SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER 
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2024

(Commission File No. 001-32221)


 

 

GOL LINHAS AÉREAS INTELIGENTES S.A.

(Exact name of registrant as specified in its charter)

 

GOL INTELLIGENT AIRLINES INC.

(Translation of registrant’s name into English)

 


 

 

Praça Comandante Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto 
04630-000 São Paulo, São Paulo
Federative Republic of Brazil

(Address of registrant’s principal executive offices)


 

 

Indicate by check mark whether the registrant files or will file 
annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F ______

Indicate by check mark whether the registrant by furnishing the 
information contained in this Form is also thereby furnishing the 
information to the Commission pursuant to Rule 12g3-2(b) under 
the Securities Exchange Act of 1934. 

Yes ______ No ___X___

 

 
 

GOL LINHAS AÉREAS INTELIGENTES S.A.

CNPJ/MF [Taxpayer Identification Number] nº 06.164.253/0001-87 NIRE 35.300.314.441

Publicly-held Company

 

 

 

 

 

 

 

 

 

 

 

 

 

MANAGEMENT PROPOSAL

For the Annual and Extraordinary General Meeting April 30, 2024

 

Document approved at the Board of Directors´ Meeting held on March 27, 2024

 
 

 

TABLE OF CONTENTS

 

1.   PRELIMINARY REMARKS 3
2.    ANNUAL GENERAL MEETING 4
2.1.  DOCUMENTS AND INFORMATION FOR COMPLIANCE WITH CVM RESOLUTIONS Nº 81/2022 AND Nº 80/2022 4
2.1.1.        PROPOSAL FOR THE OVERALL REMUNERATION OF THE MANAGERS FOR YEAR 2024  4
2.1.2. . MANAGEMENT´S PROPOSAL FOR ALLOCATION OF THE INCOME FOR YEAR 2023 5
2.1.3. . MANAGEMENT´S COMMENT ON THE COMPANY´S FINANCIAL POSITION (ITEM 2 OF THE REFERENCE FOR) 6
2.1.4.        INFORMATION REGARDING CANDIDATES NOMINATED OR SUPPORTED BY MANAGEMENT OR CONTROLLING SHAREHOLDERS (ITEMS 7.3 TO 7.6 OF THE REFERENCE FORM)  48
2.1.5. COMPENSATION OF ADMINISTRATORS (ITEM 8 OF THE REFERENCE FORM) 84
4 STATEMENT BY THE MANAGERS THAT THEY HAVE REVIEWED, DISCUSSED AND AGREED WITH THE COMPANY’S FINANCIAL STATEMENTS 136
6.    FISCAL COUNCIL´S OPINION 138
7 STATEMENT BY THE CANDIDATES TO THE BOARD OF DIRECTORS 139
8 STATEMENT BY THE BOARD OF DIRECTORS 140
9 SPECIAL MEETING OF SHAREHOLDERS 141
According to Article 12, items I and II of CVM Resolution No. 81, of March 29, 2022, as amended, the Company's management makes available below the information related to the statutory amendment proposed for resolution at the Company's Annual and Special Meeting, to be held on April 30, 2024, at 10 am 141
9.1. AMENDMENT TO THE HEAD PROVISION OF ARTICLE 5 OF THE COMPANY’S BYLAWS 141
9.2. COPY OF THE BYLAWS 142

 

 
 

 

 

GOL LINHAS AÉREAS INTELIGENTES S.A. CNPJ/MF nº 06.164.253/0001-87

NIRE 35.300.314.441

 

 

 

1.PRELIMINARY REMARKS

 

The Management of Gol Linhas Aéreas Inteligentes S.A. (“Company”) informs that the documents listed below, and attached to this document, are already available to the Shareholders at the Company’s headquarters and disclosed on the websites of:Investor Relations (http://www.voegol.com.br/ri), the Brazilian Securities and Exchange Commission (“CVM”) (www.cvm.gov.br) and B3 S.A. - Brasil, Bolsa e Balcão (“B3”)(www.b3.com.br). We emphasize that this disclosure complies with the legal determinations in effect, as well as with CVM Resolution no. 80, of March 29, 2022 (“RCVM 80”), CVM Resolution no. 81, of March 29, 2022 (“RCVM 81 ”), as amended, and to the Annual Circular Letter 2024 CVM/SEP issued by the CVM’s Corporate Relations Superintendence.

·Annual Management Report;
·Copy of the Financial Statements;
·Report of the Independent Auditors;
·Statement by the Managers that they have reviewed, discussed and agreed with the

Company’s financial statements;

·Statement by the Managers that they have reviewed, discussed, and agree with the

opinions expressed in the Independent Auditors’ Report;

·Annual Report and Opinion of the Company ’s Statutory Audit Committee;
·Release of results for the 4th quarter 2023;
·Standardized Financial Statement Form - DFP;
·Opinion of the Fiscal Council; and
·Comparative table that includes (a) the proposed amendments to the Bylaws, and (b) the origin and justification of the amendments, in accordance with Article 1 2 of RCVM 81.
 
 
2.ANNUAL GENERAL MEETING

 

2.1.               DOCUMENTS AND INFORMATION FOR COMPLIANCE WITH CVM RESOLUTIONS Nº 81/2022 AND Nº 80/2022

 

2.1.1.                                  PROPOSAL FOR THE OVERALL REMUNERATION OF THE MANAGERS FOR YEAR 2024

 

The Company’s Management proposes an overall and annual gross amount of BRL R$51.271.416,01 (fifty-one million, two hundred and seventy-one thousand, four hundred and sixteen reais and one cent) for the remuneration of the Company’s Managers (Board of Directors and Executive Board) for the year 2024, complying with the provisions in the legislation in force and in the Company’s Bylaws. Said value includes labor and tax charges on salary amounts. The net amount for Managers’ remuneration for the year 2024, corresponding to BRL R$ 38.565.432,27 (thirty-eight million five hundred and sixty-five thousand four hundred and thirty-two reais and twenty-seven centavos), represents an increase of 140.83% - R$ 22.551.568,96 (twenty-two million five hundred and fifty-one thousand five hundred and sixty-eight reais and ninety-six cents) compared to the overall net remuneration paid to the Managers in 2023. The variation arises from the payment of Retention Bonuses to the Company's Statutory Directors, carried out in January/24 as a result of the Chapter 11 request.

.

 

For fiscal year 2023, a proposal for net remuneration of the managers in the amount of R$27,230,610.98 (twenty-seven million, two hundred and thirty thousand, six hundred and ten reais and ninety-eight cents) was approved. The amount effectively realized during this period was BRL R$ 23.568.174,01 (twenty-three million five hundred and sixty-eight thousand one hundred and seventy-four reais and one cent), which represents a reduction of 13.45% - BRL R$3.662.436,97 (three million six hundred and sixty-two thousand four hundred and thirty-six reais and ninety-seven cents) in relation to the net amount approved.

 

Additional and detailed information, pursuant to Article 13, item II of CVM Resolution 81/2022, as per item 8 of the Reference Form, are available in item 2.1.5 of the Management Proposal, at the Company’s headquarters and on theInvestor Relations websites (http://www.voegol.com.br/ri), of the Securities and Exchange Commission of Brazil (www.cvm.gov.br) and B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br).

 

São Paulo, March 27, 2024.

THE MANAGEMENT

  
4 
 

2.1.2.                                  MANAGEMENT´S PROPOSAL FOR ALLOCATION OF THE INCOME FOR YEAR 2023

 

The Company’s Management, in compliance with item II of the Sole Paragraph of Article 10 and Annex A of CVM Resolution No. 81/2022, as amended, provides the proposed allocation of income for the year ended December 31, 2022.

 

Having in consideration that the Company recorded a loss for the fiscal year ended December 31, 2023, the presentation of the allocation of net income, in accordance with RCVM 81 is not applicable.

 

São Paulo, March 27, 2024.

THE MANAGEMENT

  
5 
 

 

2.1.3.                                  MANAGEMENT´S COMMENT ON THE COMPANY´S FINANCIAL POSITION (ITEM 2 OF THE REFERENCE FOR)

 

Pursuant to art. 10, item III, of CVM Resolution No. 81, dated March 29, 2022, as amended, the Company provides the management’s comments on the Company’s financial position corresponding to item 2 of the Reference Form (“FRE”).

 

ITEM FRE 2.1 – FINANCIAL AND EQUITY CONDITIONS

 

 

The financial data referred to below is extracted from our consolidated financial statements for the fiscal year ended December 31, 2023. These financial statements were prepared under the responsibility of our management, in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board - IASB and the accounting practices adopted in Brazil. The accounting practices adopted in Brazil comprise those included in the Brazilian corporate law and the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Federal Accounting Council (“CFC”) and CVM.

 

Finally, the information included in this section concerning our industry, financial indicators, as well as estimates regarding market shares, was obtained through internal surveys, public information, and publications on the industry. There was included information from reports prepared by official public sources, such as the Central Bank of Brazil (BACEN), the Brazilian Institute of Geography and Statistics (IBGE), the National Civil Aviation Authority (ANAC), the Brazilian Airport Infrastructure Company (INFRAERO), among others. The information contained in these publications is extracted from sources believed to be reliable, but we cannot guarantee the accuracy and completeness of such information. These internal surveys and estimates have not been independently verified.

 

The amounts presented herein are expressed in thousands of Reais, unless indicated otherwise.

 

a.general financial and asset conditions
  
6 
 

The Company continues to work on improving its operational efficiency and increasing profitability, in addition to face challenges related to its capital structure, aiming at reducing leverage and strengthening its balance sheet, in addition to address the deferred maintenance of the engines. The operational indicators of GOL related to the punctuality, regularity, occupancy rate and daily use of the operational fleet show its focus on efficiency and productivity, even in a scenario of lower aircraft availability.

 

Despite a successful operating model, the Company has been facing liquidity problems, challenges caused mainly by the COVID-19 pandemic, in line with the impacts of the airline industry globally, which suffered unprecedented disruption to its business. Consequently, the volatility in the operating cash flow caused by the substantial decline in demand for air travel resulting in disruptions and dramatic reduction in the revenue and cash generation has created significant restrictions for liquidity and resources during the pandemic. In order to manage such problems, the Company has reached agreements to defer certain leases, tax and other regulatory obligations, as well as financial obligations related to the extension and renewal of financed debt maturities.

 

The result was the continuity of the Company's business operations, despite these challenges related to the pandemic, but with a substantial increase in the deferred and unpaid liabilities. Although the Company's operations have been recovered after the pandemic and, as from today, the Company is capable of financing its future operating costs and certain necessary investments by means of operating cash flow, many of these inherited liabilities and deferred maintenance obligations remain outstanding and require cash flow maintenance.

 

The Company has executed certain transactions and undertaken a number of other efforts to address these financial headwinds, many of which have provided temporary relief and the much-needed liquidity at key times. Several market-driven factors continue to exacerbate the Company's liquidity challenges, including high fuel prices, the consistently low valuation of the Brazilian Real in relation to the dollar (affecting the size of dollar costs in relation to the real revenues), and the increase in interest rates, among others. Persistent disruptions in the supply chain and the restricted capacity in the industry maintenance, repair and operations have made it difficult to

  
7 
 

timely obtain necessary maintenance, leading to the accumulation of short-term required maintenance and related costs. Delays in the delivery of new aircraft scheduled for 2023 have prevented the Company from placing new aircraft into service to compensate for those undergoing maintenance, as described above.

 

As a result, the Company reduced the number of operationally ready aircraft in the fleet, which made it impossible for the Company to increase or even maintain its operational capacity. These operational limitations, in turn, have reduced revenue and cash generation, exacerbating the restrictions on liquidity and operational challenges.

 

On January 25, 2024, GOL and its subsidiaries filed for voluntary reorganization under the rules of the Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York ("Bankruptcy Court"). Chapter 11 is a court-supervised reorganization process that companies use to raise capital, restructure their finances, and strengthen their business operations over the long- term while continuing to operate normally.

 

The voluntary reorganization aims at allowing the Company to reorganize and improve liquidity, to terminate unprofitable contracts and to modify its agreements in order to enable sustainable profitability.

 

As part of Chapter 11, the Company will continue to operate its business in the ordinary course, and the board and the management will remain in their positions.

 

Following the initiation of Chapter 11, the debtors have obtained relief from the Bankruptcy Court to operate their businesses in the ordinary course and to pay or otherwise honor, at the Debtors' discretion, certain obligations prior to the petition. These obligations include, but are not limited to, certain salary, benefits and employee-related obligations, taxes, insurance and the payment of certain suppliers.

 

On February 28, 2024, the Bankruptcy Court definitively granted the Debtors' request for access to up to $1 billion of debtor-in-possession ("DIP") financing from certain secured bondholders and/or their designated, to be used for, among other purposes, designated working capital expenditures, general corporate needs, and restructuring- related costs.

  
8 
 

 

Immediately after the beginning of Chapter 11, a global automatic stay of adverse actions for collection and enforcement by creditors came into force under section 362 of Title 11 of the United States Code (the "Bankruptcy Code") to prevent, among other effects, that the Debtors' creditors exercise measures in relation to the obligations prior to the Debtors' petition.

 

As a result of the beginning of Chapter 11, the realization of assets and the satisfaction of obligations are subject to uncertainty. The Debtors, as debtors-in- possession under the Bankruptcy Code, may, subject to Bankruptcy Court approval, sell or otherwise dispose of assets and settle or resolve obligations in amounts other than those reflected in the consolidated financial statements.

 

For the Company to successfully complete the Chapter 11 restructuring process, it is crucial to obtain Bankruptcy Court approval for a reorganization plan. A confirmed reorganization plan or other agreement may change materially the amounts and classifications in the Company's consolidated financial statements.

 

A plan of reorganization determines the rights and satisfaction of claims of various creditors and interested parties and is subject to the outcome of ongoing negotiations and decisions of the Bankruptcy Court up to the date the plan of reorganization is confirmed.

 

The Company currently expects that any proposed plan of reorganization shall include, among other things, mechanisms for the resolution of claims against the Company's assets, treatment of the Company's current equity and debt holders, as well as corporate governance and administrative issues relating to the Company reorganized.

 

Any proposed plan of reorganization shall be subject to review before submission to the Bankruptcy Court, based on discussions with the Company's creditors and other interested parties, and subsequently, in response to interested party objections and the requirements of the Bankruptcy Code and of the Bankruptcy Court.

  
9 
 

Our individual and consolidated financial statements were prepared on a going concern accounting basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

 

As a result of Chapter 11, the Company's operations and ability to develop and execute its business plan, financial condition, liquidity and continuity are subject to a high degree of risk and uncertainty associated with Chapter 11. The outcome of Chapter 11 depends on factors beyond the Company's control, including actions of the Bankruptcy Court. These individual and consolidated financial statements do not include any adjustments which may result from the outcome of this uncertainty.

 

The total liquidity (cash, cash equivalents, short and long-term financial investments and accounts receivable) amounted to R$1,607.6 million on December 31, 2023 (R$1,480.2 million on December 31, 2022) and represented at the end of 2023, 8.6% of our net operating revenues for the last twelve months (9.7% in 2022). Given the challenging scenario, the Management has been committed daily to honoring the Company's financial commitments and preserving its cash and liquidity position.

 

As of December 31, 2023, our current liquidity ratio, calculated by dividing current assets by current liabilities, was 0.23 times, compared to 0.22 times in 2022.

 

The Company's gross debt, made up of loans and financing and leases, on December 31, 2023 was R$20,024.9 million, compared to R$23,191.8 million on December 31, 2022.

 

Next, we present a summary of the consolidated balance sheet accounts for the years ended December 31, 2023 and 2022:

 

Consolidated Balance Sheet 2023 2022
Cash and cash equivalents 323,928 169,035
Short-term financial investments 315,901 404,113
Accounts receivable 825,196 887,734
Short-term deposits 264,524 380,267
Long-term financial investments 142,636 19,305
Long-term deposits 2,291,413 2,279,503
Fixed assets 9,187,700 9,588,696
Other short and long-term assets 3,374,896 3,241,632
  
10 
 

 

Total of assets 16,726,194 16,970,285
Short-term loans 1,261,554 1,126,629
Short-term payable leases 1,739,642 1,948,258
Shipments to be performed 3,130,772 3,502,556
Short-term frequent flyer program 1,765,664 1,576,849
Long-term loans 9,322,035 10,858,262
Long-term payable leases 7,701,733 9,258,701
Long-term frequent flyer program 239,209 292,455
Other short and long-term liabilities 14,732,699 9,765,390
Total of liabilitiess 39,893,308 38,329,100
Shareholders’ equity (23,167,114) (21,358,815)

 

As of December 31, 2023 and 2022, our total fleet was as shown in the table below:

 

Total fleet at the end of the period 2023 2022
B737-700 NG 16 20
B737-800 NG 81 88
MAX 8 44 38
Total (Boeing 737) 141 146

 

 

The Company leases its entire aircraft fleet. As of December 31, 2023, the total fleet consisted of 141 aircraft, of which 137 were leased without a purchase option and 4 were leased upon an option to purchase.

 

b.capital structure

 

Equity

 

As of December 31, 2023, our shareholders' equity amounted to a deficit of R$23,122.5 million, while on December 31, 2022, our shareholders' equity recorded a deficit of R$21,358.8 million. This variation is mainly due to the recognition of fair value in a transaction related to ESSN 2028 and losses for the year.

 

As of December 31, 2023, the capital stock was represented by 3,200,601,904 shares, of which 2,863,682,500 were common shares and 336,919,404 were preferred shares. Abra Mobi LLP held 50.0% of our common shares and 18.7% of our preferred shares, while Abra Kingsland LLP held 50.0% of our common shares and 18.7% of our preferred shares and Abra Group Limited held 3.7% of our preferred

  
11 
 

shares, totaling 52.7% of our total capital stock. As of December 31, 2023, the Company had 50.6% of our outstanding preferred shares.

 

On February 15, 2023, the Board of Administration of the Company approved the voluntary conversion of 210 common shares into 6 preferred shares, all nominative and with no par value and without changing the value of the Company's capital stock.

 

On July 26, 2023, the Board of Administration of the Company approved an increase in the capital stock in the amount of R$264, by means of the issuance of 85,827 preferred shares, all nominative and with no par value, resulting from the exercise of share purchase options granted to eligible employees under the Share Purchase Option Plan.

 

The percentage shareholdings of each shareholder indicated in the table below are based on the amount of 2,863,682,500 common shares and 336,919,404 preferred shares as of December 31, 2023.

 

 

Common

Shares

 

%

Prefererred

Shares

 

%

Total

Shares %

Abra MOBI LLP (1) (2)

(3)

1,431,841,250 50.00% 63,331,009 18.77% 1,495,172,259 24.86%
Abra Kingsland LLP (3) 1,31,840,865 50.00% 63,331,008

18.77

%

1,495,171,873 25.86%
American Airlines Inc. - - 22,224,513 6.59% 22,224,513 5.30%
Abra Group Limited - - 12,664,965 3.75% 12,664,965 3.02%
Others 385 - 4,940,582 1.46% 4,940,967 1.8%
Market - - 170,427,327 50.67% 170,427,327 40.78%
Total 2,863,682,500

100.00%

336,919,404 100.00% 3,200,601,904 100.00%

 

 

(1)In connection with the 2024 Exchangeable Senior Notes issued in 2019, MOBI lent up to 14,000,000 ADSs to Bank of America Corporation, which operates the ADS lending facility, in order to facilitate the privately negotiated derivative transactions or other hedging activities related to the Exchangeable senior notes On September 30, 2023, there are 4,477,760 preferred shares, equivalent to 1.1% of the total, pledged as collateral for this operation, which shall be returned to MOBI upon maturity of the Exchangeable Senior Notes or upon termination of the loan agreement. As part of the closing of the transactions involved in the creation of Abra Group Limited, the ADSs were
  
12 
 

transferred to Abra MOBI LLP and Abra Kingsland LLP and partially canceled. On August 11, 2023, 11,761,120 ADSs were canceled and the underlying GOL preferred shares were delivered to Abra affiliates. There are currently 2,238,880 ADSs outstanding subject to the ADS loan agreement with Bank of America Corporation, which shall be returned upon maturity of the Exchangeable Senior Notes or upon termination of the ADS loan agreement entered into.

