Azul S A : Board of Directors' Meeting Minutes - Related Parties Policy, Capital Increase, 3Q19 Financial Statements, TAP JV

Transportes Aéreos Portugueses, S.A. ("TAP"), regarding a "Non-CorporateJoint Venture" directed

AZUL S.A.

Publicly-held Company

Corporate Taxpayers' Registry (CNPJ/MF) No. 09.305.994/0001-29

Board of Trade (NIRE): 35.300.361.130

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON NOVEMBER 05, 2019

1. Date, time and place: November 05, 2019, at 11:00 a.m., at the headquarters of the Company, located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8º andar, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, CEP 06460-040, in the city of Barueri, State of São Paulo.
2. Call Notice and Attendance:Call notice was given to all members of the Board of Directors, pursuant to Article 17 of the Bylaws, and the majority of the members of the Board of Directors attended the meeting , in person or remotely, and expressly voted through letter, facsimile or digitally certified e-mail, pursuant to Article 17, Paragraph 1, of the Bylaws.
3. Board: Chairman: David Gary Neeleman; Secretary: Joanna Camet Portella.
4. Agenda: To pass a resolution on: (A) the approval of the amendments to the Related Parties Policy as approved at the Board of Directors Meeting on November 08, 2017; (B) the increase of the capital stock of the Company, within the limits of its authorized capital, through the issuance of preferred shares resulting from the exercises of stock options of the Company from April to June, 2019, under the Stock Options Plan of Azul S.A. ("First Plan"), and the Second Stock Options Plan of Azul S.A. ("Second Plan"), as approved, respectively, by the General Shareholders'
   Meetings held on December 11, 2009 and July 30, 2014, as amended; (C) the individual and consolidated Financial Statements for the 2019 third quarter ended September 30, 2019, together with the independent auditor's report on the quarterly information related to such period; (D) pursuant to article 19, XVII, of the Company's Bylaws, approve the execution of a Cooperation Agreement to be carried out between Azul Linhas Aéreas Brasileiras S.A. ("ALAB")

and

to offer joint air transport services; and (E) the Management's Proposal to be submitted to the next Shareholders' Meeting of the Company.

5. Unanimous Resolutions:The meeting was installed and after discussing the matters of the agenda, the board members in attendance unanimously and without any restrictions decided to approve:

1. the amendments to the Related Parties Policy that shall read as per the Annex I attached hereto;

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1. as a result of the exercises of stock options of the Company, within the limits of its authorized capital, approve the increase of the capital stock of the Company, through the issuance of 244,337 preferred shares, out of which (i) 36,910 shares are issued at the issue price of R$3.42 per share, as set forth in the First Program of the First Plan; (ii) 3,500 shares are issued at the issue price of R$6.44 per share, as set forth in the Second and Third Programs of the First Plan; (iii) 44,624 shares are issued at the issue price of R$15.16 per share, as set forth in the Second Plan, (iv) 42,317 preferred shares are issued at the issue price of R$17.27 per share, as set forth in the Second Plan; (v) 70,385 shares are issued at the issue price of R$19.37 per share, as set forth in the Second Plan; and (vi) 46,601 shares are issued at the issue price of R$22.57 per share, as set forth in the Second Plan, pursuant to the subscription bulletins filed at the headquarters of the Company. The preferred shares shall have, from the issuance date, the same characteristics and conditions of the preferred shares which are already in existence, including the rights to dividends and equity payments that may be eventually distributed by the Company.

As a result of the foregoing resolution, the amendment of the capital stock of the Company, which shall raise from the current R$ 2.236.620.922,17 (two billion, two hundred and thirty-six million, six hundred and twenty thousand, nine hundred and twenty-two Brazilian Reais and seventeen centavos) toR$ 2,240,592,150.82 (two billion, two hundred and forty million, five hundred and ninety-two thousand, one hundred and fifty Brazilian Reais and eighty two centavos), divided into 1,258,324,778 (one billion, two hundred and fifty-eight million, three hundred and twenty-four thousand, seven hundred and seventy-eight) shares, out of which 928,965,058 (nine hundred and twenty-eight million, nine hundred and sixty-five thousand, fifty-eight) are common shares and 329,359,720 (three hundred and twenty-nine million, three hundred and fifty-nine thousand, seven hundred and twenty) are preferred shares, all registered and without par value.

