Azul S A : Board of Directors' Meeting Minutes - Collateral and EY Engagement

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 JULY 14, 2023

1. Date, Time and Place: Held on July 14, 2023, at 7 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. Call and Attendance: Call notice was dismissed pursuant to article 17, paragraph 2 of the Company's Bylaws, in view of the attendance of all members of the Board of Directors, remotely.
3. Chair: David Gary Neeleman - Chairman; Raphael Linares Felippe - Secretary.
4. Agenda: To decide on:

1. the fiduciary assignment, pledge or similar collateral, as the case may be, of the intellectual property rights held or to be held by the Company and its Azul Group's subsidiaries, whose rights are related to aviation activities, the Tudo Azul fidelity program and to the businesses of the Company and ATS Viagens e Turismo Ltda. ("Azul Viagens");
2. granting of powers of attorneys to the guaranteed parties under the Transaction
   Agreements (as defined in the Company's Board of Directors Meeting held on June 13, 2023). The term of such powers of attorneys may be defined at the Company's management sole discretion, including for a period longer than one (1) year, notwithstanding the provisions of Article 25 of the Company's Bylaws;

(C)the execution, by the Company, of Database Control Agreement with IntelAzul S.A., Azul Viagens, Azul Linhas Aéreas Brasileiras S.A., UMB Bank N.A. and TMF Brasil Administração e Gestão de Ativos Ltda. ("TMF"), to establish the rights and obligations of Azul Group companies in relation to the processing of customer data from the TudoAzul loyalty program and Azul Viagens; and

1. the ratification of the engagement of Ernst & Young Auditores Independentes S.A. ("EY Brazil") for purposes of reviewing offering memoranda, as well as issuance of comfort letters.

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. to approve the fiduciary assignment, pledge or similar collateral, as the case may be, of the intellectual property rights of the Company and its Azul Group's subsidiaries, whose rights are related to aviation activities, the Tudo Azul fidelity program and to the businesses of the Company and of Azul Viagens;
2. to approve the granting of powers of attorneys to the guaranteed parties under the 1/2

Transaction Agreements (as defined in the Company's Board of Directors Meeting held on June 13, 2023). The term of such powers of attorneys may be defined at the Company's management sole discretion, including for a period longer than one (1) year, notwithstanding the provisions of Article 25 of the Company's Bylaws;

1. to approve the execution by the Company, of Database Control Agreement with IntelAzul S.A., Azul Viagens, Azul Linhas Aéreas Brasileiras S.A., UMB Bank N.A. and TMF, to establish the rights and obligations of Azul Group companies in relation to the processing of customer data from the TudoAzul loyalty program and Azul Viagens; and
2. the ratification of the engagement of EY Brazil by the Company, on June 13, 2023 and on July 11, 2023, for purposes of reviewing offering memoranda and issuance of comfort letters under the exchange offer launched by the Company on June 13, 2023, as well as under the offer of senior secured first out notes by a Company's subsidiary, due in 2028, in the Singapore Exchange Securities Trading Limited - SGX ST, according to the Rule 144A and Regulation S of Securities Act.

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 Raphael Linares Felippe - 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, July 14, 2023.

David Gary Neeleman	Raphael Linares Felippe
President	Secretary

2/2