Azul S A : Board of Directors' Meeting Minutes - Management's Proposal_EGM Call Notice_Budget 2023_Extra Audit EY

AZUL S.A.

Publicly-held Company

Corporate Taxpayers' Registry (CNPJ/ME) 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 DECEMBER 8TH, 2022

1. Date, Time and Place: December 8, 2022, at 4:00 p.m., at the Company's headquarters, located at Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Edifício Jatobá, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo, Brazil.
2. 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, either in person or remotely.
3. Chair: Chairman: David Gary Neeleman; Secretary: Joanna Camet Portella.
4. Agenda: To discuss about:
5. 1. the budget proposal and the business plan for the 2023 fiscal year;
   2. the ratification and approval of the execution by the Company's subsidiary, Azul Linhas Aéreas Brasileiras S.A. ("ALAB"), of an agreement and statements of work (SOW) entered into by and between ALAB and Ernst & Young Auditores Independentes S.S. ("EY");
   3. acknowledgment and registration of the resignation request submitted by Mr. Gelson Pizzirani to the positions of independent member of the Board of Directors and member of the Audit Committee of the Company;
   4. in view of the resignation abovementioned, the election of a new member for the Audit Committee, ratifying and extending the current term of office of its members;
   5. also due to the resignation mentioned in item (c) above, the proposal to elect a new member for the Company's Board of Directors, according to article 11, item "c" of the Company's Bylaws;
   6. the proposal for an adjustment to the wording of article 39 of the Company's Bylaws; and
   7. submission of the Management's Proposal to the Company's next Extraordinary General Meeting

   ("EGM"), to be held on December 29, 2022.

5. Resolutions: The meeting was installed and, after discussing the matters on the Agenda, the board members unanimously and without any restrictions decided on the following:

1. to approve the budget proposal and the business plan for the 2023 fiscal year, which were read, analyzed by all the attendees and after being approved, were filed at the Company's headquarters;
2. to ratify the instruments listed below, regarding the provision of extra-audit services by EY, 1/5

directly or indirectly, to ALAB, in accordance with the Extra Audit Services Policy approved at the meeting of the Company's Board of Directors held on May 5, 2022, considering the favorable opinion issued by the Company's Audit Committee:

1. 1. Master Service Agreement ("MSA") entered into by and between EY and ALAB on November 9, 2021, regarding the provision, by EY to ALAB, of advisory services in any transactions or projects that are or may be under evaluation by ALAB's management;
   2. Statement of Work (SOW) executed on November 9, 2021 in connection with the MSA, for the purposes of ALAB acknowledging and agreeing with the scope and amounts charged for extra audit services to be provided by EY; and
   3. Statement of Work (SOW) executed on September 29, 2022, also in connection with the MSA, for the purposes of ALAB acknowledging and agreeing with the scope and amounts charged for extra audit services to be provided by EY.
2. to acknowledge and register the resignation request submitted by Mr. Gelson Pizzirani, Brazilian citizen, married, business administrator, bearer of identity card RG No. 5.407.200 - SSP/SP, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance ("CPF/ME") under No. 528.223.038-00, with business address at Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Torre Jatobá, Condomínio Castelo Branco Office Park, Bairro Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo, to the positions of independent member of the Board of Directors of the Company, to which he was elected at the Company's Extraordinary General Meeting held on April 30, 2012, and as an independent member of the Audit Committee, for which he was elected at the Company's Board of Directors' Meeting held on January 8, 2015, as per the resignation letter delivered to the Company on the date hereof, pursuant to "Annex I" hereto;
3. to appoint and elect Mrs. Renata Faber Rocha Ribeiro to the position of independent member of the Audit Committee, due to the resignation submitted by Mr. Gelson Pizzirani, maintaining the Audit Committee with three (3) members, pursuant to the applicable regulations, article 27 of the Company's Bylaws, and article 2 of the Audit Committee's Internal Regulations, so that all members indicated below are invested in their respective term of office of two (2) years, hereby ratified and automatically extended for equal and successive periods, within the limits of the law and applicable provisions, until the investiture of the replacements:
4. 1. Member and Coordinator: Mr. Sergio Eraldo de Salles Pinto, Brazilian citizen, married, bachelor's degree in economics and engineering, bearer of identity card RG No. 22.207.988-1- SSP/RJ, enrolled with the CPF/ME under No. 317.309.901-00;member of the Audit Committee since his election at the Company's Board of Directors' Meeting held on February 18, 2014;
   2. Independent Member: Mr. Gilberto de Almeida Peralta, Brazilian citizen, married, engineer, bearer of identity card RG No. 43.612.183 - IFP/RJ, enrolled with the CPF/ME under No. 446.658.817-15, member of the Audit Committee since his election at the Company's Board of Directors' Meeting held on October 30, 2018; and
   3. Independent Member: Mrs. Renata Faber Rocha Ribeiro, Brazilian citizen, married,

2/5

business administrator, bearer of identity card RG No. 29.810.675-9 - SSP/SP, with passport No. FX882333, enrolled with the CPF/ME under No. 215.671.488-67, which becomes part of the Audit Committee as of the present date, upon signature of the Term of Investiture and Clearance included in "Annex II" hereto.

