Azul S A : EGM - Minutes - Creation of the Fourth Stock Options Plan
Azul S A : EGM - Minutes - Creation of the Fourth Stock Options Plan All capitalized terms, singular or plural, shall have the meaning attributed to them, unless expressly provided otherwise: "Compensation Committee" means the compensation committee of the Company created by the Board of Directors, with powers and assignments, as permitted by law, to organize, manage, and construe the share incentive plans, settle issues not provided for therein or conflicts in connection therewith; "Board of Directors" means the Company's Board of Directors; "Stock Option Agreement" means the stock option agreement to be entered into between the Company and each of the Selected Participant; "Effective Date" means the date on which this Fourth Plan will take effect, as approved by the General Shareholders' Meeting of the Company; "Business Day" means any day other than Sundays, Saturdays, or any day in which commercial banks may or are required to close in the city of (a) São Paulo, State of São Paulo, Brazil, and (b) Barueri, State of São Paulo, Brazil; "Termination" means the termination of the employment or management relationship and/or any existing service agreement, oral or written, between the Group and a Selected Participant; "Executives" mean the main officers, directors, managers, and key employees of any company of the Group; "Group" means the Company jointly with its direct and indirect controlling companies; "Beginning of the Vesting Period" means the date on which, for all effects, the Vesting Period begins; "Cause" means (a) if the Executive has a written employment contract or service agreement with the Company, has the meaning attributed to it pursuant to applicable law; and (b) in all other cases, means misconduct and/or dishonesty by the Executive, namely: (i) fraud, swindling, or misappropriation of the Company's funds; (ii) unjustified recurrent or prolonged absence from work (unrelated to or not in connection with death or mental or physical disability preventing the Executive from carrying out his main duties during at least ninety (90) calendar days or one hundred eighty days (180) for any period of twelve (12) months, excluding vacation, absence for personal reasons, and authorized leaves); (iii) conviction (including with presentation of confession) due to any intentional crime; and/or (iv) material failure to comply with their roles or duties in the Company, if such noncompliance is not cured, in all its material aspects and to the extent that such cure is possible, within thirty (30) days of receipt, by the Executive, of a written notice sent by the Company in this respect; "Brazilian Corporate Law" means Law No. 6.404, of December 15, 1976, as amended; "Exercise Notice" means the exercise notice according to the terms of the draft attached to the Stock Option Agreement, indicating the number of shares to be subscribed and/or purchased; "Notice of Selection" means the written notice sent to each Selected Participant informing that they were selected and the number of options to be granted to them; "Selected Participants" mean the Executives eligible to receive the stock options under this Fourth Plan; "Vesting Period" has the meaning ascribed to it in item 5.3 of this Fourth Plan; "Fourth Plan" means this Fourth Stock Option Plan of the Company; "Transfer" (and other forms of the term, such as to "to Transfer") means any sale, assignment, donation, disposal, transfer, or any other direct or indirect disposal, as well as any pledge, mortgage, or any voluntary or involuntary lien, paying interest or not, including, but not limited to, fiduciary sale, usufruct, fideicommissum, or donation. For the purposes hereof, it is hereby agreed that the issue or sale of equity interest in an individual or an entity directly or indirectly holding the Company's stock (except in case of issue or sale of equity interest in an investment fund that directly or indirectly holds the Company's stock representing less than ten percent (10%) of the assets of such investment fund) shall be deemed an indirect Transfer of such Company's stock by such individual or entity; and "Sale of the Company" means the (a) merger, consolidation, combination, acquisition, change in control, reorganization, or amalgamation of the Company in which the Company's controlling shareholders, immediately before the transaction or series of transactions, do not hold the majority of the voting shares of the merged entity; or (b) sale of equity interest in the Company or other transaction or series of transactions in which the Company's controlling shareholders, immediately before the transaction or series of transactions, do not hold the majority of the voting shares of the merged entity.
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I. Date, Time and Place: September 09, 2022 at 10:00 a.m., at the headquarters of AZUL S.A. ("Company"), located at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo, Brazil.
