Azul S A : AGM - Management's Proposal

AZUL S.A. (CNPJ (TAX ID) 09.305.994/0001-29)

Board of Director's Meeting (RCA) held on April 15, 2024

MANAGEMENT PROPOSAL

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS TO BE HELD ON MAY 15, 2024

2

1. Message from the Chairman of the Board of Directors

Dear Shareholder,

In line with the corporate governance practices adopted by Azul S.A. ("Company" or "Azul"), based on the principles of transparency, equity, accountability and corporate responsibility, we invite you to participate in the Ordinary and Extraordinary General Meetings ("EOGM"), to be held jointly, on first call, on May 15, 2024, at 11:00 a.m., at the Company's headquarters, located at Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, ZIP Code 06460-040, in the city of Barueri, State of São Paulo, in order to assess and resolve on the following matters:

At the Ordinary General Meeting ("OGM"):

1. To take the managers' accounts, as well as examine, discuss and vote on the Company's Financial Statements for the fiscal year ending December 31, 2023, accompanied by the opinion issued by the Company's independent auditors;
2. To set the annual global remuneration of the Company's managers for the 2024 fiscal year.

At the Extraordinary General Meeting ("EGM"):

1. To amend the caput of article 5 of the Company's Bylaws, in order to update the Company's share capital, taking into account the capital increases approved at the Board of Directors meetings held on August 10, 2023 and February 9, 2024; and
2. To restate the Company's Bylaws with the approved amendment.

Additionally, it should be noted that, under the terms of the Company's Bylaws and the Regulation of Level 2 of Corporate Governance of B3 S.A. - Brasil, Bolsa, Balcão ("B3"), with the exception of item "3" of the Agenda of OGM, on the matters in which Shareholders holding preferred shares have the right to vote, the other items on the Agenda are not part of the list of matters to be resolved by such Shareholders, and only Shareholders holding common shares will vote on the other matters on the Agenda of the EOGM. However, Shareholders holding preferred shares may attend the EOGM and discuss the aforementioned matters, in accordance with article 125, sole paragraph, of Law 6,404, of December 15, 1976 ("LSA").

In the expectation that this document will contribute to each Company's Shareholder being able to fully exercise its rights and prerogatives, we reiterate the relevance of Shareholders' participation in the EOGM called hereby.

Any doubts may be resolved through direct contact with the Company's Investor Relations team, which, from now on, is available to Shareholders for immediate assistance, via electronic message to the address invest@voeazul.com.br, and by telephone +55 (11) 4831-2880.

Sincerely,

David Gary Neeleman

Chairman of the Board of Directors

3

2. Guidelines and Manual for Participation in EOGM

Shareholders holding shares issued by the Company, themselves, their legal representatives or duly appointed attorneys may participate in the EOGM, provided that said shares are registered in their name with the central depository, B3, or the financial institution contracted by the Company to provide securities bookkeeping services, Itaú Corretora de Valores S.A. ("Itaú"), as provided for in article 126 of the LSA.

For the EOGM to be installed on first call in relation to items 1 and 2 of the OGM Agenda, it is required the presence of Shareholders representing at least 1/4 (one quarter) of the Company's share capital with the right to vote. In turn, for the EOGM to be installed on first call in relation to items 1 and 2 of the EGM Agenda, the presence of Shareholders representing at least 2/3 (two thirds) of the share capital of the Company with voting rights is required.

If one of the legal quorums is not reached, the EOGM will be regularly installed in the first call in relation to the matters whose quorum has been reached, and the Company will publish a new Call Notice announcing the date of holding the EOGM in the second call for the matters whose quorum has not been reached. The EOGM held on second call will be convened with the presence of any number of shareholders.

