Azul S A : Board of Directors' Meeting Minutes - Reelection of the members of the Board of Executive Officers

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 MEETING OF THE BOARD OF DIRECTORS

HELD ON JANUARY 11, 2021

1. Date, time and place: January 11, 2021, at 10:00 a.m., at the headquarters of the Company, located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 9º andar, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, CEP 06460-040, in the city of Barueri, State of São Paulo.
2. Call Notice and Attendance:Call notice was given to all members of the Board of Directors, pursuant to Article 17 of the Bylaws, and the totality of the members of the Board of Directors attended the meeting , in person or remotely, and expressly voted through letter, facsimile or digitally certified e-mail, pursuant to Article 17, Paragraph 1, of the Bylaws.
3. Board: Chairman: John Peter Rodgerson; Secretary: Joanna Camet Portella.
4. Agenda: To pass a resolution on: the reelection of the members of the Board of Executive Officers;
5. Unanimous Resolutions: The meeting was installed and after discussing the matters of the agenda:

• The totality of the board members in attendance, unanimously and without any restrictions, decided to approve the reelection of the following officers, for a two (2) years mandate counted from the date hereof: (i) John Peter Rodgerson, U.S. citizen, married, entrepreneur, bearer of foreigners' ID card (RNE) No. V558442-M CGPI/DIREX/DPF, enrolled with the Brazilian
  Individuals Taxpayers' Registry (CPF/MF) under No. 233.337.188-98, as Chief Executive Officer; (ii) Alexandre Wagner Malfitani, Brazilian citizen, married, engineer, bearer of ID card (RG) No. 15.128.472 SSP/SP, enrolled with the Brazilian Individuals Taxpayers' Registry (CPF/MF) under No. 131.854.718-06, as Chief Financial Officerand Investor Relations Officer; and (iii) Abhi Manoj Shah, U.S. citizen, married, aerospace engineer, bearer of foreigners' ID card (RNE) No. V565504-Z CGPI/DIREX/DPF, enrolled with the Brazilian Individuals Taxpayers' Registry
  (CPF/MF) under No. 233.420.638-58, as Chief Revenue Officer; all of them domiciled in the city of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhôa Rodrigues, 939, 8º andar, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, CEP 06460-040.

Each of the officers hereby elected represents that: (i) he is eligible and has not committed any crime set forth by law or regulation issued by the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM) preventing him from exercising his duties (accordingly, he is in

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compliance with all requirements set forth in Article 147 and relevant paragraphs of Law No. 6.404/76, regulated by CVM Instruction No. 367/02); (ii) he is not disqualified pursuant to special law; he has not been convicted of bankruptcy crime, malfeasance, bribery or kickback, corruption, embezzlement, antitrust crime, crime against the Brazilian financial system, antitrust violation, trade restraint, forgery or violation of property; nor has he been convicted of criminal offense and sentenced to a penalty that prevents him from taking public office, even if temporarily, pursuant to paragraph 1 of Article 147 of Law No. 6.404/76; and (iii) he fulfills the requirement of unblemished reputation set forth in paragraph 3 of Article 147 of Law No. 6.404/76. Accordingly, the officers, having fulfilled the legal formalities, were immediately invested in their respective offices. The officers executed their respective terms of investiture and eligibility and were invested in the office for which they were elected, whose responsibilities are set forth in the Company's Bylaws.

The Board of Executive Officers of the Company is authorized to take all measures and practice all acts required to implement the resolutions hereby approved and the Board of Directors ratifies the relevant acts already practiced by the Board of Executive Officers.

6. Drafting 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. (signatures) Board: John Peter Rodgerson - Chairman; and Joanna Camet Portella - Secretary. Members of the Board of Directors: David Gary Neeleman, Sergio Eraldo de Salles Pinto, Michael Paul Lazarus, Carolyn Luther Trabuco, Gelson Pizzirani, Decio Luiz Chieppe, Renan Chieppe, José Mario Caprioli dos Santos, John Ray Gebo and Gilberto de Almeida Peralta.

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

Barueri, January 11, 2021.

John Peter Rodgerson	Joanna Camet Portella
Chairman	Secretary

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