FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

For the avoidance of doubt, this presentation contains certain information that has been shared by the
Company pursuant to confidentiality agreements with the Bondholders

Ad Hoc Group proposal

February 27, 2019

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Disclaimer

This presentation (the “Presentation”) sets forth indicative terms of a potential restructuring and certain related transactions concerning
Odebrecht Engenharia e Construção (“OEC” or the “Company”) and the Ad Hoc Group of Bondholders (the “Bondholders”) of the Company.
The Presentation is for discussion purposes only, is not legally binding in any way and does not constitute an offer to provide or accept the
transactions discussed herein. The information contained herein is shared for discussion purposes only and is not legally binding in any way.
The Presentation is not a complete list of all terms and conditions of the potential transactions described herein and is subject to material
change.

The Presentation and the potential undertakings contemplated herein are subject in all respects to the negotiation, execution, and delivery of
definitive documentation acceptable to the Bondholders and the Company. This Presentation is proffered in the nature of a settlement
proposal in furtherance of settlement discussions. Accordingly, The Presentation and the information contained herein are entitled to
protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable
rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. Until publicly disclosed upon
the prior written agreement of the Bondholders, this Presentation shall remain strictly confidential and may not be shared with any other party
or person without the consent of the Bondholders.

The regulatory, tax, accounting, and other legal, and financial matters and effects related to the Presentation or any related restructuring or
similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of the Presentation or related
transactions.

THIS PRESENTATION IS PROVIDED FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE (NOR SHALL IT BE
CONSTRUED AS) AN OFFER, AGREEMENT OR COMMITMENT TO ENTER INTO ANY DEFINITIVE DOCUMENTS, ANY BUSINESS
TRANSACTION OR A RELATIONSHIP. NOTHING IN THIS PRESENTATION IS INTENDED TO REPRESENT A COMMITMENT ON THE
PART OF THE BONDHOLDERS OR ANY OF THEIR AFFILIATES TO ENGAGE IN THE TRANSACTIONS CONTEMPLATED HEREIN
WITH ANY PERSON.

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Introduction

The Ad Hoc Group of Bondholders of Odebrecht Finance Ltd. (“OFL”) (the “Ad Hoc Group”) is pleased to present Odebrecht
Engenharia e Construção (“OEC” or the “Company”) with the enclosed non-binding term sheet (the “Proposal”)

 The Proposal contemplates major concessions from OFL bondholders including an extended PIK interest period and a 4 year extension of
all bond maturities, providing the Company with the necessary runway to execute its Business Plan

– OEC’s Business Plan, pro forma for the Proposal, indicates that no nominal haircut is necessary

– As such, under the Proposal, ODB S.A. (“ODB” or the “Shareholder”) retains control of OEC with no dilution to its equity upside

 The Proposal is predicated on support from ODB in the form of a cash infusion of US$375 million at closing of the debt restructuring which
considers, among other things:

– The net intercompany balance of US$2.2 billion1 payable from ODB and its affiliates to OEC and its affiliates as of September 30, 2018

– Satisfaction of the remainder of this balance is subject to negotiation

– The amount of dividends historically paid by OEC to ODB (in excess of US$400 million since 2008)

– Material credit support that OEC has provided to ODB, including six pledges on shares of Braskem S.A. that are indirectly owned by
OEC

– A pledge of such shares of Braskem S.A. in favor of OFL bondholders is an integral part of the Proposal

– The continued importance of OEC to the ODB Group

Note
1 Converted using BRL / USD FX as of 9/30/2018 of 3.99 655042 2
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Introduction (cont’d)

 ODB will pay all fines and penalties which it is obligated to pay, including but not limited to those associated with the Global Agreement

– The fulfillment by OEC of any material terms of the leniency agreements under which it is obligated to pay are subject to satisfactory
review by the Ad Hoc Group

 Time is of the essence

– Resolving the OFL debt default is likely a prerequisite to the Company being able to rebuild backlog

– The restructuring of OEC should be viewed on a standalone basis, without regard for any restructurings involving other subsidiaries of
the ODB Group

