Azul S A : Board of Directors' Meeting Minutes - 5th SOP

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 JUNE 16, 2023

1. Date, Time and Place: Held on June 16, 2023, at 11:00 a.m., exclusively digitally, with the electronically votes filed at the headquarters of Azul S.A. ("Company"), located at Avenida
   Marcos Penteado de Ulhôa Rodrigues, 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 the Company's Bylaws, in view of the attendance of all members of the Board of Directors, remotely.
3. Chair: Chairman: David Gary Neeleman; Secretary: Raphael Linares Felippe.
4. Agenda: To decide on the:

1. the creation of the Company's Fifth Stock Option Plan ("Fifth Stock Option Plan"), which shall contemplate the granting of options representing up to five million (5,000,000) preferred shares of the Company;
2. the re-ratification of the resolution contained in item "E" of the minutes of the Board of Directors' meeting, held on August 9, 2021;
3. the Management's Proposal to be submitted to the Company's Extraordinary General Shareholders' Meeting to be held on July 7, 2023 ("EGM"); and
4. the granting of authorization to the Company's Board of Executive Officers and/or its attorneys-in-fact, and ratification of all acts already performed by the Company's management and/or its attorneys-in-fact, as the case may be, related to the above matters.

5. Resolutions: Once the meeting was installed and after discussing the matters on the Agenda, the following were approved by all members of the Board of Directors, without reservations:

1. the general conditions of the Fifth Stock Option Plan, as approved by the Compensation Committee, which shall contemplate the granting of options representing up to five million (5,000,000) preferred shares of the Company, that may be acquired by the selected beneficiaries fractionally, in four (4) equal annual installments, within a period of up to four
   (4) years from the respective Beginning of the Vesting Period, pursuant to "Schedule A" to these minutes. The Fifth Stock Option Plan will be submitted for approval by the Company's Shareholders at the EGM, under the terms of Article 11, item "g" of the Company's Bylaws.
2. the re-ratification of the resolution contained in item "E" of the minutes of the meeting of the Company's Board of Directors, held on August 9, 2021, in order to establish the deadline of 2 (two) years of term of office of the current members of the Company's ESG Committee, pursuant to article 31 of the Company's Bylaws, replacing the following excerpt:

"(E) the conversion of the Corporate Governance Committee into an ESG

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Committee, with the approval of its Internal Regulation, which will be in force as per the document contained in "Annex I" to these minutes, including the replacement of Mr. Gelson Pizzirani by Mrs. Carolyn Luther Trabuco, as well as the election of the fourth member of the ESG Committee, so that all four members are automatically invested in their respective positions until the date of the next election, to be held at the 2023 Company's Annual General Shareholder's Meeting, namely:" (...)

With:

"(E) the conversion of the Governance Committee into an ESG Committee, with the approval of its Internal Regulations, which will be in force according to the document contained in "Annex I" to these minutes, with the replacement of Mr. Gelson Pizzirani by Mrs. Carolyn Luther Trabuco, as well as the election of the fourth member of the ESG Committee, so that all members indicated below are automatically invested in their respective positions for a term of 2 (two) years, that is, until the date of the next election , to be resolved at the time of the meeting of the Company's Board of Directors to be called to resolve on the Company's individual and consolidated Financial Statements, relating to the second quarter of 2023, to be ended on June 30, 2023:" ( ...)

1. the Management Proposal to be submitted to the Extraordinary Shareholders' Meeting of the Company, to be called in due course, pursuant to the applicable legislation and the Company's Bylaws; and
2. the granting of authorization, to the Company's Board of Executive Officers and/or its attorneys-in-fact, as the case may be, are hereby authorized to take all measures and practice all acts required to implement the resolutions approved herein, and the Board of Directors ratifies all the relevant acts already practiced by the Board of Executive Officers and/or the Company's attorneys-in-fact in connection with the resolutions taken above.

5. Drawing up 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. Chair: David Gary Neeleman - Chairman; and Raphael Linares Felippe - Secretary. Members of the Board of Directors in attendance: 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.

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

Barueri/SP, June 16, 2023.

David Gary Neeleman	Raphael Linares Felippe
President	Secretary

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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

SCHEDULE A OF THE MINUTES OF THE MEETING OF THE

BOARD OF DIRECTORS HELD ON JUNE 16, 2023

FIFTH STOCK OPTION PLAN OF AZUL S.A.

Clause I

Definitions and Purpose of the Plan

This Fifth Stock Options Plan ("Fifth Plan") is prepared in connection with Azul S.A.'s ("Company") long-term incentive program and shall be governed by the provisions below and applicable law.

1.1. Definitions. All capitalized terms, singular or plural, shall have the meaning attributed to them, unless expressly provided otherwise:

"Compensation Committee" means the compensation committee of the Company created by the Board of Directors, with powers and assignments, as permitted by law, to organize, manage, and construe the share incentive plans, settle issues not provided for therein or conflicts in connection therewith;

"Board of Directors" means the Company's Board of Directors;

"Stock Option Agreement" means the stock option agreement to be entered into between the Company and each of the Selected Participant;

"Effective Date" means the date on which this Fifth Plan will take effect, as approved by the General Shareholders' Meeting of the Company;

"Business Day" means any day other than Sundays, Saturdays, or any day in which commercial banks may or are required to close in the city of (a) São Paulo, State of São Paulo, Brazil, and (b) Barueri, State of São Paulo, Brazil;

"Termination" means the termination of the employment or management relationship and/or any existing service agreement, oral or written, between the Group and a Selected Participant;

