Committees

Our audit committee is composed of three members who are elected by 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 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 Gelson Pizzirani and Sérgio Eraldo de Salles Pinto (coordinator). Sérgio Eraldo de Salles Pinto and Gelson Pizzirani are independent members of the audit committee under applicable SEC and NYSE rules. At least one member of the audit committee will be 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
Sergio Eraldo de Salles Pinto	Committe member and coordinator
Sergio Eraldo de Salles Pinto has been an independent member of our board of directors since March 10, 2008. He is the Chief Executive Officer of the Bozano Group. Mr. Salles is also a current board member of Embraer, Ouro Preto Óleo e Gás, Votorantim S.A. and Chief Executive Officer of Bozano Investimentos. In addition to holding these positions, Mr. Salles served as a borad member of Netpoints, Executive Director of Banco Bozano, Simonsen S.A and was Chairman of Bozano Simonsen Securities of London. Mr. Salles holds a bachelor’s degree in economics from Centro de Ensino Unificado de Brasília and electrical engineering from Universidade de Brasília, a master’s degree in economics from Fundação Getúlio Vargas do Rio de Janeiro, and a master’s degree in business administration from Pontifícia Universidade Católica do Rio de Janeiro.
Gelson Pizzirani	Committee member
Gelson Pizzirani has been an independent member of our board of directors since April 30, 2012. Mr. Pizzirani was a VP of Revenue Management and Fleet Planning at Tam Linhas Aéreas S.A. from 2002 to 2007. Before joining Tam Linhas Aéreas S.A., he held several management positions with different IT companies. Mr. Pizzirani holds a bachelor’s degree in mathematics from the Universidade do Santo André and a master’s degree in strategic management and information technology from Fundação Getúlio Vargas.
Gilberto Peralta	Committee member
Gilberto Peralta has been a member of our board of directors since August 24, 2018. With more than 35 years of experience in the aviation sector, Mr. Peralta has led several businesses within General Electric, including CEO of GE Brazil, General Manager of GE Capital Aviation Services, and Vice President at GE Aviation. He has lived and worked in Brazil, the United States and Europe and holds a bachelor’s degree in Civil and Mechanical Engineering from the Catholic University of Petropolis.

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
Carolyn Luther Trabuco	Committee member and coordinator
Carolyn Trabuco has been an independent member of our board of directors since March 10, 2008. Ms. Trabuco is founder of Thistledown Advisory Group, LLC, a sustainable finance and corporate strategy firm in Connecticut. Prior to Thistledown she was a Managing Director at Cornerstone Capital Group, Inc., a sustainable finance focused research and advisory firm in New York City where she published research on pre-financial corporate performance indicators based on the environment, social and governance practices of global resources companies. Before joining Cornerstone Ms. Trabuco was a Senior Vice President at Astenbeck Capital Management, LLC and Phibro Trading, LLC from 2009 until 2014 where she was responsible for global oil and gas commodity and equity analysis. From 2002-2009 she worked at Pequot Capital Management as a senior equity research analyst focused on the global resources sector and the Latin American region specializing in Brazil. Ms. Trabuco has worked in the financial services industry for over 20 years and has been involved with Azul since its foundation in 2008. Ms. Trabuco holds a bachelor’s degree in art history from Georgetown University.
David Gary Neeleman	Committee member
David Neeleman, a dual Brazilian and U.S. citizen, is the Chairman of our board of directors and our Chief Executive Officer and has served in these positions since he founded Azul in January 2008. Prior to Azul, Mr. Neeleman founded JetBlue, 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 and took the electronic ticketing to Open Skies. He sold Open Skies 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 is also part of a consortium that initially acquired a controlling interest in TAP through TAP’s privatization in 2015 and is a member of the board of directors of TAP.
Sergio Eraldo de Salles Pinto	Committee member
Sergio Eraldo de Salles Pinto has been an independent member of our board of directors since March 10, 2008. He is the Chief Executive Officer of the Bozano Group. Mr. Salles is also a current board member of Embraer, Ouro Preto Óleo e Gás, Votorantim S.A. and Chief Executive Officer of Bozano Investimentos. In addition to holding these positions, Mr. Salles served as a borad member of Netpoints, Executive Director of Banco Bozano, Simonsen S.A and was Chairman of Bozano Simonsen Securities of London. Mr. Salles holds a bachelor’s degree in economics from Centro de Ensino Unificado de Brasília and electrical engineering from Universidade de Brasília, a master’s degree in economics from Fundação Getúlio Vargas do Rio de Janeiro, and a master’s degree in business administration from Pontifícia Universidade Católica do Rio de Janeiro.

