Azul S A : Board of Director's Meeting Minutes - New Notes 2028 Supplemental Indenture

AZUL S.A.

CNPJ/MF No. 09.305.994/0001-29

NIRE 35.300.361.130

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON OCTOBER 31, 2023

1. Date, Time and Place: Held on October 31, 2023, at 08:00 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. Attendance: Call notice was dismissed pursuant to article 17, paragraph 2 of Company's bylaws, in view of the attendance of all the members of the Board of Directors, remotely.
3. Meeting Board: David Gary Neeleman - Chairman; Raphael Linares Felippe - Secretary.
4. Agenda: To decide on:

1. the issuance and placement abroad of additional Notes, with yield of 11.930% and maturing date in 2028, in an aggregate principal amount not to exceed US$ 36,778,000 (the
   "New Notes") by its controlled company, Azul Secured Finance LLP ("Azul Secured Finance"), to be issued to one or more "qualified institutional buyers", as defined in Rule 144A under the
   Securities Act of 1933, as amended. The New Notes will benefit of the same guarantees and collateral as those granted by the Company, by Azul Linhas Aéreas S.A. ("ALAB"), by IntelAzul S.A., by ATS Viagens e Turismo Ltda., by Azul IP Cayman HoldCo Ltd. and by Azul IP Cayman Ltd.
   (jointly, the "Azul Group Companies" and "Collateral") as permitted by the existing 11.930%
   Senior Secured First Out Notes due 2028 issued by Azul Secured Finance in an aggregate principal amount of US$ 800,000,000 (the "Existing Notes"), as approved at the Company's
   Board of Directors Meeting held on July 20th, 2023, and the New Notes will be fungible with, and form a single series with, the Existing Notes;
2. the granting, by the Company, as co-obligated and joint debtor with Azul Secured Finance, of a personal guarantee governed by New York law, in guarantee of the faithful, punctual and full fulfillment of any and all principal and ancillary obligations, present and future, assumed by Azul Secured Finance within the scope of the issuance of the New Notes("Guarantee");
3. the execution of amendments to the agreements related to the Collateral so that such Collateral are shared with the New Notes;

1/3

JUR_SP - 49789711v5 - 6666004.510456

1. the authorization to grant the Guarantee by ALAB, a company controlled by the Company, pursuant the New Notes, as well as to ALAB as Managing Partner of Azul Secured Finance, to sign, on behalf of Azul Secured Finance, all documents necessary to carry out the issuance of the New Notes; and
2. the execution, by the Company, Azul Secured Finance and the Azul Group Companies, of all documents necessary to carry out the issuance of the New Notes, including, without limitation, the following documents ("Transaction Documents"):

1. a Supplemental Indenture to the Indenture, dated as of July 20th, 2023, between (1) Azul Secured Finance, as issuer, (2) UMB Bank, National Association (the "Trustee"), as trustee paying agent, transfer agent and U.S. collateral agent, (3) TMF Brasil Administração e
   Gestão de Ativos Ltda. (the "Brazilian Collateral Agent"), as Brazilian collateral agent, and
   (4) the Company and the other Azul Group Companies, as guarantors;
2. Supplement No. 2 to the Intercreditor, Collateral Sharing and Account Agreement, dated as of July 14th, 2023, as amended on July 20th, 2023, between (1) Azul Secured Finance, (2) the Company and the other Azul Group Companies, (3) the Brazilian Collateral Agent, (4) the Trustee, (5) AerCap Administrative Services Limited, and (6) Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda.;
3. Exchange Agreement to be entered into between the Company, the other Azul Group Companies and the holders to whom the New Notes will be issued in exchange for certain debt and other obligations owed to such holders;
4. the Rule 144A Global Note (Certificate R-3) to be entered into to represent interests in the New Notes and certain Existing Notes; and
5. amendments to certain of the agreements relating to the Collateral, including in connection with the issuance of the New Notes.

5. Resolutions: The meeting was installed and after discussing the matters on the Agenda, the members of the Board of Directors unanimously decided without reservations:

1. authorize the issue of the New Notes, as defined above, on the same terms and conditions of the Existing Notes and relying on the same collateral granted by the Azul Group Companies within the scope of the Existing Notes. 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 of the New Notes;
2. authorize the granting, by the Company, of the Guarantee;
3. authorize the Company, to execute amendments to the agreements related to the

2/3

JUR_SP - 49789711v5 - 6666004.510456

Collateral so that such Collateral are shared with the New Notes;

1. authorize ALAB to grant the Guarantee within the scope of the New Notes, as well as authorize ALAB as Managing Partner of Azul Secured Finance, to sign, on behalf of Azul Secured Finance, all the documents necessary for the realization of the issuance of the New Notes, including, but not limited to, the Transaction Documents; and
2. authorize the execution, by the Company, Azul Secured Finance and the Azul Group Companies, of all documents necessary to carry out the issuance of the New Notes, including, without limitation, the Transaction Documents.

The Executive Board of the Company is authorized to execute all documents necessary to carry out the issuance of the New Notes, including, without limitation, the Transaction Documents, and 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.

6. 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. Meeting Board: David Gary Neeleman - Chairman; and Raphael Linares Felippe - Secretary. Members of the Board of Directors: 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, Renata Faber Rocha Ribeiro and Daniella Marques Consentino.

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

Barueri/SP, October 31, 2023.

Raphael Linares Felippe

Secretary

3/3

JUR_SP - 49789711v5 - 6666004.510456