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Azul initiates public offering

Azul S.A. has commenced an initial public offering pursuant to which Azul is offering 63,000,000 preferred shares and certain selling shareholders are offering 9,000,000 preferred shares, for a total of 72,000,000 preferred shares, the company said.

The global offering consists of (i) an offering of preferred shares in Brazil by the Brazilian underwriters, and (ii) a concurrent international offering of preferred shares, including in the form of American depositary shares, or ADSs, in the United States and elsewhere outside of Brazil by the international underwriters.

Each ADS represents three preferred shares. The selling shareholders intend to grant the international underwriters and Brazilian underwriters an option to purchase for a period of 30 days beginning on the date hereof up to the first day of trading of the preferred shares on the BM&FBOVESPA for 10,800,000 additional preferred shares at the initial public offering price less the underwriting discount to cover options to purchase additional preferred shares.

The total amount of preferred shares offered in the global offering, including preferred shares represented by ADSs (but excluding preferred shares that may be sold pursuant to the underwriters´ option described above), may be increased by up to 20%, representing 14,400,000 additional preferred shares, including in the form of ADSs to be sold by the selling shareholders upon the agreement of the selling shareholders, Brazilian underwriters and the international underwriters.

It is anticipated that the initial public offering price will be between BRL 19.00 and BRL 23.00 per preferred share and between USD 18.02 and USD 21.81 per ADS, calculated at the exchange rate of BRL 3.1636 per USD 1.00 at March 14, 2017.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc., Banco do Brasil Securities LLC, Bradesco Securities Inc., J.P. Morgan Securities LLC, Raymond James & Associates, Inc. and Santander Investment Securities Inc., will collectively act as international underwriters with respect to the offering of the ADSs and, together with Safra Securities LLC, as agents on behalf of the Brazilian underwriters with respect to the offering of preferred shares sold outside of Brazil not in the form of ADSs.

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 J.P. Morgan S.A., Banco J. Safra S.A. and Banco Santander (Brasil) S.A. will act collectively as Brazilian underwriters with respect to the sale of preferred shares in the public offering in Brazil.

Azul is the largest airline in Brazil in terms of departures and cities served, with 784 daily departures serving 102 destinations, creating a network of 203 non-stop routes as of December 31, 2016.

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