Exhibit T3E.2 - Disclosure Statement for Second Modified Third Amended Joint Chapter 11 Plan of Reorganization of GOL Linhas Aéreas Inteligentes S.A. and Its Affiliated Debtors, dated as of March 20, 2025

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

Disclosure Statement for SECOND modified third
AMENDED Joint Chapter 11 Plan oF REORGANIZATION OF
GOL Linhas Aéreas Inteligentes S.A. aNd Its Affiliated Debtors

Disclosure Statement
Dated March 20, 2025

for the Solicitation of Votes on the Second Modified
Third Amended Joint Chapter 11 Plan of Reorganization
of GOL Linhas Aéreas Inteligentes S.A. and Its Affiliated Debtors

IMPORTANT NOTICES

A HEARING TO CONSIDER CONFIRMATION OF THE PLAN (THE “CONFIRMATION HEARING”) WILL BE HELD BEFORE THE HONORABLE MARTIN GLENN, CHIEF UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ONE BOWLING GREEN, COURTROOM 523, NEW YORK, NY 10004 ON MAY 20, 2025 AT 10:00 A.M. (PREVAILING EASTERN TIME), OR AS SOON AS REASONABLY PRACTICABLE THEREAFTER, DEPENDING ON THE BANKRUPTCY COURT’S AVAILABILITY.

PLEASE READ THIS DISCLOSURE STATEMENT, INCLUDING THE PLAN, IN ITS ENTIRETY. A COPY OF THE PLAN IS ANNEXED HERETO AS EXHIBIT A. THIS DISCLOSURE STATEMENT SUMMARIZES THE TERMS OF THE PLAN, BUT SUCH SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE ACTUAL PROVISIONS OF THE PLAN. ACCORDINGLY, IF THERE ARE ANY INCONSISTENCIES BETWEEN THE PLAN AND THIS DISCLOSURE STATEMENT, THE TERMS OF THE PLAN SHALL CONTROL.

HOLDERS OF CLAIMS AND INTERESTS SHOULD NOT CONSTRUE THE CONTENTS OF THIS DISCLOSURE STATEMENT AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE, AND SHOULD CONSULT WITH THEIR OWN ADVISERS BEFORE CASTING A VOTE ON THE PLAN.

THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS SUPPORT THE PLAN AND URGE ALL PARTIES TO VOTE IN FAVOR OF THE PLAN.

THE SECURITIES TO BE ISSUED PURSUANT TO THE PLAN ON OR AFTER THE EFFECTIVE DATE WILL NOT HAVE BEEN THE SUBJECT OF A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE UNDER THE APPLICABLE STATE SECURITIES LAW OR SIMILAR PUBLIC GOVERNMENTAL OR REGULATORY AUTHORITY IN ANY JURISDICTION. THE ISSUANCE AND DISTRIBUTION OF NEW EQUITY PURSUANT TO THE PLAN WILL BE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS PURSUANT TO SECTION 1145 OF TITLE 11 OF THE U.S. CODE, 11 U.S.C. §§ 101–1532 (AS AMENDED, THE “BANKRUPTCY CODE”) OR, TO THE EXTENT NOT AVAILABLE, PURSUANT TO THE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY SECTION 4(A)(2) OF THE SECURITIES ACT, INCLUDING POTENTIALLY PURSUANT TO THE SAFE HARBOR PROVIDED BY REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND OTHER APPLICABLE EXEMPTIONS FROM REGISTRATION (AND IN EACH CASE, ON EQUIVALENT STATE LAW REGISTRATION EXEMPTIONS). SUBJECT TO THE APPLICABLE PROVISIONS OF THE NEW ORGANIZATIONAL DOCUMENTS, THESE SECURITIES MAY BE RESOLD WITHOUT REGISTRATION (I) UNDER THE SECURITIES ACT OR OTHER U.S. FEDERAL SECURITIES LAWS PURSUANT TO THE EXEMPTION PROVIDED BY SECTION 4(A)(1) OF THE SECURITIES ACT, UNLESS THE HOLDER IS AN “UNDERWRITER” WITH RESPECT TO SUCH SECURITIES, AS THAT TERM IS DEFINED IN SECTION 1145(B) OF THE BANKRUPTCY CODE, AND (II) UNDER STATE SECURITIES LAWS PURSUANT TO VARIOUS EXEMPTIONS PROVIDED BY THE LAWS OF THE RESPECTIVE U.S. STATES. NEITHER THIS DISCLOSURE STATEMENT NOR ANY OTHER FILINGS WITH THE BANKRUPTCY COURT CONSTITUTE AN OFFER TO SELL SECURITIES (OR A SOLICITATION OF AN OFFER TO ACQUIRE SECURITIES)

IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.

