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Overview and ESG Goals

GOL is committed to improving the sustainability of its business through strong corporate governance, being first for all Employees and Customers by driving inclusion and accessibility, and by reaching net zero carbon emissions in 2050.

Since 2010, we have prepared annual sustainability reports based on Global Reporting Initiative guidelines, an international standard for reporting environmental, social and economic performance. By adopting these parameters and providing related data to the public, we are reinforcing our accountability with various stakeholders through added transparency and credibility.

Among our initiatives are our voluntary adherence, since 2016, to the carbon pricing leadership coalition, which is a global initiative to price carbon emissions, as well as multiple campaigns and associations dedicated to promoting best ESG practices both in the airline industry and generally. We also maintain social initiatives relating to our workforce, customer satisfaction and safety, as well as governance initiatives through leadership, committees, policies and shareholder meetings.

Corporate Governance

GOL conducts its business in line with corporate governance practices, maintaining an independent board of directors and a fiscal committee that is independent from its Management to ensure transparency and trust in its financial and business operations for the benefit of all shareholders.

GOL is listed on Level 2 of B3 Corporate Governance since the simultaneous launch of its shares at Brazilian and North American Stock Exchanges in 2004, and is subject to arbitration at the Arbitration Panel Market, a Clause included in its bylaws.

The Company has a Shares Negotiation Policy, which establishes rules and procedures for persons working with the company (executives and employees), with access to relevant information.

GOL also has a Disclosure Policy of Material Facts, which defines the criteria, the time and the person responsible for disclosing such information to investors, in order to ensure the transparency and guarantee a homogenous distribution. To support this work, the Company maintains a Disclosure Committee, which includes professionals from several departments of the Company that do not participate directly in the process of releasing the data to the market. They are responsible for checking the consistency and cross-checking of reports, when applied.

The Company was one of the first Foreign Private Issuers (FPIs) in South America to conform to the requirements of Sarbanes-Oxley Law (SOX), Section 404 and uses the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to internal controls. The Company also is in accord with Section 302 of the same Act, which defines that executive directors shall personally declare their responsibility for disclosure of information. These certifications have improved and reaffirmed the Company┤s commitments to good corporate governance practices.

We maintain an ethics ombudsmen communication channel open to all employees and stakeholders to report concerns, with the option of doing so anonymously. The channel is managed by a team of in-company specialists and analysts, who report to our corporate governance and people policies committee. In 2019, information conveyed via our ethics channel resulted in our defining 18 action plans, including more robust training on matters of compliance.

Boards and Committees

- Board of Directors - GOL’s Board of Directors has nine members, five of which are independent. The members of the Board of Directors are elected at the Annual Shareholders’ Meeting. The term of office of the members of the Board of Directors is of one year, with the reelection authorized. The term of office of the current members of the Board of Directors is due on April 2022.

- Fiscal Council - Under the Brazilian Corporation Law, the Fiscal Council, or Fiscal Committee, is a corporate body independent from a company‘s management and independent auditors. The Fiscal Council can work on a permanent or non-permanent basis, in which case it will act during certain fiscal year, as established by the shareholders. The Fiscal Council must have at least three and at most five sitting members and an equal number of alternate members. The Fiscal Council is currently in place. The Company’s Fiscal Council is composed of three members, elected by the Shareholders’ Meeting, with a term of office that expires at the Company’s next Annual Shareholders’ Meeting. The current members of the Fiscal Council are Marcelo Moraes, Renato Chiodaro and Marcela de Paiva.

- Executive Officers - Responsible for the direct management of businesses, the Board of Executive Officers is composed of a minimum of two Executive Officers and a maximum of seven Executive Officers elected by the Board of Directors for a term of office of one year. Any Executive Officer may be removed from office by the Board of Directors prior to the end of his/her term. The term of office of the current Executive Officers ends in December 2022.

- Management Committee - GOL also has six Management Committees, whose members include executive officers, independent auditors and members of the Board of Directors (Personnel Management Policies and Corporate Governance Committee, Financial Policy Committee, Risk Policies Committee, Statutory Audit Committee, Alliances Committee and Accounting, Tax and Financial Statements Policies Subcommittee).

Our ESG Goals

Create a world-class customer experience: Deliver operational excellence and grow our global network
Culture as a competitive advantage: Build on an environment that cares for team members
Build GOL to Thrive Forever: Improve profitability and deliver innovative technology

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Ownership

As of December 31, 2020, the Constantino family, which indirectly controls us, held 64.8% of the economic interest in us. The Constantino family’s high stake in us and the leading role of the chairman of our board of directors, Constantino de Oliveira Junior, in helping set our strategic direction and in his close supervision of and daily interaction with senior management, differentiates our ownership structure in aligning the interests of our controlling shareholders with those of our minority shareholders.

Compensation

Under GOL┤s by-laws , our shareholders are responsible for establishing the aggregate amount we pay to the members of our board of directors and our executive officers. Once our shareholders establish an aggregate amount of compensation for our board of directors and executive officers, the members of our board of directors are then responsible for setting individual compensation levels in compliance with our by-laws.