2.1. Attending Shareholder

Shareholders who wish to participate in the EOGM must present themselves, a few minutes before the time indicated in the Call Notice, carrying updated proof of ownership of registered shares with no par value issued by the Company, issued by Itaú and/or a custody institution, as well as the following documents:

1. if an individual: original identification document, with photo (examples: RG, RNE, CNH or officially recognized professional class cards), or original identification document with photo of the attorney-in-fact, if applicable;
2. if a legal entity: certified copy of the last restated bylaws or articles of association and the corporate documentation granting powers of representation (minutes of appointment of officers and/or power of attorney), as well as original identification document with photo of the legal representatives; and
3. if Investment Fund: certified copy of the latest restated bylaws of the fund and the bylaws or articles of incorporation of its administrator or manager, in addition to the corporate documentation granting powers of representation (minutes of appointment of officers and/or power of attorney); as well as original identification document with photo of legal representatives.

4

3. Remote Voting Ballot

Shareholders holding listed shares will also be able to vote at the EOGM by sending the Remote Voting Ballot ("BVD"), as provided for in CVM Resolution No. 81, of March 29, 2022 ("RCVM 81"). The sending of the vote will be formalized through the BVD, which will be made available by the Company on its Investor Relations website (ri.voeazul.com.br), as well as on the CVM websites (https://www.gov.br/cvm/pt-br)and B3 (www.b3.com.br).

Shareholders holding listed shares who choose to exercise their right to vote remotely may: (i) complete the BVD and send it directly to the Company; (ii) if he/she/it has shares issued by the Company deposited in a central depository, transmit the voting instructions to the custody institutions, which will forward the voting manifestations to the B3 Central Depositary, observing the established procedures and documents required by the respective custody depositary institution; or (iii) if he/she/it has shares issued by the Company deposited in a depository financial institution responsible for servicing the Company's book-entry shares (Itaú), transmit the voting instructions to Itaú, observing the established procedures and documents required by it.

Pursuant to article 27 of RCVM 81, the deadline for submitting the BVD directly to the Company or through service providers capable of providing collection and transmission services for completing the BVD, referred to above, is May 08, 2024 inclusive. BVDs received after this date will not be considered

when counting votes.

In order for the BVD sent directly to the Company to be considered valid and the votes cast therein to be counted as an integral part of the EOGM quorums, the Board, at its discretion, may require that: (a) all fields be duly completed; (b) all pages are initialed by the Shareholder (or his/her/its legal representative, as applicable); and (c) the signature of the Shareholder (or his/her/its legal representative, as applicable), has been included at the end of the BVD with notarization by a Notary Public, or, alternatively, the BVD has been digitally signed using a digital certificate issued by certifying authorities linked to ICP-Brasil.

Furthermore, the Shareholder who holds listed shares and opts to exercise their right to vote remotely, by sending the Distance Voting Ballot (DVB) directly to the Company, shall forward to the attention of the Investor Relations Department, through the email invest@voeazul.com.br, (i) a scanned copy of the DVB duly filled out, with all pages initialed and the last page signed with notarization by a Public Notary (as an alternative to notarization, the DVB may be signed digitally using a digital certificate issued by certifying authorities linked to ICP-Brazil); and (ii) the documents listed in items 2.1 and 2.2 above (as applicable).

Pursuant to article 46 of RCVM 81, the Company will communicate to Shareholders, by sending an email to the email address provided by shareholders in BVD, within 3 (three) days from receipt of the documents: (i) the receipt of the BVD, as well as whether the ballot and documents received are sufficient for the shareholder's vote to be considered valid; or (ii) the need to rectify or resend the BVD

7

4. Management Proposal

Dear sirs,

In view of the call, on this date, of the Ordinary and Extraordinary General Meetings, to be held jointly on May 15, 2024 (the "EOGM"), the Management of Azul submits the Management Proposal ("Proposal") for consideration by its Shareholders with all the documents and information necessary for the evaluation and deliberation by Shareholders of the following matters included in the EOGM Agenda:

1. Matters to be resolved at the Ordinary General Meeting ("OGM"):

1. To take the managers' accounts, as well as examine, discuss and vote on the Company's Financial Statements for the fiscal year ending December 31, 2023, accompanied by the opinion issued by the Company's independent auditors.

