Azul S A : Board of Directors' Meeting Minutes - Capital Increase and 2Q23 Financial Statements

AZUL S.A.

Publicly-held Company

Corporate Taxpayers' Registry (CNPJ/MF) 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 AUGUST 10, 2023

1. Date, Time and Place: Held on August 10, 2023, at 7:30 a.m., at the headquarters of Azul S.A. ("Company"), located at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 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. Call and Attendance: Call notice dismissed according to article 17, paragraph 2nd of the Company's Bylaws, due to the attendance of all members of the Board of Directors.
3. Chair: David Gary Neeleman - Chairman; Alessandra Leonardi de Azevedo Souza - Secretary.
4. Agenda: To discuss and decide on: (a) the individual and consolidated quarterly financial statements for the second quarter of 2023, together with the independent auditor's report; (b) the internal regulations of the Company's Fiscal Council, as approved on August 7, 2023 by the members of the Fiscal Council; (c) the increase of the capital stock of the Company, within the limit of its authorized capital, through the issuance of preferred shares resulting from the exercise of stock options of the Company during the second quarter of 2023, under the Second Stock Options Plan of the Company approved by the Shareholders' General Meetings held on June 30, 2014 ("2nd SOP"); and
   (d) the revised version of the Code of Ethics and Conduct of the Company.
5. Resolutions: The meeting was installed and, after discussing the matters on the Agenda, the Board members unanimously and without any restrictions decided the following:

1. to approve the individual and consolidated quarterly financial statements for the second quarter of 2023, ended on June 30, 2023, together with the independent auditor's report issued by Ernst & Young Auditores Independentes S.S. related to such period, according to the favorable opinion issued by the Company's Audit Committee on the date hereof;
2. to agree with and ratify the internal regulations of the Company's Fiscal Council, according to the terms attached herein as Schedule I, as approved on August 7, 2023 by the members of the Fiscal Council;
3. as a result of the exercise of stock options of the Company and subject to the limit of its authorized stock capital, to approve the increase of the capital stock of the Company through the issuance of seventy four thousand (74,000) preferred shares at the issue price of eleven Reais and seven cents (R$ 11.07) per share, as set forth in the sixth program of the 2nd SOP, pursuant to the subscription bulletins filed at the headquarters of the Company. Such new preferred shares shall have,

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as of the issuance date, the same characteristics, and conditions as the current preferred shares, including the rights to dividends and other equity payments that may be distributed by the Company.

In view of the decision above, the capital stock of the Company will increase from two billion, three hundred and fourteen million, one thousand, six hundred and eighty-three Reais and twelve cents (R$ 2,314,001,683.12) totwo billion, three hundred and fourteen million, eight hundred and twenty thousand, eight hundred and sixty-three Reais and twelve cents (R$ 2,314,820,863.12), an increase, therefore, in the amount of eight hundred and nineteen thousand, one hundred and eighty Reais (R$ 819,180.00), divided into one billion, two hundred and sixty-four million, six hundred and sixty- two thousand, four hundred and sixty-six (1,264,662,466) shares, all registered and without par value, out of which (i) nine hundred and twenty-eight million, nine hundred and sixty-five thousand and fifty- eight (928,965,058) are common shares; and (ii) three hundred and thirty-five million, six hundred and ninety-seven thousand, four hundred and eight (335,697,408) are preferred shares. The Board of Directors shall timely submit to the Company's General Shareholders' Meeting the proposal to amend article 5, caput of the Bylaws, to address the new capital stock.

1. to approve the revised version of the Code of Ethics and Conduct of the Company, according to the terms attached herein as Schedule II; and
2. finally, the Board of Executive Officers of the Company is hereby authorized to take all measures and practice all acts required to implement the resolutions hereby approved. Additionally, the Board of Directors ratifies the main measures already taken by the Board of Executive Officers in connection with the matters approved above.

6. Drafting 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 Alessandra Leonardi de Azevedo Souza - 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 e Renata Faber Rocha Ribeiro.

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

Barueri, August 10, 2023.

David Gary Neeleman	Alessandra Leonardi de Azevedo Souza
Chairman	Secretary

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AZUL S.A.

Publicly-held Company

Corporate Taxpayers' Registry (CNPJ/MF) n. 09.305.994/0001-29

Board of Trade (NIRE) 35.300.361.130

SCHEDULE I TO THE MINUTES OF THE MEETING OF THE

BOARD OF DIRECTORS HELD ON AUGUST 10, 2023

INTERNAL REGULATIONS OF THE FISCAL COUNCIL OF AZUL S.A.

1. PURPOSE AND MISSION

1. The function, responsibilities and attributions of the Fiscal Council of AZUL S.A. ("Company"), when installed, are regulated by these internal regulations ("Regulations"), subject to the other applicable provisions set forth in the Company's Bylaws, in Law No. 6,404, as of December 15, 1976, as amended ("LSA"), in the Corporate Governance Level 2 Listing Regulation of B3 S.A. - Brasil, Bolsa, Balcão ("Level 2 Regulation") and the regulations issued by the Brazilian Securities and Exchange Commission ("CVM"), as applicable.
2. The Fiscal Council is a non-permanent collegiate supervisory body, acting independently from the Board of Directors and the Company's Board of Executive Officers.
   1.2.1. The members of the Fiscal Council shall act respecting the duties of loyalty and diligence, as well as avoiding any conflict situations that may affect the interests of the Company and its shareholders.

