Azul S A : Board of Director's Meeting Minutes - 2023 Financial Statements

AZUL S.A.

PUBLICLY-HELDCOMPANY

CNPJ/MF nº 09.305.994/0001-29

NIRE 35.300.361.130

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON APRIL 12, 2024

1. Date, Time and Place: Held on April 12, 2024, at 5 pm, at the registered office of Azul S.A.
2. 
   ("Company"), located at Avenida Marcos Penteado de Ulhôa Rodrigues, n° 939, 8th floor, Jatobá Building, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo.
3. Call and Attendance: Call duly carried out in accordance with article 17 of the Company's Bylaws, having verified the presence of all effective members of the Board of Directors, in person or remotely, namely: David Gary Neeleman, Sergio Eraldo de Salles Pinto, Carolyn Luther Trabuco, Daniella Marques Consentino, Michael Paul Lazarus, Décio Luiz Chieppe, Renan Chieppe, José Mario Caprioli dos Santos, Gilberto de Almeida Peralta, Patrick Wayne Quayle, Peter Allan Otto Seligmann and Renata Faber Rocha Ribeiro. Also present, in accordance with article 163, §3, of Law No. 6,404/76, all the effective members of the Company's Fiscal Council, namely: Mariana Cambiaghi Lourenço, Gabriela Soares Pedercini and Rene Santiago dos Santos.
4. Board: David Gary Neeleman - Chairman; Raphael Linares Felippe - Secretary.
5. Agenda: To resolve on the following matters:
6. 1. Evaluate the annual management report and the Company's financial statements for the fiscal year ended on December 31, 2023;
   2. Approve the proposal for the 2024 annual global remuneration of the Company's
      management;
   3. Approve the proposal to amend article 5, caput, of the Company's Bylaws; and
   4. To call the Company's Ordinary and Extraordinary General Meetings.
7. Resolutions:After discussion and analysis of the matters on the agenda, the members of the Company's Board of Directors, unanimously and without reservations:
8. 1. They expressed a favorable opinion on the annual management report and the Company's financial statements, accompanied by the independent auditors' report, all relating to the

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fiscal year ending on December 31, 2023.

1. Approved the proposal to establish the annual global remuneration of the Company's management for the 2024 fiscal year, in the amount of up to sixty-three million, six hundred twenty- eight thousand, two hundred twenty-four reais (BRL 63,628,224.00), based on the recommendation of the Compensation Committee, encompassing any and all forms of compensation, including, but not limited to, salary, pro-labore, variable compensation, share-backed incentive plan, direct and indirect benefits, among others of similar nature.
2. Approved the proposal to amend article 5, caput, of the Company's Bylaws, to reflect the approved capital increases within the limit of the Company's authorized capital, at the Board of Directors Meetings held on August 10, 2023 and February 9, 2024, with the consequent restatement of the Bylaws.
3. Approved to call the Company's Ordinary and Extraordinary General Meetings to be held, on first call, on May 15, 2024, at 11:00 am, to resolve (i) at the Ordinary General Meeting, on the matters established in items (A) and (B) of the Agenda; and (ii) at the Extraordinary General Meeting, on the matter established in item (C) of the Agenda.
4. Authorize the Company's Board of Officers to take all measures and perform the acts necessary to implement the resolutions approved herein.
   6. Drawing up and Reading of the Minutes:As there was nothing further to be discussed, the work was closed and the meeting was suspended for the time necessary to draw up these minutes, which, once the session was reopened, were read, approved and signed by all those in attendance. Chair: David Gary Neeleman - Chairman; and Raphael Linares Felippe - Secretary. Members of the Board of Directors: David Gary Neeleman, Sergio Eraldo de Salles Pinto, Carolyn Luther Trabuco, Daniella Marques Consentino, Michael Paul Lazarus, Décio Luiz Chieppe, Renan Chieppe, José Mario Caprioli dos Santos, Gilberto de Almeida Peralta, Patrick Wayne Quayle, Peter Allan Otto Seligmann and Renata Faber Rocha Ribeiro.

These minutes are a faithful copy of the original drawn up in the

appropriate book.

Barueri, April 12, 2024.

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