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 2023

(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___

Parent Company and Consolidated

Financial Statements

GOL Linhas Aéreas Inteligentes S.A.

December 31, 2022

with Independent Auditor’s Report

Gol Linhas Aéreas Inteligentes S.A.

Parent Company and Consolidated Financial Statements

December 31, 2022

Contents

Management Report

Over the past year, GOL started a new phase characterized by high efficiency and lower costs. 4Q22 was marked by the highest yield in the Company’s history and the highest operating margin since the beginning of the pandemic. GOL saw a strong recovery in demand for air travel in all segments, transporting more than 7.7 million passengers in the quarter, bringing the total passengers in 2022 to approximately 27.3 million. The Company subsequently expanded Available Seat Kilometers by 29% in 4Q22, compared to 4Q21.

At the same time, GOL remained committed to its low-cost and high-productivity business model by taking a rational approach to operating routes. The Company’s levels of aircraft utilization are some of the highest in the industry – a competitive advantage that reduces unit costs and drives cash generation. This business model is further supported by the optimization of GOL’s fleet, with the conversion of non-operating aircraft into cargo carriers and the replacement of the 737 NG by new 737 MAX aircraft. In the fourth quarter, GOL added one new MAX-8 aircraft, resulting in 38 MAX aircraft representing 26% of the total fleet at the end of 2022.

In December, GOL issued Secured Amortizing Notes in the amount of approximately US$200 million, which extended certain lease deferral obligations by an additional year to 2026 and reduced the disbursement of lease repayments throughout 2023, due to the 12-month grace period. These Notes have guarantee on unencumbered receivables, an average cost of capital to GOL of 4.3% p.a. and represent a new innovative initiative to the Company’s liability management program. This financing was successfully secured in the midst of a capital market environment not conducive to new issuances, thereby reflecting confidence in the strength of GOL’s business and its Management.

These results were achieved thanks to the excellence of the Team of Eagles, together with the continuous investments in technology and in the improvement of the Customer experience, and the trust of our Customers, partners, suppliers and shareholders.

Record Revenues and Sales

In 4Q22, GOL achieved a net operating revenue of R$4.7 billion – the highest net revenue in the history of the Company. GOL focused on a number of key strategic initiatives during the quarter, including: ensuring a broader network for leisure destinations in the Northeast, the introduction of new regional markets, the resumption of corporate markets in the RJ-SP routes, and the improvement in Company’s digital channels. Combined, these initiatives helped to significantly increase RASK by 25.3% and yield by 24.8%, compared to 4Q21.

The Company also reached the highest level of sales in any quarter, generating approximately R$5.4 billion. This was accomplished by efficient management of ticket inventory and growth of the SMILES and GOLLOG business units, which increased sales by 25% and 18% respectively compared to the 4Q21, and recorded a joint revenue of approximately R$1.3 billion. In November, characterized as a strong month for sales due to Black Friday, GOL surpassed its daily sales levels versus 4Q19, even with overall retail sales trending lower in Brazil.

“The growth in yields over the last few quarters demonstrates the strength of our highly attractive network with bleisure travelers. We expect the recovery of the corporate market in the fourth quarter to continue to intensify during 2023 and contribute to the expansion of the aviation market in general. Despite the higher cost of living, Brazilians are keen to travel. GOL remains committed to controlling costs and delivering an excellent experience in order to best serve its customers,” commented Eduardo Bernardes, Chief Revenue Officer (CRO).

Capacity, Productivity and Cost Dilution

In the fourth quarter, GOL advanced capacity resumption (ASKs), reaching around 86% compared to the 4Q19, with a peak of 88.5% in December. The Company’s offer management seeks to maximize the profitability of each flight. Even though GOL remained the only airline in the market with a lower capacity than 2019 levels, it has already reached the pre-pandemic period unit cost excluding fuel (19.09 cents (R$)). The Company expects to continually reduce its unit cost excluding fuel as it resumes its full capacity over the coming quarters.

Operating fleet utilization reached 11.6 hours per day in the 4Q22, an increase of approximately 1% compared to the previous quarter. Importantly, other productivity indicators also improved, reaching higher levels when compared to 2019, such as the ASK by number of Employees, at 0.81 (+28.3% vs. 4Q21 and stable compared to 4Q19), and fuel consumption per block hour operated, at 2.7 (-3.7% vs. 4Q21 and -7.3% vs. 4Q19).

SMILES and GOLLOG Business Units as Ancillary Revenue Levers

Ancillary Revenues, mainly from SMILES and GOLLOG, tripled to R$340.7 million during the 4Q22, approximately 7.2% of the GOL’s total net revenue.

SMILES ended 4Q22 with 20.9 million Customers (6% more than in 4Q21) and around 1 billion miles redeemed (26% more than 4Q21), attesting to its market-leading position as the best mileage program in the region. The revenue was R$1.1 billion in the quarter, and the gains from the synergy after the incorporation by GOL continued to be captured, demonstrating the strength of the investments made by the Company and the consolidation of a strong working capital instrument.

GOLLOG, in part through its dedicated cargo agreement with MELI currently with two aircraft, boosted its revenue to R$189 million, its highest ever revenues for a quarter. The contract with MELI provides for the operation of up to six aircraft in 2023, with an option for an additional six, and will be an important factor in increasing GOL’s presence in the cargo transportation market, which has seen growing demand in recent years.

Network Expansion and the Corporate Market Recovery

The fourth quarter was characterized by strong demand for leisure flights at the start to Brazil’s high season. GOL expanded the connectivity of its international network, offering additional flights between Brasília and Orlando, in addition to inaugurating flights between Galeão airport in Rio de Janeiro, connecting to the capital of Uruguay, Montevideo. The Company also reactivated routes during this quarter to the cities of Córdoba and Rosario in Argentina, thus serving 100% of its pre-pandemic destinations in that country. Finally, in December, GOL made its inaugural flights between Manaus and Miami, with its Boeing 737-MAX 8, connecting the north of Brazil to the United States.

In the domestic market, in response of the recovery in corporate demand, the Company increased its offer to Rio de Janeiro by 40% and reached a record number of seats in Congonhas. GOL is also preparing to offer new destinations beginning the first quarter of 2023, in addition to the six airports that began to be served last October: Santa Maria (RIA), São José do Rio Preto (SJP), Uberaba (UBA), Uruguaiana (URG), Ipatinga – Vale do Aço (IPN), Araçatuba (ARU) and Juiz de Outside – Zona da Mata Mineira (IZA), which are operated through the agreement with Voepass.

In November, GOL announced the expansion of operations in the Midwest, connecting capitals in the region on direct flights to the South and Northeast during the high season. Also in November, GOL inaugurated a flight between Salvador and Lençóis. In the South, the Company also consolidated its presence through inaugural flights between Santa Maria and São Paulo, in addition to new routes connecting Curitiba to Florianópolis and Porto Alegre.

“We’ve taking a careful and planned approach to increasing capacity and resuming routes in both the domestic and international markets. We want to make sure the demand is really there, and seek to optimize aircraft utilization and reduce unit cost excluding fuel. We have the required flexibility to return to more corporate markets in 2023, as and when the demand is sufficient, through the combination of our efficient fleet and high productivity,” concluded Celso Ferrer.

Fleet Transformation Plan

In 4Q22, the Company received one new Boeing 737-MAX 8, totaling 38 737-MAX 8 at the end of 2022, and representing 26% of its fleet. The Company returned two Boeing 737-NG aircraft in the quarter.

In 2023, despite the global supply-chain challenges, the Company expects the delivery of 15 new aircraft, raising the total to 53 Boeing 737-MAX 8 in its fleet.

Investments to Improve Customer Experience

In the three months ended December 31, 2022, the Company inaugurated key initiatives aimed at improving its Customer experience, ranging from the new service provided by GOLLOG (CHEGOL) that helps Customers find items left behind on flights, to the debut of an “air shuttle” between Buenos Aires and São Paulo in joint partnership with Aerolíneas Argentinas, promoting greater flexibility for Customers to visit the capital of Argentina.

In October, the Company was recognized for the fifth consecutive time by Folha de São Paulo newspaper as the “Top of Mind” brand in the airline category. In November, GOL was again awarded by APEX (Airline Passenger Experience Association) a Four Star Low-Cost Carrier award in recognition of the Company’s efforts to offer the best product to Customers through ‘GOL’s Way of Serving’. Finally, in December, GOL was recognized as the most admired airline brand by Cariocas, in a survey conducted by the newspaper O Globo in partnership with Troiano Branding.

“We seek to offer a differentiated product to our Customers, especially in the corporate segment. Our product is the sum of its onboard service, flight options, flexibility, technology for the Client journey, and a consistent mileage program with tangible benefits, and we aim to excel in all of these areas. At the heart of that is GOL’s history as a pioneer in aviation and its continued investment in engaging and leveraging its entire Team of Eagles to go above and beyond,” said Carla Fonseca, Chief Experience Officer and President of SMILES.

Developments in ESG

In 4Q22, GOL received the YenVA Stage 2 certification and recorded an improvement in its CDP index, now rated B-. Through MOSS, GOL already offers its Customers the option to offset their carbon when purchasing airline tickets. However, in November, GOL and GLOBO signed a partnership to also neutralize emissions in essential corporate travel, an unprecedented measure in the industry. In December, Brazil’s second 100% Carbon Neutral route, which connects Congonhas to Bonito, also completed one year of existence, neutralizing a total of 2,700 tons of CO2 on more than 210 round-trip flights.

The Company created and consolidated Diversity and Inclusion groups to reflect and promote the diversity of its Eagles Team, addressing topics such as: Racial Equity, Gender Equity, LGBT+, Accessibility, Ageism and the Environment. This group will be responsible for the creation of performance indicators and support the evolution of the Company on these issues. At the GOL Institute, the Company registered 19 institutions that were directly supported, strengthening its Educational pillar.

Abra Group

On March 1, 2023, GOL’s controlling shareholder, Mobi Fundo de Investimento em Ações Investimento no Exterior (“Mobi”) announced that Mobi and some of Avianca’s main investors signed on this date an amendment to the Master Contribution Agreement (“Master Contribution Agreement”) which was the subject of the material disclosure by the Company on May 11, 2022. As part of the implementation of the transaction provided for in the Master Contribution Agreement, as amended, Mobi transferred to Abra Group Limited, a company incorporated under the laws of England and Wales (“Abra”), all shares issued by the Company held by Mobi.

