Azul S A : Board of Directors' Meeting Minutes_Management's Proposal approval

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 MARCH 28, 2023

1. Date, Time and Place: Held on March 28, 2023, at 5:00 p.m., at the headquarters of Azul S.A.

("Company"), 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. Call and Attendance: Call notice was given to all members of the Board of Directors, pursuant to Article 17 of the Bylaws, and the totality 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 decide on:

  • (A) the proposal for the global compensation to be paid to the Managers of the Company during the fiscal year of 2023;

  • (B) the change of the widely circulated newspaper where the Company makes its legal publications, from the newspaper "Diário Comercial" to the newspaper "Folha de São Paulo";

  • (C) the increase of the limit of the Company's authorized capital stock, including the respective amendment to Clause 6 of the Company's Bylaws; and

(D)

the Management's Proposal to be submitted to the upcoming Shareholders' Meeting of the

Company.

5. Resolutions: The meeting was installed and after discussing the matters of the agenda, the board members in attendance unanimously and without any restrictions decided to approve:

(A) the proposal for the global compensation to be paid to the Managers of the Company (Executive

Officers, Board of Directors and Advisory Committees) during the fiscal year of 2023, in the amount of up to fifty-five million, four hundred and twenty-four thousand, five hundred and eighty-six Reais (R$ 55,424,586.00), based on the opinion issued by the Compensation Committee, which shall include, without limitation, wage, fringe benefits, pro-labore, shares based incentive plans, direct and indirect benefits, representation allowance for the managers, and others;

(B)

the change of the widely circulated newspaper where the Company makes its legal publications, pursuant to article 289, 3rd paragraph of the Law No. 6,404, as of December 15, 1976, as amended, so that the legal publications can be carried out through the newspaper "Folha de São Paulo";

• (C) the increase of the limit of the Company's authorized capital stock in the amount of one hundred and thirty-one million, one hundred thousand, seven hundred and thirty-two (132,100,732) preferred shares, in order to enable future issues of shares by the Company within the scope of its long-term incentive plans, the conversion of its convertible debentures, or any transactions involving equity interest under the debt restructuring plan of the Company. Thus, the limit of the authorized capital stock is changed from the balance of ninety-eight million, eight hundred and ninety-nine thousand, two hundred and sixty-eight (98,899,268) preferred shares to the total limit of two hundred and thirty million (230,000,000) preferred shares issued by the Company.

  As a result of such increase, to suggest the approval, by the shareholders, of the amendment of Article 6, caput of the Company's Bylaws, which will come into force with the following wording:

  Article 6 - Upon resolution of the Board of Directors, the Company may increase its capital stock, irrespective of any amendments to the Bylaws, through the issue of up to two hundred and thirty million (230,000,000) new preferred shares. The Board of Directors shall establish the conditions of the issuance, including the price and term for payment.

• (D) the Management's Proposal to be submitted to the Company's Shareholders approval at the Ordinary and Extraordinary General Meetings, to be jointly held on April 28, 2023, at 11:00 a.m.,

  at the Company's headquarters.

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, 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, March 28, 2023.

David Gary Neeleman

Joanna Camet Portella

President

Secretary