The Management proposes the taking of the managers' accounts, as well as the examination, discussion and voting on the Company's Financial Statements, relating to the fiscal year ending on December 31, 2023, accompanied by the Management Report, the opinion issued by Ernst & Young Auditores Independentes SS, as the Company's independent auditors, and other accessory documents provided for by applicable law and regulations, published on April 12, 2024 on the Company's Investor Relations website (ri.voeazul.com.br), as well as on the websites of CVM (https://www.gov.br/cvm/pt- br), B3 (www.b3.com.br) and US Securities and Exchange Commission ("SEC") (www.sec.gov), published in the newspaper "Folha de São Paulo", under the terms of the LSA.

We also highlight that, in accordance with article 10, item III, of RCVM 81, the content set out in Exhibit Ito this Proposal reflects the managers' Comments on the Company's financial situation, in accordance with the information required in section 2 of the Reference Form.

According to the decision of the CVM Board of September 27, 2011 (CVM Process RJ 2010-14687), due to the calculation of losses in the fiscal year ending on December 31, 2023, the Company is exempt from presenting the information required by article 10, sole paragraph, item II, of CVM Resolution 81.

(2) To set the annual global remuneration of the Company's managers for the 2024 fiscal year.

The Management proposes to set the global annual remuneration of the members of the Board of Directors and the Executive Board for the year 2024, in the amount of up to BRL R$

R$63,628,224.00 (sixty-three million, six hundred twenty-eight thousand, two hundred twenty-

four reais), with the Board of Directors being responsible for establishing the individual remuneration of each member, in accordance with article 15, §2, of the Company's Bylaws.

9

The value of remuneration proposed herein includes any and all forms of remuneration, including, but not limited to, salary, pro-labore, variable remuneration, share-backed incentive plan, direct and indirect benefits, among others of a similar nature.

The value of the managers' annual global remuneration is recommended by the Company's Remuneration Committee, based on certain market parameters, in addition to the guidelines contained in the Company's long-term incentive plans. In this sense, the annual global remuneration is set with a view to achieving the objectives of the Company's remuneration practices, generating increased performance and retention of our managers.

We also clarify that the information necessary for the proper analysis of the proposal for the global remuneration of managers for the 2024 financial year, as established in article 13, II, of RCVM 81, is set out in Exhibit IIof this Proposal, which contains the information required in section 8 of the Reference Form.

1. Matters to be resolved at the Extraordinary General Meeting ("EGM"):

1. To amend the caput of article 5 of the Company's Bylaws, in order to update the Company's share capital, taking into account the capital increases approved at the Board of Directors meetings held on August 10, 2023 and February 9, 2024.

The Management proposes to change the caput of article 5 of the Company's Bylaws, in order to reflect the increases in share capital approved as a result of exercises of the Company's share purchase options, within the limit of the Company's authorized capital, at meetings of the Board of Directors held on August 10, 2023 and February 9, 2024, in the amounts of BRL819,180.00 (eight hundred and nineteen thousand, one hundred and eighty reais), through the issuance of 74,000 (seventy-four thousand) preferred shares and BRL789,119.56 (seven hundred and eighty-nine thousand, one hundred and nineteen reais and fifty-six cents), through the issuance of 50,388 (fifty thousand, three hundred and eighty-eight) preferred shares, respectively.

In compliance with the provisions of article 12 of RCVM 81, Exhibit IIIto this Proposal contains a comparative table of the proposed changes to the Bylaws, highlighting the proposed changes and analyzing their legal and economic effects.

(2) To restate the Company's Bylaws with the approved amendment.

In view of the change proposed in the item above, Management proposes the restatement of the Company's Bylaws, in accordance with the version contained in Exhibit IVto this Proposal.

10