Following the transfer of shares described above, the shares issued by the Company held by Abra will be transferred to two companies incorporated under the laws of England and Wales, called Abra Mobi LLP and Abra Kingsland LLP. Abra Mobi LLP, together with the Constantino brothers, will hold voting control of 50% of the common shares issued by GOL (“Common Shares”); and Abra Kingsland LLP will hold voting control of 50% of the Common Shares. Abra Mobi LLP will be directly controlled by Mobi (Constantino brothers) and Abra Kingsland LLP will be directly controlled by Kingsland. After the implementation of said steps, the Constantino brothers and Kingsland, through their direct and indirect stakes, as applicable, will hold 50% of the Common Shares each and Abra will hold 100% of the economic rights over the shares of issuance of the Company contributed by Mobi to the capital of the Sub-Holdings.

The parties to the Master Contribution Agreement will enter into a Shareholders' Agreement to govern their rights and obligations as shareholders of Abra, with Mobi (and, indirectly, the Constantino brothers) and the major investors of Avianca becoming co-controllers of Abra. The Transaction does not entail the need to carry out a tender offer.

Transformational Refinancing

On March 3, 2023, GOL issued Senior Secured Notes due in 2028 in the amount of up to US$1.4 billion in a private placement to Abra Group Limited, GOL’s controlling shareholder. The Notes bear an interest rate of 18%, of which 4.5% will be paid in cash and 13.5% will be payment-in-kind, and are guaranteed by the intellectual property and brand of Smiles, the Company’s market leading loyalty program, and also a pari passu lien on the intellectual property, brand and spare parts of GOL.

The issuance was comprised of up to US$451 million in cash for specific uses subject to certain conditions and approvals, and the contribution and retirement of US$1,077 million in face value of GOL’s outstanding bonds representing 83% of the bonds maturing in 2024, 47% of the bonds maturing in 2025, 61% of the bonds maturing in 2026 and 10% of the Perpetuals. These bonds have been canceled representing a discount to par of US$312.6 million. Pro forma for the transaction, the net debt of GOL will be reduced by over US$100 million and will result in more than US$30 million in annual interest expense savings.

The transaction represents one of the largest completed liability management and comprehensive refinancing transactions in both the airline industry and the emerging markets. This transaction also represents the tenth liability management or capital raising transaction that GOL has completed since the onset of the Covid-19 pandemic.

As a result of this liability management operation, GOL obtained a series of important benefits in its capital structure and a significant improvement in its credit profile by increasing the average maturity of its bonds from 2.5 to 4.4 years, access to up to US$451 million of cash resources, and a significant reduction in annual interest payments.

Operational and Financial Indicators

(1) Source: Central Bank of Brazil; (2) Source: Bloomberg; (3) Fuel expenses excluding hedge results and PIS and COFINS/liters credits consumed; (4) Medium fleet excluding sub-leased aircraft and MRO aircraft. Some figures may differ from quarterly information - ITR due to rounding. (5) Excludes non-recurring expenses

Domestic Market

Demand in the domestic market reached 8,208 million RPK, an increase of 14.6% compared to 4Q21, and 85% of RPK recorded in 4Q19.

Supply in the domestic market in turn reached 10,185 million ASK, representing an increase of 17.6% compared to 4Q21, and 87% of the levels reached in 4Q19.

The occupancy rate was 80.6% and the Company transported approximately 7.4 million Customers in 4Q22, an increase of 22.4% compared to the same quarter of the previous year.

International Market

The supply in the international market, measured in ASK, was 1.189 million, and the demand (in RPK) was 899 million. The percentage comparison to 4Q21 is distorted by the fact that the previous base is almost nil.

During this period GOL transported approximately 348,000 passengers in this market.

Volume of Departures and Total Seats

In 4Q22, the Company’s total volume of takeoffs was 57,166, representing an increase of 26.4% compared to 4Q21. The total number of seats available on the market was 9.9 million, representing an increase of 26.2% compared to the same period in 2021.

PRASK, RASK and Yield

Net PRASK in 4Q22 was 21% higher compared to 4Q21, reaching 38.56 cents (R$). The Company's net RASK was 41.55 cents (R$), representing an increase of 25.3% also compared to the same period of the previous year. Net yield recorded in 4Q22 was 48.16 cents (R$), resulting in an increase of 24.8% compared to 4Q21.

All profitability indicators for the quarter, described above, also showed significant evolution compared to the same period in 2019, demonstrating the Company's continued and efficient capacity management and pricing.

Fleet

At the end of 4Q22, GOL’s total fleet was 146 Boeing 737 aircraft, of which 106 were NGs, 38 were MAXs and 2 Cargo NGs. The Company’s fleet is 100% composed of medium-sized aircraft (narrowbody), with 97% financed via operating leases and 3% financed via finance leases.

As of December 31, 2022, GOL had 91 firm orders for the acquisition of Boeing 737-MAX aircraft, of which 66 were for the 737-MAX 8 model and 25 for the 737-MAX 10 model. The Company's fleet plan provides for the return of about 17 operational aircraft by the end of 2023, with the flexibility to accelerate or reduce the volume of returns if necessary.

Glossary of Industry Terms

Report of the Statutory Audit Committee (“SAC”)

The Statutory Audit Committee (“CAE”) is a statutory body linked to the Board of Directors of Gol Linhas Aéreas Inteligentes S.A. (“Company”), with three independent members in the Board of Directors, elected annually by the Board Members, with one of them qualified as a Financial Expert. CAE's main duties, under its charter, are supervising the quality and integrity of the reports and financial statements, adopt legal, regulatory and statutory standards, adjust procedures linked to risk management, policies and procedures for internal controls and the internal auditors’ activities. Additionally, CAE oversees the independent auditors’ work, including their independence, quality and efficiency of the services, besides any disagreement with the Management, and approves their audit fees. CAE also resolves on the audit registration and activity regarding the Brazilian securities market (CVM), besides working as an Audit Committee, complying with the Sarbanes Oxley Act, to which the Company is subject as a company registered with the Securities and Exchange Commission (“SEC”). Transactions with related parties, activities related to risk and compliance monitoring and the operation of the installed complaints and denouncements channel are also supervised by the CAE.

Below are CAE’s activities carried out at the six meetings in the fiscal year ended December 31, 2022:

·        CAE’s coordinator established the agenda and chaired CAE’s meetings;

·        Evaluated the annual work plan and discussed the results of the independent auditors’ activities for 2022;

·        Oversaw the activities and work of the Company's internal audit, assessing the annual work plan and discussing the results of the activities and reviews. The points made by the internal audit on improving the internal control area were discussed with the managers/executive officers to implement continuous improvements.

·        Supervised and assessed the effectiveness, quality and integrity of internal control tools to, among others, monitor compliance with provisions linked to the integrity of financial statements, including quarterly financial information and other interim statements;

·        Supervised, with the Management and the internal audit, different contracts between the Company or its subsidiaries, on the one hand, and the controlling shareholder, on the other hand, to verify the compliance with the Company's policies and controls on transactions with parties related;

·        Held meetings with the independent auditors, Ernst & Young Auditores Independentes S.S Ltda., to comply with CVM and the U.S. Securities and Exchange Commission, addressing, among others, the following matters: hiring, relationship and communication between CAE and the external auditors, the scope of the auditors' work and findings of the independent auditors’ work plan; and

·        Prepared the report on CAE’s activities and operation in 2022, following good corporate governance practices and applicable regulations.

Internal Control Systems

Based on the 2022 agenda, CAE addressed the main subjects linked to the Company's internal controls, evaluating risk mitigation measures and the Senior Management’s commitment to their continuous improvement.

Through the meetings with the Company's internal areas, the Statutory Audit Committee managed to offer to the Board of Directors suggestions to improve procedures, overseeing results already obtained in 2022.

Based on the year’s work, CAE believes that the Company’s and its subsidiaries’ internal control system is adequate for the size and complexity of their businesses and is structured to ensure effective operations and systems for financial reporting and compliance with applicable internal and external standards.

Corporate Risk Management

CAE’s members, in their legal duties and assignments, received information from the Management on relevant corporate risks, including continuity risks, making their assessments and recommendations to increase the effectiveness of risk management procedures, directly in the Board of Directors’ meetings, contributing to and ratifying the measures implemented in 2022.

Conclusion

CAE considered the facts submitted during the work and described in this Report to be adequate, recommending, in its opinion, the approval of the Company's audited financial statements for the fiscal year ended December 31, 2022.

São Paulo, March 21, 2023.

Germán Pasquale Quiroga Vilardo

Member of the Statutory Audit Committee

Marcela de Paiva Bomfim Teixeira

Member of the Statutory Audit Committee

Philipp Schiemer

Member of the Statutory Audit Committee

Fiscal Board’s Report

The Fiscal Board of Gol Linhas Aéreas Inteligentes S.A., within its legal and statutory assignments, after assessing the Management’s Report, Balance Sheet, Financial Statement, Comprehensive Income Statement, Statement of Changes in Shareholders' Equity, Statement of Cash Flows, Statement of Added Value and their Parent Company and Consolidated Notes for the fiscal year ended December 31, 2022, and with the Independent Auditors’ report, issues the opinion that the above document adequately reflect the Company’s equity and economic-financial position as of December 31, 2022, recognizing that they can be resolved by the Annual Shareholders’ Meeting.

São Paulo, March 21, 2023.

Renato Chiodaro

Chairman of the Fiscal Board

Marcelo Moraes

Members of the Fiscal Board

Carla Andrea Furtado Coelho

Members of the Fiscal Board

Executive Officers’ Statement on the Financial Statements

Complying with CVM Instruction 80/2022, the executive officers state that they discussed, reviewed and agreed with the financial statements for the fiscal year ended December 31, 2022.

São Paulo, March 21, 2023.

Celso Ferrer

Chief Executive Officer

Richard Freeman Lark Jr.

Executive Vice President, Chief Financial Officer and Investor Relations Officer

Statement of the Executive Officers on the Independent Auditor’s Report

Complying with CVM Instruction 80/2022, the Executive Board states that it discussed, reviewed and agreed with the opinion issued by Ernst & Young Auditores Independentes S/S Ltda. in the audit report on the financial statements for the fiscal year ended December 31, 2022.

São Paulo, March 21, 2023.

Celso Ferrer

Chief Executive Officer

Richard Freeman Lark Jr.

Executive Vice President, Chief Financial Officer and Investor Relations Officer

A free translation from Portuguese into English of independent auditor’s report on parent company and consolidated financial statements prepared in Brazilian currency in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS)

Independent auditor’s report on parent company and consolidated financial statements

To the

Management and Shareholders of

Gol Linhas Aéreas Inteligentes S.A.