NEITHER THIS DISCLOSURE STATEMENT NOR THE SECURITIES TO BE ISSUED PURSUANT TO THE PLAN HAVE BEEN APPROVED OR DISAPPROVED BY THE SEC OR BY ANY STATE SECURITIES COMMISSION, NON-U.S. SECURITIES REGULATOR, SECURITIES EXCHANGE, OR SIMILAR PUBLIC, GOVERNMENTAL, OR REGULATORY AUTHORITY. NEITHER THE SEC NOR ANY OTHER AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE PLAN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

CERTAIN STATEMENTS AND INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING STATEMENTS INCORPORATED BY REFERENCE, FINANCIAL PROJECTIONS, AND OTHER FORWARD-LOOKING STATEMENTS, CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND ARE BASED ON ESTIMATES AND ASSUMPTIONS. SUCH STATEMENTS CONSIST OF ANY STATEMENT OTHER THAN A RECITATION OF HISTORICAL FACT AND CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS “MAY,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “CONTINUE,” OR THE NEGATIVES OF SUCH TERMINOLOGY, AS WELL AS ANY SIMILAR OR COMPARABLE LANGUAGE. FORWARD-LOOKING STATEMENTS IN THIS DISCLOSURE STATEMENT, INCLUDING ANY FINANCIAL PROJECTIONS, ARE SUBJECT TO ASSUMPTIONS, RISKS, AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS. IMPORTANT ASSUMPTIONS AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO, THOSE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS.” ALL FORWARD-LOOKING STATEMENTS ARE AS OF THE DATE MADE, ARE BASED ON THE DEBTORS’ BELIEFS, INTENTIONS, AND EXPECTATIONS AS OF SUCH DATE, AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE, AND THE TIMING AND AMOUNT OF ACTUAL DISTRIBUTIONS TO HOLDERS OF ALLOWED CLAIMS AND INTERESTS, AMONG OTHER THINGS, MAY BE AFFECTED BY MANY FACTORS THAT CANNOT BE PREDICTED. ACTUAL RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS, AND THE DEBTORS AND THE DEBTORS AS REORGANIZED UNDERTAKE NO DUTY TO UPDATE ANY SUCH STATEMENTS. THE DEBTORS AND REORGANIZED DEBTORS DO NOT INTEND TO UPDATE OR OTHERWISE REVISE ANY FORWARD-LOOKING STATEMENTS, INCLUDING ANY PROJECTIONS CONTAINED IN THIS DISCLOSURE STATEMENT, TO REFLECT EVENTS OR CIRCUMSTANCES EXISTING OR ARISING AFTER THE DATE OF THIS DISCLOSURE STATEMENT OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS OR OTHERWISE, UNLESS INSTRUCTED TO DO SO BY THE BANKRUPTCY COURT.

NO INDEPENDENT AUDITOR OR ACCOUNTANT HAS REVIEWED OR APPROVED THE FINANCIAL PROJECTIONS OR THE LIQUIDATION ANALYSIS CONTAINED IN, OR ATTACHED TO, THIS DISCLOSURE STATEMENT.

THE DEBTORS HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, IN CONNECTION WITH THE PLAN OR THE DISCLOSURE STATEMENT.

THE STATEMENTS CONTAINED IN THE DISCLOSURE STATEMENT ARE MADE AS OF THE DATE OF THE DISCLOSURE STATEMENT UNLESS OTHERWISE SPECIFIED. THE ENGLISH TEXT IS THE AUTHORITATIVE TEXT OF THIS DISCLOSURE STATEMENT. ALL EXHIBITS TO THIS DISCLOSURE STATEMENT ARE INCORPORATED INTO AND MADE A PART OF THIS DISCLOSURE STATEMENT AS IF SET FORTH IN FULL HEREIN.

THIS DISCLOSURE STATEMENT IS PROVIDED SOLELY TO ASSIST HOLDERS OF CLAIMS AND INTERESTS TO DETERMINE WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN (WHERE APPLICABLE) AND WHETHER TO OBJECT TO CONFIRMATION OF THE PLAN. NOTHING IN THE DISCLOSURE STATEMENT MAY BE USED BY ANY PERSON FOR ANY OTHER PURPOSE.