"Executives" mean the main officers, directors, managers, and key employees of any company of the Group;

"Group" means the Company jointly with its direct and indirect controlling companies;

"Beginning of the Vesting Period" means the date on which, for all effects, the Vesting Period begins;

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"Cause" means (a) if the Executive has a written employment contract or service agreement with the Company, has the meaning attributed to it pursuant to applicable law; and (b) in all other cases, means misconduct and/or dishonesty by the Executive, namely: (i) fraud, swindling, or misappropriation of the Company's funds; (ii) unjustified recurrent or prolonged absence from work (unrelated to or not in connection with death or mental or physical disability preventing the Executive from carrying out his main duties during at least ninety (90) calendar days or one hundred eighty days (180) for any period of twelve (12) months, excluding vacation, absence for personal reasons, and authorized leaves); (iii) conviction (including with presentation of confession) due to any intentional crime; and/or (iv) material failure to comply with their roles or duties in the Company, if such noncompliance is not cured, in all its material aspects and to the extent that such cure is possible, within thirty (30) days of receipt, by the Executive, of a written notice sent by the Company in this respect;

"Brazilian Corporation Law" means Law No. 6.404, of December 15, 1976, as amended;

"Exercise Notice" means the exercise notice according to the terms of the draft attached to the Stock Option Agreement, indicating the number of shares to be subscribed and/or purchased;

"Notice of Selection" means the written notice sent to each Selected Participant informing that they were selected and the number of options to be granted to them;

"Selected Participants" mean the Executives eligible to receive the stock options under this Fifth Plan;

"Vesting Period" has the meaning ascribed to it in item 5.3 of this Fifth Plan;

"Programs" mean the stock options programs established hereunder;

"Fifth Plan" means this Fifth Stock Option Plan of the Company;

"Transfer" (and other forms of the term, such as to "to Transfer") means any sale, assignment, donation, disposal, transfer, or any other direct or indirect disposal, as well as any pledge, mortgage, or any voluntary or involuntary lien, paying interest or not, including, but not limited to, fiduciary sale, usufruct, fideicommissum, or donation. For the purposes hereof, it is hereby agreed that the issue or sale of equity interest in an individual or an entity directly or indirectly holding the Company's stock (except in case of issue or sale of equity interest in an investment fund that directly or indirectly holds the Company's stock representing less than ten percent (10%) of the assets of such investment fund) shall be deemed an indirect Transfer of such Company's stock by such individual or entity; and

"Sale of the Company" means the (a) merger, consolidation, combination, acquisition, change in control, reorganization, or amalgamation of the Company in which the Company's controlling shareholders, immediately before the transaction or series of transactions, do not hold the majority of the voting shares of the merged entity; or (b) sale of equity interest in the Company or other transaction or series of transactions in which the Company's controlling shareholders, immediately before the transaction or series of transactions, do not hold the majority of the voting shares of the merged entity.

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1.2. Purpose of the Fifth Plan. This Fifth Plan is established as an incentive to improve performance and retain key Executives of the Group included in the Fifth Plan. The purpose of the Fifth Plan is to: (i) offer to such Executives of the Company the opportunity to be part, on a long-term basis, of the Company's success as holders of equity interest of the Company; (ii) encourage their engagement and perception of commitment in fulfilling the Company's corporate goals and strategies; and (iii) offer them an opportunity to share any profit that may be reflected in the value of the Company's shares.

Clause II

Management

1. Management. The Fifth Plan shall be managed by the Compensation Committee.
2. Powers and Authority. Subject to the provisions hereof and of the Company's Bylaws, the
   Compensation Committee shall be exclusively vested with the powers to, at its discretion: (a) set forth the total number of options to be granted by the Board of Directors in each year; (b) set forth, from time to time, Programs that, pursuant to the terms and conditions hereunder, shall include:
   (i) an indication of the Selected Participants and the number of the Company's shares they are entitled to subscribe for or purchase through the exercise of the option, pursuant to the limit provided for in Item 4.1 below; (ii) the subscription or purchase price, as well as the payment form; (iii) the granting date and other terms related to the options; (iv) the vesting period of the options; and (v) any other provisions that are not conflicting with the terms and conditions hereunder; (c) set forth the terms and conditions of Stock Option Agreements to be entered into with each Selected Participant; (d) construe the Fifth Plan, rules, regulations, and Stock Option Agreements; and (e) issue all the other resolutions required or convenient to manage the Fifth Plan.
   2.2.1. Notwithstanding the provisions of Section 2.2above and other provisions of this Fifth Plan, the Board of Directors may, at its discretion, exercise any powers attributed to the Compensation Committee in this Fifth Plan, as well as review, amend and/or ratify the resolutions that are taken by the Compensation Committee within the administration of the Fifth Plan.
3. Restrictions. The General Shareholders' Meeting of the Company shall be exclusively responsible for the approval, amendment, cancelation, or termination of the Fifth Plan, while the Board of Directors shall be responsible for the approval and amendments to the Programs or implementation of any stock option swap programs. No amendment to, cancelation, or termination of the Fifth Plan may adversely affect the rights and obligations arising out of the Stock Option Agreements without the prior consent of their holders.

Clause III

Qualification of Selected Participants

3.1. Selected Participants. For each Program, the Compensation Committee shall have powers to:

(a) set forth the total number of options to be granted by the Board of Directors in each fiscal year, subject to the limits set forth herein; (b) select, among the Executives, at its discretion, the Selected Participants; and (c) set forth the number of options to be granted to each Selected Participant. The Compensation Committee shall also send the Notice of Selection to each Selected Participant.

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