São Paulo, June 15, 2020 - Odebrecht Engenharia e Construção S.A. (“OEC” and, together with certain of its subsidiaries the “Company”) is seeking approval (the “Consent Solicitation”) for the filing of an extrajudicial reorganization plan (the “Extrajudicial Reorganization Plan”) in Brazil to restructure the obligations of OEC, CNO S.A. (“CNO”, formerly known as Construtora Norberto Odebrecht S.A.) and OECI S.A. (“OECI”, formerly known as Odebrecht Engenharia e Construção Internacional S.A.) in respect of the (i) 7.00% Senior Notes due 2020, (ii) 5.125% Notes due 2022, (iii) 6.00% Notes due 2023, (iv) 4.375% Notes due 2025, (v) 5.250% Notes due 2029, (vi) 7.125% Notes due 2042, and (vii) 7.500% Perpetual Notes (collectively, the “Existing Notes”), in each case issued by Odebrecht Finance Ltd. (“OFL”) and guaranteed by OEC, CNO and OECI upon the terms and subject to the conditions set forth in the consent solicitation statement dated June 15, 2020 (the “Consent Solicitation Statement” and the restructuring transaction contemplated thereby, the “Restructuring”). OFL’s obligations under the Existing Notes are being restructured through a separate proceeding.

The Company intends to continue its operations and honor obligations to its trade creditors in the ordinary course of business.

The Consent Solicitation follows the earlier announcement made by the Company on Friday, August 30, 2019 regarding an agreement in principle that the Company and the ad hoc group of holders of the Existing Notes (the “Ad Hoc Group”) reached at that time with respect to material terms of the Restructuring (the “August Restructuring Announcement”). In the Company’s view, the Consent Solicitation is a critical step for the Company’s efforts to strengthen its capital structure and restructure its financial indebtedness in order to overcome its liquidity challenges.  To that end, contemporaneously with the launch of the Consent Solicitation, the Company has entered into a restructuring support agreement with the members of the Ad Hoc Group (the “Restructuring Support Agreement”), pursuant to which such institutions have agreed (in accordance with, and subject entirely to the terms and conditions of, the Restructuring Support Agreement) to support the Restructuring and deliver consents under the Consent Solicitation.

The Company is only seeking approval through the Consent Solicitation from holders of the Existing Notes who are (A) either (i) qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, or (ii) if located outside the United States, non-US persons, as defined in Regulation S under the Securities Act of 1933; provided, that any holder described in clause (i) or (ii) that is a resident in a Member State of the European Economic Area or the United Kingdom must also be (a) a qualified investor (within the meaning of the Prospectus Regulation (EU) 2017/1129, as amended, and of the Luxembourg law of July 16, 2019 on prospectuses for securities, as amended) that is not a retail investor and, (b) in addition, if located in the United Kingdom (b.1) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b.2) a high net worth entity or other person falling within Article 49(2)(a) to (d) of the Order or (b.3) a person to whom the Consent Solicitation Statement may otherwise be lawfully communicated under the Order (each, a “Relevant Person”), and (B) not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any of its affiliates, or a related party to the Guarantors pursuant to article 43 of Brazilian Law No. 11.101/2005 (each an “Eligible Holder”). No consent fee has been paid or will be paid by the Company in connection with the approval of the Extrajudicial Reorganization Plan.