 

(2)It refers to legal entities controlled by the controlling shareholders (Constantino family).

 

(3)As regards the agreement between the controlling shareholder and the main shareholders of Avianca, in the year ending December 31, 2023, MOBI FIA transferred 100% of the Company's common shares to Abra. During this same period, Abra transferred 50% of the Company's common shares owned by it to Abra Kingsland LLP and 50% of the common shares to Abra MOBI LLP. Abra holds 99.99% of the economic rights of Abra MOBI LLP and Abra Kingsland LLP.

 

Third-party capital

 

Not applicable.

 

 

Capital Structure

 

The following table shows our capital structure in terms of third-party capital’s share

of our total capital as of December 31, 2023 and 2022:

 

  12/31/2023 12/31/2022
Total loans and financing (10.583.589) (11.984.891)
Total leases payable (9.441.375) (11.206.959)
(-) Cash and cash equivalents 323.928 169.035
(-) Financial investments 458.537 423.418
A – Net Debt (19.242.499) (22.599.397)
B - Total negative shareholders´ equity 23.167.114 21.358.815
C = (B + A) – Total capital (3.924.615) (1.240.582)

 

Net debt = total debt (short and long term) minus total cash (cash and cash equivalents + financial investments);

  
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Total capital = net debt + equity;

 

Possibility of Redemption of Shares

 

We inform that there is no possibility of redemption of our shares, other than the legal hypotheses.

 

c.ability to pay in relation to the financial commitments assumed

 

Liquidity

 

To manage our liquidity, we take into account our total cash as well as our receivables balances. Our accounts receivable are affected by the timing of our credit card receivables. Our customers can purchase tickets by paying in installments on credit cards, usually generating a gap of one to two months between the payment of our suppliers and expenses and the actual receipt of revenues from our services. When necessary, we obtain loans to finance our working capital, which can be secured by our receivables, to finance the sale-receipt cycle.

 

The table below presents consolidated financial information used in liquidity analyses:

 

 

  2023 2022 Var. (23/22) %
Cash and cash equivalents 323.928 169.035 91,6%
Financial investments 458.537 423.418 8,3%
Accounts receivable 825.196 887.734 (7,0)%
Total Liquidity 1.607.661 1.480.187 92,9%

 

On December 31, 2023, the “total cash” (cash, cash equivalents, short and long-term financial investments) reached R$782.4 million, consisting of R$323.9 million of cash and cash equivalents balance, R$315.9 million in short-term financial investments and R$142.6 million in long-term financial investments.

 

On December 31, 2023, our dry liquidity ratio, calculated by dividing the sum of cash and cash equivalents, financial investments, and accounts receivable recorded under current assets by current liabilities was 0.11, compared to 0.11 in 2022.

 

On December 31, 2023, we had negative net working capital of R$9,973.3 million, due to (i) the increase in the balances of transport to be carried out and the mileage program, as a result of the resumption of operations; (ii) investments in working capital, fleet maintenance and the acquisition of Boeing 737 MAX aircraft; and (ii) disbursements made for lease and deposit payments. Since the onset of the global

  
14 
 

pandemic, and in response to this scenario, we have successfully taken a number of measures to protect our liquidity and cash position, including adjusting our airline network, renewing and deferring short-term obligations, including debt and certain lease obligations, and reducing fixed and variable costs. We will continue to take action with our suppliers and counterparties, who have been very cooperative in our efforts to keep our costs down and preserve our liquidity.

 

d.           sources of financing for working capital and for Investments in non- current assets used

 

When necessary, we obtain loans to finance our working capital, which can be secured by our receivables, to finance the sale-receipt cycle. The Company had a liquidity position (cash, cash equivalents, short and long-term financial investments, and accounts receivable) that represented 8.6% of our net operating revenues for the last twelve months. The Company is also committed to avoiding maturity pressure on significant financial debt over a two-year horizon in order to ensure healthy liquidity levels.

 

e.           sources of financing for working capital and for investments in non- current assets that it intends to use to cover liquidity shortfalls

 

The Company's strategy is to rely primarily on cash flows from operations to obtain working capital for current and future operations. The Company's operating cash flows are affected by the requirement of some aircraft operating lease agreements, which establish maintenance deposit reserve accounts for these aircraft, with funds at specific levels. The funds will be taken from maintenance reserve accounts for the reimbursement of certain structural maintenance expenses incurred. We believe that the amounts already deposited, and to be deposited, plus our own cash resources, are sufficient to cover our future aircraft and maintenance costs for the duration of the respective operating leases.

 

The Company expects to make payments for the acquisition of aircraft using funds from loans contracted through short-term credit lines and/or vendor financing and from revenues from our operations. We expect to finance the balance of the purchase price of the Boeing 737-MAX aircraft through a combination of sources, such as cash and cash equivalents arising from our operations, low-interest bank financing agreements, sale-leaseback transactions from the purchaser, offers of debt or equity

  
15 
 

securities and/or vendor financing. As of December 31, 2023 we have R$473.2 million in balances of advances for the acquisition of aircraft.

  
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f.

 

 

 

 

  
17 
 

levels of indebtedness and characteristics of such debts

 

 

i.                   relevant loans and financing contracts

 

Our loans and financing as of December 31, 2023 and 2022 were made up as follows:

 

 

   

 

2022

     

 

Consolidated

       

 

2023

 
In R$:                          
Debentures 1,072,019 640,046 431,973 886,000 - (1,090,976) 164,954 (165,537) - 585 867,045 347,614 519,431

Working

capital

115,781 76,710 39,071 - - (76,417) 13,345 (13,934) - - 38,775 36,632 2,143
In US$:                          

Import

financing

77,193 77,193 - - - (45,361) 8,415 (9,442) (4,787) - 26,018 26,018 -
ESN 2024 1,857,429 38,114 1,819,315 - (14,894) (1,639,173) 69,936 (56,007) (26,525) 15 190,781 190,781 -
Spare Engine Facility

 

124,228

 

30,265

 

93,963

 

-

 

-

 

(115,171)

 

3,338

 

(4,686)

 

(8,057)

 

348

 

-

 

-

 

-

Credit Facility - - - 104,377 - (13,842) 2,199 - 146 - 92,880 92,880 -

Senior

Notes 2025

3,471,272 98,919 3,372,353 - - (1,592,644) 138,950 (182,740) (139,446) 5,772 1,701,164 48,352 1,652,812

Senior Secured

Notes 2026

 

3,272,229

 

-

 

3,272,229

 

-

 

-

 

(2,007,389)

 

128,728

 

(125,675)

 

(101,462)

 

16,663

 

1,183,094

 

-

 

1,183,094

Senior Secured Amortizing

Notes

 

1,003,279

 

121,111

 

882,168

 

220,634

 

-

 

(161,868)

 

46,242

 

(44,884)

 

(79,138)

 

7,605

 

991,920

 

479,148

 

512,772

Loan Facility 171,864 27,682 144,182 - - (159,198) 8,532 (10,191) (12,274) 1,267 - - -

Senior Secured

Notes 2028

 

-

 

-

 

-

 

7,363,736

 

-

 

(6,407,576)

 

740,265

 

(331,727)

 

(237,104)

 

-

 

1,127,594

 

5,019

 

1,122,575

ESSN 2028 - - - 6,923,269 (3,409,360) - 284,107 - (118,632) - 3,679,384 21,248 3,658,439

Perpetual

bonuses

819,597 16,589 803,008 - - (79,615) 61,857 (65,182) (51,723) - 684,934 13,862 671,072
Total 11,984,891 1,126,629 10,858,262 15,498,016 (3,424,254) (13,389,230) 1,670,868 (1,009,955) (779,002) 32,255 10,583,589 1,261,554 9,322,035

 

 

  
18 
 

Next, the summary table of the material loan and financing agreements of the Company, in effect as December 31, 2023.

 

Modality Maturity Interest Rates(*) Currency
Debentures 06/2026 17.23% a.a. Real
Working capital 10/2025 17.76% a.a. Real
Import financing 05/2024 14.28% a.a. American dollar
ESN 2024 07/2024 3.75% a.a. American dollar
Credit Facility 11/2024 0.00% a.a. American dollar
Senior bonus 2025 01/2025 7.00% a.a American dollar
Senior bonus 2026 06/2026 8.00% a.a. American dollar
Senior Secured Amortizing 06/2026 4.76% a.a. American dollar
Senior Secured Notes 2028 03/2028 18.00% a.a. American dollar
ESSN 2028 03/2028 18.00% a.a American dollar
Perpetual bonuses - 8.75% a.a. American dollar

 

 

(*) It refers to the average interest rate of the agreements as of December 31, 2023.

 

The tables below show the maturity schedule of our long-term obligations, resulting from loans and financing in effect on December 31, 2023:

 

 

 

  
19 
 

The following describes our significant financial contracts in effect as of December 31, 2023:

 

Debentures

 

On October 29, 2018, GLA, a Company subsidiary, issued 88,750 simple, non- convertible debentures of the 7th series in the total amount of R$887.5 million and issuance costs of R$28,739, amortized over the period of the debt. The funds raised were used exclusively for the early settlement at face value of the 6th series of debentures that, as a consequence, had their costs fully written off in income.

 

During the years ended December 31, 2021 and 2020, GLA, the Company’s subsidiary, carried out renegotiations related to changes in the maturity of the series, early maturity clauses and the remuneration of these debentures. On October 26, 2021 GLA repurchased 4,250 debentures, totaling R$28,333.

 

On October 25, 2021 the 8th issue of debentures was carried out by GLA, a subsidiary of the Company, fully used to refinance the short-term debt of import financing lines of credit and for working capital, in the amount of R$620,21 7 and remuneration of CDI + 4.50% p.a. This issue will mature on October 27, 2024 and the payments of principal and interest will be monthly, after a vesting period of one (1) year for principal and six

(6) months for interest.

 

 

Date of operation

 

Principal

R$ thousand

Costs and discount

Interest rate (p.a.) Date of Maturity
10/25/2021 610.217 35.645 CDI + 4.50% 10/27/2024

 

During the year ended December 31, 2022, Debenture Holders’ General Meetings were held and resolved (i) to postpone the payment of the mandatory extraordinary amortization installment from October 1 3, 2022 to November 27, 2022; (ii) to postpone the payment of the mandatory extraordinary amortization installments and the current amortization, in addition to the mandatory guarantee composition, all of November 27, 2022 to December 12, 2022; (iii) postponing the payment of the mandatory extraordinary amortization installment and the mandatory guarantee composition, both from December 12, 2022 to February 27, 2023; and (iv) changing the current

amortization date from December 27, 2022 to January 15, 2023.

 

On September 26, 2023, the General Meetings of Debenture Holders were held and decided to change the maturity of the First Series, Second Series, Third Series of the 7th

  
20 
 

issue and Single Series of the 8th issue from October 2024 to June 2026, with new remuneration of CDI + 5.0% p.a., which can be redeemed in advance by the Company.

 

The outstanding balance of R$886,000 will be amortized in 30 monthly installments from January 2024 to June 2026. Settlement is subject to the creation, by the Company, of a receivables anticipation structure by January 25, 2024, the resources obtained from which will be used mandatorily and as a priority for the full payment of the value corresponding to the main amount of the emissions.

 

On December 31, 2023, the amount recorded under current and non-current liabilities was R$347.6 million and R$519.4 million, respectively.

 

Working Capital

 

In 2020, 2021 and 2022 GLA, the Company’s subsidiary, raised funds under this modality, with the objective of maintaining and managing the Company’s working capital. Information about such financing is presented below:

 

Operation

Date

R$ thousand

Principal

Interest

rate (p.a.)

Date of

Maturity

04/20/2020 21,195 8.52% 07/20/2020
04/20/2020 72,000 10.03% 07/20/2020
04/20/2020 94,830 8.99% 08/18/2020
05/08/2020 147,871 CDI + 6.90% 08/07/2020
05/11/2020 10,013 8.60% 08/10/2020
05/13/2020 24,000 CDI + 8.00% 03/12/2021
05/15/2020 254,468 CDI + 2.50% 11/09/2020
10/07/2020 59,795 8.58% 12/07/2020
10/23/2020 10,000 6.90% 10/23/2025
11/26/2020 10,000 10.69% 05/19/2023
10/15/2021 40,000 CDI + 6.80% 04/13/2022
08/31/2022 70,000 CDI + 4.70% 02/29/2024
09/20/2022 40,000 18.53% 09/20/2024

 

During the years ended December 31, 2022, 2021 and 2020, GLA, a subsidiary of the Company, renegotiated maturities of contracts of this type, with the maintenance of the guarantees of the operations. Such renegotiations had as the main change the maturity date and interest rate.

 

On December 31, 2023, the amount registered in current and non-current liabilities was R$36.6 million and R$2.1 million, respectively.

  
21 
 

 

Import financing (Finimp)

 

The import financing is a with private banks, used to finance the import of spare parts and aeronautical equipment.

 

Information about such financing is presented below:

 

 

 

During the years ended December 31, 2023, 2022 and 2021, GLA, the Company’s subsidiary, renegotiated the postponement of the maturities of contracts of this modality, with an impact on the interest rate, disclosed in the table above. The other conditions of these operations remained unchanged. Such operations are part of a facility for financing imports, with the objective of maintaining engines, purchasing spare parts and aeronautical equipment.

 

The total outstanding balance of these operations recorded under current liabilities as of December 31, 2023 was R$26.0 million.

 

Exchangeable Senior Notes (“ESN”)

 

GOL Equity Finance (“issuer”), a special purpose company incorporated under the laws of Luxembourg, issued Exchangeable Senior Notes (“ESN”) in 2019, maturing in 2024, which will accrue nominal interest of 3.75% p.a., to be paid semi-annually. This operation was guaranteed by the Company and the subsidiary GLA.

 

Holders of ESN securities will have the right to swap them for American Depositary Shares (“ADSs”) where each represents two Company's preferred shares. The initial swap rate for the securities is 49.3827 ADSs per US$1 mil principal amount of the securities which equates to an initial exchange price of approximately US$20.25 per ADS and represents an exchange premium of approximately 35% above the initial public offering price of the ADSs sold in the simultaneous ADS offering described below, which was US$15.00 per ADS. The swap rate of the securities is subject to adjustment upon the occurrence of certain events.

 

Settlement of the securities can be made in cash, ADSs, or a combination of both.

  
22 
 

On December 31, 2023, the amount recorded in current liabilities was R$190.7 million.

 

Senior Bonus

 

As of December 11, 201 7, Gol Finance (previously named GOL LuxCo S.A.), a subsidiary of the Company, issued a series of Senior Bonds due 2025, in the amount of R$1,642,000 (US$500,000 on the funding date), with issuance costs of R$45,172 (US$17,283 on the funding date). On February 2, 2018, Gol Finance, a subsidiary of the Company, carried out the additional issuance of Senior Bonus VIII maturing in 2025, in the amount of R$486,735 (US$150 million on the funding date), with issue costs of R$8,578 (US$2,873 on the funding date). The Senior Bonus is guaranteed by the Company with semi-annual interest payments of 7.00% p.a. The funds raised are intended to be used to repurchase other Bonuses and for general corporate purposes.

 

On December 31, 2023, the amount recorded in non-current liabilities was R$1,652.8 million, in addition to interest payable recorded in current liabilities of R$48.3 million.

 

In December 2020, Gol Finance raised Senior Secured Notes due June 2026 and secured by fiduciary alienation of certain assets: (i) substantially all of the Company ’s intellectual property, including patents, trademarks, trademark names and domains; and (ii)spare parts for GLA aircraft. In May and September 2021, Gol Finance raised two new Senior Secured Notes, as additional and Consolidated issues to the Senior Secured Notes issued in December 2020. The funding within the scope of this operation is presented below:

 

Date of Principal Costs Interest Date of
Operation (US$ thou) (R$ thou) (US$ thou) (R$ thou) rate (p.a.) maturity
12/23/2020 200,000 1,039,340 16,750 86,831 8.00% 06/30/2026
05/11/2021 300,000 1,569,660 11,997 62,784 8.00% 06/30/2026
09/08/2021 150,000 815,910 10,210 55,140 8.00% 06/30/2026

 

On December 31, 2023, the amount recorded in the non-current liabilities of the Senior Secured Notes 2026 was R$1,183.1 million.

 

Senior Secured Amortizing Notes

 

On December 30, 2022 Gol Finance, a subsidiary of the Company, issued 5.00% Senior Secured Amortizing Notes due 2026 (Series A) and 3.00% Subordinated Secured Amortizing Notes due 2025 (Series B), for a total volume of $196 million.

  
23 
 

The Notes were issued in exchange for full compliance, at 100% of face value, with certain lease payment obligations for aircraft that are under deferral arrangements, among other obligations that participating aircraft lessors have elected to exchange for Notes.

 

The Notes have an average vesting period of 12 months. After the vesting period, the Series A Notes will be amortized in ten equal quarterly installments and the Series B Notes will be amortized in nine equal quarterly installments and will be contractually subordinated to the Series A Notes. The Notes may be redeemed by Gol Finance, a subsidiary of the Company, at any time at face value and are guaranteed by an unencumbered fiduciary assignment of receivables by GOL Linhas Aéreas S.A. (“GLA”).

 

Transaction

Date

Principal

(US$ thou) (R$ thou)

Costs

(US$ thou) (R$ thou)

Interest

Rate (p.a.)

Maturity

Date

12/30/2022 70,078 365,645 370 1,928 3.0% 06/30/2025
12/30/2022 125,700 655,865 3.125 16,303 5.0% 06/30/2026
01/27/2023 6,993 35,499 365 1,826 5.0% 06/30/2026
04/20/2023 19,976 100,873 578 2,700 3.0% 06/30/2025
06/07/2023 9,000 44,207 214 1,160 3.0% 06/30/2025
07/19/2023 8,970 43,055 34 161 5.0% 06/30/2026

 

 

 

As of December 31, 2023, the amount recorded in current and non-current liabilities was R$479,1 million and R$512,7 million, respectively.

 

Credit Facility

 

On October, 2023, the Company announced the expansion of its strategic partnership with Air France – KLM. In November 2023, GOL received the amounts related to the credit facility totaling US$25,000, of which R$77,000 (US$16,000) came from Air France and R$43,571 (US$9,000) from KLM, the fair value of which at the initial recognition was R$72,892 (US R$14,818) for Air France and R$41,438 (US$8,365) for KLM maturing in November 2024, without interest.

 

As of December 31, 2023, the amount recorded in current liabilities was R$92.8 million.

 

Senior Secured Notes and Exchangeable Senior Secured Notes 2028

  
24 
 

In February 2023, the Company and Abra signed the Support Agreement with Abra's investment commitment in the Company by means of the issuance of Senior Secured Notes maturing in 2028.

 

To this end, Abra agreed to issue Senior Secured Notes (“SSNs”) due 2028, convertible into Exchangeable Senior Secured Notes (“ESSNs”) due 2028 and the Ad-Hoc Group agreed to exchange certain existing Senior Notes of the Company (ESN 2024, Senior Notes 2025, Senior Secured Notes 2026 and perpetual Bonuses) for SSNs.

 

In March 2023, Abra issued the SSNs and entered into the Senior Secured Note Purchase Agreement with GOL as guarantor and paying agent, being GOL Finance as issuer and upon the suretyship of Smiles Fidelidade S.A. On the same date, GOL issued Senior Secured Notes 2028 (“SSNs 2028”) to Abra, which provide for the payment of interest of 18.0% p.a., paid semi-annually, with 4.5% being coupons paid in cash and 13.5% p.a. in PIK (payment in kind). The 2028 SSNs are guaranteed by the intellectual property, infrastructure systems, data and manuals of the Smiles loyalty program, in addition to the guaranty of parts shared with the 2026 Senior Secured Notes.

 

Part of the issuance carried out was used to repurchase 90.1% of ESN 2024, 47.3% of Senior Notes 2025, 61.4% of Senior Secured Notes 2026 and 9.9% of Perpetual Bonuses, valued in accounting manner at the total amount of R$5,192,880. Taking in consideration the change of creditor, such amortizations were considered as partial extinction, from the perspective of CPC 48 – “Financial instruments”, equivalent to IFRS

9. In this context, the costs related to the issuance, as well as the difference between the book value attributed to the derecognized part due to the partial extinction of the repurchased securities and the nominal value of the new liability assumed, were recognized directly in profit or loss. In addition to the amounts mentioned above, part of the issue did not pass through the Company's cash flow, being directly transferred by Abra to pay the Company's obligations to the supplier.

