Committees

Our audit committee is composed of three members who are elected by our board of directors and the majority of which must be independent members. According to our bylaws, at least two members of our audit committee shall be independent members of our board of directors. The members shall be appointed for a two-year term of office, being permitted reelection, with a limit of ten consecutive years in office. Upon reaching the ten consecutive year limit, members will become eligible to serve on this committee again after three years from the end of his or her last term of office. The audit committee is responsible for:

(i) advising our board of directors regarding the selection of independent auditors,

(ii) reviewing the scope of the audit and other services provided by our independent auditors,

(iii) evaluating and monitoring related party transactions and

(iv) evaluating our internal controls, among other things.

The members of our audit committee are Renata Faber, Gilberto Pizzirani and Sérgio Eraldo de Salles Pinto (coordinator), all of whom are independent members of the audit committee under applicable SEC and NYSE rules. As of December 31, 2021 all members of our audit committee have either satisfied the independence requirements of the SEC and NYSE applicable to audit committees of foreign private issuers or qualified for an exemption under the applicable rules. At least one member of the audit committee is an audit committee “financial expert” within the meaning of the rules adopted by the SEC relating to the disclosure of financial experts on audit committees in periodic filings pursuant to the Exchange Act.

Name	Position held
Gilberto de Almeida Peralta	Committe member and coordinator
Gilberto de Almeida Peralta has been an independent member of our Board of Directors since August 24, 2018. With more than 40 years of experience in the aviation sector, Peralta has held led positions at General Electric-GE global conglomerate, including the positions of Chief Executive Officer of GE Brasil, General Manager of GE Capital Aviation Services in Latin America and Caribbean, having also held the position of Vice President at GE Aviation in France, where he led the Airbus aircraft area. Peralta holds a bachelor’s degree in Civil and Mechanical Engineering from the Universidade Católica de Petrópolis, and currently also serves as Chairman of the Board of Directors of Helibras – Helicópteros do Brasil S.A., an Airbus Group subsidiary, as well as an independent director of Ascensus Group.
Renata Faber Rocha Ribeiro	Committee member
Renata Faber Rocha Ribeiro has been an independent member of our Audit Committee since December 8, 2022. She 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.
James Jason Grant	Committee member
James Jason Grant is an independent member of our Board of Directors. Mr. James is a management partner of a Private Equity company, Headhaul Capital Partners, that focuses on investing in transportation and logistics companies. From February 2022 until August 2024, he was the Chief Financial Officer of Singer Vehicle Design Inc., a luxury automobile manufacturer.

Our compensation committee is composed of three members who are elected by our board of directors two of which shall be independent members of the board of directors, according to the regulations of the Level 2 segment of B3 and the CVM rules of independence. Our compensation committee’s principal responsibilities include:

(i) reviewing corporate goals,

(ii) evaluating certain executive compensation arrangements as well as the performance of key executives, and
(iii) recommending compensation, incentive-compensation and stock option and restricted stock plans to the board of executive officers.

The current members of our compensation committee are David Neeleman, Sérgio Eraldo de Salles Pinto and Carolyn Luther Trabuco, all of whom are directors of our company. Their mandates are for an unlimited duration, until the board of directors replaces them. As a foreign private issuer, we are not required to comply with the SEC rules applicable to compensation committees.

Name	Position held
Sérgio Eraldo de Salles Pinto	Committee member and coordinator
Sérgio Eraldo de Salles Pinto has been an independent member of our Board of Directors since March 10, 2008. Sergio is CEO of Grupo Bozano and currently also serves as an external member of the Audit, Risk and Ethics Committee of Embraer, member of Investment Committees of Crescera Capital, CEO of Legend Capital and representative member of the Shareholders Committee of Conglomerado Alfa. In addition to the positions currently held, he served as a member of the Board of Directors of large companies, such as Netpoints, Embraer, Votorantim S.A. and Votorantim Finanças S.A., having also served as director of Banco Bozano, Simonsen S.A., and held the position of Chairman of Bozano Simonsen Securities in London. Sergio holds a degree in Economics and Electrical Engineering from the Universidade de Brasília and a master’s degree in Economics from Fundação Getúlio Vargas do Rio de Janeiro and a master’s degree in Business Administration from the Pontifícia Universidade Católica do Rio de Janeiro.
David Gary Neeleman	Committee member
David Neeleman, a dual Brazilian and U.S. citizen, is the Chairman of our Board of Directors and served as Chief Executive Officer until July 2017, since he founded Azul in January 2008. Prior to Azul, Mr. Neeleman founded JetBlue Airways, where he held the position of Chief Executive Officer from 1998 to 2007 and Chairman of the Board of Directors from 2002 to 2008. Mr. Neeleman’s career in the airline industry began in 1984 when he co-founded Morris Air. As President of Morris Air, he implemented the industry’s first electronic ticketing system and pioneered a home reservationist system that is now the foundation of JetBlue’s call center. Mr. Neeleman sold Morris Air in 1993 and took the electronic ticketing to Open Skies Incorporated. He later sold Open Skies Inc. to Hewlett Packard in 1999. Mr. Neeleman was also co-founder of WestJet Airlines and served as a member of its Board of Directors from 1996 to 1999. Mr. Neeleman currently also serves as CEO and Chairman on Breeze AirwaysTM, as well as a member of the Board of Directors of Lilium N.V. since September 2021.
Jonathan Seth Zinman	Committee member
Jonathan Seth Zinman is an independent member of our Board of Directors. Mr Jonathan has over 17 years of industry experience. He founded and currently manages JZ Advisors LLC and sums many years as a managing director at large capital and asset management companies. Mr. Zinman holds a BA from Duke University and an MBA and JD from the University of Michigan.

