AZUL S.A.

Publicly-held Company

CNPJ/ME n. 09.305.994/0001-29

NIRE 35.3.00361130 - CVM Code n. 02411-2

MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL SHAREHOLDERS' MEETINGS

HELD ON APRIL 28, 2023

  1. Date, Time and Place: Held on April 28, 2023 at 11:00 a.m., at the headquarters of Azul S.A. ("Company"), located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Edifício Jatobá, Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo.
  2. Publications and Call Notice: Call notice: (a) published in the Diário Comercial newspaper, according to articles 124 and 289 of the Brazilian Corporation Law n. 6,404, dated as of December 15, 1976, as amended ("Brazilian Corporation Law") in the: (a.1) printed editions: dated as of March 28, 2023 - page B30; March 29, 2023 - page B40; and March 30, 2023 - page B30; and (a.2) fingerprints, dated as of March 28, 2023 - page 45; March 29, 2023 - page 87; and March 30, 2023 - page 74; and (b) made available on March 28, 2023 on the websites of the Brazilian Securities Commission ("CVM"), B3 S.A. - Brasil, BoBrazilian Corporation Law, Balcão ("B3"), and Investor Relations of the Company. In addition, all documents related to the matter to be voted herein, as provided for in the CVM Resolution n. 81, dated as of March 29, 2022 ("CVMR 81"), were made available to the shareholders at the Company's headquarters and on the websites of CVM, B3 and Investor Relations of the Company.
  3. Attendance and Quorum: (i) at the Annual General Meeting, (i.1) 100% of the common shares, and (i.2) 37.18% of the preferred shares; (ii) at the Extraordinary General Meeting, (ii.1) 100% of the common shares, and (ii.2) 37.18% of the preferred shares; pursuant to the signatures contained in the Shareholders' Attendance Book and the consolidated summarized voting map filed by the Company on April 27, 2023, pursuant to article 48, third paragraph, of CVMR 81 ("Consolidated Voting Map"). Attendance of Mr. Alexandre Wagner Malfitani, Chief Financial Officer and Investor Relations Officer of the Company and Mr. Mario D. Berstecher, representing Ernst Young Auditores Independentes S.S., the entity in charge for auditing the financial statements of the Company for the fiscal year ended on December 31, 2022, in compliance with the provisions of article 134, first paragraph of the Brazilian Corporation Law.
  4. Chair: Mr. Alexandre Wagner Malfitani, as President; and Ms. Joanna Camet Portella as secretary.
  5. Installation: The Chairman confirmed the legal quorum and declared installed the Annual and Extraordinary General Shareholders' Meetings, as well as declared the Company's Special Meeting installed, due to presence of shareholders representing more than 25% (twenty-five percent) of the preferred shares issued by the Company, pursuant to article 14 of its Bylaws.

6. Agenda: To resolve on the following matters:

At the Annual General Meeting ("AGM"):

  1. to acknowledge the management's accounts, and to examine, to discuss and to vote on the Company's Financial Statements regarding the fiscal year ended on December 31, 2022, accompanied by the Management's Report and the opinion issued by the Company's independent auditors;
  2. to decide on the management's proposal for allocation of the Company's results;
  3. to elect the members of the Company's Board of Directors;
  4. to set the global annual compensation of the managers of the Company for the 2023 fiscal year; and
  5. to change the widely circulated newspaper where the Company makes its legal publications, from the newspaper "Diário Comercial" to the newspaper "Folha de São Paulo", pursuant to article 289, 3rd paragraph of the Brazilian Corporation Law.

At the Extraordinary General Meeting ("EGM"):

  1. To update and consolidate the Company's Bylaws to:
    1. amend the caput of Article 5 of the Company's Bylaws to reflect the new capital stock of the Company after its capital increase, within the limits of its authorized capital, as approved at the meeting of the Board of Directors held on March 06, 2023;
    2. upon installation of a Special Meeting, pursuant to Article 12 of the Bylaws, to include provisions related to the change of the "Governance Committee" to the Company's "Environmental, Social & Governance Committee", or simply "ESG Committee"; and
    3. to consolidate the Company's Bylaws to reflect the proposed amendments, among other minor adjustments.
  2. To increase the limit of the Company's authorized share capital, including the respective amendment to article 6 of the Company's Bylaws, for the purposes of future issues of Company shares within the scope of its incentive plans and any operations involving equity interests in the Company;
  3. Upon installation of a Special Meeting, to ratify the instruments entered into by and between Azul Linhas Aéreas Brasileiras S.A. ("ALAB") and entities of Lilium group, as per the proposal and resolution taken by the Company's Board of Directors at a meeting held on August 8, 2022; and
  4. Upon installation of a Special Meeting, to ratify the instruments entered into by and between

ALAB and entities of Azorra group, as per the proposal and resolution taken by the Company's Board of Directors at a meeting held on November 7, 2022.