 

Until September 29, 2023, the Company issued to Abra R$6,494,496, equivalent to US$1,258,031 thousand, in the form of Senior Secured Notes 2028, the fair value of which at initial recognition amounted to R$6,934,269 (US$1,343,181 thousand). Given that the transaction was carried out with Abra, the difference between the nominal value of the debt and the fair value was recognized directly in the shareholders' equity.

  
25 
 

On the same date, the Company converted R$5,911,181 (US$1,180,442 thousand) from SSNs 2028 into Exchangeable Senior Secured Notes 2028 (“ESSNs 2028”), which may be converted into GOL preferred shares by Abra and shall be subject to certain precedent conditions, which may or may not be met.

 

The 2028 SSNs converted into 2028 ESSNs had a book value of R$6,407,575 (US$1,279,570 thousand).

 

The 2028 ESSNs issued on September 29, 2023 have the same term, maturity date and interest payment as the 2028 SSNs previously in effect. In connection with this transaction, the Company issued a total of 1,008,166,796 warrants for preferred shares issued by the Company, of which 991,951,681 were subscribed for the purpose of future conversion of the 2028 ESSNs.

 

The Company carried out the initial measurement of the fair value of the financial liability, considering the income approach, resulting in the amount of R$6,789,995 (US$1,355,938 thousand). Given that the transaction was carried out with Abra, the difference between the transaction price of the extinguished portion of the 2028 SSNs and the fair value was recognized directly in the shareholders' equity. In September 2023, the portion corresponding to the option to convert the bonds into shares at market value corresponded to R$3,409,360 (US$680,837). Between the period of October 1, 2023 and December 31, 2023, the Company issued additional Senior Secured Notes 2028 to Abra in the total amount of R$407,990 (US$82,364), the fair value of which at initial recognition amounted to R$22,349 (US$4,550). Given that the transaction was carried out with Abra, the difference between the nominal value of the debt and the fair value was recognized directly in the shareholders' equity.

 

On December 31, 2023, the amount recorded related to the Senior Secured Notes 2028 in current and non-current liabilities was R$5.0 million and R$1,300.2 million, respectively.

 

On December 31, 2023, the amount recorded related to the Exchangeable Senior Secured Notes 2028 in current and non-current liabilities was R$21,2 million and R$3.480,4 million, respectively.

 

Perpetual Bonus

  
26 
 

 

On April 05, 2006, Gol Finance, a subsidiary of the Company (previously named GOL LuxCo S.A.), raised funds by issuing perpetual bonuses denominated in US dollars in the nominal amount of US$200 million with a fiduciary guarantee by the Company and its subsidiary GLA. The perpetual bonuses have no fixed maturity, and can be redeemed at face value after five years from the issue date, bearing interest at 8.75% p.a. The funds raised are for financing the acquisition of aircraft and bank financing with a guarantee from the U.S. Ex-Im Bank.

 

On December 31, 2023, the amount recorded in current liabilities, referring to interest, and non-current liabilities was R$13.8 million and R$671.0 million, respectively.

 

ii.other long-term relations with financial institutions

 

 

On December 31,2023, we did not have any other long-term operations with financial institutions besides those mentioned in the previous item.

 

iii.degree of subordination between debts

 

 

In an eventual universal composition with creditors, the subordination among the obligations recorded in the liabilities payable will take place in accordance with law

11.101 of 2005:

 

·Social and labor obligations;
·Taxes to be collected;
·Lease (real guarantee);
·Loans and financing;
·Unsecured credits;
·Subordinated credits;
·Dividends and interest on own capital.

 

Under our finance lease agreements, the lessor has priority over other creditors in the repossession of the aircraft under the terms of the applicable agreement.

 

There is no degree of subordination among the Company’s debts.

  
27 
 

 

iv.                 restrictions imposed on the Company, particularly with regard to indebtedness limits and contracting new debt, dividend distribution, asset disposal, issuing new securities and disposing of corporate control, as well as whether the Company has been complying with these restrictions

 

The operations contracted by GLA and by Gol Finance, subsidiaries of the Company, have covenants in the Debentures, and the Senior Secured Amortizing Notes.

 

On December 31, 2023, the Company was in compliance with the indicators set out in the deeds of the 7th and 8th issues. The next measurement requirement will be in June 2024.

 

In the operation of the Senior Secured Amortizing Notes, the Company is required to comply with guarantee conditions related to receivables on a quarterly basis. On December 31, 2023, the Company held GLA receivables as collateral for this contract that met the contractual conditions. The next measurement requirement will be in June 2024.

 

g.limits of contracted financing and percentages already used

 

The Company has the possibility of contracting credit lines with financial institutions and banks to finance working capital and investments in our business.

 

At December 31, 2023, the Company recorded no financing agreement the disbursement of which has not been fully made.

 

h.significant changes in income statement and cash flow items

 

 

Brazilian Economic Scenario

 

As we are a Brazilian airline with primary operations in the Brazilian domestic market, we are affected by Brazilian macroeconomic conditions. Brazil’s economic growth is an important indicator in determining our growth and results of operations.

 

The Company’s operations are also very sensitive to the macroeconomic scenario and to

the volatility of the Real, given that approximately 94.3% of its indebtedness (loans and

  
28 
 

financing and leases) is negotiated in U.S. dollars (“US$”) and 48.6% of its costs are also linked to the U.S. currency, and its ability to adjust the price of the tariffs charged to its customers to recapture the variation of the U.S. dollar depends on the rational capacity (supply) and behavior of its competitors. In 2023 and 2022, respectively, 51.4% and 52.2% of our operating costs and expenses were denominated in reais, respectively, and many of our suppliers and service providers generally increase their prices to reflect Brazilian inflation rates.

 

Economic Indicators 2023 2022
GDP growth 2.9% 2.9%
Inflation (IGP-M)(1) (3.2%) 5.5%
Inflation (IPCA)(2) 4.7% 5.8%
CDI rate (3) 13.0% 13.7%
LIBOR rate(4) 5.6% 4.7%
Exchange rate at the end of the period R$4.841 R$5.218
Real depreciation vs. US dollar 7.2% 6.5%
Average exchange rate (5) 4.996 5.163

WTI (West Texas intermediate) price at the end of the period (p

barrel)

US$71.65 US$80.26
Increase (decrease) of the WTI final price per barrel (10.7%) 6.7%
Average WTI price for the period (per barrel) US$72.12 US$94.33
Increase (decrease) in the average price of WTI per barrel (23.5%) 40.1%

 

 

 

Sources: Banco Central do Brasil, FGV, IBGE and Bloomberg.

(1)Inflation expressed by the IGP-M is the general market price index measured by Fundação Getúlio Vargas;;
(2)Inflation expressed by IPCA is the broad national consumer price index measured by the Brazilian Institute of Geography and Statistics (IBGE);
(3)The CDI is the interbank deposit certificate (annualized and accumulated for the periods ended);
(4)Three-month LIBOR expressed in US dollars at the end-of-period exchange rate;
(5)It represents the average of end-of-period exchange rates for each month.

 

The following table presents our main financial and operational indicators in 2023 and 2022:

 

Operating Information 2023 2022
Passenger-kilometers transported (RPK) (in million) 35,271 32,628
Seat-kilometers offered (ASK) (in million) 42,992 40,789
Occupancy rate (%) 82.0% 80.0%
Aircraft use (block hours per day) 12.61 11.0
Net yield per passenger/km (in cents) 48.9 43.4
Operating revenue per available seat kilometer, net (in cents) 43.7 37.3
Operating cost per available seat-kilometer (in cents) 35.8 35.
Net operating revenue (in million) 18,774.0 15,198.7
Operating cost and expense (in million) (15,390.5) (14,641.6)
Operating margin (%) 18.0% 3.7%
Net loss (in million) (1,177.7) (1,561.5)
  
29 
 

 

The table below shows the composition of our data and operating expenses based on seat kilometers offered in 2023 and 2022:

 

Cost per ASK (R$/cents) 2023 2022
With staff (5.87) (5.58)
Fuels and lubricants (13.84) (15.42)
Landing and take-off fees (2.10) (1.91)
Rendering of services (2.81) (2.26)
Passenger expenses (1.89) (2.16)
Commercials and advertising (2.14) (2.00)
Maintenance and repair (3.17) (1.13)
Depreciation and amortization (3.88) (4.22)
Others (0.21) (1.21)
Cost per ASK (CASK) (35.9) (35.9)
Cost per ASK excluding fuel (CASK ex-comb.) (22.06) (20.48)

 

 

Comparison of operating and financial results and cash flows for the year ended December 31, 2023:

 

Our operating profit in 2023 was R$3,338.9 million, from R$557.1 million in 2022, compared to an operating loss of R$3,834.6 million in 2021. Our operating margin in 2023 was positive 17.8% and 4.0% in 2022. In 2023 and 2023 we recorded net losses of R$1,222.2 million and R$1,561.5 million, respectively.

 

Net Operating Revenues

 

Net operating revenues for 2023 increased 23.5% to R$18,774.0 million.

 

In 2023, our operating revenue per seat-kilometer offered (“RASK”) showed an increase of 17.0%, from R$43.67 in 2023 to R$37.26 in 2022, due to the increase in yield with the revision of the tariffs due to the fuel price level.

 

Our revenue per passenger per seat-kilometer offered (“PRASK”) totaled R$40.1 cents, a 15.6% increase from R$34.7 cents in 2022.

 

Operating Costs and Expenses

  
30 
 

In 2023, operating costs and expenses totaled R$15,435.0 million, an increase of 5.4% over the previous year, mainly due to increase maintenance material and repair expenses.

 

The expenses with salaries and benefits with personnel in the year 2023 totaled R$2,522.7 million, an increase of 10.7% compared to the previous year mainly due to an increase in employees’ salaries considering inflation adjustments. Wages per ASK increased by 5.0%, due to the increase in seat-kilometer offered. On December 31, 2023, we had 14,394 total employees, representing a 3% decrease from December 31, 2022.

 

Fuel and lubricant costs in 2023 totaled R$ 5,950.3 million, a reduction of 5.4% compared to the previous year. Fuel expenditures per ASK decreased by 10.2% due to the reduction in the average price of QAV, with a stable level of fuel consumption per seat-kilometer offered.

 

The expenses with landing and take-off fees in 2023 were R$901. million, an increase of 15.9% compared to 2022, mainly due to the increase in supply and take-offs. Landing fees per available seat kilometer increased 10.0%, due to the average adjustment in certain landing, navigation and stay fees in the domestic market and the greater representativeness of the international fees that are higher than the domestic ones.

 

Expenses with services recorded R$1,209.2 million in 2023, increase of 31.91% compared to 2022. Service provision expenses per available seat kilometer decreased 13.8% due to the increase in supply, measured by ASK.

 

Passenger spending recorded a reduction of 8.1% compared to 2022, in a total of R$811.7 million in 2023. Expenses for passenger service per available seat kilometer decreased by 12.8% as compared to 2022.

 

Commercial and advertising expenses for 2023 increased by 12.4% year-on-year to R$918.6 million, due to increased marketing campaigns, sales commissions and credit card chargebacks. Sales and marketing expenses per available seat kilometer increased by 6.6% for the same reasons.

 

Maintenance, materials and repair expenses totaled R$1,364.6 million in 2023, an increase of 195.6% compared to 2022. Expenses with maintenance, materials and repairs per available seat kilometer increased by 180.7% as compared to 2022.

 

The depreciation and amortization expenses recorded R$667.3 million in 2023, a reduction of 3.1% year-on-year. Depreciation and amortization expenses per available seat kilometer decreased by 8.0% compared to 2022, due to the increase in ASK.

  
31 
 

Other operating income (expenses), net decreased 81.4% and went from an expense of R$492.7 million in 2022 to an expense of R$235.7 million in 2023, mainly due to (i) higher gains on sale- leaseback transactions in 2023 related to 6 aircraft and 12 engines; and (ii) increase in 2023 of other tax lawsuit expenses. Other operating revenues (expenses), net per seat-kilometer provided, went from an expense of R$1.21 cents in 2022 to an expense of R$0.55 cents in 2023, a reduction of 54.6%, for the same reasons.

 

Financial income

 

In 2023, the net financial income recorded negative R$4,295.8 million, compared to negative R$2,074.8 million in 2022. In 2023, GOL recorded gains with exchange rate variations of R$177.3 million, while in 2022 it recorded losses with exchange rate variations of R$328.2 million.

 

Income taxation

 

Income tax and social contribution in 2023 was an expense of R$265.5 million, compared to revenues of R$43.8 million recorded in 2022.

 

Cash flow

 

Operating activities: we had a net cash flow from operating activities of R$1,821.7 million in 2023, compared to R$2,168.8 million in 2022.

 

Investment activities: we had net cash flows from investing activities of R$871.9 million in 2023, compared to R$787.5 million in 2022.

 

Financing activities: we had net cash flows used in financing activities of R$626.4 million in 2023, compared to R$1,673.5 million in 2022.

 

The Income Statement for the Year and the Company's cash flow are included in its financial statements, which are available at the Company's headquarters and website, as well as published on the CVM portal.

 

 

ITEM FRE 2.2 – OPERATING AND FINANCIAL INCOME

 

 

Financing activities: we had net cash flows used in financing activities of R$636.4 million in 2023, compared to R$1,673.5 million in 2022.

  
32 
 

 

The Income Statement for the Year and the Company's cash flow are contained in its financial statements, which are available at the Company's headquarters and website, as well as being disclosed on the CVM website.

 

a.results of the Company´s operations

 

i.description of any material components of the revenue

 

Our total net revenue is derived from passenger transportation revenue, our On Board Sales, fees for rebooking, reimbursement and cancellation of tickets, also by revenues from “GOL+ Conforto” in the domestic market and the sale of “GOL+ Conforto” seats in international flights and ancillary revenue comprising cargo revenue, from our frequent flyer program Smiles (ex-GOL), among others.

 

ii.factors that materially affected the operating income

 

Our operating income in 2023 was affected by the following key factors:

 

Increase in operating revenue: GOL recorded a total net revenue for the year of R$18,774.0 million, 23.5% higher than 2022. This is due to the increased demand in the domestic and international leisure air travel market and the increased yield.

 

Structural increase in our operating cost which totaled R$15,435.0 million, an increase of 5.4% over the previous year, mainly: due to increase in the maintenance material and repair expenses.

 

b.                 significant changes in revenues attributable to the introduction of new products and services, changes in volumes and changes in prices, exchange rates and inflation

 

Net Revenue Variation in 2023: The net revenue presented an increase of 23.5% in relation to 2022. This is due to increased demand in the domestic and international leisure air travel market and increased income.

 

c.                  significant impacts of inflation, price variation of the main inputs and products, exchange and interest rates on the operating result and financial income

  
33 
 

of the Company

 

Fuel price: The price of aviation kerosene varies, both in the short and long term, in line with variations in the price of crude oil and its derivatives, in addition to the exchange rate variation, given that these disbursements are priced in US currency.

 

On December 31, 2023, the expenses with fuel in the year accounted for 38.6% of the costs, with an average price per liter of aviation kerosene (QAV) reaching R$4.85, a reduction of 14.2% in comparison with the previous year. In this period, fuel costs totaled R$5,950.3 million.

 

Tariffs: We are allowed to set our own domestic rates without prior government approval and to offer discounts on their prices or pursue other promotional activities.

 

In 2023, The yield, the main fare indicator used by the sector, which represents the average amount paid to fly one kilometer, showed an increase of 12.8% over the previous year.

 

Exchange rate: Exchange rate risk arises from the possibility of unfavorable variation in the foreign currencies to which our liabilities or our cash flow are exposed.

 

The exposure of our equity items to foreign currency risk arises mainly from leases and financing in foreign currency.

 

Interest rate: Our income is exposed to fluctuations in domestic and International interest rates, substantially to the CDI and Libor, respectively.

 

ITEM FRE 2.3 - CHANGES IN ACCOUNTING PRACTICES - MODIFIED OPINIONS AND

EMPHASES IN THE AUDITOR’S REPORT

 

 

a.            changes in accounting practices that have resulted in significant effects on the information provided in fields 2.1 and 2.2

 

There have been no changes in any accounting practices with respect to the previous period that have a significant effect on the financial and equity position of the Company.

 

b.modified opinions and emphases present in the auditor's report

 

There are no modifications on the independent auditor's report related to the individual and consolidated financial statements for 2023.

  
34 
 

The independent auditors included an emphasis paragraph related to the Company's operational continuity, transcribed below, due to the negative net working capital. Management's plans for business continuity are disclosed in explanatory note 1.3 of the aforementioned statements.

 

Significant uncertainty related to the Company`s ability to continue as a going concern

 

We draw attention to the explanatory note 1.2 to the parent company and consolidated financial statements, which states the Company incurred in loss, parent company and consolidated of R$1,222 million, for the year ended December 31, 2023 and, as of that date, current liabilities of the Company exceeded current assets, parent company and consolidated, by R$799 million and R$9,973 million, respectively. Additionally, on January 25, 2024, the Company commenced voluntary petitions for reorganization under the United States Bankruptcy Court for the Southern District of New York, based on the rules of the United States Bankruptcy Code (“Chapter 11”). As disclosed in the explanatory note 1.2, these events or conditions, together with other matters described in the explanatory note 1.2, indicate the existence of significant uncertainty that can raise substantial doubts about the Company`s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

 

ITEM FRE 2.4 - RELEVANT EFFECTS ON FINANCIAL STATEMENTS AND RESULTS

 

 

a.introduction or disposal of operating segment

 

None.

 

b.formation, acquisition or disposal of equity interest

 

None.

 

c.unusual events or operations

 

None.

 

 

ITEM FRE 2.5 - NON-ACCOUNTING MEASUREMENTS

 

 

a.value of the non-accounting measurements

 

Item not applicable, as we do not disclose non-accounting measurements in the financial statements.

  
35 
 

 

b.                  reconciliations between the disclosed values and the values in the audited financial statements

 

Item not applicable, as we do not disclose non-accounting measurements in the financial statements.

 

c.                  reason why such measurement is more appropriate for the correct understanding of its financial condition and the results of its operations

 

Item not applicable, as we do not disclose non-accounting measurements in the financial statements.

 

 

ITEM FRE 2.6 - EVENTS SUBSEQUENT TO THE LATEST FINANCIAL STATEMENTS WHICH MAY CHANGE THEM SUBSTANTIALLY

 

On January 25, 2024, the Company and its subsidiaries voluntarily filed for Chapter 11 in the United States Bankruptcy Court for the Southern District of New York (U.S. Court), as mentioned in the Capital Structure and Financial Restructuring section above.

 

On January 26, 2024, the New York Stock Exchange ("NYSE") suspended the trading of the Company's American Depositary Shares ("ADSs") and shall request the Securities and Exchange Commission to cancel the listing of the ADSs, the usual procedure after completing the filing under Chapter 11 in accordance with Section 802.01D of the NYSE Listed Company Manual.

 

GOL initiated the legal process in the United States upon a financing commitment of US$950 million, in the debtor in possession (“DIP”) modality, by members of the Ad Hoc Group of Abra Bondholders and other Abra Bondholders, which were approved by the

U.S. Court on January 29, 2024. On January 29 and 30, 2024, the Company received the first installment of the DIP in the total amount of US$350 million and on February 28, 2024, the court approved the second installment of US$150 million, as well as the additional US$ $50 million financed by 2026 bondholders, thus bringing total DIP to $1 billion. DIP financing is subject to certain objectives and contractual agreements.

  
36 
 

The financing, together with the cash generated from ongoing operations, shall provide substantial liquidity to support business as usual during the financial restructuring process. Upon the support of the Court-supervised process and the additional liquidity of the DIP financing, GOL's passenger flights, GOLLOG's cargo flights, the Smiles loyalty program and other Company operations continue to operate normally.