Opinion

We have audited the parent company and consolidated financial statements of Gol Linhas Aéreas Inteligentes S.A. (the “Company”), identified as parent company and consolidated, respectively, which comprise the balance sheet as of December 31, 2022, and the statement of income (loss), comprehensive income (loss), of changes in shareholders’ equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the parent company and consolidated financial position of Gol Linhas Aéreas Inteligentes S.A. as of December 31, 2022, and its parent company and consolidated financial performance and cash flows for the year then ended in accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

Basis for opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the parent company and consolidated financial statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants, the professional standards issued by the Brazil’s National Association of State Boards of Accountancy (CFC) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

We draw attention to note 1.3 to the parent company and consolidated financial statements, which states that, according to the parent company and consolidated balance sheet as of December 31, 2022, the Company presented negative parent company and consolidated shareholders’ equity of R$21,359 million, as well as that current liabilities exceeded total current assets, parent company and consolidated, by R$545 million and R$10,868 million, respectively. As disclosed in note 1.3, these events or conditions, together with other matters described in note 1.3, indicate the existence of substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the parent company and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the “Significant uncertainty related to the Company`s ability to continue as a going concern” section, we determined that the matters below are the key audit matters that should be communicated in our report. For each matter below, our description of how our audit addressed the matter, including any commentary on the findings or outcome of our procedures, is provided in that context.

We have fulfilled the responsibilities described in the “Auditor’s responsibilities for the audit of the parent company and consolidated financial statements” section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

As disclosed in note 28 to the parent company and consolidated financial statements, as of December 31, 2022, the Company’s passenger transportation revenue was R$14,621 million. As disclosed in note 4.17.1 to the parent company and consolidated financial statements, passenger revenue is recognized when air transportation is provided.

The passenger transportation revenue recognition process is highly dependent on information technology systems and occur at a relevant volume. This process also takes into consideration other complex aspects that may affect revenue recognition, such as recording of tickets sold but not used, credits to passengers related to unused tickets, accounting for the performance obligation of the Company’s loyalty program, among others. Therefore, this was considered a key audit matter.

How we addressed the matter in our audit:

Our audit procedures included, among others, designing and performing audit procedures to test the underlying records of transaction data obtained from the IT systems; executing data analytics, including correlation analysis and tracing transactions to cash receipts; performing tests of details; testing the reconciliation of accounting records to transactional data from the transport of passengers flown and liabilities related to tickets sold and not used. We also assessed the Company’s disclosures in the respective notes to the parent company and consolidated financial statements as of December 31, 2022.

Based on the results of the audit procedures performed for passenger transportation revenue and liabilities related to tickets sold and not used, we considered that the criteria adopted by the Company, as well as the related disclosures in notes 4.17.1 and 28, are acceptable in the context of the parent company and consolidated financial statements taken as a whole.

As disclosed in note 22 to the parent company and consolidated financial statements, as of December 31, 2022, the Company’s provision for aircraft and engine return related to lease return costs for aircraft and engines under lease arrangements amounted to R$2,601 million. As described in notes 4.15.1 and 22.2 to the parent company and consolidated financial statements, certain lease arrangements contain provisions for the Company‘s obligations to fulfill certain return conditions at the end of the lease terms. The Company estimates lease return costs for aircraft and engines taking into account the anticipated aircraft and engines’ utilization patterns, historical maintenance events during the arrangement period, among other variables.

Auditing the Company’s provision for aircraft and engine return involved significant auditor judgment due to the uncertainty and complexity to estimate the amounts related to the anticipated aircraft and engines’ utilization patterns and anticipated return costs used by management to quantify the provision. Therefore, this was considered a key audit matter.

How we addressed the matter in our audit:

Our audit procedures included, among others, evaluating the estimation used by the Company to determine the provision for aircraft and engine return by testing a sample of lease arrangements with return condition clauses; comparing management’s plans for future utilization of aircraft and engines against the respective historical utilization patterns; evaluating the reasonableness of the Company’s anticipated return costs estimation process by reviewing the market price information; assessing the Company’s disclosures in the respective notes to the parent company and consolidated financial statements as of December 31, 2022.

Based on the results of the audit procedures performed for provision for aircraft and engine return, which are consistent with Company’s assessment, we considered that the criteria and assumptions applied to determine the aforementioned provision adopted by the Company, as well as the related disclosures in notes 4.15.1, 22 and 22.2, are acceptable in the context of the parent company and consolidated financial statements taken as a whole.

Other matters

Corresponding figures

The Company`s parent company and consolidated financial statements for the year ended December 31, 2021 were audited under the responsibility of other independent auditor, which issued an audit report on March 14, 2022, with an unmodified opinion over the parent company and consolidated financial statements.

Statements of value added

The parent company and consolidated statements of value added (SVA) for year ended December 31, 2022, prepared under the responsibility of Company management, and presented as supplementary information for purposes of IFRS, were submitted to audit procedures conducted together with the audit of the Company’s financial statements. To form our opinion, we evaluated if these statements are reconciled to the financial statements and accounting records, as applicable, and if their form and content comply with the criteria defined by NBC TG 09 – Statement of Value Added. In our opinion, these statements of value added were prepared fairly, in all material respects, in accordance with the criteria defined in abovementioned accounting pronouncement, and are consistent in relation to the overall parent company and consolidated financial statements.

Other information accompanying the parent company and consolidated financial statements and the auditor’s report

Management is responsible for such other information, which comprise the Management Report.

Our opinion on the parent company and consolidated financial statements does not cover the Management Report and we do not express any form of assurance conclusion thereon.

In connection with our audit of the parent company and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the Management Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the parent company and consolidated financial statements

Management is responsible for the preparation and fair presentation of the parent company and consolidated financial statements in accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the parent company and consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s and its subsidiaries’ financial reporting process.

Auditor’s responsibilities for the audit of the parent company and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the parent company and consolidated financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

We communicate with those charged with governance regarding, among other matters, the scope and timing of the planned audit procedures and significant audit findings, including deficiencies in internal control that we may have identified during our audit.

We also provided those charged with governance with a statement that we have complied with relevant ethical requirements, including applicable independence requirements, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

São Paulo, March 21, 2023.

ERNST & YOUNG

Auditores Independentes S/S Ltda.

CRC SP-034519/O

Original report in Portuguese signed by

Uilian Dias Castro de Oliveira

Accountant CRC SP223185/O

Balance Sheets December 31, 2022 and 2021 (In thousand of Brazilian Reais)

       Balance Sheet

The Notes form an integral part of these parent company and consolidated financial statements.

Balance Sheets December 31, 2022 and 2021 (In thousand of Brazilian Reais)

 

		Parent Company		Consolidated
Liabilities	Note	2022	2021	2022	2021
Current
Loans and Financing	15	274,733	164,304	1,126,629	634,614
Leases to Pay	16	-	-	1,948,258	2,057,687
Suppliers	17	41,520	84,335	2,274,503	1,820,056
Suppliers - Forfaiting	18	-	-	29,941	22,733
Salaries, Wages and Benefits		132	180	600,451	374,576
Taxes Payable	19	478	585	258,811	122,036
Landing Fees		-	-	1,173,158	911,174
Advance Ticket Sales	20	-	-	3,502,556	2,670,469
Mileage Program	21	-	-	1,576,849	1,298,782
Advances from Customers		-	-	354,904	237,092
Provisions	22	-	-	634,820	477,324
Derivatives Liabilities	32.2	-	-	519	-
Other Liabilities		337,612	85,843	379,848	455,251
Total Current		654,475	335,247	13,861,247	11,081,794
Non-Current
Loans and Financing	15	10,149,073	9,857,264	10,858,262	11,265,416
Leases to Pay	16	-	-	9,258,701	8,705,297
Suppliers	17	-	16	45,451	78,914
Salaries, Wages and Benefits		-	-	285,736	25,919
Taxes Payable	19	-	-	265,112	24,414
Landing Fees		-	-	218,459	277,060
Mileage Program	21	-	-	292,455	318,349
Provisions	22	-	-	2,894,983	3,109,998
Deferred Taxes	12	-	-	36.354	411
Obligations to Related Parties	27.1	145,434	6,692	-	-
Derivatives liabilities	32.2	-	-	17	-
Provision for Investment Losses	23	17,910,984	18,292,878	-	-
Other Liabilities		251,761	495,923	312,323	568,449
Total Non-Current		28,457,252	28,652,773	24,467,853	24,374,227
Shareholders’ Equity
Share Capital	24.1	4,040,397	4,039,112	4,040,397	4,039,112
Shares to Issue		-	3	-	3
Treasury Shares	24.2	(38,910)	(41,514)	(38,910)	(41,514)
Capital Reserve		1,178,568	208,711	1,178,568	208,711
Equity Valuation Adjustments		(770,489)	(1,053,082)	(770,489)	(1,053,082)
Accumulated Losses		(25,768,381)	(24,206,908)	(25,768,381)	(24,206,908)
Negative Shareholders’ Equity (Deficit) Attributable to the Parent Company		(21,358,815)	(21,053,678)	(21,358,815)	(21,053,678)
Total		7,752,912	7,934,342	16,970,285	14,402,343

The Notes form an integral part of these parent company and consolidated financial statements.

Income Statement Fiscal Years ended December 31, 2022 and 2021 (In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

The Notes form an integral part of these parent company and consolidated financial statements.

Comprehensive Income Statements Fiscal Years ended December 31, 2022 and 2021 (In thousands of Brazilian Reais - R$)

 

	Parent Company			Consolidated
	2022	2021		2022	2021
Loss for the Fiscal Year	(1,561,473)	(7,221,538)		(1,561,473)	(7,183,804)
Other Comprehensive Income that will be Reversed to Income (Expenses)
Cash Flow Hedge, Net of Income Tax and Social Contribution	305,448	392,275		305,448	392,275
Actuarial Income (Loss) from Post-Employment Benefits, Net of Income Tax and Social Contribution	(17,514)	41,524		(17,514)	41,524
Cumulative Adjustment of Conversion into Subsidiaries	(5,341)	468		(5,341)	739
	282,593	434,267		282,593	434,538
Total Comprehensive Income (Expenses) for the Fiscal Year	(1,278,880)	(6,787,271)		(1,278,880)	(6,749,266)
Comprehensive Income (Expenses) Attributed to:
Shareholders of the Parent Company	(1,278,880)	(6,787,271)		(1,278,880)	(6,787,271)
Non-Controlling Shareholders	-	-		-	38,005

The Notes form an integral part of these parent company and consolidated financial statements.

Statements of Changes in Shareholders’ Equity Fiscal Years ended December 31, 2022 and 2021 (In thousands of Brazilian Reais - R$)

The Notes form an integral part of these parent company and consolidated financial statements.