  1. Documents Reading, Casting of Votes, and Drafting of the Minutes: (A) the reading of the documents related to the matters to be discussed in this Extraordinary General Shareholders' Meeting, as well as the Consolidated Voting Map, was dismissed, as all shareholders in attendance are fully aware of such documents; (B) the votes, protests, and any dissenting votes will be numbered, received, and authenticated by the Chair, remaining on file at the Company's headquarters, pursuant to Article 130, §1, of the Brazilian Corporation Law; and (C) the drafting of these minutes in summary form was authorized, as well as its publication excluding the signatures of all shareholders, pursuant to paragraphs 1 and 2 of Article 130 of the Brazilian Corporation Law.
  2. Resolutions: Before initiating the meeting, the appointment of Mr. Alexandre Wagner Malfitani, Chief Financial Officer and Investor Relations Officer of the Company, as chairman, was approved, in accordance with article 8, sole paragraph, of the Company's Bylaws. After examining and discussing the matters, the shareholders resolved as follows:

At the AGM:

  1. to approve, by unanimous vote of shareholders holding common shares, already considering the voting prohibitions and without reservations, having been computed 306,558,420 votes in favor, 0 votes against and 0 abstentions, the management's accounts of the Company and examine, discuss and vote on the management's report and the financial statements, together with the report of the external independent auditor, for the fiscal year of 2022;
  2. to approve, by unanimous vote of shareholders holding common shares, already considering the voting prohibitions and without reservations, having been computed 306,558,420 votes in favor, 0 votes against and 0 abstentions, the allocation of the loss for the fiscal year, in the amount of seven hundred and twenty-two million, three hundred and sixty-nine thousand, eight hundred and forty-three Reais and eleven cents (R$ 722,369,843.11) to the accumulated losses account, pursuant to article 189 of the Brazilian Corporation Law;
  3. to approve, by unanimous vote of the shareholders holding common shares, the reelection of the members of the Board of Directors, to be maintained with 11 members, for a unified term of 2 (two) years as of the date hereof (i.e., until the Annual Shareholders' Meeting in which the Company's shareholders will vote the financial statements for the fiscal year ending on December 31, 2024), pursuant to article 16 of the Company's Bylaws, all with business addresses at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Edifício Jatobá, Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo, Brazil, namely: (i) David Gary Neeleman, Brazilian, married, businessman, bearer of ID card (RG) No. 53.031.273-6 SSP/SP, enrolled with the Brazilian Individuals Taxpayers' Registry ("CPF/ME") under No. 744.573.731-68; (ii) Sérgio Eraldo De Salles Pinto, Brazilian, married, engineer, bearer

of ID card (RG) No. 22.207.988-1 IFP/RJ, enrolled with the CPF/ME under No. 317.309.901-00,;

  1. Carolyn Luther Trabuco, U.S. citizen, married, entrepreneur, bearer of the US Passport No. 583614812, enrolled with the CPF/ME under No. 233.489.908-90; (iv) Michael Paul Lazarus, U.S. citizen, married, bearer of the US Passport No. 521970451, enrolled with the CPF/ME under No. 704.452.781-70, domiciled in One Fery Bulding, Suite 350, San Francisco, California, 94111-4226, US; (v) José Mário Caprioli dos Santos, Brazilian, married, businessman, bearer of ID card (RG) No. 10.860.499-8 SSP/SP, enrolled with the CPF/ME under No. 182.107.798-93; (vi) Décio Luiz Chieppe, Brazilian, married, businessman, bearer of ID card (RG) No. 440.802 SSP/ES, enrolled with the CPF/ME under No. 576.171.987-87; (vii) Renan Chieppe, Brazilian, married, businessman, bearer of ID card (RG) No. 484.790 SSP/ES, enrolled with the CPF/ME under No. 674.438.187-34; (viii) Gilberto de Almeida Peralta, Brazilian, married, engineer, bearer of ID card (RG) No. 43.612.183 IFP/RJ, enrolled with the CPF/ME under No. 446.658.817-15 (ix) Patrick Wayne Quayle, U.S. citizen, single, Political Scientist, bearer of the US Passport No. 642454447, enrolled with the CPF/ME under No. 716.915.501-08; (x) Peter Allan Otto Seligmann, U.S. citizen, married, Environmental Scientist, bearer of U.S. Passport No. 550005480, enrolled with the CPF/ME under No. 716.915.471-40; and (xi) Renata Faber Rocha Ribeiro, Brazilian, married, business administrator, bearer of ID card (RG) No. 29.810.675-9 - SSP/SP, with Brazilian passport nº FX882333, registered with the CPF/ME under No. 215.671.488-67.