 

 

ITEM FRE 2.7 - DESTINATION OF SOCIAL RESULTS

 

a.rules on profit withholding

 

In accordance with Article 193 of Law 6404/76 and item "a" of § 2, of Article 34 of the Company's Bylaws, the Company must maintain a legal reserve to which it must allocate 5% of the net profit of each fiscal year up to the limit in which the amount of the reserve is equal to 20% of the paid-in capital. The Company is not obliged to allocate amounts to the legal reserve in the year in which the balance of this reserve, plus the amount of capital reserves relating to the subscription of shares and proceeds from the sale of beneficial parties and subscription bonuses, exceeds 30% of the capital stock. Furthermore, whenever the amount of the minimum mandatory dividend exceeds the realized portion of the net profit for the year, the management may propose, and the General Meeting approves, allocating the excess to the creation of a profit reserve to be realized, in accordance with Article 197, of Law 6404/76. By taking into consideration that the Company recorded a loss in the fiscal year ended December 31, 2023, there will be no distribution of dividends to shareholders for this year.

 

b.rules on dividend distribution

 

As per § 2 of Article 34 of the company's articles of incorporation, any accumulated losses and the provision for income tax shall be deducted from the results of the year, before any interest. After this deduction, the following shall be allocated: a) 5% to the legal reserve, up to 20% of the paid-in capital; b) from the balance of net profit for the year, obtained after the deduction referred to in the previous paragraph and adjusted in accordance with art. 202 of Law nº 6404/76, 25% shall be allocated to the payment of mandatory dividends to all shareholders; c) whenever the amount of the minimum mandatory dividend exceeds the realized portion of the net profit for the year, the management may propose, and the General Meeting approves, allocating the excess to

  
37 
 

the creation of a profit reserve to be realized, in accordance with Article 197, of Law 6404/76; and d) assuming the approval by the General Meeting and if it does not decide otherwise, the remaining balance shall be allocated as assigned by the Board of Directors.

 

c.periodicity of dividend distributions

 

Annually. However, the Board of Directors of the Company may determine the preparation of balance sheets at any time, respecting the legal precepts, and approve the distribution of interim dividends based on the profits recorded (§ 2 of Art. 33 of the Company's Bylaws). At any time, the Board of Directors may also decide on the distribution of interim dividends to the retained earnings account or the existing profit reserve (Art. 33, § 3, of the Company's Bylaws).

 

d.                  possible restrictions on the distribution of dividends imposed by legislation or special regulations applicable to the Company, as well as contracts, judicial, administrative or arbitration decisions.

 

The §4 of Article 202 of Law 6404/75 allows a publicly-held company to suspend the mandatory distribution of dividends in any fiscal year in which the Board of Directors reports to the general shareholders meeting that the distribution would be inadvisable in view of the financial situation of the company, as well as in case the Company has retained losses relating to previous fiscal years. In this event, the audit committee, if it's the case, shall give an opinion on this information and its directors shall forward to the Securities and Exchange Commission, within 5 (five) days of the general meeting, the presentation justifying the information transmitted to the meeting.

 

e.                  if the Company has a profit allocation policy formally approved, it shall inform the body responsible for the approval, the date of approval and, if the Company discloses the policy, the locations on the World Wide Web where the document may be consulted.

 

The Bylaws of the Company, complying strictly with the prevailing legislation on the subject, provide sufficiently rules for the allocation of results.

  
38 
 

ITEM FRE 2.8 - DESCRIPTION OF RELEVANT ITEMS NOT EVIDENCED IN THE FINANCIAL STATEMENTS

 

a.                  assets and liabilities held by the Company, direct or indirectly, which do not appear on its balance sheet (off-balance sheet items)

 

i.                    portfolios of written off receivables for which the entity has not retained or substantially transferred the risks and benefits of ownership of the transferred asset, indicating respective liabilities

 

None.

 

ii.contracts for the future purchase and sale of products or services

 

On December 31, 2023, the Company has 101 firm orders (91 on December 31, 2022) with Boeing for the acquisition of aircraft. These commitments of aircraft purchase include estimates for contractual price increases during the construction phase. The present value of firm orders on December 31, 2023, by taking into consideration an estimate of contractual discounts, corresponds to approximately R$18,827,647 (R$20,574,804 on December 31, 2022), equivalent to US$3,888,965 (US$3,943. 271 on December 31, 2022), and are segregated as follows:

 

  2023 2022
2023 - 4,234,480
2024 3,882,344 5,847,873
2025 3,349,889 6,970,535
After 2026 11,595,414 3,521,916
Total 18,827,647 20,574,804

 

From the total commitments showed above, the Company must disburse the amount of R$6,400,686 (corresponding to US$1,322,101 on December 31, 2023) as advances for the acquisition of aircraft, as per the financial flow below:

 

  2023 2022
2023 - 1,642,175
2024 1,439,432 1,990,773
2025 1,132,693 2,355,513
After 2026 3,828,561 1,182,264
Total 6,400,686 7,170,725
  
39 
 

Commitment of fuel purchase: Company has a commitment to future acquisition of aeronautical fuel at a fixed price for use in its operations, which complements its managing strategy of exposure risk. As of December 31, 2023, the purchase commitments until 2024 amount to R$538.661.

 

iii.unfinished construction contracts

 

None.

 

iv.contracts for future financing receipts

 

None.

 

b.other items not evidenced in the financial statements

 

None.

 

 

ITEM FRE 2.9 - COMMENTS ON ITEMS NOT EVIDENCED IN THE FINANCIAL STATEMENTS

 

a.                  How such items change or may change the revenues, expenses, operating results, financial expenses or other items in the Company's financial statements

 

Not applicable item. Both aircraft purchase orders with Boeing and commitments to purchase fuel at a fixed price are shown in the Financial Statements in the Commitment note. There are no other relevant items not shown in the financial statements.

 

b.Nature and purpose of the transaction

 

Not applicable item.

 

c.                  Nature and the amount of assumed obligations and the rights generated in favor of the Company as a result of the transaction

 

Not applicable item.

  
40 
 

 

FRE ITEM FRE 2.10 - MAIN ELEMENTS OF THE BUSINESS PLAN

 

 

a.investments

 

i.             quantitative and qualitative description of ongoing investments and planned investments

 

CAPEX investments are expected to be around BRL3.0 Billion for 2024. This amount is mainly intended for investments in aircrafts and engines. The following is the segregation into three main groups with the representativeness of the total amount to be invested: Engines (~66%), Aircrafts and IT (~32%) and Others (~2%).

 

ii.financing sources of investments

 

On March 31, 2023, the Company concluded a capital market structuring operation with Abra Group of up to USD1.4 billion, through which it obtained new capital resources and refinanced approximately 63% of its debts maturing in 2024, 2025 and 2026, extending over 3 years from the average term to 2028, with the closest maturity related to ESN 2024 having 90% refinancing in this modality, in addition to refinancing short-term debts.

 

On January 25, 2024, the Company and its subsidiaries voluntarily filed for Chapter 11 in the United States Bankruptcy Court for the Southern District of New York (U.S. Court). Chapter 11 is a United States legal proceeding used by companies to raise capital, restructure finances, and strengthen long-term business operations while continuing to operate normally.

 

GOL initiated the legal proceeding in the United States with a USD950 million debtor-in- possession (“DIP”) financing commitment by members of Ad Hoc Group of Abra’s Bondholders and other Abra Bondholders, which were approved by the US Court on January 29, 2024. On January 29 and 30, 2024, the Company received the first installment of DIP in the total amount of US$350 million and on February 28, 2024, the court approved the second installment of USD150 million, as well as the additional

  
41 
 

USD50 million financed by the 2026 bondholders, thus bringing the total DIP to USD1 billion.

 

The financing, together with cash generated from ongoing operations, will provide substantial liquidity to support the operations, which normally follow during the financial restructuring process. With the support of the Court-supervised process and the additional liquidity of the DIP financing, GOL's passenger flights, GOLLOG's cargo flights, the Smiles loyalty program and other Company operations continue to operate normally.

 

iii.relevant divestitures in progress and planned divestitures

 

Not applicable.

 

b.                  provided that it has already been disclosed, indicate the acquisition of plants, equipment, patents, or other assets that should materially influence the Company’s productive capacity

 

Negotiations on the acquisition of aircrafts continue in line with the voluntary reorganization process ("Chapter 11 Filing"), even so, GOL's fleet acceleration plan has been impacted by the logistical and supply chain challenges faced by the world's leading aircraft manufacturers, causing Boeing to periodically review the delivery deadlines for new aircrafts.

 

For the year 2024, the Company expects to receive 14 aircrafts Boeing 737 MAX 8, increasing the number of this model from 44 to 58 aircrafts, maintaining its operational capacity.

 

c.new products and services

 

The Company should continue to develop the cargo operation, as well as focus on the development of new routes, customer loyalty, and new sources of auxiliary revenue.

 

 

 

i.description of previously disclosed ongoing research
  
42 
 

Not applicable.

 

ii.total amounts spent on the development of new products or services

 

Not applicable.

 

iii.projects in development already disclosed

 

In 2023, GOL and SMILES launched their new travel provider, Smiles Viagens. It allows the buying of travel packages, tours, and access to lounges, as well as earning miles in the loyalty program. Smiles Viagens is the online travel operator of Grupo Gol and Smiles. At Smiles Viagens, it is possible to purchase several services in a single purchase, such as airline tickets, high-end hotels, tours, and others, all of which are customized according to the customer's taste. In addition, concierge support is available throughout the trip for experiences menu itineraries, as well as other benefits included at the airport.

 

In December 2023, GOL announced the opening of ticket sales to/from its newest domestic destination: São José dos Campos (SJK), a city located in the Paraíba Valley, in the interior of São Paulo, and its 76th base to be launched. Starting March 27 next year, São José dos Campos will receive three weekly direct round-trip flights to Tom Jobim – Galeão International Airport. In November, the Company announced an 18% increase in the supply of flights in the state of Bahia in January 2024, compared to October 2023. For the vacation period, new flight frequencies to Salvador and São Paulo will be added, expanding tourist access to Espírito Santo, as well as promoting more seats for residents in the state on their summer leisure trips.

 

iv.total amounts spent on the development of new products and services

 

Not applicable.

 

d.opportunities inserted in the Company's business plan related to ESG issues

 

In line with its commitment to be A Primeira para Todos (The First for All), GOL has joined the world's largest voluntary corporate commitment, the UN Global Pact. And used this platform to project herself as an ambassador for the Raça é Prioridade (Race is a Priority) Movement, an important initiative in the fight against structural racism, which

  
43 
 

establishes the goal of 50% of black people in leadership positions by 2030, in addition to the adhesion to the platforms: Women Lead 2030, Mind in Focus and Net Zero Ambition 2030.

 

In November, GOL implemented an ESG technology software to assist in the creation and management of goals and indicators related to the ESG goal. The platform enables the Company to efficiently manage and analyze data, linked to the major ESG frameworks, the Global Reporting Initiative (GRI), the Sustainability Assessment Standards Board (SASB) and the Task Force for Climate Related Disclosures (TCFD). This is an important step in the journey of development of GOL's ESG initiatives and sustainability strategy, which is increasingly linked to the business.

 

In January, we maintained our Climate Disclosure Project (CDP) score at B-.

 

The score aims to collaborate with the transparency of organizations' carbon emissions, in addition to classifying them and contributing to actions to mitigate impacts on the environment.

 

 

 

ITEM FRE 2.11 - OTHER FACTORS THAT RELEVANTLY INFLUENCED THE OPERATIONAL PERFORMANCE

 

Below is shown the identification of the main risks that have significant influence on the operational performance:

 

Market risks

 

·                     Aircraft Fuel: GOL purchases jet fuel at prevailing market prices, which vary depending on the volatility of the price of crude oil and its derivatives, but seeks to manage risk by running a documented hedging program. To manage the price risk, GOL holds oil derivative contracts. In addition, it has contracts with the supplier that hedged in reals for oil. Virtually all of the fuel procurement is from one supplier, Vibra.

 

The Company uses different instruments to hedge its exposure to fuel prices, the choice depending on factors such as market liquidity, market value of the components, volatility

  
44 
 

levels, availability and margin deposit. The main instruments are futures such as calls, call spreads, collars and swaps. Some of these instruments may generate mark-to- market and margin calls or expenditure on premium payments to make their contracting feasible, which may impact the Company’s liquidity.

 

In addition to the financial instruments mentioned, the Company has the capacity adjustment as the control pillar in order to mitigate the possible effects caused by an increase in variable costs, such as fuel.

 

·                     Foreign currencies: A significant portion of GOL’s operating costs and expenses, including aircraft and engine maintenance services, aircraft lease payments and aircraft insurance, are denominated in U.S. dollars. In addition, a portion of debt, finance leases, a portion of cash and cash equivalents, and short-term investments are also denominated in US dollars. To manage exchange rate risk, GOL enters into derivative contracts to protect against a possible devaluation of the Brazilian real against the US dollar.

 

·                     Interest Rate: GOL’s results are affected by changes in interest rates, mainly due to the impact on interest expenses resulting from the fact that part of the indebtedness and financial leases are indexed at variable rates, within the contracts, as well as interest income from financial investments.

 

The Company is exposed to future lease operations, whose installments to be paid are in turn exposed to the variation of the Libor rate until the aircraft is received. To mitigate these risks, the Company may use derivative financial instruments such as SOFR interest rate swaps.

 

·                     Reduction in demand: Actual terrorist threats or attacks, or other hostilities, even if not directly in the aviation industry, can significantly harm the industry and the Company’s operations. Global disasters, such as pandemics, also directly impact the Company’s operations.

 

Fare reduction due to competition

 

The industry is exposed to competition from other competitors on all routes that are operated, on existing charter flights and from new entrants into the domestic market. Competition from other airlines has a relatively significant impact on the company

  
45 
 

compared to other companies in the sector, since we have a higher proportion of connecting flights between the busiest airports in Brazil, where competition is more intense. On the other hand, some of our competitors have a higher proportion of flights connecting to less busy airports where there is little or no competition.

 

Current competitors and potential entrants have in the past introduced, and may again introduce, fare offerings below the break-even level of the market or increase capacity on their routes in an effort to increase their respective market shares of business traffic (high value-added customers).

 

GOL’s business model focuses on: (i) maintaining profitability through controlled, sustainable and responsible addition of capacity at a level compatible with the increase in demand, (ii) cost reduction for a more efficient operation, (iii) control of the term of ticket inventories offered (forward bookings).

 

Liquidity Risk

 

The Company is exposed to liquidity risk in two distinct ways: market liquidity risk, which varies according to the types of assets and markets in which the assets are traded, and cash flow liquidity, related to the emergence of difficulties in meeting contracted operating obligations on the scheduled dates. In order to meet liquidity risk management, the Company invests its funds in liquid assets (federal government bonds, CDBs [Bank Deposit Certificates], and investment funds with daily liquidity) and the Cash Management Policy establishes that the weighted average term of the debt must be greater than the weighted average term of the investment portfolio.

 

Inability to pay or roll over debt

 

The Company is exposed to possible financial difficulties, for example, nonpayment of loans or similar agreements, denial of trade credit by suppliers, debt restructuring needs to avoid default, failure to meet statutory capital requirements, and the need to seek new sources or methods of financing or to dispose of substantial assets.

 

Credit risk

  
46 
 

Credit limits are established for all customers based on internal rating criteria and the book values represent the maximum credit risk exposure. Customer credit quality is assessed based on an extensive internal credit rating system. The outstanding customer receivables are monitored frequently by the Company.

 

Legal, labor, tax, civil and consumer risks

 

The Company’s business is labor intensive and therefore the company may be affected if it is unable to maintain satisfactory relations with its employees or employee representatives. Throughout 2020 and 2021, during the pandemic, the company was transparent with its employees, being the first airline to hold negotiations with trade unions, seeking solutions that would preserve jobs.

 

The Company and its controlling shareholders are involved in certain legal matters arising in the normal course of its business, which include civil, administrative, tax, social security, and labor lawsuits. The Company classifies the risks of loss in legal proceedings as probable, possible or remote. The provision recorded in relation to these lawsuits is determined by the Company’s management, based on the analysis of its legal advisors, and reasonably reflects the estimated probable losses.

  
47 
 

 

2.1.4.                                  INFORMATION REGARDING CANDIDATES NOMINATED OR SUPPORTED BY MANAGEMENT OR CONTROLLING SHAREHOLDERS (ITEMS 7.3 TO 7.6 OF THE REFERENCE FORM)

 

Considering that, pursuant to article 18 of the Company's Bylaws, the Board of Directors is made up of at least 5 (five) and at most 1 0 (ten) members, and it is incumbent upon the General Meeting to determine the number of members to be elected, the Company's Management proposes that the number of positions on the Board of Directors to be filled be set at 10 (ten).

 

Under the terms of art. 1 1, item I, of CVM Resolution No. 81, dated March 29, 2022, as amended, the Company provides the information concerning the candidates nominated by management or the controlling shareholders, corresponding to items 7.3 to 7.6 of the Reference Form.

 

FRE ITEM 7.3/4 - COMPOSITION AND PROFESSIONAL EXPERIENCE OF MANAGEMENT

 

 

7.3.       In relation to each of the issuer's managers, indicate, in table format:

 

 

a. name CONSTANTINO DE OLIVEIRA JUNIOR
b. date of birth 08/12/1968
c. profession Businessman

d.       Taxpayers’ ID (CPF) or Passport

No.

417.942.901-25
e. elective office to be held Chairman of the Board of Directors
f. election date 04/30/2024
g. investiture date 04/30/2024
h. term of office 1 year
i. if elected or not by the controller Yes
j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter No
  
48 
 

 

k. if the administrator or member of the audit committee has been

serving consecutive terms, the date of commencement of the first of such term of office

03/10/2010
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer. Mr. Constantino de Oliveira Junior is the Chairman of the Board of Directors and a member of the Company's Corporate Governance and People Committee, Alliances Committee, and Safety Committee. Mr. Constantino Junior studied Business Administration at the Federal District University and attended the Executive Corporate Management Program of the Association for Overseas Technical Scholarships in Yokohama, Japan. Mr. Constantino Junior served as Chief Executive Officer of the Company in 2001 and in 2004 became a member of the board of directors, cumulating both functions until 2012. Also in 2004, Mr. Constantino debuted the Company's shares traded on the São Paulo Stock Exchange (BOVESPA) – GOLL4 and on the New York Stock Exchange (NYSE) – GOL. In 2012, Mr. Constantino Junior assumes as Chairman of the Board of Directors, a position he has held up to now. Mr. Constantino Junior also assumes as Chairman of the Company's Board of Directors until the merger of Gol, in August 2021. Mr. Constantino Junior introduced the concept of "low cost, low fare" in Brazilian civil aviation and was chosen as an "Executive of Value" in 2002 and 2001 by Valor Econômico newspaper, and as a "Lead Executive" in the logistics sector in 2003 by Gazeta Mercantil newspaper, and in 2008, he was named "Illustrious Executive" in the Air Transport category at the GALA (Galería Aeronáutica Latinoamericana) awards, sponsored by IATA. From 1994 to 2000 he held the position of Executive Officer at Comporte Participações, a company that controls several land passenger transportation companies. He is currently a member of the Board of
  
49 
 

 

  Directors and one of the founders of ABRA Group, where he serves as CEO. Mr. Constantino Junior declares that he is not considered a politically exposed person, under the terms of the applicable regulations.
m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, which has suspended or disqualified him from practicing any professional or commercial activity. Mr. Constantino Junior further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or disqualification for the practice of any professional or commercial activity. Mr. Constantino Junior declares, therefore, to be duly qualified to practice his professional activities.
7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. Member of the Corporate Governance and People Committee, Alliances Committee, and the Safety Committee.

 

 

a. name RICARDO CONSTANTINO
b. date of birth 02/27/1963
c. profession Businessman

d.       Taxpayers’ ID (CPF) or Passport

No.

546.988.806-10
e. elective office to be held Vice-Chairman of the Board of Directors
f. election date 04/30/2024
g. investiture date 04/30/2024
h. term of office 1 year
i. if elected or not by the controller Yes
  
50 
 

 

j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter No

k. if the administrator or member of the audit committee has been

serving consecutive terms, the date of commencement of the first of such term of office.