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
Michael Lazarus	Committee member and coordinator
Michael Lazarus has been an independent member of our board of directors since February 20, 2013. Mr. Lazarus co-founded Weston Presidio, a private equity firm focused on growth companies, in 1991 and currently serves as one of its Managing Partners. Mr. Lazarus is also a founding partner of Main Post Partners, a San Francisco based growth equity fund. Prior to the formation of Weston Presidio, he served as Managing Director and Director of the Private Placement Department of Montgomery Securities. He was previously the founding Chairman of JetBlue and served on the board of directors for the airline as well as on the boards of directors for Restoration Hardware, Morris Air, Guitar Center, Fender Musical Instrument Corp., Integro, Jimmy John’s LLC, and numerous privately held companies. Michael graduated with a bachelor’s degree in accounting from Grove City College and he is a certified public accountant in the United States.
Renan Chieppe	Committee member
Renan Chieppe has been an independent member of our board of directors since August 15, 2012 and General Executive Officer of Grupo Águia Branca’s passenger transportation unit since 1994. Mr. Chieppe joined Grupo Águia Branca in 1980. He is also a member of the board of directors of VIX Logística. Mr. Chieppe also served as chairman of the board of TRIP from 2008 to 2012. In 2001, he was elected president of the Espírito Santo State Passenger Transportation Trade Association (Sindicato de Transportes de Passageiros do Estado do Espírito Santo), a position he held for two consecutive terms. Mr. Chieppe holds a degree in business administration from Faculdades Integradas Espírito-Santenses.
Carolyn Trabuco	Committee member
Carolyn Trabuco has been an independent member of our board of directors since March 10, 2008. Ms. Trabuco is the founder of Thistledown Advisory Group LLC, an advisory firm that works with companies focusing on high growth disruptive industry opportunities created by ESG and sustainability driven investment demand. Prior to founding Thistledown, she was a portfolio manager and senior advisor at Phibro Energy Trading LLC, with responsibility for investing in global resources, oil and energy equities. Prior to that Ms. Trabuco was a portfolio manager and senior equity research analyst at Pequot Capital Management where she established the firm’s investment presence in global metals, mining and steel and in Brazil. Ms. Trabuco began her investment career in Equity Research at Fidelity Investments and later at the Wall Street firms Lehman Brothers, Montgomery Securities and First Union Capital Markets. She is a graduate of Georgetown University (A.B.) and Sacred Heart University (MPA).
Peter Seligmann	Committee member
Peter Seligmann has been an independent member of our board of directors since April 29, 2021. Peter is the CEO and co-founder of Nia Tero, a joint venture of the Emerson Collective, the MacArthur Foundation, the Mulago Foundation and Conservation International. Nia Tero works alongside Indigenous peoples and local communities in securing their rights, cultures, and well-being through agreements that secure the vitality of their oceans and lands. Peter is also the Chairman of the Board, and former CEO, of Conservation International (CI), a global nonprofit organization he co-founded in 1987. Under Peter’s leadership, CI emerged as one of the most impactful conservation organizations in the world. CI, working in over 40 nations, has become a cutting-edge leader in valuing and sustainably caring for nature for the well-being of people. For nearly 40 years Peter has been an influential and inspiring voice in conservation. He works in partnership with governments, communities, and businesses to find innovative and pragmatic solutions to ensure the sustainability of our natural resources. Peter holds a Master of Science in Forestry and Environmental Science from Yale University and a Bachelor of Science in Wildlife Ecology from Rutgers University. Peter has Honorary Doctorates in Science from Michigan State University and Rutgers University.

The Ethics and Conduct Committee reports directly to the Company’s ESG Committee ("ESG Committee") and consists of three (3) members, as follows: (i) the Company’s Chief Financial Officer, who will act as Coordinator of the Committee; (ii) the General Counsel; and (iii) the Director of Human Resources.

The members of the Committee shall promote and discuss matters acting as an independent and permanent advisory body for the reception, analysis and treatment of situations involving ethical conflicts, with the following attributions:

(i) to promote the dissemination of the Code of Ethics and Conduct 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 employees 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 employee of the Company or its affiliates, 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 40 (forty) calendar days,

(vi) to propose sanctions to employees of the Company or its affiliates, 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,

(viii) to propose amendments to the Code of Ethics and Conduct. The proposed amendments shall be analyzed and approved by the Company‘s Governance Committee and submitted to approval by the Company‘s Board of Directors.

Nome	Cargo ocupado
Alexandre Malfitani	Committee Member and Coordinator
Joanna Camet Portella	Committee Member
Camila Almeida	Committee Member
Maria Claudia Cunha	Committee Member

Audit Committee

Compensation Committee

Environmental, Social and Governance Committee

Ethics and Conduct Committee