Cash Flow Statements Fiscal Years ended December 31, 2022 and 2021 (In thousands of Brazilian Reais - R$)

	Parent Company		Consolidated
	2022	2021	2022	2021
Loss for the Fiscal Year	(1,561,473)	(7,221,538)	(1,561,473)	(7,183,804)
Adjustments to Reconcile the Net Loss to Cash Generated from Operating Activities
Depreciation - Aircraft Right of Use	-	-	1,085,629	673,205
Depreciation and Amortization – Others	-	-	634,505	662,608
Provision for Doubtful Accounts	-	-	3,268	1,233
Provisions for Inventory Obsolescence	-	-	4,876	687
Provision for Reduction of Deposits	-	-	(37,005)	13,574
Reversal of Provision for Losses on Advance to Suppliers	-	-	(1,091)	(4,364)
Adjustment to Present Value of provision for Aircraft Return	-	-	239,777	65,818
Deferred Taxes	(1,347)	(22,068)	34,496	(241,285)
Equity Pickup	1,055,450	6,394,162	-	-
Result of Transactions with Property, Plant and Equipment and Intangible Assets	-	-	68,276	3,881
Sale-Leaseback Gains	(104,711)	(2,113)	(140,368)	(5,913)
Amendment to Lease Agreements	-	-	(176,667)	(27,701)
Recognition of Provisions	-	-	278,382	2,408,648
Exchange Rate and Cash Changes, Net	(249,286)	227,417	(1,327,272)	1,462,918
Interest on Loans and Leases and Amortization of Costs	674,959	608,315	2,409,208	1,776,717
Derivative Financial Instruments	(42,025)	(200,267)	172,506	(131,144)
Share-Based Compensation	-	-	26,184	21,841
Other Provisions	-	-	(7,731)	(6,096)
Adjusted Net Income (Expenses)	(228,433)	(216,092)	1,705,500	(509,177)
Changes in Operating Assets and Liabilities:
Financial Investments	(437)	9,265	(98,500)	50,832
Trade Receivables	-	-	(44,458)	(111,571)
Inventories	-	-	(174,156)	(74,634)
Deposits	2,311	82,812	(307,819)	159,896
Advance to Suppliers and Third Parties	(36,913)	10,358	(4,785)	66,354
Taxes to Recover	(2,277)	3,774	1,085	255,992
Variable Leases	-	-	2,399	16,652
Suppliers	(43,073)	11,387	445,787	241,800
Suppliers – Forfaiting	-	-	7,208	22,733
Advance Ticket Sales	-	-	832,087	619,670
Mileage Program	-	-	252,173	36,169
Advances from Customers	-	-	117,812	209,195
Salaries, Wages and Benefits	(48)	(1)	485,692	65,825
Landing Fees	-	-	203,383	280,276
Taxes Payable	5	293	378,030	83,430
Liabilities with Derivative Transactions	-	-	(53,200)	128,415
Provisions	-	-	(444,358)	(507,158)
Other Credits (Liabilities)	44,090	260,934	(163,543)	418,228
Interest Paid	(665,580)	(601,060)	(971,008)	(704,409)
Income Tax Paid	(112)	-	(557)	(42,956)
Net Cash (Used in) from Operating Activities	(930,467)	(438,330)	2,168,772	705,562

Cash Flow Statements Fiscal Years ended December 31, 2022 and 2021 (In thousands of Brazilian Reais - R$)

Transactions that do not affect cash are presented in Note 33 of these Parent Company and Consolidated Financial Statements.

The Notes form an integral part of these parent company and consolidated financial statements.

Value Added Statements Fiscal Years ended December 31, 2022 and 2021 (In thousands of Brazilian Reais - R$)

 

	Parent Company		Consolidated
	2022	2021	2022	2021
Revenues
Passenger, Cargo, and Other Transportation	-	-	15,782,523	7,784,944
Other Operating Revenues	109,331	6,669	524,306	203,704
Provision for Doubtful Accounts	-	-	(3,268)	(1,233)
	109,331	6,669	16,303,561	7,987,415
Inputs Acquired from Third Parties (includes ICMS and IPI)
Fuel and Lubricant Suppliers	-	-	(7,022,730)	(2,697,791)
Materials, Energy, Third-Party Services, and Others	(259,664)	(159,818)	(3,897,234)	(4,897,043)
Aircraft Insurance	-	-	(45,405)	(48,849)
Sales and Marketing	(285)	(369)	(822,619)	(412,852)
Gross Added Value	(150,618)	(153,518)	4,515,573	(69,120)
Depreciation - Aircraft Right of Use	-	-	(1,085,629)	(673,205)
Depreciation and Amortization - Others	-	-	(634,505)	(662,608)
Net Added Value Produced by the Company	(150,618)	(153,518)	2,795,439	(1,404,933)
Added Value Received on Transfers
Equity Pick Up Method	(1,055,450)	(6,394,162)	-	-
Derivative Financial Instruments	42,025	200,267	(2,626)	198,752
Financial Revenue	207,138	290,925	147,876	246,007
Total Value Added (Distributed) to Distribute	(956,905)	(6,056,488)	2,940,689	(960,174)
Distribution of Value Added:
Direct Compensation	5,205	11,373	1,592,698	1,485,392
Benefits	-	-	221,790	207,339
FGTS	-	-	120,681	81,355
Personnel	5,205	11,373	1,935,169	1,774,086
Federal	4,474	(16,687)	249,469	369,886
State	-	-	22,964	16,617
Municipal	-	-	1,964	1,777
Taxes, Fees, and Contributions	4,474	(16,687)	274,397	388,280
Interest and Exchange Rate Change - Aircraft Leases	-	-	596,122	1,392,449
Interest and Exchange Rate Change - Others	594,849	1,170,364	1,386,962	2,564,012
Rents	-	-	110,355	104,479
Others	40	-	199,157	324
Third-Party Capital Compensation	594,889	1,170,364	2,292,596	4,061,264
Loss for the Fiscal Year	(1,561,473)	(7,221,538)	(1,561,473)	(7,221,538)
Net Profit of the Fiscal Year Attributed to Non-Controlling Shareholders	-	-	-	37,734
Shareholders’ Equity Compensation	(1,561,473)	(7,221,538)	(1,561,473)	(7,183,804)
Total Value Added Distributed (to Distribute)	(956,905)	(6,056,488)	2,940,689	(960,174)

The Notes form an integral part of these parent company and consolidated financial statements.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GOL”) is a limited liability company incorporated on March 12, 2004 under Brazilian laws. The Company’s bylaws states that the corporate purpose is exercising the equity control of GOL Linhas Aéreas S.A. (“GLA”), which provides scheduled and non-scheduled air transportation services for passengers and cargo, maintenance services for aircraft and components, develops frequent-flyer programs, among others.

The Company’s shares are traded on B3 S.A. - Brasil, Bolsa, Balcão (“B3”) and on the New York Stock Exchange (“NYSE”) under the ticker GOLL4 and GOL, respectively. The Company adopts B3’s Special Corporate Governance Practices Level 2 and is part of the Special Corporate Governance (“IGC”) and Special Tag Along (“ITAG”) indexes, created to distinguish companies that commit to special corporate governance practices.

The Company’s official headquarters are located at Praça Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.

The corporate structure of the Company and its subsidiaries, on December 31, 2022, is shown below:

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The Company's equity interest in the capital stock of its subsidiaries, on December 31, 2022, is presented below:

The subsidiaries GAC Inc., GOL Finance, and GOL Finance Inc. are entities created for the specific purpose of continuing financial operations and related to the Company's fleet. They do not have their own governing body and decision-making autonomy. Therefore, their assets and liabilities are consolidated in the Parent Company.

GTX S.A., direct subsidiary by the Company, is pre-operational and its corporate purpose is to manage its own assets and have an interest in the capital of other companies.

Smiles Viagens e Turismo S.A. (“Smiles Viagens”) has as main purpose intermediating travel organization services by booking or selling airline tickets, accommodation, tours, among others. The subsidiaries Smiles Fidelidade Argentina and Smiles Viajes Y Turismo S.A., both headquartered in Buenos Aires, Argentina, have the purpose to promote Smiles Program’s operations and the sale of airline tickets in this country.

The investment funds AirFim and Fundo Sorriso, controlled by GLA have the characteristic of an exclusive fund and act as an extension to carry out operations with derivatives and financial investments, so that the Company consolidates the assets and liabilities of this fund.

The first days of 2022 featured a significant growth in Covid-19 cases, with the “Omicron” variant, which led to flights cancelled by several companies in Brazil and worldwide. Through its flexible business model based on a single type of fleet, GOL did not see any operational impact in the period, with regularity above 99% and market leadership in domestic routes.

In February 2022, Russia launched a military invasion of Ukraine, severely escalating the existing conflict between these countries and generating impacts of reduction in global investments and in the supply of oil production due to the sanctions imposed by the international community on Russia. As a consequence, Brent and WTI oil, as well as the differentials for Heating Oil and Jet Fuel distillates rose sharply during the year 2022, higher than the previous period and resulted in the historical record level of aviation kerosene prices for the third quarter of 2022, as seen in the increase in costs of this nature in note 29. In view of this increase, the Company uses its capacity management to optimize the pricing of its fares, increase productivity and mitigating cost increase, in addition to evaluating protection strategies of future exposure and participate in sectoral negotiations in order to mitigate the impact on the operating margin.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The results of the period demonstrate a consistent recovery in demand, with plans to return to pre-pandemic levels in the coming quarters, with the Company having increased the domestic offer, measured by the ASK, at 40.2% on this period compared to the same period in 2021 and observed an increase of 36.7% in domestic demand, measured by RPK following the same comparison.

In order to keep up with the resumption of demand and increase its positioning in the regional market, the Company, in addition to inaugurating new routes in this market, also signed agreements with new partners and expanded frequencies on previously operated routes.

Throughout 2022, the operational network resumed and the offer normalized at levels close to 2019, having reached in the fourth quarter of 2022 86% of the supply equivalent to the same period of 2019. However, the result for the period bears the impacts of the pandemic period that led to a reduction in the network. In response to the drop in demand and crew availability, the costs of depreciation of flight equipment not directly related to the revenues generated in the period were reclassified from costs to other operating expenses.

The table below details the reclassifications made to period ended December 31, 2022, linked directly to the Covid-19 pandemic and additional disclosures:

In the preparation of this financial statement, the Management considered the most recent forecasts available, duly reflected in the Company's business plans.

On December 31, 2022, the Company’s negative individual and consolidated net working capital reached R$544,653 and R$10,867,704, respectively (R$95,229 and R$8,393,753 negative on December 31, 2021). This is mainly due to an increased advance ticket sales and mileage program, on December 31, 2022, these obligations totaled R$5,079,405 (R$3,969,251 on December 31, 2021), which are expected to be substantially carried out with the Company’s services.