1. to approve the proposal for the election of Mrs. Renata Faber Rocha Ribeiro, duly qualified above, as the new female member of the Company's Board of Directors, pursuant to article 11, item "c" of the Company's Bylaws, due to the resignation submitted by Mr. Gelson Pizzirani on the date hereof, according to the Company's commitment to make efforts to promote gender equality, as per the favorable opinion of the Company's ESG Committee, at a meeting held on November 7, 2022;
2. to approve the proposal for an adjustment to the wording of article 39 of the Company's Bylaws, to allow the annual approval of the Company's budget and business plan to take place during the last quarter of each fiscal year; and
3. to approve the submission of the Management's Proposal to the EGM to be called to be held on December 29, 2022, including the matters subject to vote by the Company's Shareholders.

The Company's Board of Executive Officers is 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 in connection with the matters approved above.

6. 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 Joanna Camet Portella - Secretary. Members of the Board of Directors in attendance: David Gary Neeleman, Sergio Eraldo de Salles Pinto, Michael Paul Lazarus, Carolyn Luther Trabuco, Decio Luiz Chieppe, Renan Chieppe, José Mario Caprioli dos Santos, and Gilberto de Almeida Peralta.

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

Barueri/SP, December 8th, 2022.

David Gary Neeleman	Joanna Camet Portella
President	Secretary

3/5

ANNEX I

RESIGNATION LETTER

Barueri/SP, December 8th, 2022.

To

AZUL S.A.

Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Building Jatobá, Castelo Branco Office Park Condominium, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo.

Ref.: Presentation of the resignation letter for the positions of independent member of the Board of Directors, as well as for the position of member of the Audit Committee of Azul S.A.

Dear All,

I, Gelson Pizzirani, Brazilian citizen, married, business administrator, bearer of identity card RG No. 5.407.200 - SSP/SP, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance (CPF/ME) under No. 528.223.038-00, with business address at Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Torre Jatobá, Condomínio Castelo Branco Office Park, Bairro Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo, hereby submit my request for resignation from the positions of independent member of the Board of Directors and member of the Audit Committee of Azul S.A., a publicly-held company, with headquarters at the same business address abovementioned, enrolled in the Brazilian Taxpayers' Registry (CNPJ/ME) under No. 09.305.994/0001-29, with its Bylaws duly registered with the São Paulo's Board of Trade (JUCESP) under NIRE 35.300.361.130 ("Azul" or "Company").

By this letter, I hereby grant to the Company the fullest, broadest, irrevocable and irreversible release in relation to any and all obligations and/or amounts due by reason of the exercise of the positions of independent member of the Board of Directors and member of the Audit Committee of Azul, expressly representing that I have nothing further to receive or to claim from the Company in this respect at any time, in or out of court.

I am at your disposal for anything else that may be necessary.

Without further additions for the moment and with best regards, I appreciate the trust placed in me over the term of office now ended.

Sincerely,

____________________________________

Gelson Pizzirani

4/5

ANNEX II

INSTRUMENT OF INVESTITURE AND CLEARENCE

By this instrument, Mrs. Renata Faber Rocha Ribeiro, Brazilian citizen, married, business administrator, bearer of identity card RG No. 29.810.675-9 - SSP/SP, with passport No. FX882333, registered with CPF/ME under No. 215.671.488-67, with business address at Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Torre Jatobá, Condomínio Castelo Branco Office Park, Bairro Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo, hereby takes office as an independent member of Audit Committee of Azul S.A., a publicly-held company, with headquarters at the same business address abovementioned, enrolled in the Brazilian Taxpayers' Registry (CNPJ/ME) under No. 09.305.994/0001-29, with its Bylaws duly registered with the São Paulo's Board of Trade (JUCESP) under NIRE 35.300.361.130 ("Azul" or "Company"), signing this Instrument of Investiture and Clearance, and representing that she is not disqualified or involved in any crime provided by law or in the regulations issued by the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários - CVM) that prevents her from exercising its functions, being able to meet, including, the criteria provided for in articles 146 and 147 of Law No. 6,404 dated as of December 15, 1976, or by virtue of a conviction whose penalty prohibits, even temporarily, access to public office; or for bankruptcy, malfeasance, bribery or concussion, embezzlement; or against the popular economy, against the national financial system, the competition defense laws, against consumer relations, public faith, or property.

Finally, it is stated that Mrs. Renata Faber Rocha Ribeiro also meets the independence criteria defined by the Corporate Governance Level 2 Listing Regulation of B3 S.A. - Brasil, Bolsa, Balcão, as well as the NYSE Listed Company Manual, Rule 10A-3 of the U.S. Securities Exchange Act of 1934 and the Sarbanes- Oxley Act of 2002.

As it is an expression of the truth, this instrument is signed.

Barueri/SP, December 8th, 2022.

____________________________________________

Renata Faber Rocha Ribeiro

Independent Member of Audit Committee

5/5