03/12/2004
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer. Mr. Ricardo Constantino is the Vice- Chairman of the Company's Board of Directors and a member of the Corporate Governance and People Committee. In addition, Mr. Ricardo held the position of Technical and Maintenance Executive Officer of Grupo Comporte from 1994 to 2012. Mr. Ricardo Constantino is also a member of the Board of Directors of Via Rondon S.A., as of 2010. Since 2006, he has been a member of the Board of Directors of Expresso Itamarati S/A. In addition, Mr. Ricardo Constantino is currently a member of the Board of Directors of the companies BR Mobilidade Baixada Santista SPE S/A, Comporte Participações S/A, Viação Piracicabana S/A, and Empresa Nossa Senhora da Penha S/A. Mr. Ricardo declares that he is not considered a politically exposed person, under the terms of the applicable regulations.
m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, which has suspended or disqualified him from practicing any professional or commercial activity. Mr. Ricardo further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or disqualification for the practice of any professional or commercial activity. Mr. Ricardo declares, therefore, to be duly qualified to practice his professional activities.
  
51 
 

 

7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. No.

 

 

a. name ADRIAN NEUHAUSER
b. date of birth 03/14/1973
c. profession Business Administrator

d.       Taxpayers’ ID (CPF) or Passport

No.

F49678214
e. elective office to be held Board of Directors (Effective)
f. election date 04/30/2024
g. investiture date 04/30/2024
h. term of office 1 year
i. if elected or not by the controller Yes
j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter No

k. if the administrator or member of the audit committee has been

serving consecutive terms, the date of commencement of the first of such term of office.

04/28/2023
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer. Mr. Samuel is a member of the Company's Board of Directors. Mr. Neuhauser holds a degree in Economics from the Pontificia Universidad Católica in Chile. Mr. Neuhauser is currently also Avianca's CEO since 2021, after joining the company as its Chief Financial Officer in 2019, leading its restructuring process. He has more than 20 years of experience in the financial sector with a focus on investment banking, as well as extensive experience working with transportation companies, including airlines, railways, and carriers. Before joining Avianca, Mr. Neuhauser was
  
52 
 

 

  Administrative Officer of Credit Suisse, dealing with airlines throughout the American continent. In addition, he held senior positions at Deutsche Bank, Bank of America, as well as Merrill Lynch, where he was responsible for M&As and capital market transactions in Chile and the Andean Region. Mr. Neuhauser declares that he is not considered a politically exposed person, under the terms of the applicable regulations.
m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, which has suspended or disqualified him from practicing any professional or commercial activity. Mr. Neuhauser further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or disqualification for the practice of any professional or commercial activity. Mr. Neuhauser declares, therefore, to be duly qualified to practice his professional activities.
7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. No.

 

 

a. name ANMOL BHARGAVA
b. date of birth 11/19/1978
c. profession Engineer

d.       Taxpayers’ ID (CPF) or Passport

No.

567476381
e. elective office to be held Board of Directors (Effective)
f. election date 04/30/2024
g. investiture date 04/30/2024
  
53 
 

 

h. term of office 1 year
i. if elected or not by the controller Yes
j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter No

k. if the administrator or member of the audit committee has been

serving consecutive terms, the date of commencement of the first of such term of office.

05/13/2022
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer. Mr. Anmol Bhargava is an effective member of the Company's Board of Directors. Mr. Bhargava graduated from RV Engineering College in Bangalore, India, and in 2006 earned a master's degree in business administration in strategy and finance from the University of Texas. Mr. Bhargava has also been Vice President of Global Alliances and Partnerships at American Airlines since May 2021. Mr. Bhargava joined American Airlines in 2006 and served as administrative officer of joint business and alliances for the Atlantic and Pacific regions, CFO of Joint Business and Analytics, CFO of the strategic alliances team, and senior financial analyst. Previously, Mr. Bhargava worked at AkzoNobel. In 2001. Mr. Bhargava declares that he is not considered a politically exposed person, under the terms of the applicable regulations.
m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, which has suspended or disqualified Mr. Bhargava further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or disqualification for the practice of any
  
54 
 

 

him from practicing any professional or commercial activity. professional or commercial activity. Mr. Bhargava declares, therefore, to be duly qualified to practice his professional activities.
7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. No.

 

 

a. name MARCELA DE PAIVA BOMFIM TEIXEIRA
b. date of birth 10/10/1980
c. profession Business Manager

d.       Taxpayers’ ID (CPF) or Passport

No.

012.640.496-84
e. elective office to be held Independent Board of Directors (Effective)
f. election date 04/30/2024
g. investiture date 04/30/2024
h. term of office 1 year
i. if elected or not by the controller Yes
j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter Yes

k. if the administrator or member of the audit committee has been serving consecutive terms, the date of

commencement of the first of such term of office.

04/29/2022
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of Mrs. Marcela de Paiva Bomfim Teixeira is an independent member of the Company's Board of Directors and Statutory Audit Committee. Mrs. Marcela holds a degree in business administration from the Pontifical Catholic University of Minas Gerais, a specialization in Management and Information Technology from the
  
55 
 

 

the same class or type of security of the issuer.

Institute of Technological Education and a specialization in Finance from Fundação Dom Cabral and a master's degree in Business Administration with a focus on project management from Fundação Getúlio Vargas. Mrs. Marcela holds an executive master's degree in business administration from Fundação Dom Cabral. She has an extension on the HEC Paris Shanghai Module. Mrs. Marcela was a member of the audit committee of Transporte Energia S.A. from 2012 to 2016. In her 22 years of experience, Marcela has worked for companies such as Usinas Siderúrgica de Minas Gerais

S.A. – Usiminas and Alupar Investimento

S.A. and was previously a member of our audit committee for four years. Mrs. Marcela declares that she is not considered a politically exposed person, under the terms of the applicable regulations.

m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, which has suspended or disqualified him from practicing any professional or commercial activity. Mrs. Marcela further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or disqualification for the practice of any professional or commercial activity. Mrs. Marcela declares, therefore, to be duly qualified to practice her professional activities.
7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. Effective member of the Audit Committee

 

 

a. name GERMÁN PASQUALE QUIROGA VILARDO
b. date of birth 10/25/1967
  
56 
 

 

c. profession Engineer

d.       Taxpayers’ ID (CPF) or Passport

No.

009.943.227-71
e. elective office to be held Independent Board of Directors (Effective)
f. election date 04/30/2024
g. investiture date 04/30/2024
h. term of office 1 year
i. if elected or not by the controller Yes
j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter Yes

k. if the administrator or member of the audit committee has been

serving consecutive terms, the date of commencement of the first of such term of office.

04/29/2022
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer. Mr. Germán Pasquale Quiroga Vilardo is an independent member of the Company's Board of Directors and Statutory Audit Committee. Mr. Vilardo holds a degree in electronic engineering from the Institute of Military Engineering and a master's degree in digital systems from the Polytechnic School of the University of São Paulo (USP). He was founder and CEO of TV1.com, Chief Information Officer and Chief Marketing Officer of Americanas.com, Chief Information Officer and Chief Marketing Officer of Cyrela Brasil Realty and founder. Mr. Vilardo was also Chief Executive Officer and member of the Board of Directors of Pontofrio.com, Nova Pontocom and several other e- commerce companies and was the founder of OMNI55 Consulting. He is currently a member of the board of directors of Centauro, C&A, Kalunga, Ammo, Stefanini, Votorantim, Servimed, TV1, G2D Investments, and HiPartners.
  
57 
 

 

  Mr. Vilardo is also a founding member of Cobasi Digital's Board of Directors. Mr. Vilardo declares that he is not considered a politically exposed person, under the terms of the applicable regulations.
m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, which has suspended or disqualified him from practicing any professional or commercial activity. Mr. Vilardo further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or disqualification for the practice of any professional or commercial activity. Mr. Vilardo declares, therefore, to be duly qualified to practice his professional activities.
7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. Effective member of the Audit Committee

 

 

a. name PHILIPP MICHAEL SCHIEMER
b. date of birth 06/09/1964
c. profession Business Administrator

d.       Taxpayers’ ID (CPF) or Passport

No.

172.372.968-09
e. elective office to be held Independent Board of Directors (Effective)
f. election date 04/30/2024
g. investiture date 04/30/2024
h. term of office 1 year
i. if elected or not by the controller Yes
  
58 
 

 

j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter Yes

k. if the administrator or member of the audit committee has been

serving consecutive terms, the date of commencement of the first of such term of office.

04/29/2022
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer. Mr. Philipp Michael Schiemer is an independent member of the Company's Board of Directors and Statutory Audit Committee. Mr. Schiemer is currently Senior Vice President at Mercedes-Benz AG responsible for Top Customer Relations. Previously, he was the CEO of Mercedes-AMG and President of Mercedes-Benz Brazil and Latin America, and Vice President of Product Marketing at Mercedes Benz in Stuttgart, Germany. From 2004 to 2009, he was Vice President of Sales at Mercedes-Benz do Brasil. Mr. Schiemer is certified as a senior advisor to the Brazilian Institute of Corporate Governance. Mr. Schiemer was also president of the SAE Brazil congress and served as Vice President of the Brazil-Germany Chamber of Commerce from January 2018 to December 2018 and, in January 2019, assumed the position of president. Mr. Schiemer studied business administration and has a specialization in marketing and finance at Corporate University Mercedes-Benz AG in Stuttgart, Germany. Mr. Schiemer declares that he is not considered a politically exposed person, under the terms of the applicable regulations.
m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) Mr. Schiermer further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any
  
59 
 

 

final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, which has suspended or disqualified him from practicing any professional or commercial activity. final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or disqualification for the practice of any professional or commercial activity. Mr. Schiermer declares, therefore, to be duly qualified to practice his professional activities.
7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. Effective member of the Audit Committee

 

 

a. name TIMOTHY ROBERT COLEMAN
b. date of birth 04/20/1954
c. profession Banker

d.       Taxpayers’ ID (CPF) or Passport

No.

548526171
e. elective office to be held Independent Board of Directors (Effective)
f. election date 04/30/2024
g. investiture date 04/30/2024
h. term of office 1 year
i. if elected or not by the controller Yes
j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter Yes

k. if the administrator or member of the audit committee has been serving consecutive terms, the date of

commencement of the first of such term of office.

01/25/2024
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies Mr. Timothy Robert Coleman is an independent member of the Company's Board of Directors and Special Independent Committee. Mr. Coleman serves as a senior advisor to PJT Partners
  
60 
 

 

controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer. and, in his professional career, has been a partner and Global President of PJT Partners' Restructuring and Special Situations Group. Prior to the spin-off of PJT Partners to Blackstone, Mr. Coleman worked for 23 years at Blackstone, as Senior Managing Director and head of the Restructuring and Reorganization Group. Mr. Coleman has worked on a variety of restructuring tasks and special situations for companies, municipalities, creditor groups, special committees of corporate boards, distressed companies, and asset acquirers. Tim was widely recognized for excellence in his field and awarded the Harvey R. Miller Outstanding Achievement award for services to the restructuring industry at the Annual Distressed Investing Conference (2019), the Turnaround Atlas Awards leadership award (2017), the M&A Advisor's Turnaround Leadership award (2014), was included to the Turnaround Restructuring and Distressed Investing Industry Hall of Fame by the Turnaround Management Association (2013), and named Global Investment Banker of the Year by the Turnaround Atlas Awards (2011). Finally, among the most notable cases in which Mr. Coleman acted are: Arch Coal, AMBAC, Bear Stearns Asset Management, Cable & Wireless Holdings, C-BASS, Delta Air Lines, Delta (Re: Pinnacle Airlines), Energy XXI, Financial Guaranty Insurance Company, Ford Motor Company, Genco, among others.
m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, Mr. Timothy further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or
  
61 
 

 

which has suspended or disqualified him from practicing any professional or commercial activity. disqualification for the practice of any professional or commercial activity. Mr. Timothy declares, therefore, to be duly qualified to practice his professional activities.
7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. No.

 

 

a. name PAUL STEWART ARONZON
b. date of birth 11/17/1954
c. profession Banker

d.       Taxpayers’ ID (CPF) or Passport

No.

A08738760
e. elective office to be held Independent Board of Directors (Effective)
f. election date 04/30/2024
g. investiture date 04/30/2024
h. term of office 1 year
i. if elected or not by the controller Yes
j.  if  an  independent  member, under the terms of the specific regulations applicable to the matter Yes

k. if the administrator or member of the audit committee has been serving consecutive terms, the date of

commencement of the first of such term of office.

01/25/2024
l. main professional experiences during the last 5 years, highlighting, if applicable, offices and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of Mr. Paul Stewart Aronzon is an independent member of the Company's Board of Directors and Special Independent Committee. In his professional career, he served as Co- Managing Partner of the Milbank office in Los Angeles and Co-Leader of Milbank's Global Financial Restructuring
  
62 
 

 

the same class or type of security of the issuer. Group, in addition to being Executive Vice President and Managing Director of Imperial Capital. With more than 40 years of experience, he has acted as a leading consultant in corporate restructurings and reorganizations, including extensive experience advising companies, boards of directors and advisory committees to boards of directors, independent directors, sponsors, debtors, creditors, debt acquirers, assets or companies and other parties in cases of reorganization and recapitalization operations. Said commitments and transactions included successful stock exchange and acquisition offers, proxy contests, rights offerings, mergers, and acquisitions (sales of companies and assets), as well as financing transactions, pre-arranged reorganizations, disputed or litigated cases (including cram down) of Chapter 11, consensual Chapter 11 cases, and numerous successful dispute resolution issues using mediation and various resolution processes. Lastly, Mr. Paul Stewart Aronzon has experience in a wide range of industries, including aerospace/defense, agriculture, airlines, apparel, and textiles, automotive, among others.
m. description of any of  the following events that have occurred during the last 5 years: (i) criminal conviction; (iii) conviction in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, and the penalties applied; and (iii) final and unappealable conviction in the judicial sphere or subject matter to a final administrative decision, which has suspended or disqualified him from practicing any professional or commercial activity. Mr. Paul further declares that, in the last five (5) years: (a) he has not suffered any criminal conviction; (b) he has not suffered any conviction or penalty in an administrative proceeding before the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance; (c) he has not suffered any final and unappealable conviction, in the judicial or administrative sphere, which has caused his suspension or disqualification for the practice of any professional or commercial activity. Mr. Paul declares, therefore, to be duly qualified to practice his professional activities.
  
63 
 

 

7.4. Indicate if member of any audit, risk, financial and compensation committees, even if such committees or structures are not statutory. No.

 

 

 

FRE ITEM 7.5 EXISTENCE OF FAMILY RELATIONSHIPS

 

 

7.5.               Inform the existence of marital relationship, steady union or relationship up to the second degree between: a. administrators of the issuer; b.(i) administrators of the issuer and (ii) administrators of the issuer's direct or indirect subsidiaries; (c.) (i) administrators of the issuer or its subsidiaries, direct or indirect, and (ii) direct or indirect controllers of the issuer; d. (i) administrators of the issuer and (ii) administrators of the issuer's direct and indirect parent companies:

 

 

 

 

Name

CPF

(Individual Taxpayer Registry)

Corporate name of the Company, subsidiary, or parent company

CNPJ

( National Register of Legal Entities)

Type of relationship with the administrator of the Company

or subsidiary.

Cargo
  Administrator of  

 

 

 

 

 

 

Gol Linhas Aéreas Inteligentes S.A. Mobi Fundo de Investimento em Ações no Exterior

 

GOL Linhas Aéreas S.A.

 

 

 

 

 

06.164.253/0001-

87

 

21.409.035/0001-

59

 

 

 

 

07.575.651/0001-

59

 
the issuer or    
subsidiary    
RICARDO    
CONSTANTINO    
Effective Member    
of the Board of    
Directors of GOL    

Linhas Aéreas Inteligentes S.A.,

GOL Linhas Aéreas

546.988.806-10 Brother or Sister (1st degree by
S.A 084.864.028-40 consanguinity)
Related Person    
JOAQUIM    
CONSTANTINO    
NETO Effective    
Member of the    
Board of Directors    
of GOL Linhas    
Aéreas S.A    
  
64 
 

 

 

 

 

Name

CPF

(Individual Taxpayer Registry)

Corporate name of the Company, subsidiary, or parent company

CNPJ

( National Register of Legal Entities)

Type of relationship with the administrator of the Company

or subsidiary.

Cargo
         

Note: The Mobi Foreign Equity Investment Fund is the controlling entity of ABRA Mobi LLP, the direct

controlling shareholder of the Company, jointly with Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino. Additionally, Messrs. Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino are the sole shareholders and control MOBI FIA IE in equal proportions

Administrator of  

 

 

 

 

 

 

 

 

 

Gol Linhas Aéreas Inteligentes S.A.

 

Mobi Fundo de Investimento em Ações no exterior

 

GOL Linhas Aéreas S.A.

   
the issuer or      
subsidiary      
RICARDO      
CONSTANTINO      
Effective Member of      
the Board of   06.164.253/0001-  
Directors of GOL   87  
Linhas Aéreas 546.988.806-10    
Inteligentes S.A.,      
GOL Linhas Aéreas   21.409.035/0001- Brother or Sister
S.A.   59 (1st degree by
      consanguinity)
Related Person      
CONSTANTINO DE   07.575.651/0001-  
OLIVEIRA JUNIOR 417.942.901-25 59  
Chairman of the      
Board of Directors of      
GOL Linhas Aéreas      
Inteligentes S.A. and      
Gol Linhas Aéreas      
S.A."      

Note:

The Mobi Foreign Equity Investment Fund is the controlling entity of ABRA Mobi LLP, the direct controlling shareholder of the Company, jointly with Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

  
65 
 

 

 

 

 

Name

CPF

(Individual Taxpayer Registry)

Corporate name of the Company, subsidiary, or parent company

CNPJ

( National Register of Legal Entities)

Type of relationship with the administrator of the Company

or subsidiary.

Cargo

Additionally, Messrs. Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto,

and Ricardo Constantino are the sole shareholders and jointly control MOBI FIA IE, in equal proportions.

Administrator of    

 

 

 

 

 

 

 

06.164.253/0001-

87

 

 

 

21.409.035/0001-

59

 

 

 

07.575.651/0001-

59

 
the issuer or      
subsidiary      
CONSTANTINO DE      
OLIVEIRA JUNIOR      
Chairman of the      
Board of Directors of   Gol Linhas Aéreas  
GOL Linhas Aéreas 417.942.901-25 Inteligentes S.A.  
Inteligentes S.A. and      

Gol Linhas Aéreas S.A.

 

Related Person

  Mobi Fundo de Investimento em Ações no exterior

 

Brother or Sister (1st degree by consanguinity)

RICARDO   GOL Linhas  
CONSTANTINO   Aéreas S.A.  
Member of the Board      
of Directors of GOL 546.988.806-10    
Linhas Aéreas      
Inteligentes S.A. and      
Gol Linhas Aéreas      
S.A.      

Note:

The Mobi Foreign Equity Investment Fund is the controlling entity of ABRA Mobi LLP, the direct controlling shareholder of the Company, jointly with Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

Additionally, Messrs. Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino are the sole shareholders and jointly control MOBI FIA IE, in equal proportions.

Administrador do

emissor ou controlada

 

 

417.942.901-25

Gol Linhas Aéreas

06.164.253/0001-

87

Brother or Sister

(1st degree by consanguinity)

           
  
66 
 

 

 

 

 

Name

CPF

(Individual Taxpayer Registry)

Corporate name of the Company, subsidiary, or parent company

CNPJ

( National Register of Legal Entities)

Type of relationship with the administrator of the Company

or subsidiary.

Cargo
Administrator of   Inteligentes    
the issuer or   S.A. 21.409.035/0001-
subsidiary     59
CONSTANTINO DE 084.864.028-40 MOBI Fundo  
OLIVEIRA JUNIOR   de  
Chairman of the   Investimento 07.575.651/0001-
Board of Directors of   em Ações 59
GOL Linhas Aéreas      
Inteligentes S.A. and   GOL Linhas  
Gol Linhas Aéreas   Aéreas S.A.  
S.A. 546.988.806-10    

 

Related Person

     
JOAQUIM      
CONSTANTINO      
NETO      
Effective Member of      
the Board of      
Directors of GOL      
Linhas Aéreas S.A.      

Note:

The Mobi Foreign Equity Investment Fund is the controlling entity of ABRA Mobi LLP, the direct controlling shareholder of the Company, jointly with Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

Additionally, Messrs. Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino are the sole shareholders and jointly control MOBI FIA IE, in equal proportions.