On December 31, 2022, the Company also had a negative shareholders’ equity position attributed to the controlling shareholders, totaling R$21,358,815 (R$21,053,678 negative on December 31, 2021). The variation observed is mainly due to loss for the fiscal year, partially offset by the capital increase carried out in the context of the investment agreement with American Airlines (Note 1.4).

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The Company is highly sensitive to the macroeconomic scenario and Brazilian Real’s volatility, as approximately 93.7% of the indebtedness (loans and financing and leases) is linked to US dollars (“US$”) and 47.8% of costs are also linked to US dollars, while the capacity to adjust ticket prices charged to its customers in order to offset the U.S. dollar appreciation is dependent on capacity (offer) and ticket prices practiced by the competitors.

Over the past five years, Management has taken many measures to adapt the size of its fleet to demand, matching the supply of seats to demand and thus keeping high load factors, reducing costs and adjusting its capital structure, with highlight to the issuance of Senior Secured Amortizing Notes, in the amount of US$ 196 million (Note 1.9) in 2022, and in 2023 the closing of the transaction related to the issuance of Senior Secured Notes due in 2028, in the amount of US$ 1.4 billion (Note 1.7 and 35.2). These measures will lead to an improvement in the Company’s capital structure and liquidity.

Our Parent Company and Consolidated Financial Statements have been prepared on an accounting base of continuity, which includes the continuity of operations, realization of assets and compliance with liabilities and commitments in the usual course of business, in compliance with the business plan prepared by Management, reviewed and approved by GOL's Board of Directors.

Although there is still significant uncertainty about how long it will take for the airline industry to recover, and this leads to a material uncertainty about our ability to remain in operation, on December 31, 2022, the Parent Company and Consolidated Financial Statements do not include any adjustments that may result from the inability to continue operating.

In the period ended December 31, 2022, GOL and American Airlines formalized an agreement to expand their commercial cooperation, with an investment of R$948,320, paid up in cash by American Airlines for 22,224,513 preferred shares of the Company. As of this transaction, American Airlines has the right to appoint a member to the Company's Board of Directors for the next 3 years, having appointed Mr. Anmol Bhargava.

The exclusive codeshare agreement furthers the relationship between the two airlines, with more travel opportunities for passengers and improving the customer experience and GOL's competitive position on routes that connect North and South America. The investment agreement, in addition to the terms of confidentiality, exclusivity and cooperation, provides for certain restrictions on changes in the Company's capital.

In the fiscal year ended December 31, 2022, the Company received 15 Boeing 737-MAX aircraft, and continued the fleet transformation plan to replace Boeing 737 NG aircraft with Boeing 737-MAX aircraft.

The Boeing 737-MAX consumes around 15% less fuel and produces around 16% less carbon and 40% less noise, besides having a longer flight range when compared to Boeing 737-NG aircraft.

With the demand’s recovery, the advanced vaccination in several states and markets, operations close to resuming pre-pandemic levels and significantly higher macroeconomic variables linked to costs due to the exchange rate and mainly the aviation fuel price, there is an increased need to advance the replacement of the current fleet of 737-NG.

Besides, the Company managed to obtain agreements to acquire new 737 MAX aircraft with more favorable conditions compared to the pre-pandemic period, due to new facility lines to finance these aircraft and balance the Company's financing portfolio.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

Due to the advanced fleet transformation, the Company will return 737-NG aircraft, with relevant future disbursements estimated, as disclosed in Note 22.2, which may be compensated with deposits disclosed in Note 9.

In April 2022, the Company signed a 10-year cargo service agreement with Mercado Livre. This agreement provides for a dedicated cargo fleet with 6 (six) Boeing 737-800 BCFs, allowing including another 6 cargo aircraft by 2025. In the period ended December 31, 2022, the Company received 2 cargo aircraft, having started operations in September of 2022.

GOL's agreement with Mercado Livre is part of the Company's investment to meet the needs of the growing Brazilian e-commerce market. As a result, the Company plans to expand its services and significantly increase the available cargo carrying capacity in tons in 2023 to generate additional revenue.

On May 11, 2022, the Company received a mail from its controlling shareholder MOBI Fundo de Investimento em Ações Investimento no Exterior (“MOBI FIA”) notifying that a Master Contribution Agreement was signed with the main shareholders of Investment Vehicle 1 Limited (“Avianca Holding”), including Kingsland International Group S.A., Elliott International L.P. and South Lake One LLC.

Under the Master Contribution Agreement, MOBI FIA will contribute with its shares in GOL and major investors in Avianca Holding will contribute with their shares in Avianca Holding to create a privately held company, incorporated under the laws of England and Wales. GOL and Avianca will continue to operate independently and keep their brands and cultures.

On March 1^st, 2023, the Company's controlling shareholder, MOBI FIA, announced the completion of the corporate transaction provided for in the Master Contribution Agreement, on this date transferred to Abra Group Limited, a company incorporated under the laws of England and Wales (“Abra”) all shares issued by the Company held by MOBI FIA. On March 3, 2023 the Company announced the closing of the private placement with Abra's investors and concurrently the Company completed the closing of Abra's private investment in the Company through Senior Secured Notes due 2028 which will be issued in the amount of US$1.4 billion.

The Master Contribution Agreement provides that the main investors of Avianca and other parties to the Master Contribution Agreement will contribute their shares issued by Avianca to Abra, in exchange for common shares issued by Abra, which is expected to be completed by the end of the March. The parties to the Master Contribution Agreement will enter into a Shareholders' Agreement to govern their rights and obligations as shareholders of Abra, with MOBI FIA (and, indirectly, the Constantino brothers) and the Major Investors of Avianca becoming co-controllers of Abra.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

On June 8, 2021, GOL signed an agreement to acquire MAP Transportes Aéreos Ltda., a domestic Brazilian airline with routes to regional destinations from Congonhas Airport in São Paulo, considering the Company's commitment to expand the air transportation demand and rationally consolidate in the domestic market as the country's economy recovers from Covid-19.

On December 30, 2021, through SG Order 1929/2021, the Administrative Council for Economic Defense (CADE) approved the operation without restrictions. The conclusion of the transaction is subject to other precedent conditions, which have not yet been fulfilled. Therefore, on December 31, 2022, there are no impacts on the Company's Financial Statements.

MAP may be acquired for R$28 million to be paid only after meeting all precedent conditions, through 100,000 preferred shares (GOLL4) at R$28.00 per share and R$25 million in cash in 24 monthly installments. At closing, the Company will assume up to R$100 million in MAP's financial commitments.

This transaction should bring as main benefits: (i) expanded new routes; (ii) higher seat supply to historically under-offered markets; and (iii) improved efficient operations.

On December 30, 2022 GOL, through its subsidiary GOL Finance, issued Senior Secured Amortizing Notes bearing 5.00% p.a. and maturing in 2026 (series A) and Subordinated Secured Amortizing Notes bearing 3.00% p.a. and maturing in 2025 (series B), in a total volume of US$196 million.

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

The Notes have na average grace period of 12 months. After the grace 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 at any time at face value and are guaranteed by a fiduciary assignment of receivables unencumbered by GOL Linhas Aéreas S.A. (“GLA”).

On September 15, 2022, the Company entered into an agreement with the Comptroller General of the Union of Brazil ("CGU"), with the United States Department of Justice ("DoJ") and with the U.S. Securities and Exchange Commission ("SEC") to terminate investigations into payments made by GOL between 2012 and 2013 to politically exposed persons, including Brazilian government officials, as a result of a December 2016 GOL report to the SEC and to the Securities and Exchange Commission ("CVM").

Pursuant to the agreements entered into, the authorities acknowledged the Compliance program, internal controls, and Company’s anti-corruption procedures: (a) GOL agreed to pay the full amount of US$3.4 million to CGU to be deducted from payments due to the DoJ and SEC as described below; (b) the DoJ has agreed by the filing of the indictment, whereby it was determined that no compliance monitoring will be required and that the company agreed to report annually, for three years, to the DoJ remediation and implementation of Compliance measures related to anti-corruption policies, procedures and practices; (c) GOL agreed to pay US$17.0 million to the DoJ and US$24.5 million to the SEC in penalties and interest for the early judgment related to the reduction of payroll tax and fuel tax between 2012 and 2013 that benefited the Company along with other companies and airlines. Of which US$20.25 million has been paid to the DoJ and SEC, with US$12.6 being oaid in September 2022 and US$ 7.65 in December 2022. The balance will be paid in the next two years; and (d) the payment of US$3.4 million by GOL to CGU which, as described above, will be credited by the DoJ and the SEC and may be deducted from the payments due to them.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The Company’s Parent Company and Consolidated Financial Statements were prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The accounting practices adopted in Brazil include those in the Brazilian Corporation Law and in the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

The Company’s Parent Company and Consolidated Financial Statements was prepared using the Brazilian real (“R$”) as the functional and presentation currency, figures are expressed in thousands of Brazilian Reais, except when otherwise indicated. The items disclosed in foreign currencies are duly identified, when applicable.

The preparation of the Parent Company and Consolidated Financial Statements requires the Management to make judgments, use estimates and adopt assumptions affecting the amounts presented of revenues, expenses, assets and liabilities. However, the uncertainty regarding these judgments, assumptions and estimates could give rise to results that require a significant adjustment of the book value of certain assets and liabilities in future reporting years.

The Company is continually reviewing its judgments, estimates, and assumptions.

The Management, when preparing these financial statements, used the following disclosure criteria: (i) regulatory requirements; (ii) relevance and specificity of the information on the Company’s operations to users; (iii) the informational needs of users of financial statements; and (iv) information from other entities in the same industry, mainly in the international market.

The Management confirms that all material information in this Parent Company and Consolidated Financial Statements is being demonstrated and corresponds to the information used by the Management in the development of its business management activities.

The Parent Company and Consolidated Financial Statements has been prepared based on historical cost, with the exception of the following material items recognized in the balance sheets:

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

·      cash, cash equivalents and financial investments measured at fair value;

·      derivative financial instruments measured at fair value; and

·      investments accounted for using the equity method.

The Company’s Parent Company and Consolidated Financial Statements for the fiscal year ended December 31, 2022 has been prepared assuming that it will continue as going concern, realizing assets, and settling liabilities in the normal course of business. See details in Note 1.3, relating to significant uncertainty about our ability to continue as a going concern.

These Parent Company and Consolidated Financial Statements were approved and authorized by the Board of Directors on a meeting held March 21, 2023.

The Company consolidates all entities over which it has control, control is obtained when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to direct the relevant activities of the investee.

