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Azul Announces Closing of its Global Offering


Azul S.A., or Azul, (AZUL4.SA) (AZUL), announced today the closing of its previously-announced initial public offering of 96,239,837 of its preferred shares, of which 63,000,000 preferred shares were offered by Azul and 33,239,837 preferred shares were offered by the selling shareholders in a global offering, consisting of an international offering and a Brazilian offering. The preferred shares were offered directly and in the form of American depositary shares, or ADSs, each of which represents three preferred shares. The Brazilian offering of 22,439,837 preferred shares closed on April 13, 2017 and the international offering of 21,000,000 ADSs (representing 63,000,000 preferred shares) closed on April 17, 2017. The selling shareholders also granted the underwriters a 30-day option to purchase up to 10,800,000 additional preferred shares, which was exercised on April 13, 2017 and closed April 19, 2017.

The initial offering price was R$21.00 per preferred share and US$20.06 per ADS. Shares have been traded on the São Paulo Stock Exchange (BM&FBOVESPA) and the New York Stock Exchange (NYSE) since April 11, 2017, under the symbols "AZUL4" and "AZUL", respectively.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc., Banco do Brasil Securities LLC, Banco Bradesco BBI S.A., Santander Investment Securities Inc., J.P. Morgan Securities LLC and Raymond James & Associates, Inc., collectively acted as international underwriters with respect to the offering of the ADSs and, together with Safra Securities LLC and Bradesco Securities Inc., as agents on behalf of the Brazilian underwriters with respect to the offering of preferred shares sold outside of Brazil.

Banco Itaú BBA S.A., Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A., Deutsche Bank S.A. – Banco Alemão, BB – Banco de Investimento S.A., Banco Bradesco BBI S.A., Banco Santander (Brasil) S.A., Banco J.P. Morgan S.A. and Banco J. Safra S.A. collectively acted as Brazilian underwriters with respect to the sale of preferred shares in the public offering in Brazil.

A registration statement on Form F-1, as amended, relating to the offering was previously filed with, and declared effective by, the United States Securities and Exchange Commission. The final prospectus has been filed with the SEC and is available on the SEC’s website at www.sec.gov. A copy of the final prospectus related to the offering may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: +1 (800) 831-9146 (toll free); Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone at 1-800-503-4611, or by email at prospectus.cpdg@db.com; and Itau BBA USA Securities, Inc., Attention: Steven M. Hurwitz, 767 Fifth Avenue 50th Floor, New York, NY 10153, by telephone at + 1 (212) 710-6734, or by email at steven.hurwitz@itaubba.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.

This press release includes estimates and forward-looking statements within the meaning of the U.S. federal securities laws. These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our preferred shares, including in the form of ADSs. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us. In addition, in this presentation, the words “may,” “will,” “estimate,” “anticipate,” “intend,” “expect,” “should” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. Neither Azul nor the selling shareholders undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events or other factors. Our independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this prospectus might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.

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