RELEASES

THE PLAN PROVIDES THAT THE FOLLOWING HOLDERS OF CLAIMS AND INTERESTS (AND THEIR RELATED PARTIES) SHALL BE DEEMED TO HAVE GRANTED THE THIRD-PARTY RELEASE CONTAINED IN ARTICLE IX.E OF THE PLAN: ALL HOLDERS OF CLAIMS OR INTERESTS (I) IN CLASSES THAT ARE EITHER (A) ENTITLED TO VOTE ON THE PLAN (CLASSES 3, 4, 5, 6, 7, 8, 10(A), 10(B), 10(C), 10(D), 10(F), 10(H), 10(I), 10(J), 10(K), AND 11) OR (B) UNIMPAIRED AND DEEMED TO ACCEPT THE PLAN (CLASSES 1, 2, 9, AND, POTENTIALLY, 13 AND 15) AND (II) WHO DO NOT TIMELY ELECT TO OPT OUT OF THE THIRD-PARTY RELEASE CONTAINED IN ARTICLE IX.E OF THE PLAN BY FOLLOWING THE INSTRUCTIONS ON THE APPLICABLE BALLOT OR NOTICE. FOR THE AVOIDANCE OF DOUBT, HOLDERS OF CLAIMS OR INTERESTS IN CLASSES THAT ARE IMPAIRED AND DEEMED TO REJECT THE PLAN (CLASSES 10(E), 10(G), 10(L), 10(M), 12, 14, AND, POTENTIALLY, 13 AND 15) WILL NOT BE BOUND BY THE THIRD-PARTY RELEASE CONTAINED IN ARTICLE IX.E OF THE PLAN.

FOR MORE INFORMATION ABOUT SUCH RELEASES AND HOW TO OPT OUT THEREOF, PLEASE REFER TO SECTIONS VI.H, VII.C, AND VIII.E OF THIS DISCLOSURE STATEMENT.

Table of contents

Page

Exhibit A: Plan

Exhibit B: Organizational and Capital Structure Chart

Exhibit C: Liquidation Analysis

Exhibit D: Financial Projections

Exhibit E: Plan Support Agreement

Exhibit F: Committee Recommendation Letter

SECTION I.

Introduction and overview of the plan

GOL Linhas Aéreas Inteligentes S.A. (“GLAI”) and its affiliated debtors and debtors in possession (collectively, and together with GLAI, the “Debtors” or the “Company”) submit this disclosure statement (as may be amended from time to time, the “Disclosure Statement”) in connection with the solicitation of votes (the “Solicitation”) on the Second Modified Third Amended Joint Chapter 11 Plan of Reorganization of GOL Linhas Aéreas Inteligentes S.A. and Its Affiliated Debtors, dated March 20, 2025, which is attached hereto as Exhibit A (the “Plan”).^[2]

The primary purpose of this Disclosure Statement is to enable the Debtors’ creditors that are entitled to vote on the Plan to make an informed decision on whether to vote to accept or reject the Plan. This Disclosure Statement summarizes the Plan, certain documents related to the Plan, relevant statutory provisions, and events that occurred in the Debtors’ chapter 11 cases (the “Chapter 11 Cases”).

Section 1125 of the Bankruptcy Code requires that, before soliciting votes on a proposed chapter 11 plan, the plan proponent must prepare a written disclosure statement containing information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment regarding acceptance or rejection of the plan.

The Disclosure Statement complies with section 1125 of the Bankruptcy Code as it includes, without limitation, information about:

On March 20, 2025, the Bankruptcy Court entered the order [Docket No. 1388] (the “Disclosure Statement Order”) approving this Disclosure Statement as containing “adequate information,” i.e., information of a kind and in sufficient detail to enable a hypothetical reasonable investor to make an informed judgment about the Plan.

The Debtors commenced these Chapter 11 Cases to accomplish a comprehensive restructuring of their balance sheet and operations following years of financial and operational difficulties following the COVID-19 pandemic and grounding of Boeing 737-8 MAX aircraft—which comprise a significant portion of the Debtors’ fleet. The Debtors believe that the post-emergence enterprise will have the ability to withstand the challenges and volatility of the airline industry and to succeed as a leading carrier in Latin America.

The Plan is the result of extensive good faith negotiations among the Debtors, led by the restructuring committee of GLAI’s board of directors (the “Restructuring Committee”), and the Debtors’ key economic stakeholder groups. The Plan is supported by, among others, the Committee and Abra (the Debtors’ largest prepetition secured lender and equity holder).

