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
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. Mr. 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. Mr. 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.
Renata Faber Rocha Ribeiro	Committee member
Renata Faber 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 Peralta	Committee member
Gilberto 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, Mr. 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. Mr. 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.

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 the Chief Financial Officer of Inclusively, a technology-centered inclusion solution and employment platform for job seekers with disabilities, mental health conditions, and chronic illnesses. She 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 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 has worked in the financial services industry for over 20 years and has been involved with Azul since its formation in 2008. She holds a bachelor’s degree in Art History from Georgetown University and a Master of Public Administration (MPA) from Sacred Heart University.
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.
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. Mr. 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. Mr. 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.

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 Capital, 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 Capital, he served as Managing Director and Director of the Private Placement Department of Montgomery Securities. He was previously the founding Chairman of JetBlue Airways 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. Chairman of the Águia Branca Group, Vice-President of the Group – Passenger Division and member of the Board of Directors of Vix Logística, he is also the current chairman of Fetransportes (Federação das Empresas de Transportes no Estado do Espírito Santo “Federation of Transport Companies in the State of Espírito Santo”) and former president of Abrati (Associação Brasileira das Empresas de Transporte Terrestre de Passageiros “Brazilian Association of Passenger Ground Transport Companies”). He holds a degree in Business Administration and a Specialization in Advanced Management at Fundação Dom Cabral.
Carolyn Trabuco	Committee member
Carolyn Trabuco has been an independent member of our Board of Directors since March 10, 2008. Ms. Trabuco is the Chief Financial Officer of Inclusively, a technology-centered inclusion solution and employment platform for job seekers with disabilities, mental health conditions, and chronic illnesses. She 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 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 has worked in the financial services industry for over 20 years and has been involved with Azul since its formation in 2008. She holds a bachelor’s degree in Art History from Georgetown University and a Master of Public Administration (MPA) from Sacred Heart University.
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.

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
Jason Truman Ward	Member
Raphael Linares Felippe	Member
Antônio Dibai Leão	Member
Alessandra Leonardi de Azevedo Souza	Member

Audit Committee

Compensation Committee

Environmental, Social and Governance Committee

Ethics and Conduct Committee