Azul S.A. - Notice of Annual General Meeting and Related Proposals

Azul S.A. convened its Annual General Meeting (AGM) on April 30, 2026. Key agenda items included the approval of the 2025 fiscal year financial statements, the allocation of net income to offset accumulated losses, and the determination of annual compensation for the Board of Directors, Strategy Committee, and Executive Board for fiscal year 2026. The company proposed that the net income for 2025 be used to reduce accumulated losses, resulting in a remaining accumulated loss of BRL 34,693,642,705.59. Management proposed an aggregate annual compensation of BRL 39,050,526.39 for directors and officers, plus potential grants under the 2026 Restricted Share Granting Plan, with an estimated accounting expense of up to BRL 88,174,737.30 for certain board members and up to BRL 171,794,480.87 for others, leading to a total proposed global compensation of BRL 299,019,744.56. The meeting also addressed the potential installation of a Fiscal Council, with management opining it would be redundant and costly, recommending against it. Shareholders could participate and vote online, with specific procedures detailed for direct shareholders and ADS holders, including deadlines for registration and remote voting.