Administrator of   Mobi Fundo    

the issuer or subsidiary

CONSTANTINO DE

 

de Investimento

em Ações no

 

21.409.035/0001-

59

 

Brother or Sister (1st degree by

OLIVEIRA JUNIOR   exterior   consanguinity)
Chairman of the 417.942.901-25      
Board of Directors of        
           
  
67 
 

 

 

 

 

Name

CPF

(Individual Taxpayer Registry)

Corporate name of the Company, subsidiary, or parent company

CNPJ

( National Register of Legal Entities)

Type of relationship with the administrator of the Company

or subsidiary.

Cargo
GOL Linhas Aéreas        
Inteligentes S.A. and  
Gol Linhas Aéreas  
S.A.  

 

JOAQUIM

 

084.864.028-40

CONSTANTINO  
NETO  
Effective Member of  
the Board of  
Directors of GOL  
Linhas Aéreas S.A.  
  443.609.911-34
RICARDO  
CONSTANTINO  
Member of the Board  
of Directors of GOL  
Linhas Aéreas  
Inteligentes S.A. and  
Gol Linhas Aéreas  
S.A.  

 

Related Person

 
Henrique  
Constantino  

Note:

The Mobi Foreign Equity Investment Fund is the controlling entity of ABRA Mobi LLP, the direct controlling shareholder of the Company, jointly with Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

Additionally, Messrs. Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino are the sole shareholders and jointly control MOBI FIA IE, in equal proportions.

           
  
68 
 

 

 

 

 

Name

CPF

(Individual Taxpayer Registry)

Corporate name of the Company, subsidiary, or parent company

CNPJ

( National Register of Legal Entities)

Type of relationship with the administrator of the Company

or subsidiary.

Cargo
Administrador do  

 

 

 

 

 

 

 

Gol Linhas Aéreas Inteligentes S.A.

 

Mobi Fundo de Investimento em Ações no exterior

 

GOL Linhas Aéreas S.A.

   
emissor ou      
controlada      
JOAQUIM      
CONSTANTINO      
NETO   06.164.253/0001-  
Membro efetivo do   87  
Conselho de      
Administração da 084.864.028-40    
Gol Linhas Aéreas   21.409.035/0001- Brother or Sister
S.A.   59 (1st degree by
      consanguinity)
Pessoa relacionada      
CONSTANTINO DE 417.942.901-25 07.575.651/0001-  
OLIVEIRA JUNIOR   59  
Presidente do      
Conselho de      
Administração da      
GOL Linhas Aéreas      
Inteligentes S.A.      

Note:

The Mobi Foreign Equity Investment Fund is the controlling entity of ABRA Mobi LLP, the direct controlling shareholder of the Company, jointly with Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

Additionally, Messrs. Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino are the sole shareholders and jointly control MOBI FIA IE, in equal proportions.

Administrator of   Gol Linhas Aéreas 06.164.253/0001-

 

 

Brother or Sister (1st degree by consanguinity)

the issuer or   Inteligentes S.A. 87
subsidiary 084.864.028-40    
JOAQUIM   Mobi Fundo de  
CONSTANTINO   Investimento em 21.409.035/0001-
NETO Effective   Ações no exterior 59
  
69 
 

 

 

 

 

Name

CPF

(Individual Taxpayer Registry)

Corporate name of the Company, subsidiary, or parent company

CNPJ

( National Register of Legal Entities)

Type of relationship with the administrator of the Company

or subsidiary.

Cargo
Member of the Board        
of Directors of Gol 546.988.806-10 GOL Linhas  
Linhas Aéreas S.A.   Aéreas S.A. 07.575.651/0001-
      59
Related Person      
RICARDO      
CONSTANTINO      
Effective Member of      
the Board of      
Directors.      

Note:

The Mobi Foreign Equity Investment Fund is the controlling entity of ABRA Mobi LLP, the direct controlling shareholder of the Company, jointly with Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

Additionally, Messrs. Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino are the sole shareholders and jointly control MOBI FIA IE, in equal proportions.

  
70 
 

 

FRE ITEM 7.6 RELATIONS OF SUBORDINATION, PROVISION OF SERVICE OR CONTROL

 

 

7.6.               Inform about subordination relationship, service provision or control maintained, in the last 3 fiscal years, between administrators of the issuer and: a. company controlled, directly or indirectly, by the issuer, except for those in which the issuer holds, directly or indirectly, 99% (ninety-nine percent) of the total share capital; b. the issuer's direct or indirect controlling shareholder; c. supplier, debtor or creditor of the issuer, its subsidiary or parent companies or subsidiaries of any of these persons:

 

 

Fiscal Year 31/12/2023

 

 

 

 

Identification

 

 

 

CPF/CNPJ

 

 

Type of relationship of the Administrator with the related person

 

Type of related

 
tor 417.942.901-25 Control Indirect Controller
E OLIVEIRA JUNIOR      
r of the Board of Directors.      

 

as S.A.

 

07.575.651/0001-59

   
r of the Board of Directors.      

 

ctors manage the controlled companies

     

tor

ANTINO NETO

of the Board of Directors.

 

as S.A.

of the Board of Directors.

 

inistrators manage controlled companies.

084.864.028-40 Control Indirect Controller

 

07.575.651/0001-59

   

tor ANTINO

of the Board of Directors.

 

as S.A.

of the Board of Directors.

 

inistrators manage controlled companies.

546.988.806-10 Control Indirect Controller

 

07.575.651/0001-59

   
o Emissor 309.459.748-33 Service provision Direct Subsid
  
71 
 

 

 

 

 

Identification

 

 

 

CPF/CNPJ

 

 

Type of relationship of the Administrator with the related person

 

Type of related

 

ES FERRER JUNIOR

fficer

da

 

 

 

40.181.184/0001-58

   

ator

ES FERRER JUNIOR

fficer

309.459.748-33

 

 

09.098.779/0001-02

Service provision Direct Subsidiary

ator

ES FERRER JUNIOR

fficer

 

man

309.459.748-33 Service provision Direct Subsidiary

ator

ES FERRER JUNIOR

fficer

 

mburgo

309.459.748-33 Service provision Direct Subsidiary

ator

ES FERRER JUNIOR

rs

 

as S.A. rectors

 

rães Ferrer Junior has a service provision relationship

309.459.748-33

 

 

07.575.651/0001-59

Service provision Direct Subsidiary

 

  
72 
 

 

 

 

 

Identification

 

 

 

CPF/CNPJ

 

 

Type of relationship of the Administrator with the related person

 

Type of related

 
Aéreas S.A., a subsidiary of the Company, where he nt Director of the Company, having previously held ice President within it.      

the Issuer AO

Relations Officer.

 

as S.A.

 

 

inistrators manage controlled companies.

311.128.678-99

 

07.575.651/0001-59

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

ator AO

 

 

 

 

 

 

inistrators manage controlled companies.

 

311.128.678-99

 

40.181.184/0001-58

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

ator AO

 

 

 

 

 

 

inistrators manage controlled companies.

 

311.128.678-99

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

ator AO

 

 

man

 

 

inistrators manage controlled companies.

 

311.128.678-99

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

 

  
73 
 

 

 

 

 

Identification

 

 

 

CPF/CNPJ

 

 

Type of relationship of the Administrator with the related person

 

Type of related

 

ator AO

 

 

mbourg

 

 

inistrators manage controlled companies.

 

311.128.678-99

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

ator

CABRAL DA FONSECA

rector

 

as S.A.

 

 

inistrators manage controlled companies.

284.882.578-21

 

 

 

07.575.651/0001-59

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

ator

CABRAL DA FONSECA

 

 

r

inistrators manage controlled companies.

284.882.578-21

 

 

 

Service provision

 

 

 

Direct Subsid

ator

CABRAL DA FONSECA

rector

 

 

 

 

 

inistrators manage controlled companies.

284.882.578-21

 

 

40.181.184/0001-58

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

ator

CABRAL DA FONSECA

rector

 

man

 

 

inistrators manage controlled companies.

284.882.578-21

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

  
74 
 

 

 

 

 

Identification

 

 

 

CPF/CNPJ

 

 

Type of relationship of the Administrator with the related person

 

Type of related

 

ator

CABRAL DA FONSECA

rector

 

mbourg

 

 

inistrators manage controlled companies.

284.882.578-21

 

 

 

 

Service provision

 

 

 

 

Direct Subsid

ator SER

of the Board of Directors

 

 

 

 

 

inistrators manage controlled companies.

 

 

 

F49678214

(passaport)

 

 

 

 

Service provision

 

 

 

 

direct contro

ator

AN LARK, JR.

of the Board of Directors

 

ed

 

214.996.428-73

 

 

 

 

Service provision

 

 

 

 

direct contro

ator VA

of the Board of Directors.

 

s INC.

 

 

567476381

 

44.500.301/0001-50

 

 

 

 

Service provision

 

 

 

 

Client

  
75 
 

Fiscal Year 31/12/2022

 

 

Identification

 

CPF/CNPJ

Type of relationship of the Administrator with

the related person

 

Type of related

 

ator

E OLIVEIRA JUNIOR

r of the Board of Directors.

 

as S.A.

r of the Board of Directors.

 

ctors manage the controlled companies

417.942.901-25

 

 

 

07.575.651/0001-59

Control Indirect Controller

ator

ANTINO NETO

of the Board of Directors.

 

as S.A.

of the Board of Directors.

 

inistrators manage controlled companies.

084.864.028-40

 

 

 

07.575.651/0001-59

Control Indirect Controller

ator VA

of the Board of Directors.

 

s INC.

 

 

 

567476381

 

44.500.301/0001-50

 

 

 

 

Service provision

 

 

 

 

Client

ator ANTINO

of the Board of Directors.

 

as S.A.

of the Board of Directors.

 

inistrators manage controlled companies.

546.988.806-10

 

 

07.575.651/0001-59

Control Indirect Controller
  
76 
 

 

 

Identification

 

CPF/CNPJ

Type of relationship of the Administrator with

the related person

 

Type of related

 

ator AKINOFF

of the Board of Directors

 

as S.A.

r of the Board of Directors

 

Kakinoff has a service provision relationship with as S.A., a subsidiary of the Company, where he

ber of the board of directors, having previously held

EO of the Company.

194.344.518-41

 

 

 

07.575.651/0001-59

Service provision Direct Subsidiary

ator

ERNARDES NETO

rectors

 

as S.A. rectors

 

 

Bernardes Neto has a service provision relationship Aéreas S.A., a subsidiary of the Company, where he

esident Director of the Company.

165.610.978-66

 

 

07.575.651/0001-59

Service provision Direct Subsidiary

ator

E OLIVEIRA JUNIOR

Board of Directors

 

 

 

 

de Oliveira Junior has an indirect control and service

nship with GAC Inc.

417.942.901-25

 

 

 

09.098.779/0001-02

control Direct Subsidiary

ator

ES FERRER JUNIOR

fficer

309.459.748-33

 

 

09.098.779/0001-02

Service provision Direct Subsidiary

ator

ES FERRER JUNIOR

fficer

309.459.748-33

 

 

 

12.255.721/0001-21

Service provision Direct Subsidiary
  
77 
 

 

 

Identification

 

CPF/CNPJ

Type of relationship of the Administrator with

the related person

 

Type of related

 
       

ator

ERNARDES NETO

rector

165.610.978-66

 

 

 

12.255.721/0001-21

Service provision Direct Subsidiary

ator

ERNARDES NETO

rector

165.610.978-66

 

 

09.098.779/0001-02

Service provision Direct Subsidiary

ator

AN LARK, JR.

rectors

 

as S.A.

214.996.428-73

 

 

 

07.575.651/0001-59

Service provision Direct Subsidiary

 

ator

AN LARK, JR.

rector

214.996.428-73

 

 

09.098.779/0001-02

Service provision Direct Subsidiary

ator

AN LARK, JR.

rectors

214.996.428-73

 

 

 

12.255.721/0001-21

Service provision Direct Subsidiary
  
78 
 

 

 

Identification

 

CPF/CNPJ

Type of relationship of the Administrator with

the related person

 

Type of related

 
       

 

ator

ES FERRER JUNIOR

rs

 

as S.A. rectors

 

 

rães Ferrer Junior has a service provision GOL Linhas Aéreas S.A., a subsidiary of the

he serves as President Director of the Company,

y held the position of Vice President within it.

309.459.748-33

 

 

07.575.651/0001-59

Service provision Direct Subsidiary
  
79 
 

Fiscal Year 31/12/2021

 

 

 

Identification

 

CPF/CNPJ

Type of relations the Administrato

the related perso

Position/Role

Issuer Administrator CONSTANTINO DE OLIVEIRA JUNIOR

Effective Member of the Board of Directors

417.942.901-25 control

Related Entity

GOL Linhas Aéreas S.A.

Effective Member of the Board of Directors

 

07.575.651/0001-59

 

Note

Some of our administrators manage controlled companies.

   

Issuer Administrator

JOAQUIM CONSTANTINO NETO

Effective Member of the Board of Directors

084.864.028-40 control

Related Entity

GOL Linhas Aéreas S.A.

Effective Member of the Board of Directors

 

07.575.651/0001-59

 

Note

Some of our administrators manage controlled companies.

   

Issuer Administrator RICARDO CONSTANTINO

Effective Member of the Board of Directors

546.988.806-10 control

Related Entity

GOL Linhas Aéreas S.A.

Effective Member of the Board of Directors

07.575.651/0001-59  

Note

Some of our administrators manage controlled companies.

   
  194.344.518-41 Service provision

Issuer Administrator PAULO SERGIO KAKINOFF

President

   

Related Entity

GOL Linhas Aéreas S.A. Chief Executive Officer

07.575.651/0001-59  

Note

Mr. Paulo Sergio Kakinoff has a service provision relationship with GOL Linhas Aéreas S.A., a subsidiary of the Company, where he is a

member of the board of directors, having previously served as CEO.

   
Issuer Administrator 165.610.978-66 Service provision
EDUARDO JOSÉ BERNARDES NETO    
Vice President Directors    
Related Entity 07.575.651/0001-59  
  
80 
 

 

 

Identification

 

CPF/CNPJ

Type of relations the Administrato

the related perso

Position/Role

GOL Linhas Aéreas S.A. Vice President Directors

Note:

Mr. Eduardo José Bernardes Neto has a service provision relationship with GOL Linhas Aéreas S.A., a subsidiary of the Company, where he

serves as Vice President Director of the Company.

   
Issuer Administrator 194.344.518-41 Subordination
PAULO SERGIO KAKINOFF    
President    
Related Entity    
GOL Finance S.A. 12.255.721/0001-21  
Director    
Note:    
N/A    

Issuer Administrator CONSTANTINO DE OLIVEIRA JUNIOR

Chairman of the Board of Directors

417.942.901-25 control
Related Entity GOL Finance S.A. Director 12.255.721/0001-21  

Note

Mr. Constantino de Oliveira Junior has an indirect control and service

provision relationship with GOL Finance S.A.

   

Issuer Administrator CONSTANTINO DE OLIVEIRA JUNIOR

Chairman of the Board of Directors

417.942.901-25 control

Related Entity GAC Inc.

Director

 

09.098.779/0001-02

 

Note Mr. Constantino de Oliveira Junior has an indirect control and

service provision relationship with GAC Inc.

   
 
Issuer Administrator 194.344.518-41 Service provision
PAULO SERGIO KAKINOFF    
President    
Related Entity 09.098.779/0001-02  
GAC Inc.    
Director    
Note    
N/A    
  
81 
 

 

 

Identification

 

CPF/CNPJ

Type of relations the Administrato

the related perso

Position/Role
Issuer Administrator 194.344.518-41 Service provision
PAULO SERGIO KAKINOFF    
President    
Related Entity 12.255.721/0001-21  
Gol Finance    
Director    
Note    
N/A    
Administrador do Emissor 309.459.748-33 Service provision
CELSO GUIMARÃES FERRER JUNIOR    
Diretor Vice-Presidente    
Pessoa Relacionada 09.098.779/0001-02  
GAC Inc.    
Diretor    
Observação    
N/A    
Issuer Administrator 309.459.748-33 Service provision
CELSO GUIMARÃES FERRER JUNIOR    
Vice President Director    
Related Entity    
GAC Inc. 12.255.721/0001-21  
Director    
Note    
N/A    
  165.610.978-66 Service provision
Issuer Administrator    
EDUARDO JOSÉ BERNARDES NETO    
Vice President Director    
Related Entity 12.255.721/0001-21  
GOL Finance    
Director    
Note    
N/A    
Issuer Administrator 165.610.978-66 Service provision
EDUARDO JOSÉ BERNARDES NETO    
Vice President Director    
Related Entity 09.098.779/0001-02  
GAC Inc.    
Director    
Note    
N/A    
Issuer Administrator RICHARD FREEMAN LARK, JR. 214.996.428-73 Service provision
  
82 
 

 

 

Identification

 

CPF/CNPJ

Type of relations the Administrato

the related perso

Position/Role

Vice President Director

Related Entity

GOL Linhas Aéreas S.A. Director

Note

N/A

 

 

07.575.651/0001-59

 
  214.996.428-73 Service provision
Issuer Administrator    
RICHARD FREEMAN LARK, JR.    
Vice President Director    
  09.098.779/0001-02  
Related Entity    
GAC Inc.    
Director    
Note    
N/A    
Issuer Administrator 214.996.428-73 Service provision
RICHARD FREEMAN LARK, JR.    
Vice President Director    
Related Entity    
GOL Finance S.A. 12.255.721/0001-21  
Director    
Note    
N/A    

Issuer Administrator

CELSO GUIMARÃES FERRER JUNIOR

Vice President Director

309.459.748-33 Service provision

Related Entity

GOL Linhas Aéreas S.A. Vice President Director

07.575.651/0001-59  

Note

Mr. Celso Guimarães Ferrer Junior has a service provision relationship with GOL Linhas Aéreas S.A., a subsidiary of the Company, where he serves as President Director of the Company,

having previously held the position of Vice President.

   
  
83 
 

2.1.5.                                  COMPENSATION OF ADMINISTRATORS (ITEM 8 OF THE REFERENCE FORM)

 

According to Article 13, items I and II, of CVM Resolution No. 81, of March 29, 2022, as amended, the Company makes available the compensation proposal and provides for the information corresponding to item 8 of the Reference Form.

 

For the year 2024, the Company proposes the gross global amount of up to BRL R$51.271.416,01 (fifty-one million, two hundred and seventy-one thousand, four hundred and sixteen reais and one cent) for the overall compensation of the administrators, and the Board of Directors is responsible for apportioning the individual compensations.

 

8.1 DESCRIPTION OF THE COMPENSATION POLICY OR PRACTICE

a.            objectives of the compensation policy or practice, informing whether the compensation policy has been formally approved, the body responsible for its approval, the date of approval and, if the issuer discloses the policy, the locations on the World Wide Web where the document may be consulted.

The compensation policy aims to stimulate and promote the alignment of the objectives of our managers and employees, in a constant and permanent search for greater productivity and efficiency, maintaining competitiveness in the market in which we operate. Since it contains confidential information on remuneration- related topics, access to the document is restricted to GOL’s People and Culture area.

 

The compensation strategy emphasizes our determination to attract and retain talented employees and is designed to ensure that compensation levels are competitive and cost-effective. The compensation package includes competitive salaries, profit sharing programs, bonus programs, and long-term incentive programs for the executive levels.

 

Our annual profit sharing programs are negotiated between the company and labor unions, for the benefit of both unionized and non-unionized employees. In the context of these programs, a portion of the amount of the income subject to distribution is related to the achievement of our corporate goals and for the Coordination levels and above we also consider individual goals.

 

The Long Term Incentive Program is comprised of the Stock Option Plan and the Restricted Stock Plan, covering the entire executive level of the Company.

 

Specifically in relation to the remuneration of the managers, in accordance with the Brazilian Corporate Law, it is the responsibility of the shareholders to fix annually, at a General Meeting, the overall or individual amount of the remuneration of the members of the Board of Directors and the Executive Board. Our Bylaws determine that it is up to the General Meeting to set the annual overall

  
84 
 

remuneration of the managers and to the Board of Directors to distribute the amounts to its members and the members of the Executive Board.