The ESG Committee is a statutory advisory body directly linked to the Board of Directors, comprising 4 (four) members appointed by the Board of Directors. At least 2 (two) of the members of the ESG Committee must be independent members of the Board of Directors, as defined in the Level 2 segment of B3 and CVM rules of independence, one of them being assigned the role of Coordinator. Our ESG Committee’s principal responsibilities include:

(i) Develop and carry out the continuous evaluation of the ESG plan and strategy instituted by the Company, verifying the consolidation of the orchestrated action plans, as well as other proposals and initiatives involving the topic in question, preparing the organizational model in reference in line with internal procedures to be taken and the organizational structures required to implement the ESG Plan;

(ii) Review and support the Board of Executive Officers in the preparation of updates, amendments and innovations to the Code of Ethic and Conduct of the Company;

(iii) Recommend the adoption, adhesion, entry, maintenance or continuity of the Company in “Protocols”, “Principles”, “Agreements”, “Pacts”, “Initiatives” and “Treaties” national or international, directly or indirectly related to ESG;

(iv) Participate in the preparation and updating of reports that demonstrate the Company’s ESG performance to interested parties (stakeholders);

(v) Provide support in maintaining the Related-Party Transactions Policy of the Company, in order to express its opinion about potential conflicts of interest among members of the Board of Directors and the Company; and

(vi) Express an opinion about: (I) the sale or transfer of the Company’s fixed assets in amounts greater than three percent (3%) of the net earnings recorded in the Company’s consolidated financial statements of the last fiscal year, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein the Company operates; (II) any transaction between Company’s shareholders, officers or related parties, their respective spouses, ascendants, relatives up to the third degree, its Controlling Entities, or persons under common Control on one side, and the Company or its Subsidiaries on the other side, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein the Company operates; and (III) contracting any financial obligation not provided for in the annual plan or budget of the Company or its subsidiaries, which amount, in Reais, is greater than two hundred million dollars (US$200,000,000.00), converted by the PTAX rate published by the Central Bank on its webpage on the day of the transaction.

Name	Position held
Renata Faber Rocha Ribeiro	Committee member and coordinator
Renata Faber Rocha Ribeiro has been an independent member of our Audit Committee since December 8, 2022. She 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.
Gilberto de Almeida Peralta	Committee member
Gilberto de Almeida Peralta has been an independent member of our Board of Directors since August 24, 2018. With more than 40 years of experience in the aviation sector, Peralta has held led positions at General Electric-GE global conglomerate, including the positions of Chief Executive Officer of GE Brasil, General Manager of GE Capital Aviation Services in Latin America and Caribbean, having also held the position of Vice President at GE Aviation in France, where he led the Airbus aircraft area. Peralta holds a bachelor’s degree in Civil and Mechanical Engineering from the Universidade Católica de Petrópolis, and currently also serves as Chairman of the Board of Directors of Helibras – Helicópteros do Brasil S.A., an Airbus Group subsidiary, as well as an independent director of Ascensus Group.
Daniella Marques Consentino	Committee member
Daniella Marques Consentino has been an independent member of the Company’s Board of Directors since October 2023. Mrs. Marques has more than 17 years of experience in the financial market and in asset management area, is Chairperson, and partner responsible for Business Solutions area of Legend Capital. Mrs. Marques is also a member of the Strategic Board of Astra Payments, and partner at Gaya Advisors were acts as a mentor and speaker on topics focused on inclusion and financial promotion of women. Mrs. Marques held the position of President of Caixa Econômica Federal, the largest bank in terms of assets in Brazil – exceeding 1 trillion Reais, with around 90 thousand employees. She worked directly in structuring and conducting female entrepreneurship and financial guidance programs for women through the “Caixa pra Elas” and “Brasil pra Elas” programs, reaching more than 30 million women. Mrs. Marques was also a founding partner and COO of Crescera Capital, and headed the Special Advisory for Strategic Affairs of the Brazilian Ministry of Economy, working on highly relevant projects, such as the Brazilian Pension Reform, the Sanitation framework and coping measures of COVID-19. She was the Special Secretary for Productivity and Competitiveness, leading the resumption of the Crédito Brasil Empreendedor program, the reduction of the Brazilian tax “IPI” and the Investment Monitor. She was President of the Board of Directors of Elo Serviços S.A. – Elo Cartões and the Brazilian Agency for Industrial Development – ABDI, as well as a member of the Board of Directors of CNP Seguros Holding Brasil S.A., among other leadership positions. Mrs. Marques has a degree in Business Administration from the Pontifical Catholic University of Rio de Janeiro – PUC/RJ, and an MBA in Finance from IBMEC.
James Jason Grant	Committee member
James Jason Grant is an independent member of our Board of Directors. Mr. James is a management partner of a Private Equity company, Headhaul Capital Partners, that focuses on investing in transportation and logistics companies. From February 2022 until August 2024, he was the Chief Financial Officer of Singer Vehicle Design Inc., a luxury automobile manufacturer.

