Azul S A : Board of Directors' Meeting Minutes - Issuance of Debentures

AZUL S.A.

CNPJ/MF nº 09.305.994/0001-29

NIRE 35.300.361.130

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON JUNE 03, 2024

1. DATA, TIME AND PLACE: on June 03, 2024, at 10 A.M., at Avenue Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, ZIP code No. 06.460-040, in the city of Barueri, State São Paulo.
2. CALL NOTICE AND ATTENDANCE: The Board of Directors' Meeting for Azul S.A. ("Company" or
   "Guarantor"), held with the presence of the undersigned members, regardless of call notice, pursuant to article 17, second paragraph, of the Company's Bylaws.
3. PRESIDING BOARD: Chairman: David Gary Neeleman; and Secretary: Raphael Linares Felippe.
4. MATTER DISCUSSED: Examining the following items:
5. 1. the granting, by the Guarantor, of a personal guarantee in the form of a surety, within the scope of the issuance of simple debentures, not convertible into shares, in single series, with secured guarantee, with additional personal guarantee, of the 12th (twelfth) issuance of the Azul Linhas Aéreas Brasileiras S.A. ("Issuer", "Issuance" e "Debentures", respectively), with the total value of until R$ 600.000.000,00 (six hundred million reais), at Date of Issuance (as to be defined in the Issuance Indenture), under a best efforts placement system, for the public distribution, under the automatic registration procedure, to be carried out pursuant to Brazilian
      Securities and Exchange Commission ("CVM") Resolution No. 160, of July 13, 2022, as amended ("CVM Resolution No. 160") and other applicable legal and regulatory provisions ("Offer"), upon execution of the "Instrumento Particular de Escritura da 12ª (Décima Segunda) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie Com Garantia Real, Com Garantia Adicional Fidejussória, em Série Única, para Distribuição Pública, da Azul Linhas Aéreas Brasileiras S.A." that will be entered between the Issuer, the Company, the Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda. ("Trustee") and, in the capacity of intervening consenting party, the Raízen S.A. ("Issuance Indenture"), expressly waiving the benefits of order, rights and faculties of exoneration of any nature, including those provided for in articles 333, sole paragraph, 364, 365, 366, 368, 821, 824, 827, 834, 835, 837, 838 and 839, all of Law No. 10,406, of January 10, 2002, as amended, and articles 130, 131 and 794, of Law No. 13,105, of March 16, 2015, as amended, subject to the terms and conditions to be provided for in the Issuance Indenture ("Surety");
   2. the authorization to the Company's board of directors and/or its attorneys-in-fact, to adopt any and all necessary measures relating to the execution and formalization of the granting of the Guarantee within the scope of the Issuance and the Offer, including, without limitation, (a) execution of the Issuance Indenture, the Distribution Agreement (as defined in the Issuance Indenture), as well the eventual amendments, such as the amendment to the Issuance Indenture that will ratify the result of the collection of investment intentions, the necessary documents to the deposit of Debentures at B3 S.A. - Brasil, Bolsa, Balcão ("B3") and eventual powers of attorney necessary; and (b) to carry out any and all acts related to the publication and registration of the documents necessary for the execution and formalization of the granting of the Guarantee within the scope of the Issuance and the Offer before the competent bodies, agencies or autarchies with which it is necessary to adopt any measures for the implementation of the acts mentioned in the previous items; and

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1. 1. the ratification of all acts already practiced by the Company's board of directors and/or its attorneys-in-fact, as the case may be, relating to the above resolutions.
2. RESOLUTIONS: the following deliberations were taken and approved by unanimous vote:
3. 1. Approve the granting, by the Company, of the Surety, upon execution of the Issuance Indenture;
   2. authorize the Company's board of directors and/or its attorneys-in-fact, including as legal representatives, to adopt any and all necessary measures relating to the execution and formalization of the granting of the Guarantee within the scope of the Issuance and the Offer, including, without limitation, (a) execution of the Issuance Indenture, the Distribution Agreement, as well the eventual amendments, as the amendment to the Issuance Indenture that will ratify the result of the collection of investment intentions, the necessary documents to the deposit of Debentures at B3 and eventual powers of attorney necessary; and (b) carry out any and all acts related to the publication and registration of the documents necessary for the execution and formalization of the granting of the Guarantee within the scope of the Issuance and the Offer before the competent bodies, agencies or autarchies with which it is necessary to adopt any measures for the implementation of the acts mentioned in the previous items; e
   3. ratify all the acts already practiced by the Company's board of directors and/or its attorneys-in- fact, as the case may be, relating to the above resolutions.
4. CLOSURE: with no business to be further discussed, the meeting was closed, and the minutes were drawn up, read, approved, and signed by the presiding board members. Members of the Board of Directors' that were present: David Gary Neeleman; Carolyn Luther Trabuco; Daniella Marques Consentino; Décio Luiz Chieppe; Gilberto de Almeida Peralta; Patrick Wayne Quayle; José Mário Caprioli dos Santos; Michael Paul Lazarus; Renan Chieppe; Sérgio Eraldo de Salles Pinto; Peter Allan Otto Seligmann and Renata Faber Rocha Ribeiro. Signatures: PRESIDING BOARD: Chairman: David Gary Neeleman; and Secretary: Raphael Linares Felippe.

For all legal purposes, it is hereby stated that a true and authentic copy is filed and signed by those in attendance in the proper book.

Barueri, June 03, 2024.

PRESIDING BOARD:

______________________________	_________________________________
David Gary Neeleman	Raphael Linares Felippe
Chairman	Secretary

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