The Plan implements the operational restructuring that the Company has been undergoing over the course of the last year while benefitting from the tools of chapter 11 and provides for a comprehensive restructuring of the Company’s balance sheet and significant investment of new capital in the Company’s business. The transactions contemplated in the Plan will strengthen the Company by substantially reducing its debt, increasing its cash flow, and enhancing operations for future growth. More specifically:

As noted herein, the Plan is the result of extensive, good faith negotiations among the Debtors, the Committee, and Abra. Before engaging in Plan negotiations, the Committee conducted an extensive, months long investigation into the Debtors’ prepetition transactions, including Abra’s private debt investment in the Company which closed in March 2023 (the “Abra Transaction”), discussed further below. As part of that investigation, the Committee provided various parties in interest, including the Debtors and Abra, with a list of claims, which the Committee believed could be asserted in connection with the Abra Transaction, among other potential claims and causes of action. See Stipulation and Agreed Order Between the Debtors, the Official Committee of Unsecured Creditors, the Prepetition Agents, the DIP Lenders, and Abra Group Limited Extending the Challenge Period [Docket No. 596] (the “Initial Challenge Period Stipulation”). Thereafter, the Debtors, the Committee, and Abra engaged in months of extensive, productive negotiations, which ultimately culminated in an agreement on the terms of the Plan.

Accordingly, the Plan represents a settlement of many complex legal issues, the litigation of which would have significantly lengthened the Debtors’ Chapter 11 Cases, depleted their assets, and risked the Debtors’ ability to consummate a successful restructuring. Among the many complex issues that the parties analyzed and agreed to settle pursuant to the Plan is how intercompany claims will be treated under the Plan, and the resulting proper allocation of value to be received by general unsecured creditors among the Debtors’ estates. Ultimately, the parties agreed on an allocation of the General Unsecured Claimholder Distribution among the Debtors’ estates in a manner that they believe reasonably resolves these issues and treats all unsecured creditors fairly and equitably.

The New Equity issued in accordance with the Plan will be issued at New GOL Parent, a new entity to be formed or acquired on or prior to the Effective Date to hold, directly or indirectly through one or more entities, 100% of the equity interests in Reorganized GLAI (excluding the Existing GLAI Equity Interests and any equity issued through the GLAI Preemptive Rights Offering). It is currently contemplated that New Equity will not be traded on any public listing exchange on the Effective Date, and New GOL Parent is contemplated to be structured as a company organized under the laws of Luxembourg, with a subsidiary intermediate holding company organized under the laws of Brazil, for tax and other corporate reasons. Among other potential benefits, this structure may enable future sales of shares of New GOL Parent to be exempted from capital gains taxes in certain jurisdictions, may allow claims to be capitalized into Reorganized GLAI without creating certain tax implications, and may facilitate potential future dividend payments by Reorganized GLAI. For the avoidance of doubt, the jurisdiction of organization of New GOL Parent, its capitalization, and whether New Equity is publicly traded is subject to change as agreed among the Debtors, Abra, and the Committee in a manner designed to maximize the liquidity of New Equity and minimize cost, and such terms will be disclosed in the Plan Supplement. The New Equity issued as part of the General Unsecured Claimholder Distribution and, if applicable, to holders of the 2026 Senior Secured Notes Claims shall be mandatorily redeemed or exchanged in accordance with Article V.D.3 of the Plan.

The New Equity will be held through DTC. Transfers of the New Equity outside of DTC will be subject to restrictions on transfers to the extent such transfer would subject the Reorganized Debtors or Abra to the registration and reporting requirements of the Securities Act and the Securities Exchange Act. The Debtors will make certain public disclosures regarding the New Equity through quarterly and annual financial statements and implement other procedures intended to provide liquidity for the New Equity on terms to be agreed among the Debtors, Abra, and the Committee. At least once following the Effective Date, at a time to be set forth in the Plan Supplement and subject to applicable law, New GOL Parent will send a notice to its shareholders inquiring whether certain shareholders desire to purchase or dispose any of their equity interests of New GOL Parent, and the desired terms for such transactions. To the extent that any shareholders offer to buy shares at a price that exceeds the price that any shareholders offer to sell their shares, New GOL Parent will facilitate a possible transaction, thereby allowing such shareholders to transact with one another, subject to certain procedures and conditions. The Reorganized Debtors can provide no assurances that this notice and facilitation process will result in any purchases or sales of equity interests as that will depend on many factors outside the control of the Reorganized Debtors, including market conditions.

