GOL Gol Linhas Aereas Inteligentes SA

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, 2022 and 2021:

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

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:

On December 31, 2022, the “total cash” (cash, cash equivalents, short and long-term financial investments) reached R$592.5 million, consisting of R$169.1 million of cash and cash equivalents balance, R$404.1 million in short-term financial investments and R$19.3 million in long-term financial investments.

On December 31, 2022, 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 0.15 in 2021.

On December 31, 2022, we had negative net working capital of R$10,867.7 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 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 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 has a liquidity position (cash, cash equivalents, short and long-term financial investments, and accounts receivable) that represented 9.7% 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 securities and/or vendor financing. As of December 31, 2022 we have R$416.3 million in balances of advances for the acquisition of aircraft.

f.       levels of indebtedness and the characteristics of such debts

(i)       relevant loan and financing contracts

Our loans and financing as of December 31, 2022 and 2021 were made up as follows:

Below is a summary table of the Company's relevant loan and financing agreements, in effect on December 31, 2022

(*) Refers to the average interest rate of the contracts on December 31, 2022.

The tables below show the maturity schedule of our long-term obligations arising from loans and financing effective December 31, 2022:

The following describes our significant financial contracts in effect as of December 31, 2022:

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$620,217 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.

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 13, 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 December 31, 2022, the amount recorded under current and non-current liabilities was R$640.0 million and R$432.0 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:

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, 2022, the amount registered in current and non-current liabilities was R$76.7 million and R$39.1 million, respectively.

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, 2022, 2021 and 2020, 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, 2022 was R$77.2 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$1mil 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.

On December 31, 2022, the portion corresponding to the option of converting the securities into shares at market value corresponds to R$17.8 million.

On December 31, 2022, the amount registered in current and non-current liabilities was R$38.1 million and R$1,819.3 million, respectively.

Spare Engine Facility

In 2018, GLA, a subsidiary of the Company, raised financing by issuing Guaranteed Notes to perform engine maintenance services. Information about such funding is presented below:

During the years ended December 31, 2021 and 2020, GLA, a subsidiary of the Company, renegotiated the postponement of the maturities of contracts of this modality, with changes in the interest rate and the maintenance of the guarantees of the operations.

On December 31, 2022, the amount registered in current and non-current liabilities was R$30.3 million and R$94.0 million, respectively.

Senior Bonus

As of December 11, 2017, Gol Finance (previously named GOL LuxCo S.A.), a subsidiary of the Company, issued a series of senior notes 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, 2022, the amount registered in non-current liabilities was R$3,372.4 million, in addition to interest payable registered in current liabilities of R$98.9 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:

On December 31, 2022, the amount registered in the non-current liabilities of the Senior Secured Notes 2026 was R$3,272.2 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.

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”).

On December 31, 2022, the amount registered in current and non-current liabilities was R$121.1 million and R$882.2 million, respectively.

Loan Facility

As of August 31, 2017, the Company raised a loan with the guarantee of 4 of the Company’s own engines in the amount of R$84.3 million (US$26.8 million on the funding date) and an issue cost of R$512 thousand (US$161 thousand on the funding date). As of June 28, 2018, GLA, a subsidiary of the Company, raised a financing with the guarantee of 1 of the Company’s own engines in the amount of R$43,913 (US$11,400 on the funding date) and an issue cost of R$578 (US$150 on the funding date). In this modality, the financing has monthly interest payment and amortization.

During the year ended December 31, 2020, GLA, a subsidiary of the Company, raised financing secured by the Company’s own engines. Information about such financing is presented below:

During the years ended December 31, 2021 and 2020, GLA, a subsidiary of the Company, renegotiated changes in the payment flows of the contracts of this modality, with an additional cost for the postponed installments.

On December 31, 2022, the amount registered in current and non-current liabilities was R$27.7 million and R$144.2 million, respectively.

Perpetual Bonus

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, 2022, the amount registered in current liabilities, referring to interest, and non-current liabilities was R$16.6 million and R$803.1 million, respectively.

(ii)       other long-term relations with financial institutions

On December 31, 2022, 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:

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.

(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, the 2026 Senior Secured Notes and the Senior Secured Amortizing Notes.