It is usually assumed that a majority of voting rights results in control. To support this assumption, and when the Company holds less than a majority of the voting rights of an investee, the Company considers all relevant facts and circumstances when assessing if it has power over an investee. The Company reassesses if it has control of an investee if facts and circumstances indicate changes in one or more elements of control listed above.

The consolidation of a subsidiary starts when the Company obtains control over the subsidiary. It ends when the Company loses control over the subsidiary. The change in equity interest in a subsidiary, without losing control, is accounted for as an equity transaction.

Accounting practices were uniformly applied to all consolidated companies, consistent with those used by the parent company and adopted in the previous year. All transactions and balances between GOL and its subsidiaries were eliminated in the consolidation, as well as the unrealized profits or losses from these transactions, including charges and taxes. The Income (Expenses) and each item in Other Comprehensive Income (Expenses) are attributed to both the controlling and non-controlling shareholders, even if doing so results in a loss to non-controlling shareholders.

In the parent company financial statements, the Company's investments in its subsidiaries are accounted for using the equity method.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The Company classifies in this group the balances of cash, automatic bank deposits and financial investments, and securities with immediate liquidity, which, according to analyzes, are readily convertible into a known amount of cash with an insignificant risk of change in value. Financial investments classified in this group, due to their very nature, are measured at fair value through income (expenses) and will be used by the Company in a short period of time.

In the presentation and measurement of financial assets, the Company considers the provisions of CPC 48 - “Financial Instruments”, corresponding to IFRS 9, which establishes that financial assets must be initially measured at fair value less costs directly linked to their acquisition. In turn, the subsequent measurement is divided into two categories:

Financial investments are measured at amortized cost when both of the following conditions are met:

·      the Company plans to hold the financial asset to collect the contractual cash flows; and

·      the contractual cash flows represent only the payments of interest and principal (“SPPI”).

Financial investments measured at fair value are divided into two categories:

·      Through Comprehensive Income (Expenses): This category is applicable when both of the following conditions are met: (i) the Company plans to hold the financial asset to collect the contractual cash flows and sell the asset; and (ii) the contractual cash flows represent SPPI;

·      Through profit or loss: Considered a residual category, that is, if the Company does not plan to hold the financial asset to collect the contractual cash flows and/or sell the asset, it must be measured at fair value through profit or loss. The Company may also choose, upon initial recognition, to designate the financial asset as measured at fair value through income (expenses), to eliminate or significantly reduce measurement or recognition inconsistencies, called "accounting mismatch". The financial instruments designated at fair value through income (expenses) are to eliminate or significantly reduce an accounting mismatch, thus appraised at market value.

Financial investments assigned as guarantees linked to short- and long-term financial instruments, deposits for leasing operations and other passive operations are disclosed in Note 6.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

They are measured based on the invoiced figure, net of estimated losses from doubtful accounts, and approximate the fair value given their short-term nature. In compliance with CPC 48 - “Financial Instruments”, corresponding to IFRS 9, the estimated losses from doubtful accounts was measured through a simplified approach, using historical data, projecting the expected loss over the contractual life, by segmenting the receivables portfolio into groups that have the same receipt pattern and according to the respective maturity terms. In addition, for certain cases, the Company carries out individual analyzes to assess the receipt risks.

Inventory balances mainly include materials for maintenance and replacement of parts. Inventories are measured at the average acquisition cost plus expenses such as non-recoverable taxes and customs expenses incurred in the acquisition and transportation expenses until the current location of the items. Provisions for inventory obsolescence are recorded for those items that have no expectation of realization.

In Brazil, includes income tax (“IRPJ”) and social contribution on profit (“CSLL”), which are calculated monthly based on the taxable income, after offsetting tax losses and negative social contribution base, limited to 30% of the taxable income, applying the rate of 15% plus an additional 10% for the IRPJ and 9% for the CSLL.

Deferred taxes represent credits and debits on IRPJ’s tax losses and negative CSLL bases, as well as temporary differences between the tax and accounting bases. Deferred tax and contribution assets and liabilities are classified as non-current.

An impairment loss on these assets is recognized when the Company’s internal studies indicate that the future use of these credits is not probable.

Deferred tax assets and liabilities are shown net if there is an enforceable legal right to offset tax liabilities against tax assets. However, for presentation purposes, if related to taxes levied by the same tax authority under the same taxable entity, the balances of tax assets and liabilities that do not meet the legal criterion of realization are disclosed separately. Deferred tax assets and liabilities were measured at the rates that are expected to be applicable in the period in which the asset is realized, or the liability is settled, based on the tax rates and legislation in force on the date of the financial statements.

The forecast of future taxable income on tax losses and negative social contribution base is prepared based on the business plans and are reviewed and approved annually by the Company’s Board of Directors.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

Variations in interest rates, in foreign exchange rates and aviation fuel prices expose the Company and its subsidiaries to risks that may affect their financial performance. To mitigate such risks, the Company, through its subsidiaries, contracts derivative financial instruments that may or may not be designated for hedge accounting and, if designated, are classified as cash flow hedge.

Derivatives financial instruments are measured at fair value at recognition and at subsequent reporting dates.

The Company may contract derivative financial instruments that are not designated for hedge accounting when the Risk Management’s purposes do not require such classification. Transactions not designated as hedge accounting have the change in their fair value accounted for directly in the financial income (expenses).

The instruments designated as cash flow hedge have the purpose of protecting future income (expenses) from changes in interest rates, fuel prices and in foreign exchange. The actualness of the variations is estimated based on statistical methods of correlation and by the proportion between the hedge’s gains and losses and the variation of the costs and expenses protected. The actual variations in fair value are recorded in the shareholders’ equity in “Other Comprehensive Income (Expenses)”, up to the recognition of the result of the hedge’s object. The inefficiencies found in each reporting period are recognized in the financial income (expenses). The hedge transactions in “Other Comprehensive Income (Expenses)” are net of tax effects.

The hedge accounting is discontinued prospectively when the Company and its subsidiaries (i) cancel the protection relationship; (ii) the derivative instrument expires or is sold, terminated or executed, (iii) when there is low predictability of realization of the hedge’s object, or (iv) when it no longer qualifies as hedge accounting. If the operation is discontinued, any gains or losses previously recognized in “Other Comprehensive Income (Expenses)” and year-to-date in the shareholders’ equity up to that date are immediately recognized in the result for the year.

Refer to payments made in US dollars to lessors for the future maintenance of aircraft and engines. The realization of these assets occurs, substantially, in the use of the deposit for payment to the workshop when the maintenance is carried out or through the receipt of financial resources, according to the negotiations carried out with the lessors. The exchange rate change of these payments is recognized as an expense or income in the financial income (expenses). The Management regularly assesses the impairment of these deposits based on the eligibility of the application of such amounts in future maintenance events and believes that the figures reflected in the balance sheet are realizable.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

Some of the agreements foresee that, if there are no maintenance events with the possibility of using the deposits, the deposits for this operation are not refundable. Such amounts are retained by the lessor and represent payments made according to the use of the components until the return date. Thus, the figures in this category are recognized directly in the income (expenses) for the Fiscal Year under “Maintenance and Repair Material”, considering the regular impairment test or when the asset is returned.

In the course of the lawsuits brought against the Company and on which the legitimacy of the claims is questioned, the Company may be required to make appeals and/or court deposits to continue its defense strategy. These amounts are monetarily restated, mostly by inflation indexes, and are characterized as resources not immediately available to the Company, pending a judicial decision.

Deposits and guarantees are denominated in US dollars and updated monthly by the foreign exchange rates. Deposits are refundable to the Company at the end of the lease agreements or offset against future obligations formalized upon return of the leased asset.

Property, plant, and equipment, including rotables (spare parts), are recorded at acquisition and/or construction cost. Interest and financial charges directly related to the acquisition, construction, or production of a good that necessarily requires significant time to complete are capitalized as part of the cost of the asset.

Every item of the property, plant, and equipment that has a significant cost in relation to the total asset is depreciated separately. The estimated economic useful life of property, plant, and equipment, for purposes of depreciation, is shown in Note 13.

The estimated market price at the end of its useful life is the premise used to set the residual value of the Company’s property, plant, and equipment. The residual value and useful life of the assets are reviewed annually by the Company. Any variation due to changes in the expectation of using such items results in prospective changes.

The book value of the property, plant, and equipment is analyzed to verify possible impairment loss when facts or changes in circumstances indicate that the book value is greater than the estimated recoverable amount. The book value of the aircraft is annually tested for impairment, even if there are no circumstances that indicate losses.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

An item of property, plant and equipment is written off after divestment or when there are no future economic benefits from the asset's continued use. Any gains or losses on the sale or write-off of an item are established by the difference between the amount received on the sale and the book value of the asset and are recognized in the income (expenses).

Additionally, the Company adopts the following treatment for the groups below:

Refers to advances in US dollars made to Boeing for the acquisition of 737-MAX aircraft. Advances are converted at the historical rate.

Lease agreements are recognized, measured, presented and disclosed as per the current standard, CPC 06 (R2) - “Leases”, corresponding to IFRS 16. The Company adopts recognition exemptions for lessees, set forth in the standard, for short-term leases and “low value” assets.

The Company recognizes the right-of-use assets on the lease’s starting date (that is, on the date on which the asset is available for use). The assets with right of use include recognized lease liabilities, initial direct costs incurred and lease payments made up to the start date, less any lease incentives received. The initial measurement of a right-of-use asset also includes an estimate of the costs to be incurred by the Company in returning the underlying asset, restoring the underlying asset to the condition required by the lease terms and conditions. The Company incurs an obligation for these costs, either on the start date or due to having used the asset during the term of the contract.

After the start date, assets with right of use are measured at cost, less year-to-date depreciation and impairment losses, and adjusted for any new remeasurement of lease liabilities. Assets with right of use are depreciated on a straight-line base for the shortest period between the lease term and the estimated useful life of the assets. In certain cases, if the ownership of the leased asset is transferred to the Company at the end of the lease term or if the cost represents the exercise of a call option, depreciation is calculated using the estimated useful life of the asset.

On the lease’s starting date, the Company recognizes the present value of lease payments to be made during the lease term period according to the scheduled flow. Lease payments include; (i) fixed payments (mainly including fixed payments) less any lease incentives receivable; (ii) variable lease payments that depend on an index or rate; and (iii) amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a call option reasonably certain to be exercised by the Company and payments of fines for terminating the lease, if the lease term reflects the exercise of the option to terminate the lease by the Company.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

When calculating the present value of lease payments, the Company uses its incremental loan rate on the starting date, when the interest rate implied by the lease cannot be immediately determined.