In developing the Plan, the Debtors conducted a careful review of their existing business operations and compared their projected value as an ongoing business enterprise with their projected value in a liquidation scenario, as well as the estimated recoveries for the holders of Allowed Claims and Interests in each of these scenarios. The Debtors concluded that the potential recoveries for the holders of Allowed Claims and Interests would be maximized by the Reorganized Debtors’ continued operation as a going concern through the implementation of the Plan. The Debtors believe their business and assets have significant value that would not be realized in a liquidation. Moreover, the Debtors believe that any alternative to the Plan, such as an asset sale or attempts by another party to file an alternative plan, could result in significant delay, execution risk, and additional costs, including litigation costs, ultimately lowering the recoveries for the holders of Allowed Claims and Interests. Accordingly, it is the Debtors’ opinion that confirmation and implementation of the Plan is in the best interests of the Debtors’ estates and all stakeholders.

THE DEBTORS AND THE COMMITTEE RECOMMEND THAT, TO THE EXTENT THEY ARE ENTITLED TO VOTE, CREDITORS VOTE TO ACCEPT THE PLAN.

The following table summarizes the classification of Allowed Claims and Interests and the estimated recoveries of their holders under the Plan. Although every reasonable effort was made to be accurate, the projections of recoveries are only estimates. The final amounts of Allowed Claims and Interests may vary from the estimates in this Disclosure Statement, including as a result of, among other things, the liquidation of unliquidated amounts, the resolution of Disputed Claims at amounts higher than estimated by the Debtors, and Claims asserted on account of alleged damages arising from the rejection of any Executory Contract or Unexpired Lease. As a result of the foregoing and other uncertainties inherent in estimating Claims and recovery on Interests, the estimated recoveries contained in this Disclosure Statement may vary from the actual recoveries realized. In addition, the ability of holders of Allowed Claims and Interests to receive distributions under the Plan depends upon, among other things, the ability of the Debtors to obtain confirmation of the Plan and to meet the conditions to its effectiveness. For additional explanation regarding the terms of the Plan and the treatment of Allowed Claims and Interests thereunder, please refer to the discussion in Section VI, entitled “Summary of the Plan,” as well as the Plan itself, which is attached to this Disclosure Statement as Exhibit A. The below table is qualified in its entirety by reference to the full text of the Plan.

Under the Bankruptcy Code, only holders of Claims and Interests that are “Impaired” and that receive or retain any property under the Plan are entitled to vote to accept or reject the Plan. Holders of Claims and Interests that are not Impaired under the Plan are conclusively presumed to accept the Plan in accordance with section 1126(f) of the Bankruptcy Code and are not entitled to vote on the Plan. Additionally, holders of Claims and Interests that are Impaired under the Plan and will neither receive nor retain any property under the Plan are conclusively presumed to reject the Plan in accordance with section 1126(g) of the Bankruptcy Code and are not entitled to vote on the Plan.

Accordingly, only holders of Claims in Classes 3, 4, 5, 6, 7, 8, 10(a), 10(b), 10(c), 10(d), 10(f), 10(h), 10(i), 10(j), 10(k), and 11 (the “Voting Classes”) are entitled to vote on the Plan. In accordance with the Disclosure Statement Order, the solicitation package of materials (the “Solicitation Package”) distributed to all holders of Claims in the Voting Classes contains the following:

The Debtors are not soliciting votes from holders of Claims and Interests in Classes 1, 2, 9, 10(e), 10(g), 10(l), 10(m), 12, 13, 14, and 15 (the “Non-Voting Classes”). As such, holders of Claims or Interests in the Non-Voting Classes will not be receiving the Solicitation Package. Instead, holders of Claims or Interests in certain Non-Voting Classes will receive the appropriate form of notice of non-voting status (each, a “Notice of Non-Voting Status”), which will include a release opt-out form (the “Release Opt-Out Form”) attached as an exhibit to the Notice of Non-Voting Status, as described in Section VII.

The Plan provides, among other things, that absent an election to opt out on your Ballot or Release Opt-Out Form, the following holders of Claims and Interests (and their Related Parties (as defined below)) will release certain non-Debtors from certain claims and causes of action (the “Third-Party Release”):

Holders of Claims or Interests in Non-Voting Classes that are Impaired and deemed to reject the Plan will not be bound by the Third-Party Release in their capacity as holders of such Claims or Interests and, as such, do not need to opt out of such release.