 

We have a Corporate Governance and People Committee, which is responsible for the coordination, implementation and periodic review of the best corporate governance practices, for monitoring and keeping our Board of Directors informed about the best market practices and about the regulations applicable to such practices and any changes. This Committee is responsible for the annual review of the compensation policy.

 

b.           practices and procedures adopted by the board of directors to define the individual compensation of the board of directors and the executive board

 

(i)           bodies and committees that participate in the decision-making process and how they participate

 

The Executive Board of People and Culture prepares individual compensation proposals based on market research and submits them to the Corporate Governance and People Committee, which is the body responsible for approving and sending them to the Board of Directors.

 

(ii)criteria and methodology used for setting the individual remuneration

 

Individual compensation is defined based on market research, conducted by specialized consultants, the data being obtained from a set of companies with organizational structure and size similar to that of the Company. The market median of is used as a comparative for the preparation of proposals.

 

(iii)         frequency and form of evaluation of the board of directors for adequacy of the compensation policy

 

The evaluation and review of the compensation is carried out annually, based on the results of market surveys, by the Corporate Governance and People Committee and subsequently considered by the members of the Board of Directors at meetings specifically for the topic.

c.Composition of the remuneration
(i)description of the elements of remuneration:

 

Objectives and alignment with the Company’s short-, medium- and long-term interests

 

Board of Directors: The Independent Directors, Effective Directors, and the Chairman of the Board receive a fixed monthly remuneration. In addition, we grant a package of airline tickets on routes operated by GOL. There is no variable compensation program for this level.

 

Committees: We have six Management Committees, four of them operating permanently, which advise and support our Board of Directors. We also have an Accounting, Tax Policies and Financial Statements Subcommittee, which is

  
85 
 

subordinated to the Statutory Audit Committee and the Company’s Board of Directors. Committee and Subcommittee members are entitled to a fee per meeting held. Members of the Board of Directors who participate in our Committees are entitled to additional compensation for participation.

 

Fiscal Council: Fiscal Councilors receive a fixed monthly compensation. There is no variable compensation program for this level.

 

Statutory Executive Board: The compensation policy for the Executive Board is comprised of:

Monthly base salary, consisting of thirteen monthly salaries per year;

 

Benefits package that includes life insurance, meals, medical assistance, medical check-up,, fuel vouchers, airline tickets in routes operated by us, and discounts on purchasing miles in the Smiles program;

 

Short-term variable remuneration constituted according to the achievement of overall results (EBITIDA), corporate and individual goals, are paid annually by means of the Profit Sharing Program, in accordance with Law 10.101, of December 19, 2000 (“PPR”), or bonuses according to the Board’s previous resolution.

 

Long-term incentive program granted annually through the Company’s Stock Option Plan and Restricted Stock Plan, approved by the General Meeting on the date of July 30, 2020, (“Option Plan” and “Restricted Stock Plan”), whose distribution is assigned according to indicators of our corporate results, job level, and individual performance evaluation.

 

Our short-term variable compensation defines targets for monthly salary multiples attributed as a function of individual result indicators for the Company’s Executive Officers and corporate results, and is paid through a Profit Sharing Program (“PPR”) and/or bonuses, as defined by management.

 

The fixed remuneration of the Statutory and Non-Statutory Officers is defined using as reference the median salary of the market, obtained through annual research carried out by a specialized consulting company, respecting the progressive salary valuation for the cases of internal performance (promotions) and new external hiring proposals.

 

The short- and long-term variable remuneration, respectively the PPR, Bonus and the Stock and Stock Option Plan are intended to encourage managers and employees to contribute substantially to our success.

 

Non-statutory Executive Board: The compensation policy for non-statutory officers is comprised of:

Monthly base salary, consisting of thirteen monthly salaries per year;

 

Benefits package that includes life insurance, meals, medical assistance, medical check-up, and airline ticket discounts on routes operated by us, discounts on purchasing miles in the Smiles program;

  
86 
 

Short-term variable remuneration constituted according to the achievement of overall results (EBIT), corporate and individual goals, paid annually through the Profit Sharing Program, in accordance with Law 10.101, of December 19, 2000 (“PPR”), or bonus, as deliberated by the Management.

 

Long-term incentive program granted annually through the Company's Stock Option Plan and Restricted Stock Plan, approved by the General Assembly on July 30, 2020, ("Stock Option Plan" and "Restricted Stock Plan"), whose distribution is attributed based on indicators of our corporate results, job level, and individual performance evaluation.

 

Our short-term variable remuneration defines potential multiples of monthly salary attributed in function of the Company’s Officers’ individual result indicators and corporate results, and is paid through Profit Sharing and/or Bonuses, as defined by management. Our Board of Directors may, in exceptional and justified cases, convert the amount to be paid into an equivalent number of hypothetical shares, based on the share price on the date the amount to be paid is determined, and the actual amount paid will be the equivalent to the price of such shares on the date of payment of the PSP or Bonus. This option allows us to accentuate the alignment between our interests and those of our Officers.

Its proportion of total compensation in the last 3 fiscal years

 

The average proportions of each compensation element in the year 2023 are shown in the table below, taking into account our current compensation policy.

 

 

2023

 

Salary and Pro-Labore

 

Benefits

Fees and Committe e Membersh

ip

Short-term Variable Compensati on (PPR/PSP)

 

Share-based compensati on

 

Charges

 

Total

Board of

Directors

57,94% 12,06% 5,87% 0,00% 0,00% 24,13% 100,00%

Fiscal

Council

74,32% 0,00% 0,00% 0,00% 0,00% 25,68% 100,00%
Committees 0,00% 0,00% 72,50% 0,00% 0,00% 27,50% 100,00%

Statutory Executive

Board

 

22,42%

 

2,21%

 

0,00%

 

15,14%

 

30,73%

 

29,49%

 

100,00%

Non- Statutory Executive

Board

 

26,11%

 

4,46%

 

0,00%

 

18,88%

 

24,88%

 

25,68%

 

100,00%

 

 

2022

 

Salary and Pro-Labore

 

Benefits

Fees and Committe e Membersh

ip

Short-term Variable Compensati on (PPR/PSP)

 

Share-based compensati on

 

Charges

 

Total

Board of

Directors

0,00% 12,65% 81,87% 0,00% 0,00% 5,48% 100,00%

Fiscal

Council

0,00% 0,00% 88,25% 0,00% 0,00% 11,75% 100,00%
  
87 
 

 

Committees 0,00% 19,97% 73,92% 0,00% 0,00% 6,11% 100,00%

Statutory Executive

Board

 

26,20%

 

1,57%

 

0,00%

 

15,46%

 

41,16%

 

15,61%

 

100,00%

Non- Statutory Executive

Board

 

41,45%

 

2,73%

 

0,00%

 

12,98%

 

23,66%

 

19,18%

 

100,00%

 

 

2021

 

Salary and Pro-Labore

 

Benefits

Fees and Committe e Membersh

ip

Short-term Variable Compensati on (PPR/PSP)

 

Share-based compensati on

 

Charges

 

Total

Board of

Directors

0,00% 11,08% 79,82% 0,00% 0,00% 9,10% 100,00%

Fiscal

Council

0,00% 0,00% 88,52% 0,00% 0,00% 11,48% 100,00%
Committees 0,00% 14,40% 77,10% 0,00% 0,00% 8,51% 100,00%

Statutory Executive

Board

 

26,94%

 

10,08%

 

0,00%

 

0,00%

 

42,67%

 

20,30%

 

100,00%

Non- Statutory Executive

Board

 

37,19%

 

10,75%

 

0,00%

 

0,00%

 

35,55%

 

16,50%

 

100,00%

 

calculation and adjustment methodology

 

The compensation of the members of the Board of Directors and the Statutory Executive Board is re-evaluated annually and submitted to the General Meeting for approval.

 

In the case of the Statutory and Non-Statutory Officers, the fixed monthly remuneration is adjusted according to the collective agreement defined with the Trade Union and, occasionally, there may be an increase in the salary policy, defined by us.

 

With regard to short-term variable compensation policies, the calculation of compensation for 2023 was based on the achievement of financial and operational targets. For fiscal year 2024, the payment of short-term variable compensation is also subject to the achievement of financial and operational targets set by the Company’s management.

 

With regard to long-term compensation, the Options Plan and the Restricted Stock Plan are administered by the Corporate Governance and Personnel Committee and the Board of Directors, in accordance with the Plan’s guidelines.

 

The Corporate Governance and People Committee annually approves the stock option exercise price for each concession, observing the calculation methodology set forth in the Options Plan in effect. The current Plan determines that the price must be: (a) equal to the average price weighted by volume of shares of the same type registered in the thirty-six (36) months prior to the date of the concession, or

(b) set by the Board of Directors, with reference to our profitability perspective, the

  
88 
 

net equity value per share, or the Market Value, admitting premiums or discounts in accordance with market conditions.

 

The description contained in this form refers to our current Option and Restricted Stock Plans.

 

In general, to ensure the best market practices, we conduct annual salary surveys conducted by specialized consultants in order to keep our compensation strategy aligned with our objectives and those of our employees, while remaining competitive.

 

As far as benefits are concerned, we constantly review market practices and periodically, as appropriate, make adjustments to align competitiveness.

 

The main performance indicators it takes into account, including, if applicable, indicators linked to ESG issues

 

The Company's main performance indicator is triggered by EBITDA, which can reach a weight of 50% (fifty percent) in the calculation basis for the distribution of bonuses based on results, the other corporate indicators Net RASK, CASK-ex fuel, Generation of Free Cash, Fleet utilization, Smiles Corporate, NPS Digital Channels, Self-service, NPS, Punctuality, make up the other 50% (fifty percent). The Company also has other indicators aimed at Billing and Revenue where we focus on the sustainability of the business. The leadership also has individual goals in line with the corporate guidelines and strategic planning of the GOL group.

The topic is under discussion in the Corporate Governance and People Committee,

considering the maturity by the Company’s several areas.

(ii)reasons justifying the composition of the remuneration

 

Our compensation strategy aims to comprise short-, medium- and long-term elements that ensure alignment with our objectives, our employees and managers, keeping it competitive in the market, attractive for retaining the best executives, and remunerating employees according to the responsibilities assigned to the respective positions. Thus, our compensation strategy aims to position the fixed remuneration of our executives at 90% (ninety percent) of the market median salary, the differential is provided by short and long-term variable remuneration, which are linked to our corporate and individual performance, which can leverage earnings even further.

(iii)the existence of non-remunerated members and the reason for this

 

The compensation policy establishes which positions are entitled to compensation, considering market practice and the achievement of the Company’s strategic objectives. Currently, only the full members of the Board of Directors Ricardo Constantino and Joaquim Constantino Neto have not received a fixed periodic compensation, considering that they have renounced these amounts at expressive and unequivocal will, considering that they have the status of indirect controllers of the Company.

  
89 
 

d.           existence of compensation supported by subsidiaries, controlled companies or direct or indirect controlling shareholders

 

Our statutory and non-statutory executive board has a compensation package comprised of: fixed annual compensation, short-term variable compensation and share-based compensation. The compensation is supported by the Company and its subsidiary GOL Linhas Aéreas S.A. No other management body of the Company receives compensation supported by direct or indirect subsidiaries or controlling shareholders.

e.existence of any compensation or benefit linked to the occurrence of a

certain corporate event, such as the disposal of the Company’s corporate control

 

There are no remunerations or benefits linked to the occurrence of any corporate event involving the Company, such as the disposal of corporate control and/or the execution of strategic partnerships.

 

With regard to the Stock Option Plan and the Restricted Stock Plan, in the event of a merger, consolidation, spin-off or reorganization of the Company, in which we are not the remaining company, or the sale of substantially all our assets, or in the event of a transfer of control, the Plan will terminate and any options previously granted or restricted stock to be granted will be extinguished, unless provided otherwise in the resolutions of the reorganization.

  
90 
 

8.2. REMUNERATION OF THE BOARD OF DIRECTORS, STATUTORY EXECUTIVE BOARD AND FISCAL COUNCIL

 

2024

Board of

Directors

Statutory

Executive Board

Fiscal Council Total
Number of members 9 4 0 16

Number of remunerated

members

6 4 0 13

Fixed annual

remuneration (in R$)

       
Salary or pro-labore 7.753.073,08 4.476.498,44 0,00 12.229.571,52

Direct or indirect

benefits

228.456,00 767.025,92 0,00 995.481,92

Compensation or participation in

committees

 

626.400,00

 

0,00

 

0,00

 

626.400,00

Others: 562.126,05 1.409.364,80 0,00 1.971.490,85
  Refers to the Refers to the Refers to the  
  incidence of incidence of labor incidence of
Description of other fixed remunerations

labor and tax charges,

according to

and tax charges, according to

current

labor and tax charges,

according to

  current legislation. current
  legislation.   legislation.
Variable Compensation        
Bonus 0,00 0,00 0,00 0,00

Participation in the

income

0,00 4.220.595,87 0,00 4.220.595,87

Compensation for participation in

meetings

0,00 0,00 0,00 0,00
Commissions 0,00 0,00 0,00 0,00
Other 0,00 9.739.010,97 0,00 9.739.010,97
    15.800.064,57    

 

 

Description of other variable remuneration

Item Others and Variable Remuneration: Refers to the incidence of labor and tax charges, in accordance

with current

 

 

15.800.065,57

  
91 
 

 

   

legislation + Retention Bonus paid to the

Statutory Board

   

Post-employment

benefits

      0,00

Benefits arising from termination of

employment

     

 

0,00

Share-based

compensation

  5.688.800,31 0,00 5.688.800,31

 

 

Observation

  (*) Calculation assuming the election of 1 additional director throughout the fiscal year.    
Remuneration Amount 9.170.055,13 42.101.360,88 0,00 51.271.416,01

 

 

2023 Board of Directors

Statutory Executive

Board

Fiscal Council Total
Number of members 8,7 3,7 3,0 15,3

Number of remunerated

members

 

4,7

 

3,7

 

3,0

 

11,3

Fixed annual

remuneration (in R$)

       
Salary or pro-labore 1.373.357,07 3.261.755,53 294.304,92 4.929.417,52

Direct or indirect

benefits

285.812,17 459.611,22 0,00 745.423,39

Compensation or participation in

committees

 

139.200,00

 

0,00

 

0,00

 

139.200,00

Others: 572.036,77 1.178.533,55 101.695,08 1.852.265,40

 

Description of other fixed remunerations

Refers to the incidence of labor and tax charges, according to current legislation.

Refers to the incidence of labor and tax charges, according to current

legislation.

Refers to the incidence of labor and tax charges, according to current

legislation.

 
  
92 
 

 

Variable

Compensation

       
Bonus 0,00 0,00 0,00 0,00

Participation in the

income

0,00 3.149.949,45 0,00 3.149.949,45

Compensation for participation in

meetings

 

0,00

 

0,00

 

0,00

 

0,00

Commissions 0,00 0,00 0,00 0,00
Other 0,00 4.956.621,91 0,00 4.956.621,91

 

Description of other variable remuneration

 

 

N/A

 

 

N/A

 

 

N/A

Refers to the incidence of labor and tax charges, according to current legislation.

 

Post-employment benefits

 

 

0,00

 

 

0,00

 

 

0,00

 

 

0,00

Benefits arising from termination of

employment

 

0,00

 

1.401.881,64

 

0,00

 

1.401.881,64

Share-based

compensation

0,00 6.393.414,70 0,00 6.393.414,70

 

 

Observation

 

 

N/A

 

 

N/A

 

 

N/A

 

Remuneration

Amount

2.370.406,01 20.801.768,00 396.000,00 23.568.174,01

 

 

 

2022 Board of Directors

Statutory

Executive Board

Fiscal Council

Tot

al

Number of members 8,00 4,00 3,00 15,00

Number of

remunerated

6,00 4,00 3,00 13,00
  
93 
 

 

members        

Fixed annual

remuneration (in R$)

       
Salary or pro-labore 2.034.542,43 5.601.171,96 363.570,00 7.999.284,39

Direct or indirect

benefits

460.858,05 335.500,47 0,00 796.358,52

Compensation or participation in

committees

 

542.000,00

 

0,00

 

0,00

 

542.000,00

Others: 181.108,44 3.338.395,63 48.400,00 3.567.904,07

 

Description of other fixed remunerations

Refers to the incidence of labor and tax charges, according to current legislation.

Refers to the incidence of labor and tax charges, according to current

legislation.

Refers to the incidence of labor and tax charges, according to current

legislation.

 

Variable

Compensation

       
Bonus 0,00 0,00 0,00 0,00

Participation in the

income

0,00 4.447.408,92 0,00 4.447.408,92

Compensation for participation in

meetings

 

0,00

 

0,00

 

0,00

 

0,00

Commissions 0,00 0,00 0,00 0,00
Other 0,00 0,00 0,00 0,00

 

Description of other variable remuneration

 

N/A

 

N/A

 

N/A

 

 

Post- employment benefits

 

N/A

 

N/A

 

N/A

 

Benefits arising from termination of

employment

 

0,00

 

0,00

 

0,00

 

0,00

Share-based

compensation

0,00 9.485.611,62 0,00 9.485.611,62
  
94 
 

 

 

 

Observation

 

 

N/A

 

 

N/A

 

 

N/A

 

Remuneration

Amount

3.218.508,92 23.208.088,60 411.970,00 26.838.567,52

 

 

 

2021 Board of Directors

Statutory Executive

Board

Fiscal Council Total
Number of members 9 4 3 16

Number of remunerated

members

7 4 3 14

Fixed annual

remuneration (in R$)

       
Salary or pro-labore 2.034.542,43 5.601.171,96 363.570,00 7.999.284,39
Direct or indirect benefits 460.858,05 335.500,47 0,00 796.358,52

Compensation or participation in

committees

 

542.000,00

 

-

 

-

 

542.000,00

Others: 181.108,44 3.338.395,63 48.400,00 3.567.904,07

 

 

Description of other fixed remunerations

Refers to the incidence of labor and tax charges, according to current

legislation.

Refers to the incidence of labor and tax charges, according to current legislation. Refers to the incidence of labor and tax charges, according to current legislation.  
Variable Compensation        
Bonus 0,00 0,00 0,00 0,00

Participation in the

income

0,00 0,00 0,00 0,00

Compensation for

participation in meetings

0,00 0,00 0,00 0,00
Commissions 0,00 0,00 0,00 0,00
Other 0,00 0,00 0,00 0,00

Description of other

variable remuneration

N/A N/A N/A N/A
Post-employment benefits 0,00 0,00 0,00 0,00
  
95 
 

 

Benefits arising from termination of

employment

 

0,00

 

0,00

 

0,00

 

0,00

Share-based

compensation

0,00 8.800.436,75   8.800.436,75
Observation N/A N/A N/A  
Remuneration Amount 3.218.508,92 18.075.504,81 411.970,00 21.705.983,73

 

 

Note: As per the provisions of the OFFICIAL LETTER-CIRCULAR/CVM/SEP/N°01/2023, the number of members of the Statutory Executive Board was calculated according to the annual average of the number of members of this body calculated monthly, to two decimal places.