On December 9, 2022, At the General Meeting of Debenture Holders of GLA, a subsidiary of the Company, a prior waiver was granted in relation to the non-compliance, by the Issuer, of the financial ratio Net Debt / EBITDA to be calculated based on the financial statements for December 31, 2022. The other financial ratios met the contractual conditions for December 31, 2022.

Under the Senior Secured Notes 2026, the Company is required to comply with warranty conditions related to stock parts (semi-annually) and intellectual property (annually). On December 31, 2022, the Company had GLA parts and equipment under warranty relating to this contract that met the contractual conditions.

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, 2022, the Company held GLA receivables as collateral for this contract that met the contractual conditions.

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, 2022, 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 93.7% of its indebtedness (loans and financing and leases) is negotiated in U.S. dollars (“US$”) and 47.8% 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 2022 and 2021, respectively, 52.2% and 53.3% 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.

Sources: Central Bank of Brazil, FGV, IBGE and Bloomberg.

(1) Inflation expressed by IGP-M is the general market price index measured by the Getúlio Vargas Foundation;

(2) Inflation expressed by IPCA is the national extended consumer price index measured by the Brazilian Institute of Geography and Statistics (IBGE);

(3) CDI is the interbank certificate of deposit (annualized and accumulated for the periods ended);

(4) Three-month LIBOR expressed in US dollars at the end-of-period rate;

(5) Represents the average of the end-of-period exchange rates for each month.

The following table presents our main financial and operating indicators in 2022 and 2021.

The table below shows the composition of our data and operating expenses based on seat-kilometer offered in 2022 and 2021.

Comparison of operating and financial results and cash flows for the year ended December 31, 2022:

Our operating profit in 2022 was R$557.1 million, compared to an operating loss of R$3,834.6 million in 2021 and R$951.8 million in 2020. Our operating margin in 2022 was positive 4.0%, up from a negative 51.6% in 2021. In 2022 and 2021 we recorded net losses of R$1,561.5 million and R$7,183.8 million, respectively.

Net Operating Revenues

Net operating revenues for 2022 increased 104.5% to R$15,198.7 million.

In 2022, our operating revenue per seat-kilometer offered (“RASK”) showed an increase of 36.0%, from R$27.40 in 2021 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$34.7 cents, a 36.8% increase from R$25.4 cents in 2021.

Operating Costs and Expenses

In 2022, operating costs and expenses totaled R$14,641.6 million, an increase of 29.9% over the previous year, mainly due to: (i) increase in the average price per liter of fuel; (ii) increase in sales and marketing expenses related to the return of demand; and (iii) the devaluation of the Brazilian real against the U.S. dollar, which adversely affects our operating costs and expenses denominated in or linked to the U.S. dollar (including fuel).

The expenses with salaries and benefits with personnel in the year 2022 totaled R$2,278.8 million, an increase of 12.0% compared to the previous year mainly due to the end of the trade union negotiations for reduction of working hours implemented in the context of the COVID-19 pandemic, the resumption of operations, which impacts the crew’s variable salary and taxes, as well as an increase in employees’ salaries considering inflation adjustments. Wages per ASK reduced by 25.5%, due to the increase in seat-kilometer offered. On December 31, 2022, We had 14,816 total employees, representing a 1% decrease from December 31, 2021.

Fuel and lubricant costs in 2022 totaled R$ 6,288.4 million, an increase of 138.9% compared to the previous year, mainly due to the 66.0% increase in the average price per liter of QAV and the 48.3% increase in fuel consumption compared to 2021. Fuel expenditures per ASK increased 58.9 percent due to the increase 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 2022 were R$777.3 million, an increase of 70.5% compared to 2021, mainly due to the increase in supply and take-offs. Landing fees per available seat kilometer increased 13.4%, 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 registered R$922.4 million in 2022, increase of 0.8% compared to 2021. Service provision expenses per available seat kilometer decreased 33.0% due to the increase in supply, measured by ASK.

Passenger spending registered an increase of 60.7% compared to 2021, in a total of R$882.8 million in 2022, mainly due to increased capacity and accommodation costs and growth in the number of flights operated under our agreement with VoePass Linhas Aéreas and MAP Linhas Aéreas to expand our market share on regional routes. Expenses for passenger service per available seat kilometer increased 6.9% by the general inflation-indexed price adjustment.