• first call notice: published on August 19, 20, 21, 22 and 23, 2022, in the newspaper, in accordance with articles 124 and 289 of the Brazilian Law n. 6,404, dated as of December 15, 1976, as amended (" ") in the printed editions: of August 19, 2022 - page B8, August 20, 21 and 22, 2022 - page B6 and August 23, 2022
- page B3; and fingerprints of August 19, 2022 - page 07, of August 20, 21 and 22, 2022 - page 07 and of August 23, 2022 - page 05; and made available on August 19, 2022 on the websites of the Brazilian Securities Commission (" "), B3 S.A. - Brasil, Bolsa, Balcão (" "), and Investor Relations of the Company. In addition, all documents related to the matter to be voted herein, as provided for in the CVM Resolution n. 81, dated as of March 29, 2022 (" "), were made available to the shareholders at the Company's headquarters and on the websites of CVM, B3 and the Investor Relations of the Company.
• Shareholders representing one hundred percent (100%) of the common shares of the Company, pursuant to the signatures on the Shareholders' Attendance Book. IV. Installation: The Chairman confirmed the legal quorum and declared installed this Extraordinary General Shareholder's Meeting. VI. Agenda: In accordance with the Management's Proposal approved by the Board of Directors in the meeting held on August 19, 2022, to decide on the creation of the Fourth Stock Options Plan of Azul S.A. ("Fourth Plan"). VII. Documents Reading, Casting of Votes, and Drafting of the Minutes: (A) the reading of the documents related to the matter to be discussed in this Extraordinary General Shareholders' Meeting was dismissed, as all shareholders in attendance are fully aware of such documents; (B) the votes, protests, and any dissenting votes will be numbered, received, and authenticated by the Chair, remaining on file at the Company's headquarters, pursuant to Article 130, §1, of the Brazilian Corporate Law; and (C) the drafting of these minutes in summary form was authorized,
as well as its publication excluding the signatures of all shareholders, pursuant to paragraphs 1 and 2 of Article 130 of the Brazilian Corporate Law. VIII. Resolution: After analyzing and discussing the matter on the agenda, the shareholders holding one hundred percent (100%) of the common shares of the Company, unanimously and without reservations, decided to approve the creation of the Fourth Plan, pursuant to "Annex I", as approved by the Board of Directors on August 19, 2022, and by the Compensation Committee of the Company on August 18, 2022, to serve as an incentive program for the main officers, managers and/or key employees of the Company and/or its direct or indirect controlled companies. The shareholders expressly authorized the management of the Company to take all measures required to implement the resolution hereby taken. IX. Closing and Drafting of the Minutes: With nothing further to discuss, and in the absence of any other statement, the meeting was interrupted for the time required to draft these minutes. These minutes were read, approved, and signed by the Chairman, the Secretary, and the shareholders in attendance. Chair: Abhi Manoj Shah - Chairman; Joanna Camet Portella - Secretary. Shareholders in Attendance: (i) David Gary Neeleman, through its attorney-in-fact Abhi Manoj Shah; (ii) Trip Participações S.A., through its attorney-in-fact Alessandra Leonardi de Azevedo Souza; (iii) Trip Investimentos Ltda., through its attorney-in-fact Alessandra Leonardi de Azevedo Souza; and (iv) Rio Novo Locações Ltda., through its attorney-in-fact Alessandra Leonardi de Azevedo Souza. This is a true copy of the original minutes drawn up in the corporate book of the Company.
TO THE MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING Definitions and Purpose of the Plan This Fourth Stock Options Plan ("Fourth Plan") is prepared in connection with Azul S.A.'s ("Company") long-term incentive program and shall be governed by the provisions below and applicable law. 1.1. Definitions. All capitalized terms, singular or plural, shall have the meaning attributed to them, unless expressly provided otherwise: "Compensation Committee" means the compensation committee of the Company created by the Board of Directors, with powers and assignments, as permitted by law, to organize, manage, and construe the share incentive plans, settle issues not provided for therein or conflicts in connection therewith; "Board of Directors" means the Company's Board of Directors; "Stock Option Agreement" means the stock option agreement to be entered into between the Company and each of the Selected Participant; "Effective Date" means the date on which this Fourth Plan will take effect, as approved by the General Shareholders' Meeting of the Company; "Business Day" means any day other than Sundays, Saturdays, or any day in which commercial banks may or are required to close in the city of (a) São Paulo, State of São Paulo, Brazil, and (b) Barueri, State of São Paulo, Brazil; "Termination" means the termination of the employment or management relationship and/or any existing service agreement, oral or written, between the Group and a Selected Participant; "Executives" mean the main officers, directors, managers, and key employees of any company of the Group; "Group" means the Company jointly with its direct and indirect controlling companies;
