Azul S A : Board of Directors' Meeting Minutes - Capital Increase, Related Party, Azorra, Repurchase Plan

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 07 NOVEMBER 2022

1. Date, Time and Place: November 7, 2022, at 1:30 p.m., at the Company's headquarters, located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Edifício Jatobá, Tamboré, Zip Code 06460- 040, in the city of Barueri, State of São Paulo, Brazil.
2. 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. Presiding Board: Chairman: David Gary Neeleman; Secretary: Joanna Camet Portella.
4. Agenda: To deliberate on:

1. the Company's capital increase within the limit of its authorized capital, through the issuance of preferred shares resulting from the exercise of stock options of the Company by certain beneficiaries from July to September 2022, under the Company's Stock Option Plan approved by the General Shareholders' Meetings held on December 11, 2009, as amended by the General Shareholders' Meetings held on July 1, 2013 ("First SOP");
2. the Company's individual and consolidated Quarterly Information Statements for the third quarter of 2022, ended on September 30, 2022, together with the independent auditor's report, as approved by the Audit Committee;
3. the ratification of agreements executed into by and between Azul Linhas Aéreas Brasileiras S.A. ("ALAB"), a subsidiary of the Company, and its related party Azorra Aviation Holdings LLC. ("Azorra"), pursuant to article 19, item XVII of the Company's Bylaws; and
4. the Repurchase Plan of up to one million and three hundred thousand (1,300,000) preferred shares issued by the Company to be held in treasury and subsequently used to meet a portion of the Company's obligations under the first Restricted Share Units Plan, as approved by the Extraordinary Shareholders' Meeting of the Company held on June 30, 2014, as amended ("1st RSU Plan"), as well as the Second Restricted Share Units Plan ("2st RSU Plan") and under any other long term incentive plans of the Company approved by the General Shareholders' Meeting.

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

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1. the increase of the Company's capital stock within the limit of its authorized capital, as a result of the exercise of Company stock options by certain beneficiaries between July and September 2022, through the issuance of five thousand and fifty (5,050) preferred shares at an issue price of three Reais and forty-two cents (R$3.42) per share, set in accordance with the First Program of the First SOP; as per the subscription bulletins filed at the Company's headquarters. Such new preferred shares shall participate under equal conditions in all benefits of the current preferred shares of the Company, including dividends and any capital remuneration that may be distributed by the Company.
   By virtue of the above resolution, the Company's capital stock is hereby increased from the current two billion, three hundred thirteen million, nine hundred twenty-three thousand, five hundred twenty-sevenReais and twelve cents (R$2,313,923,527.12) to two billion, three hundred thirteen million, nine hundred forty thousand, seven hundred ninety-eight Reais and twelve cents(R$2,313,940,798.12), divided into one billion two hundred and sixty four million five hundred and eighty two thousand, nine hundred and sixty six (1,264,582,966) shares, all registered and without par value, out of which: (i) nine hundred twenty-eight million, nine hundred sixty-five thousand, fifty-eight (928,965,058) common shares; and (ii) three hundred thirty-five million, six hundred seventeen thousand, nine hundred eight (335,617,908) preferred shares. The proposal to amend the Company's Bylaws in relation to the capital increase approved herein will be timely submitted to the Shareholders' Meeting of the Company;
2. to approve the individual and consolidated interim Financial Statements of the Company for the 2022 third quarter ended on September 30, 2022, together with the independent auditor's report issued by Ernst & Young Auditores Independentes S.S., without any restrictions, as previously approved by the Company's Statutory Audit Committee;
3. the ratification of the following agreements entered into by and between ALAB and entities of the Azorra group, which became a related party of the Company as from the election of the Chairman of the Company's Board of Directors, Mr. David Gary Neeleman, as a member of the Board of Directors of Azorra:
4. 1. Aircraft Sale Agreement, dated as of August 26, 2022, entered into by and among Azorra Aircraft Holdings LLC. (entity of the Azorra group), as Buyer; and ALAB, as seller of five (5) Embraer aircraft, model ERJ190-200, whose manufacturer serial numbers follow: 19000692; 19000391; 19000386; 19000361; and 19000434; together with two (2) General Electric engines CF34-10E5A1, for each aircraft; and
   2. five (5) Aircraft Operating Lease Agreements, of which three (3) dated on August 26, 2022 and two (2) dated on September 30, 2022, entered into by and between ALAB and Wilmington Trust Company, in which Azorra Limited and Azorra LLC. (both entities of the Azorra group), appear as "Servicer".

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The proposal for ratification of the agreements listed above will be timely submitted to the Shareholders' Meeting of the Company, pursuant to article 11, item 'r' of the Company's Bylaws;

1. the repurchase plan of up to one million and three hundred thousand (1,300,000) preferred shares issued by the Company, pursuant to Article 19, item XXVI of the Company's Bylaws, in order to keep them in treasury for later compliance with part of the Company's obligations under the 1st RSU Plan and the 2nd RSU Plan, as well as in any other long term incentive plans of the Company approved by the General Shareholders' Meeting, as applicable;

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

This is a true copy of the original minutes drawn up in the minutes book.

Barueri/SP, November 07, 2022.

David Gary Neeleman	Joanna Camet Portella
President	Secretary

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