CJEU) ruled that article 25(1) and (4) of the Regulation (EU) No. 1215/2012 of the European Parliament and of the Council of 12 December 2012 on Jurisdiction<br>and the Recognition and Enforcement of Judgments in Civil and Commercial Matters (the Brussels Ia Regulation) must be interpreted as meaning that an agreement conferring jurisdiction pursuant to which one of the parties thereto may only bring<br>proceedings before the sole courts that it designates whereas it permits the other party, to bring proceedings before, in addition to that court, any other competent court, is valid, in so far as (i) it designates courts<br>
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of one or several member states which are either members of the EU or parties to the Lugano Convention, (ii) it identifies objective factors which are sufficiently precise to enable the<br>court seised to ascertain whether it has jurisdiction, and (iii) it is not contrary to the provisions of articles 15, 19 or 23 of Brussels Ia Regulation and does not derogate from an exclusive jurisdiction pursuant to article 24 thereof.
6.6	It is uncertain whether upon the enforcement of a money judgment expressed in a<br>non-Dutch currency against assets situated in the Netherlands by way of an enforcement sale (executoriale verkoop), proceeds can be obtained in such non-Dutch<br>currency.
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6.7	If an action is instituted in the Netherlands for payment of a sum of money expressed in a non-Dutch currency, the claimant has the option to request a Dutch court to render judgment either in the lawful currency of the Netherlands or such non-Dutch currency. An<br>enforceable judgment in a non-Dutch currency may be enforced in the Netherlands either in such non-Dutch currency or, if enforcement purposes would so require, in the<br>lawful currency of the Netherlands. In either case, the applicable rate of exchange is the rate of exchange at which the claimant can purchase the sum payable in the non-Dutch currency without delay.<br>
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7	Regulatory
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Any dealer, arranger, selling agent or other person providing investment services in the Netherlands within the meaning of Section 2:96 of the Act on financial supervision (Wet op het financieel toezicht) must either be licensed or exempt under the Act on financial supervision.

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