  
96 
 

8.3   VARIABLE COMPENSATION OF THE BOARD OF DIRECTORS, STATUTORY EXECUTIVE BOARD AND FISCAL COUNCIL

Projected for Fiscal Year: 31/12/2024

 

  Board of Directors

Statutory Executive

Board

 

Fiscal Council Total

Total number of member 9,1 4,0 3,0 16,1
Number of paid members 6,0 4,0 3,0 13,0
Clarification  
IN RELATION TO THE BONUS
Minimum value specified in the compensation plan 0,00 0,00 0,00 0,00
Maximum value specified in the compensation plan 0,00 0,00 0,00 0,00
Projected value in the compensation plan, if the established goals were achieved

 

0,00

 

0,00

 

0,00

 

0,00

Value effectively recognized in the fiscal year 0,00 0,00 0,00 0,00
IN RELATION TO PROFIT SHARING
Minimum value stipulated in the compensation plan 0,00

2.910.75

5,77

0,00

2.910.75

5,77

Maximum value stipulated in the compensation plan 0,00

6.985.81

3,85

0,00

6.985.81

3,85

Projected value in the compensation plan, if the established goals were achieved

 

0,00

5.821.51

1,54

 

0,00

5.821.51

1,54

Value effectively recognized in the financial year 0,00 0,00 0,00 0,00

 

 

 

Fiscal Year: 31/12/2023

  
97 
 

 

Value effectively recognized in the fiscal year 0,00

4.344.71

4,82

0,00

4.344.71

4,82

 

 

  
98 
 

 

0 ,00 0,00 0,00 0,00
  
99 
 

8.4      SHARE-BASED COMPENSATION PLAN FOR THE BOARD OF DIRECTORS AND STATUTORY EXECUTIVE BOARD

a.general terms and conditions

 

The granting of stock options and awards to the Beneficiaries selected by the Governance and People Committee is made on an annual basis, following performance criteria, linked to the Management Cycle, establishing the maximum total number of options and awards to be granted to the beneficiaries for each year, observing what is determined in the Stock Option and Restricted Stock Plan, and any penalties and restrictions additional to those provided for in said Plans. The Corporate Governance and People Committee have broad powers to take the necessary and appropriate actions for the administration of the Plans. The Committee’s decisions are final and binding on matters related to the Plans, except with respect to certain matters that are subject to ratification by the Board of Directors, such as: the total number of options and shares to be granted and awarded in each calendar year.

 

Under the terms of the Plans, the Corporate Governance and People Committee may grant differentiated treatment to certain participants, in justified cases and subject to ratification by the Board of Directors, and provided that the basic principles of the Plans are not affected. The Committee may also include new participants in plans already approved and still in force, granting them options or granting them shares that it deems appropriate, respecting the annual limits set by the Board of Directors and the other conditions established by the Plans.

 

In the exercise of its competence, certain decisions of the Committee are subject to ratification by the Board of Directors, to the limits established by law, the applicable regulations, the Plans and the guidelines set by our shareholders in general meeting. The omitted cases are regulated by the Board, with the General Shareholders’ Meeting being consulted, when appropriate.

 

The Stock Option Plan and the Restricted Stock Plan are intended to allow the executives elected as Beneficiaries (“Eligible Persons”) to acquire or receive Shares with a view to: (a) encourage the expansion, success and achievement of the Company’s corporate objectives;

(b) align the interests of the Company’s shareholders with those of the Eligible Persons; and (c) enable the Company or other companies under its control to attract and keep the Eligible Persons bound to it.

 

The Stock Option Plan consists in the granting of Stock Options, respecting the rules pre- established in this Plan, in relation to the price for the exercise of the Options and the deadlines for this exercise. To contribute to its objectives, this Plan determines (i) vesting periods for the exercise of the Options and (ii) that if the Beneficiaries leave the Company or a company under its control, as applicable, for any reason whatsoever, all the Options that have been granted to them but are not yet exercisable on the day of their dismissal will be automatically extinguished by operation of law, regardless of prior notice or indemnity. Furthermore, the gains of the Beneficiaries of this Plan, through the exercise of the Options, are directly related to (i) the increase in value of the shares issued by the Company and owned by the Beneficiaries, after the Options are granted, and (ii) the Beneficiaries’ permanence in their positions, with both situations stimulating the Beneficiary to act in order to seek the expansion and success of the Company.

  
100 
 

In order to contribute to its objectives, the Restricted Stock Plan determines that the transfer of Restricted Stock must respect the Vesting period of three (03) years counted from its Concession Date. Also, in relation to the termination of the Beneficiaries of the Company or of a company under its control, as the case may be, in the event the termination occurs due to the Company’s interest, for any reason except just cause, the Beneficiary holding Awards whose Vesting period has not expired on the day of termination will be entitled to receive a number of Restricted Shares proportional to the elapsed period of the Vesting period, calculated in number of months. If the Beneficiaries’ dismissal occurs due to the Beneficiary’s interest or the Company’s interest as a result of just cause, all the Premiums that have been granted and whose Vesting periods have not expired on the day of dismissal will be automatically terminated by operation of law, regardless of prior notice or indemnity. Also, it should be noted that the amount of earnings of the beneficiaries of the Restricted Stock Plan is directly related to: (i) the appreciation of the Company’s shares after the transfer of the Restricted Shares. As there is no financial consideration by the beneficiary, the final financial benefit realized is the value of the shares as quoted on the stock exchange at the time of the transfer; and (ii) remaining in his position, with both situations stimulating the Beneficiary to act in order to seek the expansion and success of the Company.

 

The Company’s Stock Option Plan and Restricted Stock Plan contribute considerably in the composition of the total compensation of the Company’s managers and, in this sense, strongly link individual performance with the Company’s objectives, since the managers have an additional incentive to implement medium and long-term actions that generate added value for us and that will be reflected in the valuation of their shares in the market, besides being instruments of strong power to attract and retain talent.

 

Options granted under the previous plan will remain in effect and will be governed by the plan in effect at the time of their concession.

 

b.Date of approval and body responsible

 

At the General Meeting held on July 30, 2020, our shareholders approved the Stock Option Plan - Long Term Incentive Plan, as well as the Restricted Stock Plan - Long Term Incentive Plan. The Plans are administered by our Corporate Governance and People Committee and Board of Directors and set forth the general terms and conditions for stock option grants and awards of our stock to individuals selected, in the Committee’s discretion, who are serving as vice president, officer, or, in the case of the Restricted Stock Plan, other management-level employees of ours or our subsidiaries; under the terms disciplined in these Plans. The Stock Option Plan and the Restricted Stock Plan are valid for 10 years from the date of the Concession of Stock Options or Restricted Stock to the Beneficiaries.

c.maximum number of shares covered

 

The Options granted under the Stock Option Plan, added to the Awards (rights to receive preferred shares issued by the Company under the Restricted Stock Plan, as defined below) granted pursuant to the Gol Long-Term Incentive Plan - Restricted Stock Plan, approved by the Company’s Extraordinary General Meeting of Shareholders held on October 7, 2020, (“Option Plan” and “Restricted Stock Plan”), may confer rights on a number of shares that does not exceed, at any time, 5% (five percent) of the shares issued by the Company. If the

  
101 
 

Options granted are not exercised, the shares to which they refer will not be computed again in the number of shares included in this Plan.

 

For the year 2023, the company, in alignment with the Board of Directors and the Corporate Governance and People Committee, decided that there will be no new grants due to the financial restructuring plan named Chapter 11, announced on January 25, 2024.

 

For fiscal year 2022, 3,948,013 Stock Options and 604,495 Restricted Shares were granted under the Long-Term Incentive Plan - Stock Option (“Options”) and Restricted Stock Plan (“Shares”). The date of grant of the Options for all purposes was April 30, 2022 (“Date of Grant”), as approved by the Corporate Governance and People Committee.

 

For fiscal year 2021, 615,177 Stock Options and 801,993 Restricted Shares were granted under the Long-Term Incentive Plan - Stock Option (“Options”) and Restricted Stock Plan (“Shares”). The date of grant of the Options for all purposes was April 30, 2021 (“Date of Grant”), as approved by the Corporate Governance and People Committee.

 

For fiscal year 2020, 700,758 Stock Options and 849,022 Restricted Shares were granted under the Long-Term Incentive Plan - Stock Option (“Options”) and Restricted Stock Plan (“Shares”). The date of grant of the Options for all purposes was April 30, 2020 (“Date of Grant”), as approved by the Corporate Governance and People Committee.

d.maximum number of options to be granted

 

For the fiscal year 2023, 4,168,040 stock options and 637,830 restricted stock units were scheduled to be granted. However, due to the financial restructuring event, the company, in alignment with the Board of Directors and the Corporate Governance and People Committee, decided not to grant new shares.

e.conditions for the acquisition of shares

Under the Stock Option Plan, each Option will entitle the Beneficiary to acquire one (1) Share, subject to the terms and conditions set forth in the respective Adhesion Instrument (a private instrument entered into between the Company and the Beneficiary, whereby the Beneficiary will adhere to the terms and conditions of the Plan).

 

The Internal Evaluation Committee will establish, annually or whenever it deems convenient and as approved by the People Committee and Board of Directors, the criteria for granting Options to each Beneficiary category in order to achieve the Plan’s objectives. Unless resolved otherwise by the Committee or the Board of Directors, the criteria for granting Options shall establish the following, subject to the general criteria set forth in the Plan:

 

(i)           the maximum total number of Options to be granted to the Beneficiaries, for each fiscal year;

(ii)the Beneficiaries in whose favor Options will be granted under the Plan;

(iii)         the calculation of the exercise price of the Options and the conditions for their payment;

(iv)         any restrictions in addition to those provided for in the Plan on the shares subscribed upon exercise of the Options; and

(v)eventual penalties.
  
102 
 

In addition to the general terms and conditions set forth in the Plan and in the criteria for granting Options, the terms and conditions of each Option granted to each Beneficiary will be established by means of the execution of Adhesion Terms between the Company and the Beneficiaries.

 

The Committee, subject to the approval of the Board of Directors, may subject the exercise of the Option to certain conditions, as well as impose restrictions on the transfer of the Shares acquired through the exercise of the Options, and may also reserve to the Company repurchase options and/or preemption rights in the event of disposal by the Beneficiary of these same Shares.

 

In the case of the Restricted Stock Plan, there will be no acquisition of shares issued by the Company covered by the Restricted Stock Plan, but the grant without consideration of these shares.

 

Each Award will entitle the Beneficiary to receive one (1) Restricted Share, subject to the terms and conditions set forth in the respective Joinder Agreement or Adhesion Instrument (a private instrument entered into between the Company and the Beneficiary, whereby the Beneficiary agrees to the terms and conditions of the Restricted Stock Plan).

 

The Internal Evaluation Committee will establish, annually or when deemed convenient and as approved by the Committee, the Award Criteria for each category of Beneficiaries in order to achieve the objectives of this Restricted Stock Plan.

 

Unless resolved otherwise by the Committee or the Board of Directors, the Award Criteria shall set forth the following, subject to the general criteria set forth in this Restricted Stock Plan:

(i)the maximum total number of Awards to be granted to Beneficiaries, for each year;

(ii)          the Beneficiaries in whose favor Awards will be granted under the Restricted Stock Plan;

(iii)         any restrictions in addition to those provided for in this Restricted Stock Plan on the Restricted Stock received; and

(iv)eventual penalties.

 

The number of Awards to be granted to each Beneficiary, each year, will be defined according to a methodology to be determined by the Committees (meaning, jointly, the Internal Evaluation Committee and the Corporate Governance and People Committee).

 

In addition to the general terms and conditions set forth in this Restricted Stock Plan and the Award Grant Criteria, the terms and conditions of each Award granted to each Beneficiary will be fixed by the execution of Terms of Membership between the Company and the Beneficiaries.

 

The Corporate Governance and People Committee, subject to the approval of the Board of Directors, may subject the grant of the Award to certain conditions, as well as impose restrictions on the transfer of the Restricted Shares to which the Beneficiaries are entitled, and may also reserve to the Company repurchase options and/or preemption rights in case of disposal by the Beneficiary of such same Restricted Shares.

  
103 
 
f.criteria for setting the acquisition or exercise price

 

The exercise price of the Options under the Stock Option Plan will be calculated based on the volume-weighted average price of shares of the same type registered in the thirty-six

(36) months preceding the Grant Date, which is the date on which the Board of Directors will determine the number of Options to be granted to the Beneficiaries.

 

The exercise price will be paid by the holders of Options in cash, in cash or, exceptionally, under other conditions determined by the Committee, respecting the minimum realization provided by law in the case of the issue of new shares.

 

In the case of the Company’s Restricted Stock Plan, there is no exercise price, but for the conversion of the quantity of shares to each eligible member, on the grant date of each exercise, the fair price fixed for three (3) years is used. The Restricted Stock Plan consists of the Beneficiary’s right to exercise Restricted Stock at the end of the vesting period. The market price of the shares on the transfer date is used as a measure of this benefit. For purposes of granting the Award, the Company will not establish a price at the time of grant. Likewise, the Company will not charge any amount by way of price upon settlement of the Award pursuant to Item 9 of the Restricted Stock Plan. The purpose of the Restricted Stock Plan is to give the Beneficiary the economic effect of holding Restricted Stock during the vesting period.

 

g.criteria for fixing the term of acquisition or exercise

 

Regarding the Stock Option Plan, without prejudice to the other terms and conditions established in the respective Adhesion Instruments, the Options will become exercisable for the period between the Grant Date and the dates specified below, as follows:

 

(i)           Twenty percent (20%) of the Options may be exercised after the first anniversary of the Grant Date;

(ii)          Twenty percent (20%) of the Options may be exercised after the 2nd anniversary of the Grant Date;

(iii)         30% (thirty percent) of the Options may be exercised after the 3rd anniversary of the Grant Date;

(iv)         30% (thirty percent) of the Options may be exercised after the 4th anniversary of the Grant Date;

The exercise of the totality of the Options granted will only be allowed after the elapsing of a minimum term of four (4) years as of the Date of Granting.

The Stock Option Plan became effective upon approval by the Company’s General Meeting

and will remain in effect for a period of ten (10) years as of such approval.

 

In the case of the Restricted Stock Plan, there is no deadline for exercising options, but a deadline for making the delivery of Restricted Stock. Without prejudice to the other terms and conditions set forth in the respective Adhesion Instruments, the transfer of all the Restricted Shares arising from the Awards granted will only be allowed after the elapsing of a minimum term of three (03) years from the Date of Granting.

  
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The Restricted Stock Plan became effective upon approval by the Company’s General Meeting of Shareholders on October 7, 2020, (“Option Plan” and “Restricted Stock Plan”), will remain in force for a period of 10 (ten) years from that date.

h.form of settlement

Under the Stock Option Plan, Options will be liquidated upon delivery of Shares by the Company to Beneficiaries or compulsorily after 10 years if not exercised by the beneficiary. In order to satisfy the exercise of the Options under the Plan, the Company may, at the discretion of the Board of Directors, issue new shares within the authorized capital limit or sell shares held in treasury.

 

In relation to the Restricted Stock Plan, there is no settlement of options, but rather settlement of Awards. The Awards will be settled by the delivery of Restricted Shares by the Company to the Beneficiaries. The Company may, at the discretion of the Board of Directors, transfer to the Beneficiaries the preferred shares issued by the Company held in treasury.

i.restrictions on the transfer of the shares

 

In relation to the Stock Option Plan, the Committee may establish restrictions on the transfer of Shares, as well as establish preemption rights, price and conditions for their repurchase, including those shares that may be acquired by virtue of bonus, split, subscription or any other form of acquisition, provided that such holder’s rights have originated from this Plan.

 

Regarding the Restricted Stock Plan, the Committee may establish restrictions on the transfer of Restricted Stock, as well as establish preemption rights, price and conditions for its repurchase, including those shares that may be acquired by virtue of bonus, split, subscription or any other form of acquisition, provided that such holder’s rights have originated from the Restricted Stock Plan. All transfers of restricted shares determined by this Plan presuppose the respective agreement of the Beneficiaries

 

j.             criteria and events that, when verified, will cause the suspension, alteration or termination of the plan

 

Under both the Stock Option Plan and the Restricted Stock Plan, it will be the exclusive responsibility of the Company’s General Meeting to modify these Plans, as well as to create new performance or incentive plans based on the granting of options or awards issued by the Company. Furthermore, any significant legal changes in the regulation of joint stock companies, publicly-held companies, labor legislation and/or the tax effects of a stock option plan or an incentive plan based on the granting of awards, may lead to a complete revision of these Plans, which will be submitted to the Meeting.

 

The Stock Option Plan and the Restricted Stock Plan may be terminated at any time by decision of the General Meeting or upon the occurrence of the following events:

(i)reorganization of the Company, as defined below;
(ii)dissolution or liquidation of the Company;
(iii)cancellation of its registration as a publicly-held company;
(iv)expiration of its term; or
  
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(v)resolution of the shareholders to terminate the Plan.

 

Company reorganization is considered to be: the merger, consolidation, spin-off or reorganization of Gol, in which the remaining company is not Gol or a company of the Gol group, or the substantial sale of all the Company’s assets, or the transfer of the Company’s control.

There are no plans to suspend the Stock Option Plan or the Restricted Stock Plan.

 

k.            effects of a manager’s leaving the Company’s bodies on his rights under the share- based compensation plan

 

No provision of the Plan confers rights on the beneficiaries regarding the guarantee of permanence as the employee or provider of services, as well as of our subsidiaries, or will in any way interfere with our or our subsidiaries’ right, subject to the legal conditions and those of the employment contract or service agreement, as the case may be, to terminate at any time the employment relationship with the Participant. Nothing in the Plan shall confer on any option holder any rights with respect to his or her continuance until the end of his or her term of office as an officer or member of management, or interfere in any way with our or our subsidiaries’ right to remove him or her or to ensure his or her reelection to office.

 

With regard to the Stock Option Plan, in the event of termination on our, our subsidiary’s or the Participant’s initiative, for any reason whatsoever, except for just cause, all options and shares granted to the Participant and not yet exercisable will be automatically extinguished by operation of law, regardless of prior notice or compensation. Nevertheless, the option holder will be entitled to exercise the options already exercisable on the dismissal date within a period not subject to extension of ninety (90) days, counted from the dismissal date, and upon payment in cash. In addition, if the shares subscribed or acquired under the Plan are not fully paid up or paid, the participant will have a period of ninety (90) days from dismissal to make the full payment or will have the number of shares reduced in proportion to the amount effectively contributed or paid.

 

Regarding the Restricted Stock Plan, in case of termination of beneficiaries by the Company’s interest, except for just cause, the beneficiary will have the right to review a quantity of restricted shares proportional to the transferred vesting period.

 

In case the dismissal of the holder of options, shares or its subsidiary occurs due to just cause, all the options that have been granted but are not yet exercisable will be automatically extinguished by operation of law, regardless of prior notice or compensation. Nevertheless, the holder of the options will have the right to exercise the options already exercisable on the date of dismissal, and against payment in cash. No provision of the Stock Option Plan or the Restricted Stock Plan shall confer rights on the Beneficiaries related to the guarantee of permanence as a manager or employee of the Company or of companies under its control or interfere in any way with the right of the Company or of companies under its control, subject to the legal conditions and those of the employment contract, to terminate at any time the relationship with the Beneficiaries. No provision of these Plans shall confer on the Beneficiaries rights concerning their permanence until the end of their term of office as Vice-President, Officer or member of management, or interfere in any way with the right of the Company or of companies under its control to dismiss them, nor will it assure the right to be reelected to office.

  
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If the Termination of the Beneficiaries in the Options Plan and/or in the Restricted Stock Plan occurs due to the Beneficiaries’ interest or due to just cause, all the Options and Awards that have been granted and that are within the Vesting period shall be automatically terminated by operation of law, regardless of prior notice or compensation.

  
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8.5. SHARE-BASED COMPENSATION (STOCK OPTIONS)

Fiscal Year: 31/12/2023

 

 

Board of the

Directors

Statutory

Directors

Fiscal Council
Total number of members 8,7 3,7 3,0
Number of paid members 4,7 3,7 3,0

Potential dilution in case of

exercise of all outstanding options

0,00 1,219294 0,00
Clarify      

 

WEIGHTED AVERAGE EXERCISE PRICE OF EACH OF THE FOLLOWING GROUPS OF OPTIONS

Outstanding at the beginning of

the fiscal year

0,00 26.964.456,79 0,00

Lost and expired during the fiscal

year

0,00 2.495.141,09 0,00
Exercised during the fiscal year 0,00 1.423.605,00 0,00

 

 

 

 

  
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Lost and expired during the fiscal year

Exercised during the fiscal year

  2.382.62,80  
  
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8.6STOCK OPTION GRANTS

 

Provided for the fiscal year ended 12/31/2024
  Board of Directors Statutory Executive Board
Total no. of members 9,1 4,0
N° of remunerated members 6,0 4,0
Date Granted NA NA
Number of options granted NA NA

Deadline for options to become

exercisable

NA NA
Maximum term for exercising options NA NA

Term of restriction on transfer of

shares

NA NA

Fair value of options on the date of

each grant

NA NA

Multiplication of the number of shares granted by the fair value of the

options on the grant date

 

NA

 

NA

 

 

Provided for the fiscal year ended 12/31/2023
  Board of Directors Statutory Executive Board
Total no. of members 8,7