Azul S A : Board of Director's Meeting Minutes - Management's Proposal, Members Election, Extra-Audit Services

AZUL S.A.

Publicly-held Company

Corporate Taxpayers' Registry (CNPJ/MF) n. 09.305.994/0001-29

Board of Trade (NIRE) 35.300.361.130

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON SEPTEMBER 13, 2023

1. Date, Time and Place: Held on September 13, 2023, at 5:00 p.m., exclusively digitally, with the electronically votes filed at the headquarters of Azul S.A. ("Company"), located at
   Avenida 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 was dismissed pursuant to Article 17, paragraph 2 of Company's bylaws, in view of the attendance of all the members of the Board of Directors, remotely.
3. Meeting Board: David Gary Neeleman - Chairman; Raphael Linares Felippe - Secretary.
4. Agenda: To decide on:

1. to call the Company's shareholders to hold a Company's Extraordinary General
   Shareholder's Meeting ("EGSM");
2. the prior opinion regarding the resignation letter delivered by alternate member of the Company's Fiscal Council;
3. the prior opinion regarding the nomination of a candidate for the position of alternate member of the Company's Fiscal Council, in view of the aforementioned resignation letter;
4. the prior opinion on the appointment of a new female member to join the Company's Board of Directors;
5. the ratification of the engagement of Ernst & Young Auditores Independentes S.A. ("EY") for the purposes of providing audit and review services under the offer of senior secured first out notes by a Company's subsidiary, due in 2030, in the Singapore Stock Exchange (Singapore Exchange Securities Trading Limited - SGX ST), according to the Rule 144A and Regulation S of the Securities Act ("Notes 2030"); and
6. the submission of the Management's Proposal to the EGSM.

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5. Resolutions: The meeting was installed and after discussing the matters on the Agenda, the members of the Board of Directors unanimously decided without reservations, as follows:

1. approve the calling of the Company's shareholders to attend the EGSM to be held on October 4, 2023, at 11:00 a.m., according to the call notice disclosed and published on the date hereof, pursuant to Article 124, §1, item II, of the Brazilian Corporation Law No. 6,404, dated as of December 15, 1976, as amended;
2. express, pursuant to Article 19, item XIV, of the Company's Bylaws, a prior favorable opinion to be considered and resolved at the EGSM, regarding the acceptance of the resignation request from the position of alternate member of the Company's Fiscal Council, presented by Mr. Joelmir Silvestre Baumgratz, Brazilian, married, Administrator, bearer of identity card RG No. 60.305.408-X, registered with the
   Individual Taxpayers' Registry of the Ministry of Finance ("CPF/ME") under No. 030.565.739-98, for which he was elected at the time of the Ordinary and Extraordinary Shareholder's Meetings of the Company, jointly held on April 28, 2023, according to the resignation letter filed at the Company's headquarters;
3. in view of the above resignation letter, express, pursuant to Article 19, item XIV, of the Company's Bylaws, a prior favorable opinion regarding the appointment of Mr. Fernando de Camargo Penteado, Brazilian, accountant and lawyer, with professional Identity Card (CRC/SP) under No. 1SP285631/O-0, registered with the CPF/ME under No. 298.062.708-94, with business address at Avenida 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, Brazil, as a candidate for the vacant position, so that, upon resolution at the aforementioned EGSM, the formalization of the election of a new alternate member of the Company's Fiscal Council, pursuant to Article 33, paragraph 4th, of the Company's Bylaws;
4. in connection with the Company's commitment to make efforts to expand diversity and promote gender equality at all levels of its organizational structure, express, pursuant to Article 19, item XIV, of the Company's Bylaws, a prior favorable opinion regarding the appointment of Ms. Daniella Marques Consentino, Brazilian, married, Administrator, bearer of identity card RG No. 10.805.322-4 - Detran/RJ, registered with the CPF/ME under No. 085.503.657-50, with business address at Avenida 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, Brazil, as an independent member of the Company's Board of Directors, pursuant to Article 11, item "c" of the Company's Bylaws, so that the Company's Board of Directors will now be composed of twelve members, in accordance with the favorable opinion of the Company's ESG Committee, issued on the date hereof;
5. ratify and approve the Company's engagement of EY, dated as of September 11, 2023, for the provision of audit services and review of listing details, as well as for the provision

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of authorization in relation to the incorporation of the issued audit report for the Company's consolidated financial statements for the year ended December 31, 2022, within the scope of the issuance of the 2030 Notes; and

1. approve the submission of the Management's Proposal to the EGSM, including the matters subject to vote by the Company's Shareholders.

Finally, 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. Additionally, the Board of Directors ratifies the main measures already taken by the Board of Executive Officers in connection with the matters approved above.

6. Closing and Drawing-upof the Minutes: There being nothing further to transact, the meeting was closed and adjurned for the necessary time to drawn up these minutes, which, reopening the session, were read, approved by those presents and signed. Meeting Board: David Gary Neeleman - Chairman; and Raphael Linares Felippe - Secretary. Members of the Board of Directors: David Gary Neeleman, Sergio Eraldo de Salles Pinto, Carolyn Luther Trabuco, Michael Paul Lazarus, José Mario Caprioli dos Santos, Decio Luiz Chieppe, Renan Chieppe, Gilberto de Almeida Peralta, Patrick Wayne Quayle, Peter Allan Otto Seligmann and Renata Faber Rocha Ribeiro.

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

Barueri/SP, September 13, 2023.

David Gary Neeleman	Raphael Linares Felippe
Chairman	Secretary

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