São Paulo, 9 December 2024 – Azul S.A., “Azul”, (B3: AZUL4, NYSE: AZUL) today updates the market on the progress of its comprehensive restructuring and recapitalization transactions announced on October 28, 2024 (“Transactions”), which considerably strengthen Azul’s liquidity and financial position.

On November 14, 2024, Azul announced additional information relating to the terms of the Transactions, including agreements to provide up to US$500 million through the issuance of superpriority notes (“Superpriority Notes”), including US$150 million already provided on October 30, 2024, an additional US$250 million expected in January 2025, and the release of a further US$100 million upon meeting specific conditions (“Delayed Draw Conditions”).

To implement some of the Transactions, Azul shall launch exchange offers and consent solicitations (“Exchange Offers”) in respect of Azul’s first out notes and second out notes, with consummation of the Exchange Offers being a condition precedent to the issuance of the Superpriority Notes. Azul expects to launch the Exchange Offers at the start of next week and to consummate the Exchange Offers and to issue the Superpriority Notes in mid-January 2025.

As contemplated in the summary term sheet for the Transactions (“Term Sheet”) made available on Azul’s Investor Relations website, Azul was required to negotiate certain terms of the Transactions with the ad hoc group of supporting bondholders prior to launch of the Exchange Offers. Azul today announces that it has agreed on these matters, and Azul has today published an updated version of the Term Sheet on its Investor Relations website to provide additional information on such terms.

The matters updated in the Term Sheet include, among others:

• certain terms of the Superpriority Notes and the notes to be issued in the Exchange Offers; and
• post-Transaction governance and management incentive plan arrangements, including board nomination rights as well as a commitment to move to a single class of shares within a specified period of time, and related changes to the share capital and conversions of common shares, in each case as further described in the Term Sheet.

Azul has continued to work collaboratively with its OEMs, lessors, and vendors to obtain additional cash flow improvements and to satisfy other lessor/OEM conditions precedent to the issuance of the Superpriority Notes and the consummation of the Exchange Offers. Azul expects to satisfy the Delayed Draw Conditions concurrently with the issuance of the Superpriority Notes and the consummation of the Exchange Offers, in that case providing Azul with full access to the US$500 million in funding in mid-January 2025.

Furthermore, the Independent Business Expert (as defined in the Term Sheet) has completed its work to validate the Budget (as defined in the Term Sheet) and to prepare a 13-week cash flow forecast contemplated by the Term Sheet, which cash flow forecast shall be updated as necessary prior to, and as a condition for, the consummation of the issuance of the Superpriority Notes and consummation of the Exchange Offers.

Important Notes

This communication is for information purposes only and is not intended to be published or distributed, directly or indirectly, in the United States or in any other jurisdiction. This communication is not and shall not constitute (i) an offer to buy, or a solicitation of an offer to sell, any of Azul’s existing notes or any other securities, (ii) the solicitation of consents from any holders of Azul’s existing notes or any other securities, or (iii) an offer to sell, or the solicitation of an offer to buy, any of Azul’s new notes, ADRs, preferred shares or other securities. There shall be no offering or sale of securities, and no solicitation of consents from any holders of Azul’s existing notes or any other securities, in any jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer or solicitation will only be made pursuant to a separate disclosure or solicitation document and only to such persons and in such jurisdictions as permitted under applicable law. The offering of any Securities has not been, and will not be, registered under the Securities Act of 1933, as amended (“Securities Act”). No securities may be offered or sold absent registration under the Securities Act or pursuant to an offer or sale under one or more exemptions from, or in a transaction not subject to, the registration requirements of the Securities Act.

The securities have not been and will not be issued or placed, distributed, offered or traded in the Brazilian capital markets. The issuance of any securities referred to herein has not been nor will the relevant securities be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários) (“CVM”). Any public offering or distribution, as defined under Brazilian laws and regulations, of any securities in Brazil is not legal without prior registration under Law No. 6,385, dated December 15, 1976, as amended, and CVM Resolution No. 160, dated July 13, 2022, as amended. Documents relating to the offering of the relevant securities, as well as information contained therein, may not be supplied to the public in Brazil (as the offering of the relevant securities will not be a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of the relevant securities to the public in Brazil. The relevant securities will not be offered or sold in Brazil, except in circumstances, which do not constitute a public offering, placement, distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian legislation.

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