The shareholders holding common shares approved, pursuant to Article 17, paragraph 9 of the Company's Bylaws, the election and appointment of Mr. David Gary Neeleman, as Chairman of the Board of Directors of the Company, and Mr. Sérgio Eraldo de Salles Pinto, as Vice-Chairman of the Company's Board of Directors.

It is also recorded that: (i) the directors who have been elected have informed the Company that they fulfill the eligibility conditions set forth in article 147 of the Brazilian Corporation Law and CVM Resolution No. 80, dated as of March 29, 2022 ("CVMR 80"); (ii) the re-elected directors Sérgio Eraldo de Salles Pinto, Carolyn Luther Trabuco, Michael Paul Lazarus, José Mário Caprioli dos Santos, Décio Luiz Chieppe, Renan Chieppe, Gilberto de Almeida Peralta, Patrick Wayne Quayle, Peter Allan Otto Seligmann and Renata Faber Rocha Ribeiro, fulfill the requirements of the Level 2 Listing Regulation of Corporate Governance of B3, are considered as Independent Directors; (iii) elected directors Carolyn Luther Trabuco, Michael Paul Lazarus, Patrick Wayne Quayle and Peter Allan Otto Seligmann, although they have a business address at the Company's headquarters, declared that they have legal representatives constituted in Brazil, whose respective instruments of mandate are filed at the Company's headquarters, in compliance with Article 146, Paragraph 2 of the Brazilian Corporation Law; and (iv) the investiture of the reelected board members will be formalized by signing the respective Term of Investiture and Clearance and Term of Consent of the Controlling Shareholder and Independent Members, which will be duly recorded in the Company's own book.

  1. to approve, by majority vote of shareholders holding common shares and preferred shares, having been computed 996,674,992 votes in favor, 48,664,521 votes against and 1,039,417

abstentions, the establishment of the global annual compensation of the managers of the Company for 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), to cover compensation of every kind including, without limitation, salaries, fees, variable compensation, share-based incentive plans, direct and indirect benefits, and other earnings of a similar nature;

  1. to approve, by unanimous vote of the shareholders holding common shares, without restrictions, having been computed 928,965,058 votes in favor, 0 votes against and 0 abstentions, the change of the widely circulated newspaper for the Company's publications, pursuant to paragraph 3, article 289 of the Brazilian Corporation Law, so that the legal publications will be carried out through the newspaper "Folha de São Paulo", as of this date;
  2. The Chair recorded the request for the installation of the Fiscal Council which was made by shareholders holding shares representing more than 1% (one percent) of the Company's preferred shares, pursuant to CVM Resolution No. 70, of March 22, 2022. Thus, the Fiscal Council was installed.
  3. Following the installation abovementioned, the preferred shareholders approved, in a separate election, with 1,000,000 votes in favor, the election of GABRIELA SOARES PEDERCINE, married, Brazilian, engineer, bearer of ID card (RG) No. MG 14.207.779 and enrolled with the CPF/ME under No. 085.995.616-42, and its respective surrogate, ALEXANDRE PEDERCINE ISSA, Brazilian, married, business manager, bearer of ID card (RG) No. MG 7.835.351, enrolled with the CPF/ME under No. 054.113.616-05, both with business address in the city of Belo Horizonte, State of Minas Gerais, at Av. dos Andradas, 3323, room 601, Santa Tereza, Zip Code 31010-560.
  4. in a general election, with 928,965,058 votes in favor, to approve the election of the following effective and surrogate members of Fiscal Council of the Company: (i) MARIANA CAMBIAGHI LOURENÇO, Brazilian, married, accountant, bearer of ID card (RG) No. 29.742.138-4, enrolled with the CPF/ME under No. 218.494.488-25, with business address in the city of Cabo de Santo Agostinho, State of Pernambuco, at Alameda das Mangabas, 394, apt. 701, Torre I, Paiva, Zip Code 54522-080, as effective member, and her surrogate, ELTON FLAVIO RIBEIRO, Brazilian, married, economist, bearer of ID card (RG) No. 33.033.036-6, enrolled with the CPF/ME under No. 215.243.688-14, with business address in the city of Santana de Parnaíba, State of São Paulo, at Alameda Pegasus, 71, Alphaville, Zip Code 06543-665; and (ii) RENE SANTIAGO DOS SANTOS, Brazilian, married, bearer of the ID card (RG) No. 19.502.311, and enrolled with the CPF/ME under No. 125.488.008-90, with business address in the city of São Paulo, State of São Paulo, at Av. Paulista, 1713, as effective member, and his surrogate, JOELMIR SILVESTRE BAUMGRATZ, Brazilian, married, manager, bearer of ID card (RG) No. 60.305.408-X, enrolled with the CPF/MF under No. 030.565.739-98, with business address in the city of São Paulo, State of São Paulo, at Rua Batataes, 523, Zip Code 01423-101.

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Azul SA published this content on 29 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2023 02:47:10 UTC.