Variable lease payments that do not depend on an index or rate are recognized as expenses in the period in which the event or condition that generates these payments occurs.

After the starting date, the value of the lease liability is increased to reflect the time elapsed and, thus, the increase in interest and reduced for the lease payments made. Besides, the book value of the lease liability is remeasured if there is any change in the lease, considering the change in the lease term, change in the lease payments (for example, changes in future payments from a change in an index or rate used to determine such lease payments) or change in the valuation of a call option for the underlying asset.

The Company reassesses the lease liability whenever certain events occur and recognizes the remeasured balance of the lease liability as an adjustment to the right-of-use asset. However, if the book value of the right-of-use asset is reduced to zero and there is a further drop in the measured ease liability, the Company recognizes any remaining balance of the remeasured income (expenses).

Sale-leaseback transactions occur when the Company sells an asset and leases it back. These transactions are initially analyzed within the scope of CPC 47 - "Customer Contract Revenue", equivalent to IFRS 15, with the aim of verifying whether the performance obligation has been met, and therefore accounting for the sale of the asset.

Once this requirement is met, the recognition of the result of sale-leaseback transactions uses the fair value of the traded asset as a reference. For new goods, the source of information for obtaining fair value are market prices for items of a similar nature, considering the condition of the good. If the item already belongs to Gol, the calculation for fair value intelligence is carried out using an internal methodology, based on the methodology applied in the market.

After the fair value is defined, gains or losses are initially calculated based on the difference between the fair value and the book value of the assets and subsequently adjusted according to the proportionality of the right of use transferred to the lessor (the latter being the actual value recognized in the result as income or loss).

The proportionality calculation is carried out considering the present value of the lease payments adjusted by the advances or additional financing.

Expenses with major maintenance events, which include replacement of parts and labor, are capitalized only when there is an extension of the estimated useful life of the corresponding asset. Such costs are capitalized and depreciated over the estimated period to be incurred until the next major maintenance or the return of the good, whenever comes first. Expenses incurred that do not extend the useful lives of assets are recognized directly in the financial statement.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

Intangible assets acquired are measured at the cost of their initial recognition. The useful life of an intangible asset is evaluated as finite or indefinite. Intangible assets generated internally, excluding development costs, are not capitalized, and expenses are reflected in the income statement for the year in which they were incurred.

After initial recognition, intangible assets with finite useful lives are stated at cost, less the year-to-date amortization and impairment losses, when applicable. Intangible assets with finite lives are amortized over their useful economic lives and are assessed for impairment whenever there is an indication of impairment. The amortization period and method for an intangible asset with a finite life are reviewed at least at the end of each fiscal year. The amortization of intangible assets with finite lives is recognized in the financial statement in the expense category consistent with the use of the intangible asset.

In this category, the amounts corresponding to the goodwill from business combinations carried out by the Company and its subsidiaries are recorded. The goodwill value is tested annually by comparing the book value with the recoverable value of the cash-generating unit. The Management evaluates and establishes assumptions to assess the impact of macroeconomic and operational changes, to estimate future cash flows and measure the recoverable value of assets.

In the business combination of GLA and Webjet, slots were acquired, recognized at their fair values on the acquisition date and were not amortized. The estimated useful life of these rights was considered indefinite due to several factors and considerations, including requirements and permits to operate in Brazil and the limited availability of use rights at the most important airports in terms of air traffic volume. The book value of these rights is assessed annually, based on the cash-generating unit regarding its recoverable amount or in cases of changes in circumstances that indicate that the book value may not be recoverable.

The Company annually reviews internal and external sources of information to assess events or changes in economic and technological conditions, or in operations that may indicate the devaluation of an asset or cash-generating unit.

The recoverable amount of an asset or cash-generating unit is the greater of its fair value minus selling expenses and value in use. When the book value of an asset or cash-generating unit (“CGU”) exceeds its recoverable amount, a provision for impairment is recognized.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

When estimating the asset's value in use, estimated future cash flows are discounted to present value, using a pre-tax discount rate reflecting the weighted average cost of capital for the CGU.

For the purposes of assessing the impairment, assets are grouped at the lowest level for which there is separately identifiable cash flow (Cash-Generating Unit or “CGU”).

A previously recognized impairment loss is reversed, except on goodwill for expected future profitability, only when changes occur to estimates used to calculate the asset's recoverable amount.

Loans and financing are initially recognized at fair value less any directly attributable transaction costs. After the initial recognition, these financial liabilities are measured at amortized cost using the actual interest method, except for the contracted derivatives linked to Exchangeable Senior Notes, which are measured at fair value through profit or loss.

Gains and losses are recognized in the financial statement when the liabilities are written off. Amortized cost is calculated considering any premium, negative goodwill or goodwill on contracts and fees or costs that are an integral part of the actual interest rate method. Amortization using the actual interest rate method is included as a financial expense in the financial statement, except when subject to capitalization.

They are initially recognized at fair value and subsequently increased, when applicable, by the corresponding charges and monetary and exchange rate changes incurred up to the closing dates of the financial statements.

The Management carried out a negotiation with suppliers with the purpose of extending payment terms. Accordingly, the Company signed an agreement with financial institutions that allows receivables from its suppliers to be anticipated. Considering that the anticipation of this receipt with the financial institutions is an option of the suppliers, as well, the Company is not reimbursed and/or benefited by the financial institution with discounts for payment before the maturity date agreed with the supplier, there is no change in the degree of subordination in case of judicial execution (see Note 18).

Represents the Company’s obligations to provide air transportation services and other ancillary services to its clients, net of breakage revenue already recognized in the financial statement, as detailed in Note 4.17.1.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

Provisions are recognized when the Company has a present obligation, formalized or not, as a result of a past event, and it is probable that economic benefits will be required to settle the obligation and a reliable estimate of its value can be made.

Aircraft lease agreements regularly have contractual obligations establishing conditions for return. The Company makes provisions for the return costs, since these are present obligations from past events and which will generate future disbursements, when the amount can be measured with reasonable certainty.

The initial gains expected basically refer to aircraft reconfiguration (interior and exterior), obtaining licenses and technical certifications, return checks, painting, among others, as established in the agreement. The estimated cost is recorded at present value in Property, Plant & Equipment. After the initial record, the liability is updated according to the capital compensation rate estimated by the Company, with a corresponding entry in the financial income (expenses). Any changes in the estimate of expenses to be incurred are recorded prospectively.

Besides the estimated expenses for aircraft reconfiguration, the lease agreements include provisions on the preservation and useful life of the aircraft components to be observed when returning the aircraft. This provision depends on the actual use of the aircraft and engines, maintenance events during the contractual period, among others, therefore, it is recorded from the moment the Company has the necessary elements to reliably estimate the expenses to be incurred, considering the period they become a present liability due to the condition of the engines and components. The Company estimates the provision to return the aircraft and engines at present value when the effect of the time value of money is relevant, based on the end of the lease agreement, when the disbursement will be necessary.

The Company is a party to several legal and administrative proceedings, mainly in Brazil, and the likelihood of loss in these lawsuits include an analysis of the available evidence, the hierarchy of laws, the available jurisprudence, the most recent court decisions, and their relevance in the legal system, as well as the assessment of external lawyers.

The Company classifies the risk of loss in legal proceedings as probable, possible, or remote. The provision recorded for such proceedings reasonably reflects the estimated probable losses. If the Company has lawsuits whose values are not known or reasonably estimated, but the likelihood of loss is probable, these claims have their nature disclosed.

These provisions are reviewed and adjusted to reflect changes in circumstances, such as applicable limitation period, findings of tax inspections or additional exposure identified based on new matters or court decisions.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The Company recognizes actuarial assets and liabilities related to the health care plan benefits offered to its employees in accordance with CPC 33 (R1) - “Benefits to Employees”, corresponding to IAS 19. Actuarial gains and losses are recognized in other comprehensive income (expenses) based on the actuarial report prepared by independent experts, while the benefits paid directly by the Company, the cost of current service and the cost of interest are recognized in the result for the year.

Passenger revenue is recognized when air transportation is actually provided. Tickets sold but not yet used are recorded in the item of advance from ticket sales, representing deferred revenue from tickets sold to passengers to be transported at a future date, net of the estimated breakage revenue.

Breakage revenue calculates, on a historical basis, tickets issued that will expire due to non-use, that is, passengers who have purchased tickets and are highly likely not to use them. The calculations are reviewed at least once a year to reflect and capture changes in customer behavior in relation to ticket expiration. It should be noted that future events can significantly change the profile of customers and their historical behavior.

Revenues from cargo shipments are recognized when performance obligations are met.

Other revenues that include charter services, on-board sales services, flight rebooking fees, baggage drop-off, and other additional services are recognized along with the primary passenger transportation obligation.

The Smiles Program has the purpose to build customer loyalty by granting mileage credits to participants. The obligation generated by issuing miles is measured based on the price at which the miles were sold to Smiles’ air and non-air partners, considered as the fair value of the transaction.

Until August 31, 2021, Smiles worked as an agent and complied with its performance liability when miles were redeemed by Smiles’ frequent flyers and exchanged for awards with its partners, recognizing the revenue in the parent company financial information. In the consolidated financial statements, the revenue recognition cycle from exchanging Smiles Program’s miles for airline tickets is only completed when passengers are actually transported, so that unrealized profits were properly removed, as provided for in the ICPC 09 (R2) – Parent Company Financial Statements, Separate Financial Statements, Consolidated Statements and Adoption of the Equity Method.

After the merger of Smiles Fidelidade by GOL Linhas Aéreas (GLA) on September 1, 2021, revenue from the frequent flyer program with airline products and services, which are offered by the entity itself, are now recognized only at when the flight takes place, as the entity's performance liability becomes solely the flight and related services, with GLA as the entity that controls the said service before transferred to the customer. To exchange rewards with services and products not linked to an entity of the same economic group, GLA, as the entity responsible for the frequent-flyer program, remained as an agent and the performance liability is fulfilled when the miles are redeemed by Smiles Program’s frequent flyers.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

As a result of its characteristics, the miles program also provides the possibility of recognizing a breakage revenue. The Company calculates the breakage estimate through the probability of miles having a significant chance to expiry due to non-use, considering the behavioral history of Smiles Program’s frequent flyers.

It should be noted that future events can significantly change the profile of customers and their historical pattern of redemption of miles. Such changes may lead to significant changes in the balance of deferred revenue, as well as in the recognition of breakage revenue, reviewed annually.

In the regular course of its operations, the Company has recurring sales in U.S. dollars (“US$”), mainly as a result of international routes in South, Central, and North America. On August 1, 2019, the Management has adopted the cash flow hedge accounting to reduce the volatility of these future foreign currency revenues, which are considered highly probable, as provided for and stated in Paragraph 6.3.1 of CPC 48 – “Financial instruments”, using as hedge instruments the lease agreements recorded as a debt due to the adoption of CPC 06 (R2) – “Leasing”.

