Azul S A : EGM - Voting Ballot Notice

Time Sensitive

Materials

Depositary's Notice of

Extraordinary General Meeting

of Azul S.A. (the "Company")

ADSs:	American Depositary Shares.
ADS CUSIP No.:	05501U106.
ADS Record Date:	November 6, 2019.
Meeting Specifics:	Extraordinary General Meeting to be held on December 9,
	2019 at 10:00 A.M. (local time) at the Company's head-
	quarters, at Avenida Marcos Penteado de Ulhôa Rodrigues
	939, Edifício Jatobá, 8th floor, Castelo Branco Office Park,
	CEP 06460-040, in the City of Barueri, State of São Paulo,
	Brazil (the "Meeting").
Meeting Agenda:	All documentation pertaining to the matters to be discussed
	in the Meeting are available to shareholders on the
	Company's investor relations website,
	www.voeazul.com.br/IR, and select Corporate Governance
	/ Shareholders Meeting.
ADS Voting Instructions	On or before 10:00 A.M. (New York City time) on
Deadline:	December 4, 2019.
Deposited Securities:	Preferred shares (the "Shares"), without par value, of the
	Company.
ADS Ratio:	3 Share to 1 ADS.
Depositary:	Citibank, N.A.
Custodian of
Deposited Securities:	Banco Bradesco S.A.
Deposit Agreement:	Deposit Agreement, dated as of April 7, 2017, by and
	among the Company, the Depositary, and all Holders and
	Beneficial Owners of ADSs.

To be counted, your Voting Instructions need to be received by the

Depositary prior to 10:00 A.M. (New York City time) on

December 4, 2019.

The Company will be holding the Meeting at the date, time, and location identified above. Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete, and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Estatuto Social of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder's ADSs in accordance with such voting instructions.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

If (i) the Company made a timely request to the Depositary and (ii) no timely voting instructions are received by the Depositary from a Holder with respect to the Deposited Securities represented by such Holder's ADSs on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company with respect to such Deposited Securities and the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Estatuto Social of the Company and the provisions of the Deposited Securities, to give or cause the Custodian to give a discretionary proxy to a person designated by the Board of Directors of the Company to vote such Deposited Securities; provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Board of Directors of the Company informs the Depositary that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares.

Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

The information contained herein with respect to the Meeting have been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company, and the Depositary are set forth in its entirety in the Deposit Agreement and summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.

If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at 877-CITI-ADR(877-248-4237).

Citibank, N.A., as Depositary