Azul S A : Board of Directors' Meeting Minutes - 11th Issuance of Simple Debentures

AZUL S.A.

Publicly-held Company

Corporate Taxpayers' Registry (CNPJ/MF) no. 09.305.994/0001-29

Board of Trade (NIRE) 35.300.361.130

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON JUNE 1st, 2023

1. Date, Time and Place: Held on June 1st, 2023, at 8:30 a.m., in the headquarters of Azul S.A.
   ("Company"), located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Jatobá Building, Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the City of Barueri, State of São Paulo.
2. Call and Attendance: Call notice dismissed according to Article 17, paragraph 2nd of the Bylaws of the Company, as the totality of the members of the Board of Directors attended the meeting remotely.
3. Chair: Chairman: David Gary Neeleman; Secretary: Alessandra Leonardi de Azevedo Souza.
4. Agenda: To decide on:

1. the granting, by the Company, of personal guarantee (fiança) under the 11th issuance of simple debentures, not convertible into shares, with real collateral and personal guarantee, in a single series, by Azul Linhas Aéreas Brasileiras S.A. ("ALAB", "Issuance" and "Debentures", respectively), in the total amount of up to six hundred million reais (R$ 600,000,000.00), on the Issuance Date (as defined below), for public distribution, with automatic registration, considering best efforts for the placement, pursuant to Resolution of the Brazilian Securities Commission ("CVM") No. 160, as of July 13, 2022, as amended ("CVM Resolution 160" ) and other applicable legal and regulatory provisions ("Offer"), upon execution of "Instrumento Particular de Escritura da 11ª (Décima Primeira) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie com Garantia Real, com Garantia Adicional Fidejussória, em Série Única, para Distribuição Pública, da Azul Linhas Aéreas Brasileiras S.A.", between ALAB, Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda., the Company and, as intervening consenting party, Raízen S.A. ("Indenture" and "Guarantee", respectively);
2. the authorization to the Company's management and/or its attorneys-in-fact, as the case may be, to adopt any and all necessary measures related to the achievement and due formalization of the Guarantee under the Issuance and Offer, including, without limitation,
3. 1. the execution of the Indenture, the Distribution Agreement (as defined in the Indenture), as well as any eventual amendments to these instruments, such as the amendment to the Indenture that will ratify the result of the investment goals, the documents necessary for depositing the Debentures at B3 S.A. - Brasil, Bolsa, Balcão ("B3") and any necessary powers of attorney; and (b) to perform any and all acts related to the publication and registration of the documents necessary for the formalization of the Guarantee under the Issuance and Offer before the competent bodies, autarchies or entities, which may be necessary to adopt any measures for the implementation of the acts mentioned in the previous items; and

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1. the ratification of all acts already performed by the Company's management and/or its attorneys-in-fact, as the case may be, related to the above resolutions.

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

1. the granting of the Guarantee, by the Company, through the execution of the Indenture;
2. the authorization to the Company's management and/or its attorneys-in-fact, as the case may be, to adopt any and all necessary measures related to the achievement and formalization of the Guarantee under the Issuance and Offer, including, without limitation,
3. 1. the execution of the Indenture, the Distribution Agreement, as well as any eventual amendments to these instruments, such as the amendment to the Indenture that will ratify the result of the investment goals, the documents necessary for depositing the Debentures at B3 and any necessary powers of attorney; and (b) to perform any and all acts related to the publication and registration of the documents necessary for the formalization of the Guarantee under the Issuance and Offer before the competent bodies, autarchies or entities, which may be necessary to adopt any measures for the implementation of the acts mentioned in the previous items;
4. the Company's Board of Executive Officers and/or its attorneys-in-fact, as the case may be, are 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 and/or the Company's attorneys-in-fact in connection with the resolutions taken 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 Aline de Oliveira Guedes - 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, June 1st, 2023

David Gary Neeleman	Alessandra Leonardi de Azevedo Souza
President	Secretary

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