Azul S A : Board of Directors' Meeting Minutes - Bonds Azul Investments

AZUL S.A.

CNPJ/ME No. 09.305.994/0001-29

NIRE 35.300.361.130

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

DATED JUNE 10, 2021

Date, Time and Place: June 10, 2021, at 7:30 pm, at Azul S.A. ("Companhia"), principal place of business at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Edifício Jatobá, District of Tamboré, CEP 06460-040, in the City of Barueri, State of São Paulo.

Attendance: By means of the call notice sent to all directors, was present the majority of members of the Board of Directors, by presence or conference call, with delivery of express vote, vote by letter, fac-símile or digitally certified electronic mail, as authorized by Article 17, §1st of the Bylaws.

Meeting Board: Chairman Mr(s). David Gary Neeleman; and Secretary Mr(s). Guilherme Debeuz de Brito Vianna.

Agenda: To resolve on:

1. the issuance and placement abroad of the Notes, with yield of 7.250% and maturing date in 2026, in the amount of US$ 600.000.000,00 (six hundred million US dollars) ("Notes") by its controlled company, Azul Investments LLP ("Azul Investments"), intended for placement in the international market, to be offered to qualified investors, residents and domiciled in the United States of America, based on the regulations issued by the Securities and Exchange Commission, especially, "Rule 144A" and, in other countries, except for Brazil and in the Unites States of America, based on the "Regulation S" ("Issue");
2. the granting of a collateral by the Company, as controlling company, pursuant the
   Issue;
3. the authorization to grant a guarantee by Azul Linhas Aéreas Brasileiras S.A.
   ("ALAB"), a company controlled by the Company, pursuant the Issue, as well as to ALAB, as Managing Partner of Azul Investments, to sign, on behalf of Azul Investments, all documents necessary to carry out the Issuance; and
4. the authorization to hire the financial institutions to coordinate and to provide the necessary services to formalize the Issue, which are, the Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and the Santander Investment

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Securities Inc., (together, "Coordinators").

Unanimous resolutions: The Directors decided, by unanimous opinion and without any restrictions or provisos, the matters below:

1. authorize, based on the favorable opinion of the Governance Committee, the Issue by its controlled company, the Azul Investments, of the Notes in the amount of US$ 600,000,000.00 (six hundred million US dollars), with half-year interest to be paid every June and December, beginning in December 2021, with a 5 (five) years term, maturing on June 15, 2026, and a yield of 7.250% per year, base 360 (three hundred and sixty) days. The Issue is carried out under the coordination of the Coordinators. The Board of
   Directors resolves to delegate do the Company's Executive Board the power to define the other terms and conditions of the Issue;
2. authorize the Company to provide an irrevocable, unconditional and full collateral to honor the payment of all obligations related to the Issued assumed by Azul Investments;
3. authorize ALAB to provide an irrevocable, unconditional and full collateral to honor the payment of all obligations related to the Issued assumed by Azul Investments;
4. authorize the Company and the ALAB, the latter in its own name and in the capacity of Managing Partner of Azul Investments, to sign any and all agreements, certificates and other documents necessary to carry out the Issue, including, but not limited to, (a) the Indenture to be entered into between Azul Investments, the Company, ALAB and the U.S. Bank National Association, as trustee, and (b) the Purchase Agreement to be executed between Azul Investments, the Companhia, the ALAB and the Coordinators; and
5. authorize the hiring of the Coordinators, to coordinate and to provide the necessary services to formalize the Issue, as well as delegate to the Executive Board the power to define the terms and conditions to such hiring.

The Executive Board of the Company is authorized to take all provisions and to perform the acts necessary for the implementation of the resolutions approved herein, with the acts already performed by the Executive Board being ratified by the Board of Directors, in this regard.

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. (aa) Meeting Board: David Gary Neeleman - Chairman; and Guilherme Debeuz de Brito Vianna - Secretary. Members of the Board of Directors: David Gary Neeleman, Sergio

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Eraldo de Salles Pinto, Michael Paul Lazarus, Carolyn Luther Trabuco, Gelson Pizzirani, Decio Luiz Chieppe, Renan Chieppe, José Mario Caprioli dos Santos, Patrick Wayne Quayle and Peter Allan Otto Seligmann.

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

	Barueri, June 10, 2021
David Gary Neeleman			Guilherme Debeuz de Brito
Chairman			Vianna
			Secretary

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