The Ad Hoc Group looks forward to engaging with OEC and the Shareholder on the basis of this Proposal. The Ad Hoc Group
firmly believes that announcing and closing the debt restructuring on an expedited timeframe, which it believes should be
implemented via an Extrajudicial Proceeding, will enable OEC to return to a path of strong profitability growth and is in the best
interests of all of the Company’s stakeholders

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Ad Hoc Group proposal

On the Effective Date, each series of OFL bonds comprised of the 7.000% Senior Notes due 2020, 5.125% Senior Notes due 2022,
6.000% Senior Notes due 2023, 4.375% Senior Notes due 2025, 5.250% Senior Notes due 2029, 7.125% Senior Notes due 2042 and
7.500% Perpetual Senior Notes (collectively, the “Existing Bonds”) shall be exchanged for a corresponding series of new bonds
(collectively, the “New Bonds”) subject to the following terms:

Ad Hoc Group proposal

Effective date  September 30, 2019

Issuer  Odebrecht Finance Ltd.

 OEC and its subsidiaries

Guarantors
 ODB S.A.

Exchange ratio  100% of par plus accrued including default interest

Maturity  Each series of New Bonds shall mature 4 years after the maturity of the corresponding series of Existing Bonds

For each series of New Bonds:

 From the Effective Date until December 31, 2021, at OFL’s option, cash interest at the contractual rate of the
Coupon
corresponding series of Existing Bonds (the “Cash Rate”) or PIK interest at a 2.5% premium to the Cash Rate
 Thereafter, cash interest at the Cash Rate

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Ad Hoc Group proposal (cont’d)

Ad Hoc Group proposal

 100% of cash in excess of US$150m

Excess cash sweep
 Mechanics TBD

Restrictions on dividends
and other intercompany /  No dividends or other restricted payments to be funded by OEC until the New Bonds have been repaid in full
affiliate transactions

Customary for restructured bonds, including but not limited to:

 Limitations on debt incurrence
Covenants, events of  Limitations on restricted payments and affiliate transactions
default and other
provisions  Limitations on asset sales
 Tightening of lien incurrence limitations
 Tightening of events of default

 Lien on shares of Braskem S.A.

Collateral
 Liens on any unencumbered assets of OEC and its subsidiaries

 ODB shall pay US$375 million to OEC on the Effective Date in partial satisfaction of the net US$2.2 billion intercompany
Cash infusion / balance due from ODB and its affiliates to OEC and its affiliates
intercompany debt
 Satisfaction of the remainder of the intercompany debt balance will be on terms TBD

 ODB shall pay all fines and penalties which it is obligated to pay, including but not limited to those associated with the
Global Agreement
Fines and penalties
 The fulfillment by OEC of any material terms of the leniency agreements under which it is obligated to pay are subject to
satisfactory review by the Ad Hoc Group

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Pro forma cash flows

The table below summarizes the pro forma cash flows resulting from the Proposal based on the Company’s Base Case Business
Plan and related materials presented to the Ad Hoc Group on February 8, 2019 (the “Business Plan”), subject to the footnotes set
forth below
Summary cash flow statement (US$ in millions)
'19E '20E '21E '22E '23E '24E '25E '26E '27E '28E '29E '30E '31E '32E '33E '34E '35E '36E '37E '38E '39E '40E

1
Operating cash flow $83 $63 $215 $333 $538 $401 $385 $419 $348 $389 $538 $488 $667 $476 $455 $567 $504 $673 $485 $392 $596 $618
(-) Total fines excluding estimated Global Agreement2 (120) (142) (165) (263) (174) (60) (67) (16) (4) (4) – – (24) (29) (52) (90) (62) (68) (74) (81) – (72)
Cash flow before debt service ($37) ($79) $50 $70 $364 $341 $318 $403 $344 $385 $538 $488 $643 $447 $403 $477 $442 $605 $411 $311 $596 $546

Cash interest (18) (18) (18) (255) (262) (259) (256) (251) (242) (238) (224) (210) (210) (210) (193) (176) (176) (176) (176) (176) (176) (176)
Principal payments3 – – – – – (97) – (182) (132) – (651) – – – (640) – – – – – – –
ODB cash infusion 375 – – – – – – – – – – – – – – – – – – – – –
∆ in cash $320 ($97) $32 ($185) $101 ($15) $62 ($31) ($30) $146 ($337) $278 $433 $237 ($431) $300 $265 $428 $234 $134 $420 $370