Eligible Holders as of the close of business New York City time, on June 8, 2020 (the “Record Date”) can deliver their approval for the Extrajudicial Reorganization Plan to their DTC Participant (defined below), and authorize Epiq Corporate Restructuring, LLC (the “Information Agent”) to execute and deliver the Extrajudicial Reorganization Plan on their behalf, by executing the beneficial owner consent form attached to the Consent Solicitation Statement (the “Beneficial Owner Consent Form”) and causing their authorized participant in The Depository Trust Company (a “DTC Participant”)) to relay the required details in a master consent form to be provided automatically by the Information Agent to the relevant DTC Participants (the “Master Consent Form”). The Master Consent Form shall be delivered to the Information Agent accompanied by (i) the Beneficial Owner Consent Forms received (and/or authentication number) and (ii) an incumbency certificate, medallion guarantee stamp or corporate documentation copies, evidencing such DTC Participant’s authority to execute the Master Consent Form (the “Incumbency Documentation”) by 5:00 p.m., New York City time, on July 29, 2020 (the “Consent Deadline”), unless extended by the Company pursuant to the terms set forth in the Consent Solicitation Statement. The approval of the Extrajudicial Reorganization Plan is conditioned upon, among other things, receipt of valid consents of at least 60%, or such lower percentage as may be permitted under the Federal Law No. 11,101/2005, as may be amended from time to time (the “Brazilian Bankruptcy Law”), in the aggregate outstanding amount of principal and accrued and unpaid interest of the Existing Notes (the “Required Consents”) by the Consent Deadline.  As soon as the Company receives confirmation of support of the Required Consents, it shall have the right to immediately terminate the Consent Solicitation.  Any consent granted by any Eligible Holder under the terms of the Consent Solicitation, cannot thereafter be revoked by such Eligible Holder except as otherwise expressly provided in the Consent Solicitation Statement.

Eligible Holders that wish to obtain additional information with respect to the Extrajudicial Reorganization Plan, including accessing the Consent Solicitation Statement (including other documents related to the Extrajudicial Reorganization Plan) and the Beneficial Owner Consent Form (the “Consent Solicitation Documentation”), should email the Information Agent at tabulation@epiqglobal.com including the word “OEC” in the subject line)  and take the appropriate steps to be granted access to the Consent Solicitation Documentation by completing and returning an eligibility letter (the “Eligibility Letter”) to the Information Agent. Otherwise, Eligible Holders are expected to receive from their DTC Participants instructions with respect to the Consent Solicitation Documentation.  In order to gain access to such Consent Solicitation Documentation, holders of the Existing Notes will have to complete and return the Eligibility Letter to the Information Agent, in order to certify that they qualify as Eligible Holders.  ELIGIBLE HOLDERS WILL NOT AUTOMATICALLY RECEIVE THE CONSENT SOLICITATION DOCUMENTATION AND MUST AFFIRMATIVELY TAKE STEPS TO RECEIVE THEM BY EMAILING THE INFORMATION AGENT AT TABULATION@EPIQGLOBAL.COM AND TAKING THE APPROPRIATE FURTHER STEPS, AS DIRECTED BY THE INFORMATION AGENT.  

THIS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION (I) OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR (II) TO VOTE ON ANY RESTRUCTURING PLAN, AND IT DOES NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.  SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SOLICITATION OF CONSENT WITH RESPECT TO ANY EXISTING NOTES.  THE CONSENT SOLICITATION IS BEING MADE SOLELY BY THE CONSENT SOLICITATION STATEMENT AND RELATED MATERIALS WHICH SET FORTH A DETAILED STATEMENT OF THE TERMS AND CONDITIONS OF THE CONSENT SOLICITATION, THAT MAY BE OBTAINED FROM THE INFORMATION AGENT AND ONLY PROVIDED TO SUCH PERSONS AND IN SUCH JURISDICTIONS AS IS PERMITTED UNDER APPLICABLE LAW. THE CONSENT SOLICITATION IS BEING DISTRIBUTED TO, AND IS DIRECTED ONLY AT, PERSONS IN THE UNITED KINGDOM IN CIRCUMSTANCES WHERE SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 DOES NOT APPLY.  THE SECURITIES UNDER THE CONSENT SOLICITATION ARE NOT AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR IN THE UNITED KINGDOM.  

THE CONSENT SOLICITATION STATEMENT CONTAINS IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE CONSENT SOLICITATION. THE GUARANTORS ARE CONDUCTING THE CONSENT SOLICITATION ONLY BY, AND PURSUANT TO THE TERMS AND CONDITIONS OF, THE SOLICITATION STATEMENT.

NO ASSURANCES CAN BE GIVEN THAT THE COMPANY WILL BE ABLE TO SUCCESSFULLY EXECUTE AN EXTRAJUDICIAL REORGANIZATION PLAN.