2. COMPOSITION, INVESTITURE AND TERM OF OFFICE

1. The Company's Fiscal Council, when installed, will be composed of three (3) members and their respective alternates, shareholders or not, elected by the General Shareholders' Meeting that resolves on its installation. The Fiscal Council shall have a chairman ("Chairman"), who will be elected by majority vote of its members at the opening of the first Fiscal Council meeting to be held after its installation and election of its members by the General Shareholders' Meeting.
2. The investiture on the positions to be occupied by each member of the Fiscal Council are conditioned to the signature of the respective (i) Term of Investiture and Clearance, upon compliance with all applicable legal requirements; (ii) Term of Consent to the Level 2 Regulation, which includes an arbitration section for the resolution of disputes or controversies through arbitration before the Market Arbitration Chamber; and (iii) Term of Adherence to the Policy for Disclosure of Relevant Acts or Facts and Trading of Securities by the Company.
3. The term of office of the members of the Fiscal Council will begin on the date of its installation, ending on the date of the first Ordinary General Shareholders' Meeting called after their election. Their reelection is permitted.

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2.4. The effective members of the Fiscal Council will be replaced, in their absences and impediments, by the respective alternate. If there is no alternate, a General Shareholders' Meeting will be called to proceed with the election of a new member for the vacant position.

3. DUTIES AND SKILLS

1. 3.1. Without prejudice to the applicable legal provisions, the duties of the members of the Fiscal Council:

2. inform the Company of the ownership and negotiations carried out with securities issued by the Company;
3. immediately report changes to their shareholding positions in the Company to the CVM and the Stock Exchanges or organized market entities in which the securities issued by the Company are admitted to trading, under the conditions determined by the CVM;
4. communicate any material act or fact that they are aware of to the Company's Investor Relations Officer, who must promote its disclosure, as applicable;
5. keep confidential information received from the Company or collected by them in the exercise of their attributions, as well as information received from independent auditors and other advisors, employees or directors of the Company, being jointly and severally liable in the event of non- compliance with such duty;
6. pay attention to and obey the rule regarding the impediment of carrying out any negotiation with the securities issued by the Company, or referenced thereto, regardless of the degree of knowledge about the content of the quarterly accounting information and the annual financial statements of the Company, in the period of fifteen (15) days prior to the date of disclosure of the Company's quarterly accounting information and annual financial statements, as applicable; and
7. declare themselves prevented from participating in meetings whose matters may represent conflict of interests with the Company and its shareholders, as well as from participating in a transaction or recommendation involving a relative or company of which they are, directly or indirectly, a partner, shareholder, manager or even an employee or service provider.

3.1.1. Members of the Fiscal Council are prohibited from hiring loans or advances in the Company's name or any of its controlled companies. Such a prohibition extends to their spouse and relatives up to the second degree.

3.2. Without prejudice to the applicable legal provisions, the Fiscal Council is responsible for:

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1. give an opinion on the annual management report, including in its opinion the additional information it deems necessary or useful for the decision of the General Shareholders' Meeting;
2. give an opinion on the proposals of the management bodies, to be submitted to the General Shareholders' Meeting, related to the change of the capital stock, issuance of debentures or subscription warrants, investment plans or capital budgets, distribution of dividends, transformation, amalgamation, merger or spin-off;
3. denounce, through any of its members, to the management bodies and, if these do not take the necessary measures to protect the Company's interests, to the General Shareholders' Meeting, the errors, fraud or crimes that they discover, and suggest useful measures to the Company;
4. call the Ordinary General Shareholders' Meeting of the Company, if the management bodies delay this notice for more than one (1) month, and the Extraordinary General Shareholders' Meetings, whenever there are serious or urgent reasons, including in the agenda of the Meetings the matters that deem necessary;
5. analyze the financial statements prepared quarterly by the Company;
6. examine the financial statements for the fiscal year and issue an opinion on them; and
7. exercise the duties applicable in case of liquidation of the Company.

1. The management bodies will disclose to the Fiscal Council, within ten (10) days, copies of the minutes of their meetings and, within fifteen (15) days of their receipt, copies of trial balances and other financial statements drawn up periodically and, if any, of budget execution reports.
2. The members of the Fiscal Council, or at least its Chairman, shall attend the Company's General Shareholders' Meetings, when necessary, and respond to any requests for information made by shareholders.
3. Members of the Fiscal Council are entitled to attend meetings of the Company's Board of Directors or Board of Officers in which the matters on which they are required to give an opinion are resolved, pursuant to the applicable law.
   4. MEETINGS AND PROCEEDINGS

4.1. The Fiscal Council will ordinarily meet, in each quarter of the fiscal year, to review the financial statements periodically prepared by the Company, according to a pre-defined annual calendar, and may hold extraordinary meetings when necessary, at the request of the Chairman, on his/her own initiative or at the request of any of its members, as well as at the request of the Company's Board of Officers.

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