Commercial and advertising expenses for 2022 increased 101.1% year-on-year to R$817.4 million, due to increased marketing campaigns, sales commissions and credit card chargebacks. Sales and marketing expenses per available seat kilometer increased by 33.7% for the same reasons.

Maintenance, materials and repair expenses totaled R$461.6 million in 2022, a decrease of 79.0% compared to 2021 mainly due to the provision we recorded in 2021 related to the accelerated transformation of our fleet and the estimated amounts for the return of Boeing 737 Next Generation aircraft in accordance with the applicable contractual terms. Expenses with maintenance, materials and repairs per available seat kilometer decreased by 86.0% for the same reasons.

The depreciation and amortization expenses registered R$1,720.1 million in 2022, an increase of 28.8% year-on-year, considering the receipt of 15 new MAX-8 aircraft. Depreciation and amortization expenses per available seat kilometer decreased by 14.3% compared to 2021, due to the increase in ASK, partially offset by the receipt of the new aircraft.

Other operating income (expenses), net decreased 33.2% and went from an expense of R$738.1 million in 2021 to an expense of R$492.7 million in 2022, mainly due to (i) higher gains on sale-leaseback transactions in 2022 related to 8 aircraft and 2 engines; and (ii) increase in 2021 of other tax lawsuit expenses. Other operating revenues (expenses), net per seat-kilometer provided, went from an expense of R$2.72 cents in 2021 to an expense of R$1.21 cents in 2022, a reduction of 55.6%, for the same reasons.

Financial Income

In 2022, the net financial income registered negative R$2,074.8 million, compared to negative R$3,541.6 million in 2021. In 2022, GOL recorded gains with exchange rate variations of R$1,328.2 million, while in 2021 it recorded losses with exchange rate variations of R$1,588.1 million.

Income Taxation

Income tax and social contribution in 2022 was an expense of R$43.8 million, compared to revenues of R$192.4 million recorded in 2021.

Cash Flow

Operating activities: we had a net cash flow from operating activities of R$2,168.8 million in 2022, compared to R$705.5 million in 2021, mainly due to the resumption of operations with the cooling of COVID-19 whose effects were partially offset by the significant increase in the price of QAV. The main changes in our operating assets and liabilities were: (i) increase in transportation to be performed from R$619.7 million as of December 31, 2021 to R$832.1 million as of December 31, 2022, mainly due to increased ticket sales in the context of recovery in demand for air travel in 2022; (ii) change in accounts receivable from R$(111.6) million as of December 31, 2021 to R$(44.5) million as of December 31, 2022, mainly due to the acceleration of receivables in the context of the recovery of demand for air travel in 2022; and (iii) tax installment plan with variation of tax and social security obligations from R$149.3 million as of December 31, 2021 to R$860.9 million as of December 31, 2022; which are partially offset by (iv) a change in deposits from R$159.9 million as of December 31, 2021 to R$(307.8) million as of December 31, 2022.

Investment activities: we had net cash flows from investing activities of R$787.5 million as of December 31, 2022, compared to R$179.6 million in 2021, mainly due to (i) R$645.1 million in cash outflows from the acquisition of property, plant and equipment in 2022 compared to R$316.0 in 2021; and (ii) R$594.3 million in cash inflows from Smiles’ financial investments in 2021.

Financing activities: we had net cash flows used in financing activities of R$1,673.5 million in 2022, compared to R$672.0 million in 2021, mainly due to (i) R$2,357.3 million in cash outflows for lease payments in 2022, compared to R$1,449.3 million in 2021; partially offset by (ii) R$947.5 million in cash inflows from capital increase in 2022, compared to R$420.7 million in 2021. Also, in 2021, we had R$1,359.6 million in net cash inflows in loans and financing, whose effects were partially offset by R$744.5 million in cash outflows for the acquisition of the minority stake in Smiles in the context of its incorporation by GLA.