With the adoption of hedge accounting, the foreign exchange gains and losses from the lease agreements (hedge instrument) will be year-to-date in shareholders’ equity, “Equity Valuation Adjustments”, appropriated to the Company’s income (expenses) upon the realization of the revenue from sales in US$.

Hedge accounting derives from the natural hedge of the Company’s operations, portrayed by cash flow (revenues and amortization of debt in US$) and does not represent an increase in financial costs, allowing the elimination of some of the exchange rate volatility in the Company's income (expenses). The final position of shareholders’ equity is not affected by the adoption of this accounting practice.

The elements of hedge accounting are: (1) hedged: highly probable sales revenue in US$; (2) hedge instrument: lease agreements linked to the US$; (3) amount designated: 60 months of highly probable revenues based with a notional totaling US$903.102 at the initial adoption; (4) nature of the hedged risk: exchange rate change; (5) specification of the hedged risk: USD/BRL spot exchange rate change; (6) type of hedge: cash flow.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The Company offers stock option plans to its executives. The Company recognizes as an expense, on a straight-line basis, the fair value of the options or shares, calculated on the vesting date through the Black-Scholes method, during the period of service required by the plan, as a corresponding entry to the shareholders’ equity. The year-to-date expense recognized reflects the Company’s best estimate of the number of shares that will be acquired. The expense or revenue from the movement occurred during the year is recognized in the financial statement.

The effect of outstanding options is reflected as an additional dilution in the calculation of diluted earnings per share, when applicable.

The Company can also offer to its executives a restricted stock transfer plan that takes place at the end of the period stipulated from the date of grant, as defined in the plan of each program, provided that the beneficiary has held his/her employment relationship during this period. Such transfer occurs preferably through shares held in treasury.

The impact of any revision of the number of restricted shares that will not be acquired in relation to the original estimates, if any, is recognized in the results for the year, in such a way that the year-to-date expense reflects the revised estimates with the corresponding adjustment in the shareholders’ equity.

The Company’s employees are entitled to profit sharing based on certain goals agreed annually. For the members of the management the goals are based on the statutory provisions proposed by the Board of Directors and approved by the shareholders. The profit sharing is recognized in the financial statement for the fiscal year in which the goals are achieved.

Include interest income on amounts invested, exchange rate changes on assets and liabilities, changes in the fair value of financial assets measured at fair value through profit or loss, gains and losses on hedge instruments that are recognized in the income (expenses), interest on loans and financing, commissions and bank charges, among others. Interest income and expenses are recognized in the financial statement using the actual interest method.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

Basic earnings per share are calculated by dividing the net income for the year attributed to the Company’s controlling shareholders by the weighted average number of all classes of shares outstanding during the year.

Diluted earnings (loss) per share are calculated by adjusting the weighted average number of shares outstanding by instruments potentially convertible into shares unless these adjustments are not dilutive.

Although there are differences between common and preferred shares in terms of voting rights and preemptive rights in the event of liquidation, the Company's preferred shares do not grant the right to receive fixed dividends. Preferred shares have economic power and the right to receive dividends 35 times greater than common shares. Therefore, the Company considers that the economic power of preferred shares is greater than that of common shares. Therefore, the result for the year attributed to the controlling shareholders is allocated proportionally in relation to the total economic participation of the amount of common and preferred shares.

An operational segment is a component of the Company that engages in business activities to generate revenue and incur expenses. Operational segments reflect how the Company's management reviews financial information for decision-making. The Company's management has identified only one operational segment, air transportation, that meets the quantitative and qualitative disclosure parameters.

The operations of this segment are primarily originated from the subsidiary GLA, which provides passenger air transportation services, and its main revenue-generating assets are its aircraft. Other revenues mainly come from cargo operations, loyalty program, third-party aircraft maintenance, and related services such as baggage check-in, fines for ticket changes and cancellations, among others.

Foreign currency transactions are recorded at the exchange rate change prevailing on the date on which the transactions take place. Monetary assets and liabilities designated in foreign currency are calculated based on the exchange rate change on the balance sheet date. Any difference resulting from the translation of currencies is recorded under the item “Exchange Rate Change, Net” in the financial statement for the fiscal year.

The exchange rate changes in Reais in effect on the base date of these financial statements are as follows:

Has the purpose to show the wealth generated by the Company and its distribution during a given year. Presented by the Company as required by Brazilian Corporation Law as part of its financial statements and as additional information to the financial statements for IFRS standards. The DVA was prepared based on information obtained in the accounting records following the provisions in CPC 09 - “Statement of Added Value”.

The standards listed below have become valid for annual periods beginning on or after January 1, 2022.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The amendments to the above pronouncements are as a result of the annual amendments relating to the improvement cycle between 2018 and 2020, such as:

• Onerous Contracts – Costs of Fulfilling a Contract;

• Property, Plant and Equipment: Proceeds before Intended Use; and

• Reference to the Conceptual Framework.

An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Company cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

The IASB published amendments to IAS 37, equivalent to CPC 25, in order to specify that when assessing whether a contract is onerous or loss-making, an entity needs to include costs that relate directly to a contract to provide goods or services including both incremental costs (e.g., the costs of direct labor and materials) and an allocation of costs directly related to contract activities (e.g., depreciation of equipment used to fulfil the contract and costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract.

The amendments should be applied to contracts for which it has not fulfilled all of its obligations at the beginning of the reporting period of its initial adoption date.

The amendments had no effect on the Company's individual and consolidated financial statements as the Company and its subsidiaries had no onerous contracts in the applicable period.

The amendment prohibits entities from deducting from the cost of an item of property, plant and equipment, any proceeds of the sale of items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the costs of producing those items, in profit or loss.

In accordance with the transitional provisions, the Group applies the amendments retrospectively only to items of PP&E made available for use on or after the beginning of the earliest period presented when the entity first applies the amendment (the date of initial application).

These amendments had no impact on the consolidated financial statements of the Group as there were no sales of such items produced by property, plant and equipment made available for use on or after the beginning of the earliest period presented.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

In May 2020, the IASB published amendments to IFRS 3, equivalent to CPC 15 (R1), which replace a reference to an earlier version of the IASB's Conceptual Framework with a reference to the current version issued in March 2018 without significantly changing its requirements.

The amendments add an exception to the recognition principle of IFRS 3/CPC 15 (R1) – “Business Combinations” to avoid recognizing potential ‘day 2’ gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37/CPC 25 – “Provisions, Contingent Liabilities and Contingent Assets” or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition date.

The amendments also add a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date. In accordance with the transitional provisions, the Group applies the amendments prospectively, i.e., to business combinations occurring after the beginning of the annual reporting period in which it first applies the amendments (the date of initial application).

These amendments had no impact on the consolidated financial statements of the Group as there were no contingent assets, liabilities or contingent liabilities within the scope of these amendments that arose during the period.

The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf.

In accordance with the transitional provisions, the Company applied the amendment to financial liabilities that are modified or exchanged on or after January 1, 2022.

As disclosed in note 2, Management has made judgments that have a significant effect on the amounts recognized in the financial statements, as follows:

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The Company continuously reviews the assumptions used in its accounting estimates. The effect of the revisions to the accounting estimates in recognized in the financial statements in the period in which such revision is made.

The following amendments to standards were issued by the IASB, but not effective for fiscal year 2022. The early adoption of standards, although encouraged by the IASB, is not permitted in Brazil by the Comitê de Pronunciamentos Contábeis (CPC).

In January 2020 and October 2022, the IASB issued amendments to IAS 1, correlated to CPC 26, to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:

·      What is meant by a right to defer settlement.

·      That a right to defer must exist at the end of the reporting period.

·      That classification is unaffected by the likelihood that an entity will exercise its deferral right.

·      That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification.

The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The Company is currently assessing the impact the amendments will have on current practice and whether existing loan agreements may require renegotiation.

In February 2021, the IASB issued amendments to IAS 8, correlated to CPC 23, in which it introduces a definition of ‘accounting estimates’. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates.

The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period.

The amendments are not expected to have a material impact on the Company’s financial statements.

In February 2021, the IASB issued amendments to IAS 1, correlated to CPC 26 (R1), and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments also bring that in some circumstances standardized information from the entity's accounting policy may be necessary for users to understand other relevant information in the financial statements.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The amendments to IAS 1 are applicable for annual periods beginning on or after 1 January 2023 with earlier application permitted. Since the amendments to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary.

The Company is currently revisiting their accounting policy information disclosures to ensure consistency with the amended requirements.

In May 2021, the Board issued amendments to IAS 12, which narrow the scope of the initial recognition exception under IAS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences.

The amendments require entities to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. This will typically apply to lease transactions (right-of-use assets and lease liabilities) and restoration obligations, and will require the recognition of additional tax assets and liabilities.

The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented and it’s effective for annual periods beginning on or after 1 January 2023. In addition, at the beginning of the earliest comparative period presented, a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability should also be recognized for all deductible and taxable temporary differences associated with leases and decommissioning obligations.

The Company is currently assessing the impact of the amendments.

In September 2022, the Federal Accounting Council issued the amendment to IFRS 16 that specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains.

After the commencement date in a sale and leaseback transaction, the seller-lessee applies paragraphs 29 to 35 of IFRS 16 to the right-of-use asset arising from the leaseback and paragraphs 36 to 46 of IFRS 16 to the lease liability arising from the leaseback. In applying paragraphs 36 to 46, the seller-lessee determines ‘lease payments’ or ‘revised lease payments’ in such a way that the seller-lessee would not recognize any amount of the gain or loss that relates to the right of use retained by the seller-lessee. Applying these requirements does not prevent the seller-lessee from recognizing, in profit or loss, any gain or loss relating to the partial or full termination of a lease, as required by paragraph 46(a) of IFRS 16.

Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated)

The amendment does not prescribe specific measurement requirements for lease liabilities arising from a leaseback. The initial measurement of the lease liability arising from a leaseback may result in a seller-lessee determining ‘lease payments’ that are different from the general definition of lease payments in Appendix A of IFRS 16. The seller-lessee will need to develop and apply an accounting policy that results in information that is relevant and reliable in accordance with IAS 8.

The amendments are effective for annual periods beginning on or after 1 January 2024 and the Company will assess possible impacts on its consolidated financial statements.

There are no other standards or interpretations issued and adopted that may, in Management’s opinion, have a significant impact on the Company’s reported results or equity.

The breakdown of cash equivalents is as follows: