Azul S A : Board of Director's Meeting Minutes - 1Q24 Financial Statements, Capital Increase and Repurchase Plan

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 MAY 10, 2024

1. Date, Time and Place: Held on May 10, 2024, at 4 p.m., exclusively digitally, with the electronic votes filed at the headquarters of Azul S.A. ("Company"), located at Av. Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo.
2. Call and Attendance: Call notice dismissed according to Article 17, paragraph 2nd of the Company's Bylaws, due to the remotely attendance of all members of the Board of Directors.
3. Chair: David Gary Neeleman - Chairman; Raphael Linares Felippe - Secretary.
4. Agenda: To discuss and decide on the following matters:
5. 1. individual and consolidated quarterly financial statements of the Company for the first quarter of 2024, together with the independent auditor's report, as approved by the Audit Committee;
   2. increase of the capital stock of the Company, within the limit of its authorized capital, through the issuance of preferred shares resulting from the exercise of stock options of the Company from January to March 2024, under (b.1)the First Program of the Company's Stock Option Plan approved at the Shareholders' Meeting held on December 11, 2009, as amended at the Shareholders' Meeting held on July 1, 2013 ("First SOP"); and (b.2)the Sixth Program of the Company's Second Stock Option Plan, which was approved at the Shareholders' Meeting held on June 30, 2014 ("Second SOP");
   3. the Company's repurchase plan of up to one million and three hundred thousand (1,300,000) preferred shares issued by the Company to be held in treasury and subsequently used to meet the Company's obligations under its Restricted Share Units Plans;
   4. the authorization for the Company and Azul Linhas Aéreas Brasileiras S.A. ("ALAB") to provide guarantees of aval in each and all of the promissory notes issued by Azul Investments LLP ("Azul LLP"), governed by the laws of Brazil, on an irrevocable and irreversible basis, as jointly and severally liable guarantors for the faithful, punctual and full payment and fulfillment of any and all obligations undertaken in the referred promissory notes, to be issued for each

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disbursement to be made by Citibank (as defined below) to Azul LLP, under the Credit Agreement referred to in Item (e)of the Agenda ("Guarantees"), as follows;

1. the approval for the execution, by the Company, Azul LLP, ALAB and Citibank, NA ("Citibank"), of a Credit Agreement, governed by the Laws of New York, whereby Citibank has agreed to provide to Azul LLP a credit facility guaranteed by the Company and ALAB, as referred to in Item (d)of the Agenda, in the aggregate amount of up to two hundred and nine million, two hundred and eighty-eight thousand, eight hundred and fifty-eight US Dollars (USD 209,288,858) ("Credit Agreement"), which will be made available by Azul LLP to ALAB as a loan, to finance up to 75% of the total amount of the TrueChoiceTM Overhaul Agreement, Number 1-1053748, dated as of September 16, 2022 ("Services Agreement"), entered into between ALAB, GE Engine Services, LLC and GE Celma Ltda., for the maintenance, repair and overhaul of ALAB's engines;
2. the approval for the execution, by Azul LLP and ALAB, of a Loan Agreement (Intercompany), governed by Brazilian laws, whereby Azul LLP will provide to ALAB a loan facility in an aggregated amount of up to two hundred and nine million, two hundred and eighty-eight thousand, eight hundred and fifty-eight US Dollars (USD 209,288,858), to finance up to 75% of the total amount of the Services Agreement, for the maintenance, repair and overhaul of ALAB's engines ("Intercompany Loan Agreement"); and
3. the authorization for the Company's Executive Board to define all the terms and conditions of the Credit Agreement and the Intercompany Loan Agreement and to execute all the relevant agreements and documents deemed necessary under the Credit Agreement and/or the Intercompany Loan Agreement.
   5. Resolutions: Once the meeting was installed and after discussing the matters on the agenda, the members of the Company's Board of Directors decided, by unanimous vote and without any reservations, the following:

1. To approve the individual and consolidated quarterly financial statements of the Company for the first quarter of 2024 ended on March 31, 2024, together with the independent auditor's report issued by Ernst & Young Auditores Independentes S.S., related to such period, according to the favorable opinion issued by the Company's Audit Committee on the date hereof.
2. As a result of the exercise of stock options of the Company and subject to the limit of its authorized stock capital, to approve the increase of the capital stock of the Company through the issuance of the total amount of three thousand (3,000) preferred shares, among which (b.1)two thousand (2,000) preferred shares are issued under the First Program of the First SOP at the issuance price of three Reais and forty-two cents (R$ 3.42) per share; and (b.2)one thousand (1,000) preferred shares are issued under the Sixth Program of the Second SOP at the issuance price of eleven Reais and seven cents (R$ 11.07) per share, both pursuant to the subscription

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bulletins filed at the headquarters of the Company. Such new preferred shares shall have, as of the issuance date, the same characteristics, and conditions as the current preferred shares, including the rights to dividends and other equity payments that may be distributed by the Company.

