EGM - Bylaws, Resignation and Election of Board member, Related Parties: Lilium and Azorra

AZUL S.A.

Publicly-held Company

CNPJ/ME n. 09.305.994/0001-29

NIRE 35.3.00361130 - CVM Code n. 02411-2

MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

HELD ON DECEMBER 29, 2022

1. Date, Time and Place: Held on December 29, 2022 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.
2. Publications and Call Notice: First call notice: (a) published on 08, 09, 10, 11 and 12 of December of 2022, in the Diário Comercial 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 December 08, 2022 - page B4; December 09, 2022 - page B3; and 10, 11 and 12 of December of 2022 - page B2; and (a.2) fingerprints of December 08, 2022 - page 06; December 09, 2022 - page 02; and 10, 11 and 12 of December of 2022 - page 02; and (b) made available on December 08, 2022 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 ("CVMR 81"), 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.
3. Attendance and Quorum: Shareholders representing: (i) 100% of the common shares of the Company; and (ii) 20,56% of the preferred shares of the Company attended the meeting; pursuant to the signatures on the Shareholders' Attendance Book of the Company. Therefore, the minimum quorum provided for in the Corporation Law and in the Company's Bylaws is verified and this meeting is installed on first call.
4. Chair: Mr. André Mercadante Américo assumed the presidency of the Chair according to the article 8th, sole paragraph of Company's Bylaws, who indicated Ms. Alessandra Leonardi de Azevedo Souza as secretary.
5. Agenda: To consider and resolve on the following matters:
   A. Update and restatement of the Company's Bylaws to:
6. 1. include amendments to the caput of articles 5 and 6, in order to reflect the Company's new capital stock and balance of authorized capital after the capital increases, within the limits of its authorized capital, as approved at the meetings of

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the Board of Directors held on May 5, 2022 ; August 8, 2022; and on November 7, 2022;

1. 1. adjust the wording of article 39, in order to allow the annual approval of the Company's business plan to take place during the last quarter of each fiscal year;
   2. at the Special Meeting, pursuant to article 12 of the Bylaws, include provisions related to the conversion of the "Governance Committee" into the "Environmental, Social & Governance Committee", or simply "ESG Committee" of the Company; and
   3. insert other purely formal adjustments, in order to restate the Company's Bylaws.
2. The resignation request submitted by an independent member of the Company's Board of Directors;
3. Election of a new member of the Company's Board of Directors, pursuant to article 11, item "c" of the Company's Bylaws;
4. At the Special Meeting, the ratification of the instruments entered into between Azul
   Linhas Aéreas Brasileiras S.A. ("ALAB") and entities of the Lilium group, as per resolution and proposal of the Board of Directors at a meeting held on August 8, 2022; and
5. At the Special Meeting, the ratification of the instruments entered into between ALAB and entities of the Azorra group, as per the resolution and proposal of the Board of Directors at a meeting held on November 7, 2022.

1. 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; (B) 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.
2. Resolutions: Before the beginning of the discussions, the Board registered the removal of item "A - iii", as well as items "D" and "E" from the agenda of the Extraordinary General Shareholders' Meeting, not counting the votes for such deliberation, so that the topic must be submitted, in due course, for later deliberation. Subsequently, after examining and discussing the matters, the shareholders resolved as follows:

7.1. Approve, 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 update and restatement of the Company's Bylaws to:

1. include amendments to the caput of articles 5 and 6, which are now in force under the terms of the consolidated Bylaws contained in Annex Ato these minutes, to reflect the Company's new capital stock and balance of authorized capital after the capital

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increases, within the limit of its authorized capital, as approved at the meetings of the Board of Directors held on May 5, 2022 ; August 8, 2022; and November 7, 2022, due to the exercise of the Company's stock options, within the authorized capital limit;

1. adjust the wording of article 39, which are now in force under the terms of the consolidated Bylaws contained in Annex Ato these minutes, in order to allow the annual approval of the Company's business plan to take place during the last quarter of each fiscal year; and
2. insert other purely formal adjustments, in order to restate the Company's Bylaws, which shall come into force under the terms of Annex Ato these minutes.