"Beginning of the Vesting Period" means the date on which, for all effects, the Vesting Period begins; "Cause" means (a) if the Executive has a written employment contract or service agreement with the Company, has the meaning attributed to it pursuant to applicable law; and (b) in all other cases, means misconduct and/or dishonesty by the Executive, namely: (i) fraud, swindling, or misappropriation of the Company's funds; (ii) unjustified recurrent or prolonged absence from work (unrelated to or not in connection with death or mental or physical disability preventing the Executive from carrying out his main duties during at least ninety (90) calendar days or one hundred eighty days (180) for any period of twelve (12) months, excluding vacation, absence for personal reasons, and authorized leaves); (iii) conviction (including with presentation of confession) due to any intentional crime; and/or (iv) material failure to comply with their roles or duties in the Company, if such noncompliance is not cured, in all its material aspects and to the extent that such cure is possible, within thirty (30) days of receipt, by the Executive, of a written notice sent by the Company in this respect; "Brazilian Corporate Law" means Law No. 6.404, of December 15, 1976, as amended; "Exercise Notice" means the exercise notice according to the terms of the draft attached to the Stock Option Agreement, indicating the number of shares to be subscribed and/or purchased; "Notice of Selection" means the written notice sent to each Selected Participant informing that they were selected and the number of options to be granted to them; "Selected Participants" mean the Executives eligible to receive the stock options under this Fourth Plan; "Vesting Period" has the meaning ascribed to it in item 5.3 of this Fourth Plan; "Fourth Plan" means this Fourth Stock Option Plan of the Company; "Transfer" (and other forms of the term, such as to "to Transfer") means any sale, assignment, donation, disposal, transfer, or any other direct or indirect disposal, as well as any pledge, mortgage, or any voluntary or involuntary lien, paying interest or not, including, but not limited to, fiduciary sale, usufruct, fideicommissum, or donation. For the purposes hereof, it is hereby agreed that the issue or sale of equity interest in an individual or an entity directly or indirectly holding the Company's stock (except in case of issue or sale of equity interest in an investment fund that directly or indirectly holds the Company's stock representing less than ten percent (10%) of the assets of such investment fund) shall be deemed an indirect Transfer of such Company's stock by such individual or entity; and
"Sale of the Company" means the (a) merger, consolidation, combination, acquisition, change in control, reorganization, or amalgamation of the Company in which the Company's controlling shareholders, immediately before the transaction or series of transactions, do not hold the majority of the voting shares of the merged entity; or (b) sale of equity interest in the Company or other transaction or series of transactions in which the Company's controlling shareholders, immediately before the transaction or series of transactions, do not hold the majority of the voting shares of the merged entity. 1.2. Purpose of the Fourth Plan. This Fourth Plan is established as an incentive to improve performance and retain key Executives of the Group included in the Fourth Plan. The purpose of the Fourth Plan is to (i) offer to such Executives of the Company the opportunity to be part, on a long-term basis, of the Company's success as holders of equity interest of the Company; (ii) encourage their engagement and perception of commitment in fulfilling the Company's corporate goals and strategies; and (iii) offer them an opportunity to share any profit that may be reflected in the value of the Company's shares.
• . The Fourth Plan shall be managed by the Compensation Committee.
• . Subject to the provisions hereof and of the Company's Bylaws, the
Compensation Committee shall be exclusively vested with the powers to, at its discretion: (a) set forth the total number of options to be granted by the Board of Directors in each year; (b) set forth, from time to time, Programs that, pursuant to the terms and conditions hereunder, shall include: (i) an indication of the Selected Participants and the number of the Company's shares they are entitled to subscribe for or purchase through the exercise of the option, pursuant to the limit provided for in Item 4.1 below; (ii) the subscription or purchase price, as well as the payment form; (iii) the granting date and other terms related to the options; (iv) the vesting period of the options; and (v) any other provisions that are not conflicting with the terms and conditions hereunder; (c) set forth the terms and conditions of Stock Option Agreements to be entered into with each Selected Participant; (d) construe the Fourth Plan, rules, regulations, and Stock Option Agreements; and (e) issue all the other resolutions required or convenient to manage the Fourth Plan.
Notwithstanding the provisions of above and other provisions of this Fourth Plan, the Board of Directors may, at its discretion, exercise any powers attributed to the Compensation Committee in this Fourth Plan, as well as review, amend and/or ratify the resolutions that are taken by the Compensation Committee within the administration of the Fourth Plan.
• . The General Shareholders' Meeting of the Company shall be exclusively responsible for the approval, amendment, cancelation, or termination of the Fourth Plan, while