The Board of Directors shall submit to the General Shareholders' Meeting the proposal of amendments to Articles 5, caput, and 6, caput, of the Bylaws, to reflect the new capital stock and the outstanding authorized capital.

1. the individual and consolidated Financial Statements for the 2019 third quarter ended September 30, 2019, together with the independent auditor's report issued by Ernst &
   Young Auditores Independentes S.S., without any restrictions, and in accordance with the Audit Committee's favorable opinion.
2. the totality of board members in attendance (except David Gary Neeleman), unanimously and without any restrictions decided, to approve the execution of the Cooperation Agreement to be carried out between Azul Linhas Aéreas Brasileiras S.A.
   ("ALAB") and Transportes Aéreos Portugueses, S.A. ("TAP"), regarding a "Non-Corporate Joint Venture" directed to offer joint air transport services. Additionally, pursuant to article 32(e)(II) of the Company Bylaws, the Governance Committee has expressed its

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favorable opinion regarding the Transaction hereby approved considering the benefits that such Transaction will bring to the Company.

1. the Management's Proposal to be submitted to the Ordinary and Extraordinary Shareholders' Meetings to be held on December 09, 2019, at the Company's headquarters.

The Board of Executive Officers of the Company is hereby authorized to take all measures and practice all acts required to implement the resolutions hereby approved and the Board of Directors ratifies the relevant acts already practiced by the Board of Executive Officers.

6. Drafting and Reading of the Minutes: With nothing further to discuss, the works were closed and the meeting was adjourned for the time required to draft these minutes. The meeting was resumed and these minutes were read, approved, and signed by all members in attendance. (signatures) Board: David Gary Neeleman - Chairman; and Joanna Camet Portella - Secretary. Members of the Board of Directors: David Gary Neeleman, Sergio Eraldo de Salles Pinto, Michael Paul Lazarus, Carolyn Luther Trabuco, Gelson Pizzirani, Renan Chieppe, José Mario Caprioli dos Santos, Henri Courpron, John Gebo e Gilberto de Almeida Peralta.

This is a true copy of the original minutes drawn up in the minutes book.

Barueri, November 05, 2019.

David Gary Neeleman	Joanna Camet Portella
Chairman	Secretary

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ANNEX I

TO THE BOARD OF DIRECTORS MEETING

HELD ON NOVEMBER 05, 2019

RELATED-PARTY TRANSACTIONS POLICY

OF

AZUL S.A.

____________________________________

Approved at the Meeting of the Board of Directors of AZUL S.A. held on

November 05, 2019.

____________________________________

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		Related-Party Transactions Policy of Azul S.A.
Table of Contents
CHAPTER 1 - PURPOSE ......................................................................................................	6
CHAPTER 2 - DEFINITIONS ................................................................................................	6
CHAPTER 3 - IDENTIFICATION OF POTENTIAL RELATED-PARTY TRANSACTIONS .............	7
CHAPTER 4 - APPROVAL OF RELATED-PARTY TRANSACTIONS .........................................	8
CHAPTER 5 - PROHIBITED RELATED-PARTY TRANSACTIONS ............................................	9
CHAPTER 6	- EXEMPT RELATED-PARTY TRANSACTIONS.................................................	10
CHAPTER 7	- IMPEDIMENTS............................................................................................	10
CHAPTER 8	- PROCEDURE FOR NON-APPROVED TRANSACTIONS .................................	11
CHAPTER 9	- RELATED-PARTY TRANSACTIONS REVIEW .................................................	11
CHAPTER 10	- DISCLOSURE OF RELATED-PARTY TRANSACTIONS ..................................	11
CHAPTER 11	- PENALTIES ................................................................................................	11
CHAPTER 12	- POLICY UPDATE........................................................................................	12
CHAPTER 13	- TERM........................................................................................................	12

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