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 by Mr. Gelson Pizzirani, Brazilian citizen, married, business administrator, bearer of identity card RG No. 5.407.200 - SSP/SP, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance ("CPF/ME") under No.
   528.223.038-00, with business address at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Torre Jatobá, Condomínio Castelo Branco Office Park, Bairro Tamboré, Zip Code 06460- 040, in the city of Barueri, State of São Paulo, to the positions of independent member of the Board of Directors of the Company, for which he was elected at the Company's Extraordinary General Shareholders' Meeting held on April 30, 2012, as well as the position of member of the Company's Audit Committee, for which he was elected at the Company's Board of Directors' Meeting held on January 8, 2015, pursuant to the resignation letter contained in "Annex I" to the minutes of the Board of Directors' Meeting held on December 8, 2022. The Company hereby expresses appreciation and gratitude for the relevant services rendered by Gelson Pizzirani during the term of his mandates.
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, Mrs. Renata Faber Rocha Ribeiro, Brazilian citizen, married, business administrator, bearer of identity card RG nº 29.810.675-9 - SSP/SP, with passport nº FX882333, registered with CPF/ME under nº 215.671.488-67, with business address at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Torre Jatobá, Condomínio Castelo Branco Office Park, Bairro Tamboré, Zip Code 06460- 040, in the city of Barueri, State of São Paulo, to complete the two-year unified term of office currently in force (i.e., until the Ordinary General Shareholders' Meeting to be held on 2023), reelection being permitted, according to the provisions of article 11, item "c" of the Company's Bylaws, who becomes a member of the Company's Board of Directors as of that date herein, upon signature of the Term of Possession and Clearance and Term of Consent of the Administrators, contained in Annex Iand Annex IIhereto, respectively, which will be duly drawn up in Company's own book, as a new female member, according to the Company's commitment

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to make efforts to promote gender equality, as per the favorable opinion of the Company's ESG Committee, at a meeting held on November 7, 2022.

1. The Company's Board of Directors will continue to have eleven (11) members, and the current members were duly elected at the Company's Ordinary and Extraordinary

General Shareholders' Meetings, held on April 28, 2021, 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. Patrick Wayne Quayle;
9. Gilberto de Almeida Peralta;
10. Peter Allan Otto Seligmann; and
11. Renata Faber Rocha Ribeiro.
12. 1. For purposes of complying with the provisions of article 3, paragraph 2 of CVM Resolution No. 80, dated as of March 29, 2022, a summary of the professional profile of Mrs. Renata Faber Rocha Ribeiro is pasted below:

Mrs. Renata Faber holds a degree in Business Administration from Fundação Getúlio Vargas - FGV, and has been working at BTG Pactual Group since August 2020, where she holds the position of ESG Director for Exame Magazine. Prior to that, Renata accumulated over 15 years of experience in Equity Research at Itaú BBA, in the transportation, logistics and capital goods sectors, being recognized by Institutional Investor magazine's ranking as one of the best analysts in Latin America in these sectors, between 2005 and 2017. Renata also studied Leadership in Sustainability and Corporate Responsibility at London Business School, and has been active in several partnerships and projects aimed at advancing the sustainability agenda. Mrs. Renata has also been an independent member of Audit Committee of the Company since December 8, 2022.

7.4. Approve, 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 ratification, in accordance with the resolution and proposal of the Board of Directors at a meeting held on August 8, 2022, of the instruments entered into between ALAB and entities of the Lilium group, which became a related party of the Company after the election of the Chairman of the Board of Directors of the Company, Mr. David Gary Neeleman, as a member of the Board of Directors of Lilium N.V., as indicated below, since these

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are in line with the partnership project between the Company and Lilium group, involving efforts to implement operations with eVTOL aircraft, 100% electric and with zero carbon emissions:

1. 1. Warrant Agreement and Warrant Certificate, both dated as of October 22, 2021; and
   2. Registration Rights Agreement dated as of March 8, 2022.
2. Approve, 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 ratification, in accordance with the resolution and proposal of the Board of Directors at a meeting held on November 7, 2022, of the instruments entered into between ALAB and entities of the Azorra group, which became a related party of the Company after the election of the Chairman of the Board of Directors of the Company, Mr. David Gary Neeleman, as a member of the Board of Directors of Azorra, as indicated below, since these are in line with the expansion projects of the Company's aircraft fleet, namely:
3. 1. Aircraft Sale Agreement, dated as of August 26, 2022, entered into by and among Azorra Aircraft Holdings LLC. (entity of the Azorra group), as Buyer; and ALAB, as seller of five (5) Embraer aircraft, model ERJ190-200, whose manufacturer serial numbers follow: 19000692; 19000391; 19000386; 19000361; and 19000434; together with two (2) General Electric engines CF34-10E5A1, for each aircraft; and
   2. five (5) Aircraft Operating Lease Agreements, of which three (3) dated on August 26, 2022 and two (2) dated on September 30, 2022, entered into by and between ALAB and Wilmington Trust Company, in which Azorra Limited and Azorra LLC. (both entities of the Azorra group), appear as "Servicer".
4. The shareholders expressly authorize the management of the Company to take all measures required to implement the resolution hereby taken.

8. 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: André Mercadante Américo - Chairman; Alessandra Leonardi de Azevedo Souza - Secretary.

Shareholders in Attendance:

1) The following list includes the shareholders represented by Ms. Aline de Oliveira Guedes

DAVID GARY NEELEMAN

ALEXANDRE WAGNER MALFITANI

JASON TRUMAN WARD

TRIP PARTICIPAÇÕES S.A.

TRIP INVESTIMENTOS LTDA.

RIO NOVO LOCAÇÕES LTDA.

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