In view of the decision above, the capital stock of the Company will increase fromtwo billion, three hundred and fifteen million, six hundred and nine thousand, nine hundred and eighty-two Reais and sixty-eight cents (R$ 2,315,609,982.68) totwo billion, three hundred and fifteen million, six hundred and twenty-seven thousand, eight hundred and ninety-two Reais and sixty-eight cents (R$ 2,315,627,892.68), an increase, therefore, in the amount of seventeen thousand, nine hundred and ten Reais (R$ 17,910.00), divided into one billion, two hundred and sixty-four million, seven hundred and fifteen thousand, eight hundred and fifty-four (1,264,715,854) shares, all registered and without par value, out of which (i) nine hundred and twenty-eight million, nine hundred and sixty-five thousand and fifty-eight (928,965,058) are common shares; and (ii) three hundred and thirty-five million, seven hundred and fifty thousand, seven hundred and ninety-six (335,750,796) are preferred shares. The Board of Directors shall timely submit to the Company's General Shareholders' Meeting the proposal to amend article 5, caput of the Bylaws, to address the new capital stock.

1. To approve the repurchase plan of up to one million and three hundred thousand (1,300,000) preferred shares issued by the Company, pursuant to Article 19, item XXVI of the Company's Bylaws, in order to keep them in treasury for later compliance with part of the Company's obligations under its first Restricted Share Units Plan, its Second Restricted Share Units Plan, as applicable, as well as under any other long term incentive plans of the Company approved by the Shareholders' Meeting.
2. To authorize the granting of the Guarantees by the Company and ALAB.
3. To approve the execution by the Company, Azul LLP, ALAB and Citibank of the Credit Agreement.
4. To approve the execution by the Azul LLP and ALAB of the Intercompany Loan Agreement.
5. To approve the authorization for (g.1)the Company's Executive Board to define all the terms and conditions of the Credit Agreement and the Intercompany Loan Agreement; (g.2)the Executive Board of the Company, ALAB and Azul LLP and/or attorneys-in-fact duly appointed by them, to execute all relevant agreements and documents deemed necessary under the Credit Agreement and/or the Intercompany Loan Agreement and all other documents required for the purposes of such documents, including, but not limited to, the disbursements requests; and (g.3)the Executive Board of the Company, ALAB and Azul LLP to indicate Alexandre Wagner Malfitani, married, bearer of the Identity Card (RG) No. 15.128.472, enrolled with the Brazilian Individual

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Taxpayers' Registry ("CPF/MF") under No. 131.854.718-06; Raphael Linares Felippe, married, bearer of the Identity Card (RG) No. 35.194.893-4, enrolled with the CPF/MF under No. 230.671.648-06; and/or Thais Vieira Haberli, married, bearer of the Identity Card (RG) No. 32.823.390-0, enrolled with the CPF/MF under No. 325.691.848-45, as attorneys-in-fact, to represent the Company, ALAB and Azul LLP in the execution of the Credit Agreement, the Intercompany Loan Agreement and the other agreements and documents indicated in Items (g.2) and (g.3)above.

The Executive Board of the Company is authorized to take all provisions and to perform any and all acts necessary for the implementation of the resolutions approved herein, including, but not limited to, attending and representing the Company at ALAB Shareholders' Meetings, for the approval of the execution of the Credit Agreement, the Intercompany Loan Agreement and for the granting of the Guarantees, with the acts already performed by the Executive Board being ratified by the Board of Directors, in this regard.

6. Closing and Drawing-upof the Minutes: There being no further business to discuss, the meeting was closed and adjourned for the necessary time to drawn up the minutes, which, after reopening the meeting, were read, approved and signed by all those present. Chair: David Gary Neeleman - Chairman; and Raphael Linares Felippe - Secretary. Members of the Board of Directors present: David Gary Neeleman, Sergio Eraldo de Salles Pinto, Carolyn Luther Trabuco, Daniella Marques Consentino, Michael Paul Lazarus, Décio Luiz Chieppe, Renan Chieppe, José Mario Caprioli dos Santos, Gilberto de Almeida Peralta, Patrick Wayne Quayle, Peter Allan Otto Seligmann e Renata Faber Rocha Ribeiro.

These minutes are a faithful copy of the original drawn up in the proper book.

Barueri, May 10, 2024.

_______________________________

Raphael Linares Felippe

Secretary

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