AZUL S.A.

Publicly Held Company

Corporate Taxpayers' Registry (CNPJ/MF) No. 09.305.994/0001-29

Board of Trade (NIRE) 35.300.361.130

MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

HELD ON OCTOBER 04, 2023

  1. Date, Time and Place: Held on October 04, 2023 at 11:00 a.m., at the headquarters of AZUL S.A. ("Company"), located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Edifício Jatobá, Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo, Brazil.
  1. Publications and Call Notice: First call notice: (a) published in the Folha de São Paulo newspaper, according to articles 124 and 289 of the Brazilian Law n. 6,404, dated as of
    December 15, 1976, as amended ("Brazilian Corporation Law") in the: (a.1) printed editions of September 13, 2023 - page A22; September 14, 2023 - page A26; and September 15, 2023 - page A26; and (a.2) fingerprints of September 13, 14 and 15, 2023; and (b) made available on September 13, 2023 on the websites of the Brazilian Securities Commission ("CVM"), B3 S.A. - Brasil, Bolsa, Balcão ("B3"), and Investor Relations of the Company. In addition, all documents related to the matter to be voted herein, as provided for in the CVM Resolution n. 81, dated as of March 29, 2022, were made available to the shareholders at the Company's headquarters and on the websites of CVM, B3 and the Investor Relations of the Company.
  1. Attendance: Shareholders representing one hundred percent (100%) of the common shares of the Company, pursuant to the signatures on the Shareholders' Attendance Book of the Company.

IV. Installation: The Chairman confirmed the legal quorum and declared installed this Extraordinary General Shareholder's Meeting.

  1. Chair: Alexandre Wagner Malfitani, Chairman; and Raphael Linares Felippe, Secretary.

VI. Agenda: In accordance with the Management's Proposal approved by the Board of Directors in the meeting held on September 13, 2023, to decide and resolve on the following matters:

  1. Appreciate the resignation request submitted by an Alternate Member of the Company's Fiscal Council;
  2. Elect a new Alternate Member of the Company's Fiscal Council, pursuant to article 33, paragraph 4, of the Company's Bylaws, due to the aforementioned resignation request; and
  3. Elect a new female member to compose the Company's Board of Directors, pursuant to article 11, item "c" of the Company's Bylaws.

VII. Documents Reading, Casting of Votes, and Drafting of the Minutes: (A) the reading of the documents related to the matters to be discussed in this Extraordinary General Shareholders' Meeting was dismissed, as all shareholders in attendance are fully aware of such documents;

  1. the votes, protests, and any dissenting votes will be numbered, received, and authenticated by the Chair, remaining on file at the Company's headquarters, pursuant to Article 130, §1, of the Brazilian Corporation Law; and (C) the drafting of these minutes in summary form was authorized, as well as its publication excluding the signatures of all shareholders, pursuant to paragraphs 1 and 2 of Article 130 of the Brazilian Corporation Law.

VIII. Resolutions: After analyzing and discussing the matters on the agenda, the shareholders holding one hundred percent (100%) of the common shares of the Company, unanimously and without reservations resolved as follows:

  1. Accept, unanimously by shareholders holding one hundred percent (100%) of the common shares of the Company, having been considered 928,965,058 votes in favor, no votes against and no abstentions, the resignation request submitted on August 28, 2023 by Mr. Joelmir Silvestre Baumgratz, Brazilian, married, Administrator, bearer of identity card RG No. 60.305.408-X, registered with the Individual Taxpayers' Registry of the
    Ministry of Finance ("CPF/MF") under No. 030.565.739-98, for which he was elected at the time of the Ordinary and Extraordinary Shareholder's Meetings of the Company, jointly held on April 28, 2023, according to the resignation letter filed at the Company's headquarters.
  2. Due to the resignation approved above, to elect, unanimously by shareholders holding one hundred percent (100%) of the common shares of the Company, having been considered 928,965,058 votes in favor, no votes against and no abstentions, Mr. Fernando de Camargo Penteado, Brazilian, single, Lawyer and Accountant, bearer of identity card RG No. 32.308.255-5, registered with the CPF/MF under No. 298.062.708- 94, with professional Identity Card (CRC/SP) under No. 1SP285631/O-0, with business address 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, Brazil, to the position of Alternate Member of the Company's Fiscal Council, from that date hereof for the unified mandate in force (i.e., until the Ordinary General Meeting to be held in 2024), upon signature of the Term of Possession and Clearance and Term of Consent of the Members of the Fiscal Council contained in Annex Iand Annex IIhereto, respectively, which will be duly drawn up in the Company's own book.
  3. In connection with the Company's commitment to make efforts to expand diversity and promote gender equality at all levels of its organizational structure, to elect unanimously by shareholders holding one hundred percent (100%) of the common shares of the Company, having been considered 928,965,058 votes in favor, no votes against and no abstentions, Mrs. Daniella Marques Consentino, Brazilian, married, Administrator, bearer of identity card RG No. 10.805.322-4 - Detran/RJ, registered with the CPF/MF under No. 085.503.657-50, with business address 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, Brazil, as an Independent Member of the Company's Board of Directors, to complete the two-year unified term of

office currently in force (i.e., until the Ordinary General Shareholders' Meeting to be held on 2025), reelection being permitted, who becomes an Independent Member of the Company's Board of Directors on the date herein, upon signature of the Term of

Possession and Clearance and Term of Consent of the Administrators contained in Annex

  1. and Annex IVhereto, respectively, which will be duly drawn up in the Company's own book. The election approved herein is in accordance with the favorable opinion issued on September 13, 2023, by the Company's Board of Directors and ESG Committee, pursuant to Article 11, item "c" of the Company's Bylaws, so that the Company's Board of Directors will now be composed by twelve (12) members, as indicated below:
  1. David Gary Neeleman - Chairman of the Board of Directors;
  2. Sergio Eraldo de Salles Pinto - Vice-Chairman of the Board of Directors;
  3. Carolyn Luther Trabuco;
  4. Michael Paul Lazarus;
  5. José Mario Caprioli dos Santos;
  6. Decio Luiz Chieppe;
  7. Renan Chieppe;
  8. Gilberto de Almeida Peralta;
  9. Patrick Wayne Quayle;
  10. Peter Allan Otto Seligmann;
  11. Renata Faber Rocha Ribeiro; and
  12. Daniella Marques Consentino.

Finally, the shareholders expressly authorized the management of the Company to take all measures required to implement the resolution hereby taken.

IX. Closing and Drafting of the Minutes: With nothing further to discuss, and in the absence of any other statement, the meeting was interrupted for the time required to draft these minutes. These minutes were read, approved, and signed by the Chairman, the Secretary, and the shareholders in attendance. Chair: Alexandre Wagner Malfitani - Chairman; Raphael Linares Felippe - Secretary.

Shareholders in Attendance: i) David Gary Neeleman; ii) Trip Participações S.A.; iii) Trip Investimentos LTDA.; and iv) Rio Novo Locações LTDA., all represented by Ms. Alessandra Leonardi de Azevedo Souza.

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

Barueri/SP, October 04, 2023.

Alexandre Wagner Malfitani

Raphael Linares Felippe

Chairman

Secretary

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Azul SA published this content on 04 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2023 20:56:02 UTC.