The Committee was established by the Board as an advisory committee to the Board and shall be composed of at least three independent members (“Committee Members”), all of whom are appointed by the Board for a term of one year, and may be removed at any time by the Board, with or without cause. The activities and powers of the Committee are subject, in all respects, to the provisions of applicable law, the Company’s Bylaws, and the Regulations.

The main responsibilities of the Committee are:

(i) to evaluate, review, plan, supervise negotiations, and provide recommendations to the Board regarding any matters arising from or related to the Reorganization and general conduct of the Chapter 11 Proceeding.

Additionally, Mr. Samuel Aguirre has been appointed to the position of Chief Restructuring Officer.

Name	Position held
Jonathan Seth Zinman	Chairman of the Committee
Jonathan Seth Zinman is an independent member of our Board of Directors. Mr Jonathan has over 17 years of industry experience. He founded and currently manages JZ Advisors LLC and sums many years as a managing director at large capital and asset management companies. Mr. Zinman holds a BA from Duke University and an MBA and JD from the University of Michigan.
James Jason Grant	Committee member
James Jason Grant is an independent member of our Board of Directors. Mr. James is a management partner of a Private Equity company, Headhaul Capital Partners, that focuses on investing in transportation and logistics companies. From February 2022 until August 2024, he was the Chief Financial Officer of Singer Vehicle Design Inc., a luxury automobile manufacturer.
Renata Faber Rocha Ribeiro	Committee member
Renata Faber Rocha Ribeiro has been an independent member of our Audit Committee since December 8, 2022. She 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.

Azul has the Ethics and Conduct Committee (“Committee”), responsible for: (i) managing the Ethics and Conduct Code (“Code”); (ii) reviewing and judging more serious cases of violation to the Code; (iii) imposing the applicable disciplinary penalties; and (iv) deciding on the clarification of any doubts regarding its contents.

The Committee reports directly to the Company’s ESG Committee (“ESG Committee”) and will be composed by five (5) members, occupying the following positions: People Officer; General Counsel; Chief Financial Officer (or, alternatively, one guest Officer); Vice President of People, Customers and ESG; and the Head of Compliance, whose shall serve for a two-year term of office, reelection being permitted.

The members of the Committee are responsible, at all times, for: (i) ensuring that the rules of conduct of the Company are comprehended; (ii) ensuring the investigation and adequate treatment of conflicts and deviations of conduct submitted to the Committee for analysis; (iii) extensively disclosing the guidelines and rules of this Code to Crewmembers and third-party partners; and (iv) clarifying any doubts regarding this Code.

The Committee has the following main attributions:

(i) to promote the dissemination of the Code within the Company, as well as to third parties;

(ii) to examine and evaluate issues presented to the Committee regarding the responsibility, behavior and ethics of the Crewmembers and partners of the Company and its affiliates, providing conclusive opinions and, if necessary, recommendations for the solution of situations submitted for analysis;

(iii) to receive, analyze and treat reports of non-compliance arising from the Confidential Channel (and any other means used to report incidents) classified as being “critical” or of “high” impact. Reports classified as being of “medium” or “low” impact will only be assessed by the Committee at the discretion of the Internal Audit Manager;

(iv) to request information, data and statements from any Crewmember, with the purpose of clarifying the issues under analysis;

(v) in case of reports of non-compliance, to initially check their admissibility, and then formalize the process. The proceedings initiated by the Committee shall be concluded within an average term of forty (40) calendar days;

(vi) to propose sanctions to Crewmembers, as well as to third parties, in accordance with the current legislation and disciplinary measures provided for in the Company‘s internal policies;

(vii) to maintain the confidentiality of all information of which it has knowledge due to the Committee’s activities, considering the confidential nature of such information; and

(viii) to propose amendments to the Code, which shall be analyzed and approved by the Company‘s ESG Committee and submitted to approval by the Company‘s Board of Directors.

Current composition of the Committee:

Name	Position
Alexandre Wagner Malfitani	Member and Coordinator
Edson Massuda Sugimoto	Member
Raphael Linares Felippe	Member
James Jason Grant	Member
Jason Truman Ward	Member
Antônio Dibai Leão	Member
Alana Cristina Sachi	Member
Robson Braga da Costa	Member

Audit Committee

Compensation Committee

Environmental, Social and Governance Committee

Special Independent Committee

Ethics and Conduct Committee