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Stock Option Plan

In view of the changes made in the Company’s Stock Option Plan, which were approved at the Annual and Extraordinary Shareholders‘ Meeting held on April 30, 2010, comprising the plans granted between 2010 and 2019, the options will be exercised as follows: 20% as of the first year, 30% as of the second year and the 50% remaining as of the third year. As for plans granted as of 2020, beneficiaries will be able to exercise 20% in the first year, 20% in the second year, 30% in the third year and 30% in the fourth year. Anyway, in both cases, the options may be exercised in up to 10 years after their grant date.

The fair value of stock options was estimated on the grant date using the Black-Scholes option pricing model. The expected volatility of the options is based on the historical volatility of 252 business days of the Company‘s shares traded on the stock exchange.

The date of the Board of Directors’ meetings and the assumptions utilized in the Black-Scholes option pricing model are as follows:

Stock option plans
2012 2013 2014 2015 2016 2017 2018 2019 2020
Board of Directors’ meeting date October 19, 2012 May 13, 2013 August 12, 2014 August 11, 2015 June 30, 2016 August 08, 2017 May 24, 2018 December 11, 2019 July 30,
2020
Total options granted 778,912 802,296 653,130 1,930,844 5,742,732 947,767 718,764 1,749,223 760,986
Average fair value of the option on the grant date 5.32(a) 6.54(b) 7.98(c) 3.37(d) 1.24(e) 7.91(f) 12.68(g) 12.10(h) 14.14(i)
Estimated volatility of the share price 52.25% 46.91% 52.66% 55.57% 98.2% 80.62% 55.58% 61.98% 71.37%
Expected dividend 2.26% 2.00% 3.27% 5.06% 6.59% 1.17% 0.6% 3.17% 0.92%
Risk-free return rate 9.00% 7.50% 11.00% 13.25% 14.25% 11.25% 6.5% 9% 6.24%
Option term (years) 10 10 10 10 10 10 10 10 10

(a) Fair value calculated by the average of the amounts of R$6.04, R$5.35 and R$4.56 for the respective vesting periods (2012, 2013 and 2014).
(b) Fair value calculated by the average of the amounts of R$7.34, R$6.58 and R$5.71 for the respective vesting periods (2013, 2014 and 2015).
(c) Fair value calculated by the average of the amounts of R$8.20, R$7.89 and R$7.85 for the respective vesting periods (2014, 2015 and 2016).
(d) Fair value calculated by the average of the amounts of R$3.61, R$3.30 and R$3.19 for the respective vesting periods (2015, 2016 and 2017).
(e) On July 27, 2016, an additional grant of 900,000 shares referring to the 2016 plan was approved. The fair value was calculated by the average of the amounts of R$1.29, R$1.21 and R$1.22 for the respective vesting periods (2017, 2018 and 2019).
(f) Fair value calculated by the average of the amounts of R$8.12, R$7.88 and R$7.72 for the respective vesting periods (2017, 2018 and 2019).
(g) Fair value calculated by the average of the amounts of R$13.26, R$12.67 and R$12.11 for the respective vesting periods (2018, 2019 and 2020).
(h) Fair value calculated by the average of the amounts of R$12.90, R$12.32 and R$11.65 for the respective vesting periods (2019, 2020 and 2021).
(i) Fair value calculated by the average of the amounts of R$15.39, R$14.89, R$14.31 and R$13.64 for the respective vesting periods (2020, 2021, 2022 and 2023).

The movement of the outstanding stock options for the year ended December 31, 2020, is as follows:

Stock options Weighted average strike price
Outstanding options as of December 31, 2019 7,660,855 7.11
Options Cancelled and Adjustments in Estimated Lost Rights -333,781 22.06
Outstanding options as of December 31, 2020 7,529,612 11.59
Number of options to be vested as of December 31, 2019 5,939,631 8.42
Number of Options Exercisable as of December 31, 2020 5,752,726 10.32

The minimum and maximum prices and average maturity for outstanding options in the period, as well as the minimum and maximum prices for options exercisable as of December 31, 2020, are as follows:

Outstanding options Options exercisable
Strike price range Outstanding options Remaining weighted average maturity in years Average strike price Options exercisable Average strike price
12.81 227,183 1.7 12.81 227,183 12.81
12.76 220,413 2.3 12.76 220,413 12.76
11.31 197,661 3.5 11.31 197,661 11.31
9.35 601,793 4.5 9.35 601,793 9.35
2.62 3,121,220 5.4 2.62 3,121,220 2.62
8.44 548,604 6.6 8.44 548,604 8.44
20.18 450,695 7.4 20.18 135,209 20.18
25.40 1,506,606 8.8 25.40 301,321 25.4
20.57 655,437 9.6 20.57 0 20.57
2.62-25.4 7,529,612 6.33 11.59 5,353,404 6.87

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Arbitration Clause

The Company, its Shareholders, Management and members of the Fiscal Council hereby undertake to resolve by means of arbitration, any and all disputes or controversies that may arise among them, related to or deriving from, and especially due to the application, validity, effectiveness, construal, infringement and their effects, of the provisions set forth in the Brazilian Corporation Law, its by-laws, the rules issued by the Brazilian Monetary Council, the Brazilian Securities and Exchange Commission, as well as any other rules applicable to the operation of the capital market in general, in addition to the Listing Agreement and Listing Rules of B3 Level 2 Special Corporate Governance Practices and the Arbitration Rules of the Market Arbitration Panel.

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