ITEM FRE 2.2 OPERATING AND FINANCIAL INCOME

The Income State4ment 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 important 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 2022 was affected by the following key factors:

Increase in operating revenue: GOL presents total net revenue for the year of R$15,198.7 million, 104.5% higher than 2021. 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$14,641.6 million, an increase of 29.9% over the previous year, mainly: due to (i) increase in the average price per liter of fuel; (ii) increase in sales and marketing expenses related to the return of demand; and (iii) the devaluation of the Brazilian real against the US dollar, which adversely affects our operating costs and expenses denominated in or linked to the US dollar (including fuel) .

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 2022: The net revenue presented an increase of 104.5% in relation to 2021. 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 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, 2022, the expenses with fuel in the year represented 42.9% of the costs, with an average price per liter of aviation kerosene (QAV) reaching R$5.65, an increase of 66.0% in comparison with the previous year. In this period, fuel costs totaled R$6,288.4 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 2022, The yield, the main fare indicator used by the sector, which represents the average amount paid to fly one kilometer, showed an increase of 40.2% 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 qualifications in the Independent Auditor’s Report on the individual and consolidated financial statements for 2022.

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

Relevant uncertainty related to the going concern

We draw attention to explanatory note 1.3 to the individual and consolidated financial statements, which indicates that, according to the individual and consolidated balance sheet on December 31, 2022, the Company recorded a negative, individual and consolidated equity of R$21,359 million, as well as current liabilities exceeded total current assets, individual and consolidated, by R$545 million and R$10,868 million, respectively. As presented in explanatory note 1.3, these events or conditions, together with other matters described in explanatory note 1.3, indicate the existence of material uncertainty that may raise significant doubt as to the Company's ability to continue as a going concern. Our opinion is unqualified regarding this matter.

ITEM FRE 2.4 MATERIAL EFFECTS ON THE FINANCIAL STATEMENTS AND IN THEIR RESULTS

a.       introduction or disposal of an operating segment

None.

b.       constitution, acquisition or alienation of corporate participation

None.

c.       unusual events or operations

None.

ITEM FRE 2.5 NON-ACCOUNTING MEASUREMENTS

a.       value of non-accounting measurements

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

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

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

c.       why such a measurement is more appropriate for the correct understanding of its financial condition and the income from its operations

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

2.6 EVENTS SUBSEQUENT TO THE LATEST FINANCIAL STATEMENTS THAT SUBSTANTIALLY CHANGE THEM

Final decision (res judicata) – STF

On February 8, 2023, the Federal Supreme Court, unanimously, considered that a final decision (res judicata) on taxes collected on a continuous basis, loses its effects if the Court decides otherwise at a later time.

From the perspective of the provisions of this decision and considering the Company's accounting policies, as well as Circular Letter No. 1/2023/CVM/SNC/SEP of February 13, 2023, the Company evaluated its final and unappealable legal proceedings and did not identify relevant impact on the financial statements for the year ended December 31, 2022.

Financing Transaction and Support Agreement

On March 3, 2023, Abra Group Limited ("Abra"), A new holding company created to control the operations of GOL and Avianca Group International Limited ("Avianca"), closed the private placement with Abra's investors and concomitantly GOL closed Abra's private investment in GOL through Senior Secured Notes ("GOL SSNs maturing in 2028") which can be replaced, upon Abra's request, by Exchangeable Senior Secured Notes ("GOL ESSNs maturing in 2028"). GOL SSNs maturing in 2028 are secured by Smiles' intellectual property and brand, GOL's loyalty program and a shared pledge over GOL's intellectual property, brand and spare parts. A portion of the investment in Abra comes from members of the Ad-Hoc Group, holders of GOL's secured and unsecured bonds (the "Ad-Hoc Group"), who have signed a support agreement (the "Support Agreement" or "SA" ) on February 7, 2023, and a portion of the investment comes from holders of GOL bonds outside the Ad-Hoc Group (the "Non-AHC Group"), who signed terms of adherence to the Support Agreement.

Company's Final Financing Terms:

• Abra entered into the definitive documents regarding (i) investment, subject to certain conditions and approvals, of up to US$451 million in cash, (ii) contribution of US$1,077 million of nominal value of GOL bonds with a discount of US$ $312.6 million in face value, and (iii) receive the GOL SSNs maturing in 2028 as consideration.