Beginning cash balance $76 $396 $299 $332 $147 $248 $233 $295 $265 $234 $381 $44 $322 $755 $991 $561 $861 $1,127 $1,555 $1,789 $1,924 $2,343
Ending cash balance 396 299 332 147 248 233 295 265 234 381 44 322 755 991 561 861 1,127 1,555 1,789 1,924 2,343 2,713

Memo:
Net debt $2,999 $3,393 $3,681 $3,876 $3,775 $3,693 $3,631 $3,479 $3,378 $3,232 $2,918 $2,640 $2,207 $1,970 $1,761 $1,460 $1,195 $767 $532 $398 ($22) ($391)
EBITDA 223 257 217 555 539 663 648 648 705 773 804 801 783 785 772 827 839 856 836 809 852 903
Net debt / EBITDA 13.5x 13.2x 17.0x 7.0x 7.0x 5.6x 5.6x 5.4x 4.8x 4.2x 3.6x 3.3x 2.8x 2.5x 2.3x 1.8x 1.4x 0.9x 0.6x 0.5x n.m. n.m.

Notes
1. Per the Business Plan
2. Reflects Business Plan adjusted to exclude estimated Global Agreement fines and penalties based on information that is publicly
available or was otherwise included in the Business Plan presentation provided by OEC to the Ad Hoc Group. Estimated Global
Agreement total fines and penalties are R$8.512 billion (US$2.278 billion) (inflation-adjusted) per the MPF Leniency Agreement, less
R$660 million (US$177 million) paid in 2017 and 2018 per the Business Plan. Global Agreement payments through 2022 reflect the
Company’s public Q3 2018 financial statements which state the first six annual payments are R$80 million (US$21 million). Remaining
payments illustratively assume the balance of R$7.532 billion (US$2.016 billion) is paid in equal annual installments of ~US$119 million
for the subsequent 17 years of the agreement. All figures converted using BRL / USD FX as of 2/27/2019 of 3.74
3. Assumes each series of New Bonds is paid in full at maturity. Figures do not reflect excess cash sweep

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Illustrative implied PVs

The tables below illustrate the PVs of the cumulative future interest and principal payments for each series of New Bonds at
discount rates ranging from 10% to 15%1

PV analysis (US$ in millions)

Discount rate Discount rate

Drivers
10% 11% 12% 13% 14% 15%
2020 7.000% notes $74 $71 $68 $65 $63 $60
2022 5.125% notes 123 116 110 104 98 93
2023 6.000% notes 90 84 79 75 71 66
2025 4.375% notes 379 352 326 303 282 263
2029 5.250% notes 358 326 297 272 249 229
2042 7.125% notes 698 626 564 510 465 425
Perp 7.500% notes 561 495 441 395 357 324
Total $2,283 $2,070 $1,885 $1,725 $1,585 $1,461

Implied PV of bonds on Effective Date as a percentage of face value2

Discount rate

10% 11% 12% 13% 14% 15%

2020 7.000% notes 93.8% 90.1% 86.6% 83.3% 80.1% 77.1%
2022 5.125% notes 79.7% 75.3% 71.2% 67.3% 63.7% 60.4%
2023 6.000% notes 82.4% 77.4% 72.9% 68.6% 64.7% 61.0%
2025 4.375% notes 67.9% 62.9% 58.4% 54.3% 50.5% 47.0%
2029 5.250% notes 66.3% 60.4% 55.1% 50.5% 46.3% 42.5%
2042 7.125% notes 75.4% 67.5% 60.8% 55.1% 50.2% 45.9%
Perp 7.500% notes 68.7% 60.7% 54.0% 48.4% 43.7% 39.6%
Weighted average 72.2% 65.6% 60.0% 55.1% 50.8% 47.1%

Notes
1 Does not reflect excess cash sweep
2 Based on 9/30/2019 principal balances 655042 7