Azul SA: AGM/AGE – Management Proposal – Ordinary and Extraordinary General Meetings

AZUL S.A.

BOARD OF DIRECTORS ON MARCH 28, 2022

MANAGEMENT PROPOSAL

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF APRIL 28, 2022 – OEGM

CONTENTS

1. Message from the Chairman of the Board of Directors …………………………. …………… …………… 3

2. Instructions for participation in the OEGM ……………………………………….. …………………………………… 5

3. Management proposal ………………………………………… …… …………………………………….. …… .. 7

APPENDIX I ………………………………………… ………………………………………….. ………………….. 12

APPENDIX II ………………………………………… ………………………………………….. ………………….. 86

APPENDIX III ………………………………………… ………………………………………….. ………………….. 140

APPENDIX IV ………………………………………… ………………………………………….. ………………….. 154

APPENDIX V ………………………………………… ………………………………………….. .. ………………….. 185

1.

Message from the Chairman of the Board of Directors

Dear shareholder,

In accordance with the corporate governance practices adopted by Azul SA (“Company” Where “Azul“), based on the principles of transparency, fairness, responsibility and corporate responsibility, we invite you to attend the Ordinary and Extraordinary General Meetings (“OEM“) to be held on April 28, 2022, at 10 a.m., at our registered office, located at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, Edifício Jatobá, 8and floor, Castelo Branco Office Park, CEP 06460-040, in the city of Barueri, State of São Paulo, to decide on:

Ordinary business:

(1) Take note of the Company’s management accounts and examine, discuss and vote on the management report and the financial statements, as well as the independent external auditor’s report, for the 2021 financial year; and

(2) Set the overall annual compensation of the Company’s executives for the 2022 financial year.

Extraordinary cases:

(1) Amend articles 5 and 6 of the Company’s articles of association in order to reflect the new share capital and the balance of the authorized capital after the capital increases, within the limit of its authorized capital, as approved during the meetings of the Board of Directors of May 3, 2021; August 9, 2021; November 8, 2021; and February 22, 2022;

(2) Adjust certain provisions of the Articles of Association relating to related party transactions, to include references to the Company’s Related Party Transactions Policy;

(3) To modify “Section V” of the articles of association to include provisions relating to the transformation of the Governance Committee into an Environmental, Social and Governance Committee or “ESG Committee”;

(4) To modify article 17 §1 and article 21 §2 of the articles of association to exclude the requirement of digital certification of electronic mail for remote voting in meetings of the board of directors or the management board, as well as to exclude the reference to facsimiledue to its obsolescence;

(5) Update Article 7 of the Articles of Association to reflect the revocation and replacement of CVM instruction n. 358, dated January 3, 2002 by CVM Resolution N. 44, dated August 23, 2021, currently in effect;

(6) To the Special Meeting, in accordance with Article 12 of the Company’s Articles of Association, to adapt certain provisions of the Articles of Association to remove any reference to the Self-Regulatory Code for Mergers and Acquisitions issued by the Brazilian Takeover Commission (Committee of Aquisições e Fusões) (“CIF“) due to its dissolution pronounced on May 31, 2021 by the CAF Supporters Association;

(7) To reformulate the Articles of Association to reflect the proposed amendments, among other minor adjustments; and

(8) To ratify again the information contained in the subject “02. Notice of appeal” of the minutes of the Company’s Annual and Extraordinary General Meetings, held on April 29, 2021, to rectify the dates and method of publication of this notice of meeting.

With the exception of item “2” of the ordinary agenda and item “6” of the extraordinary agenda, for which the Preferred Shareholders are also entitled to vote, the other resolutions on the day of the OEGM are not listed as matters to be approved by Shareholders in preference, in accordance with the Articles of the Company, so only Shareholders holding ordinary shares are entitled to vote on these matters at this AGEO. Notwithstanding, shareholders holding preferred shares have the right to attend the OEGM and discuss the issues on the agenda, in accordance with article 125, single paragraph, of Brazilian law n. 6,404, dated December 15, 1976, as amended (“LSA“).

The approval of item “6” of the EGM agenda requires the prior approval of the shareholders holding preferred shares, as it is a Special Question within the meaning of Article 6 § 9 of the Company’s articles of association.

In the expectation that this document will help each Shareholder to fully exercise their rights and prerogatives, we reaffirm the relevance of the participation of Shareholders in the AGOE thus convened.

Additionally, Azul shareholders can contact the Investor Relations team directly, via email. invest@voeazul.com.br or by phone (+55) 11 4831-2880, to clarify any doubts.

Truly,

David Gary Neeleman Chairman of the Board of Directors

2.

Instructions for participation in the OEGM

Shareholders of the Company may attend the OEGM and vote in person or, if unable to attend, they may appoint a proxyholder, provided their shares are registered with the accounting agent, Banco Bradesco SA ( “Bradesco“), pursuant to Section 126 of the ICA.

2.1. Shareholders present in person

Shareholders who wish to attend the OEGM must arrive a few minutes before the time indicated in the notice of meeting and provide up-to-date proof of ownership of the shares of the Company issued by Bradesco and/or by a depository institution, as well as the following documents:

(I) For individuals: original photo ID. For example: identity card (RG), resident alien identity card (RNE), driving license (CNH) or membership card of an officially recognized professional association;

(ii) For legal persons: identity document with photo of the legal representative of the shareholder, duly accompanied by a notarized copy or the original of the articles of incorporation of the company, as well as corporate mandates identifying the legal representative of the company (minutes of the meeting that elected the members of the board of directors, the board of directors or the power of attorney, as the case may be);

(iii) For investment funds: identity document with photo of the legal representative of the administrator of the fund (or of the manager of the fund, as the case may be), accompanied by a notarized copy or the original of the regulations and the statutes of the fund or the statutes of the administrator of the fund (or the manager, as the case may be) as the case may be), as well as the corporate office documents identifying the legal representative of the legal entity.

2.2. Representation of shareholders by a proxy

Shareholders who are unable to attend the OGM may be represented by a representative appointed less than one (1) year before the meetings, under the conditions provided for in article 126, §1 of the LSA.

Proxies can only be granted to persons who meet at least one of the following conditions: they must be: (I) a shareholder or member of the 5

About Charles D. Goolsby

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