• The US$1,077 million par value of GOL's bonds will be canceled after closing.

• The terms of the GOL SSNs due 2028 to be issued to Abra include:

• Subject to certain conditions and approvals, Abra may request to exchange GOL SSNs maturing in 2028 for GOL ESSNs maturing in 2028. The terms of the GOL ESSNs expiring in 2028 are:

Support Agreement Results

• Certain Abra shareholders invested US$172.5 million in cash, the Ad-Hoc Group invested US$329.9 million in cash and the Non-AHC Group invested US$49.5 million in cash to support the transaction, collectively representing a cash investment of US$551.9 million.

• The Ad-Hoc Group and the Non-AHC Group delivered US$1,077 million of nominal value in bonds issued by GOL to Abra at an average price of 71 US cents.

• GOL bonds delivered by members of the Ad-Hoc Group and the Non-AHC Group represent 83% of the GOL SENs maturing in 2024, 47% of the GOL SNs maturing in 2025, 61% of the GOL SSNs maturing in 2026 and 10 % of GOL's Perpetual Bonuses.

• The amounts mentioned above fully satisfied the conditions precedent associated with the minimum cash requirement and the minimum requirement for bonds delivered, as provided for in the Support Agreement, and meet the limits required to eliminate certain covenants and modify the indenture referring to the GOL SSNs with maturity in 2026 for the same, to close the transaction.

• In addition, the amounts invested are in compliance with the maximum acquisition limit provided for in the Support Agreement, as amended

a.       the assets and liabilities held by the Company, directly or indirectly, that are not shown on its balance sheet (off-balance sheet items)

Item not applicable.

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

a.       the assets and liabilities held by the Company, directly or indirectly, that are not shown on its balance sheet (off-balance sheet items)

(i)       written-off portfolios of receivables over which the entity has neither retained nor substantially transferred the risks and rewards of ownership of the transferred asset, indicating the respective liabilities

None.

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

On December 31, 2022, the Company has 91 firm orders (103 as of December 31, 2021) with Boeing for aircraft purchases. These aircraft purchase commitments include estimates for contractual price increases during the construction phase. The present value of firm orders on December 31, 2022, considering an estimate of contractual discounts, corresponds to approximately R$20,574,804 (R$21,947,804 at December 31, 2021), equivalent to US$3,943,271 (US$3,932,946 at December 31, 2021), and are segregated as follows:

From the total commitments presented above, the Company must disburse the amount of R$7,170,725 (corresponding to US$1,374,308 as of December 31, 2022) as advances for the acquisition of aircraft, as shown in the financial flow below:

Commitment to purchase fuel: the Company is committed to the future acquisition of aviation fuel at a fixed price for use in its operations. On December 31, 2022, The purchase commitments until 2023 total R$860,442.

(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 revenues, expenses, operating income, financial expenses or other items in the Company’s financial statements

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

b.       nature and purpose of the operation

Item not applicable.

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

Item not applicable.

ITEM FRE 2.10 MAIN ELEMENTS OF THE BUSINESS PLAN

a.       investments

CAPEX investments are expected to be around R$2.5 billion by 2023. This is mainly for investments in aircraft and engines. The following is the segregation into three main groups with the representativeness of the total amount to be invested: Engines and IT (~48%), Aircraft (~40%) and Others (~12%).

(ii)       sources of investment financing

On December 30, 2022, GOL Finance, the Company’s subsidiary, 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 US$ 196 million.

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

The financing of these amounts will come from the company’s own capital, development banks, other financial institutions, and through prospections with suppliers.

(iii)       relevant divestments in progress and planned divestments

Not applicable.

b.       as long as already disclosed, indicate the acquisition of plants, equipment, patents or other assets that should materially influence the Company’s production capacity

GOL’s fleet acceleration plan has been impacted by the logistical challenges faced by the world’s leading aircraft manufacturers, and the deadlines and delivery dates for new aircraft between the Company and Boeing have been periodically adjusted. For the year 2023, the Company also expects to receive 15 new aircraft, bringing the number of Boeing 737-MAX 8s in its fleet to 53 aircraft, maintaining its operational capacity.

c.       new products and services

The Company should continue to develop the recently launched freighter operation, as well as focus on the development of new routes, customer loyalty and new sources of ancillary revenue.

(i)       description of the ongoing research already released

Not applicable.

(ii)       total amounts spent on research for development of new products or services

Not applicable.

(iii)       projects in development already disclosed

In April 2022 GOL signed an agreement between its logistics business GOLLOG and Mercado Livre. The contract between the companies lasts for 10 years, provides for a dedicated freighter fleet consisting of six Boeing 737-800 BCFs, and began operations in 2H22 (with the operation of 2 freighters). There is the possibility of adding six additional cargo aircraft by 2025. The introduction of the six cargo aircraft is expected to provide savings in the fleet transformation process of approximately R$25 million in 2022 and another R$75 million in 2023.

In the domestic market, the Company increased its offer to Rio de Janeiro by 40% in the high season and reached a record of seats in Congonhas, while it is preparing to offer new allocations from the first quarter of 2023, in addition to the six airports that started to be served as of October: Santa Maria (RIA), São José do Rio Preto (SJP), Uberaba (UBA), Uruguaiana (URG), Ipatinga - Vale do Aço (IPN), Araçatuba (ARU) and Juiz de Fora - Zona da Mata Mineira (IZA), which are operated through the Voepass agreement.

In November 2022, GOL announced the expansion of its operations in the Midwest, connecting the region’s capitals with direct flights to the South and Northeast during the high season. Also in November, GOL inaugurated the flight between Salvador and Lençóis, connecting a world-renowned tourist spot (Chapada Diamantina) with Brazil and the world. In the South, the Company also consolidated its presence through inaugural flights between Santa Maria and São Paulo, as well as new routes connecting Curitiba to Florianópolis and Porto Alegre.

(iv)       total amounts spent on the development of new products or services

Not applicable.

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

In August, the Company inaugurated a new internal structure, fully dedicated to ESG developments and reporting, which reports to GOL’s C-Level.

Its mission is to bring greater clarity and action to the Company’s ESG initiatives by not only developing a clear and comprehensive plan for achieving the goals, but also by monitoring the initiatives already underway. GOL’s Executives and Managers now also have a corporate target related to ESG indicators, which will be part of the variable component of their annual compensation.

In September 2022, GOL celebrated one year of its first flight where the total carbon footprint was offset by the Company in partnership with MOSS. In the first 12 months, this unprecedented initiative offset more than 7,290 tons of CO2.

In the last quarter of 2023, GOL has also started the Paperless Cockpit project, which aims to digitalize the operation’s documents, avoiding the consumption of approximately 6 million sheets of paper per year. In 4Q22, GOL received the IenVA Stage 2 certification and registered an improvement in its CDP index, now with a B- rating.

In the Social segment, the company has created and consolidated Diversity and Inclusion groups to meet the plurality of its Eagle Team, addressing issues such as: Racial Equity, Gender Equity, LGBT+, Accessibility, Generations, and Environmental. This group will be responsible for creating performance indicators and GOL’s evolution in these matters. At the GOL Institute, the Company registered 19 institutions that were directly supported, strengthening the Company’s Educational pillar

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:

a)            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 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.

b)            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 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).

c)            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.

d)            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.

e)            Credit Risk: 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.

f)             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.

2.1.4.       INFORMATION REGARDING CANDIDATES NOMINATED OR SUPPORTED BY MANAGEMENT OR CONTROLLING SHAREHOLDERS, PURSUANT TO 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 10 (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. 11, 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.

Professional experience / Declaration of any convictions

Adherence of the members of the Board of Directors and the Fiscal Council to the requirements of the Bylaws

For the purposes of complying with the recommendation of the CIRCULAR/ANUAL OFFICIAL LETTER-2023-CVM/SEP, the Management of the Company confirms adherence of the profile of the candidates for the Board of Directors and Fiscal Council to the requirements established in the Bylaws, thus allowing the informed decision of the shareholders.

Fiscal Council

There are no additional requirements established in the Company’s Bylaws.

Board of Directors

Additional requirements established in the paragraphs of art. 18 of the Company’s Bylaws.