For your vote and/or election to opt out of the Third-Party Release to be counted, the applicable Ballot or Release Opt-Out Form reflecting your vote and/or opt-out election must be properly executed in accordance with the instructions set forth on the applicable Ballot or Release Opt-Out Form and must be actually received by the Solicitation Agent (as defined below) by no later than 4:00 p.m. (prevailing Eastern time) on May 12, 2025 (the “Voting Deadline”).

Ballots and Release Opt-Out Forms may be delivered to the Solicitation Agent either (i) by first class mail, overnight carrier, or personal delivery to GOL Ballot Processing Center, c/o Kroll Restructuring Administration LLC, 850 3rd Avenue, Suite 412, Brooklyn, NY 11232, or (ii) via the online balloting portal at: https://cases.ra.kroll.com/GOL (the “E-Ballot Portal”); provided that Master Ballots and “pre-validated” Beneficial Holder Ballots (both as defined below) may be submitted only via hard copy submission as set forth above in (i) or electronic mail to GOLBallots@ra.kroll.com (with “GOL Ballot Submission” in the subject line).

Delivery of a Ballot (other than Master Ballots or “pre-validated” Beneficial Ballots) or Release Opt-Out Form to the Solicitation Agent by electronic mail, facsimile, or other means of electronic submission (except as set forth above) will not be valid.

The Debtors encourage all holders of Claims and Interests entitled to vote on the Plan and/or opt out of the Third-Party Release to use the Solicitation Agent’s E-Ballot Portal to submit their Ballots and Release Opt-Out Forms, as applicable. If you elect to deliver your vote and/or opt-out election by mail, it is recommended that you use an air courier with a guaranteed next day delivery or registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.

For additional information regarding the procedures and instructions for voting on the Plan and opting out of the Third-Party Release, please refer to Section VII, entitled “Solicitation and Voting Procedures” as well as the Solicitation and Voting Procedures attached to the Disclosure Statement Order as Exhibit 1 (the “Solicitation and Voting Procedures”).

If you have questions about your Solicitation Package or Notice of Non-Voting Status, as applicable, or if you are a holder of a Claim in a Voting Class and you did not receive a Ballot, received a damaged Ballot, or lost your Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the “Solicitation Agent”) by phone at 844.553.2247 (U.S./Canada) (toll free) or +1.646.777.2315 (International) or by e-mail to GOLInfo@ra.kroll.com (with “GOL Solicitation Inquiry” in the subject line).

Additional copies of this Disclosure Statement, the Plan, and documents in the Plan Supplement (when filed) are available upon written request made to the Solicitation Agent at the following address:

GOL Linhas Aéreas Inteligentes S.A. Ballot Processing Center

c/o Kroll Restructuring Administration LLC

850 Third Avenue, Suite 412

Brooklyn, NY 11232

Copies of this Disclosure Statement, the Plan, and the Plan Supplement (when filed) are also available on the Solicitation Agent’s website, https://cases.ra.kroll.com/GOL.

Please do not direct inquiries to the Bankruptcy Court.

The Company currently files foreign private issuer reports with, and furnishes other information to, the SEC. Copies of any document filed with the SEC may be obtained by visiting the SEC website at http://www.sec.gov and performing a search for “GOL” under the “Company Filings” link.

Additionally, the Company also files financial reports with, and furnishes other information to, the Comissão de Valores Mobiliários (the “CVM”).  Copies of any document filed with the CVM may be obtained by visiting the CVM website at https://www.gov.br/cvm/pt-br/assuntos/regulados/consultas-por-participante/companhias and performing a search for “GOL

LINHAS AEREAS INTELIGENTES SA” on the tab “Informações Periódicas e Eventuais Enviadas à CVM.”

SECTION II.
Overview of the Debtors’ Operations

The Company was founded in 2000 and commenced operations in 2001, when its founder, Constantino de Oliveira Junior, pioneered the low-cost carrier concept in Brazil, seeking to bring competitively priced air travel options to Brazilians. For more than two decades, the Company has successfully done just that.

The Company has been a critical supporter for the growth of air travel in Brazil. Between 2001 and 2019, Brazil’s domestic passenger market grew 3.2 times, from 30.8 million passengers in 2001 to 95.3 million in 2019. In 2023, there were over 83 million domestic passengers. Today, Brazil is the fifth largest worldwide domestic air travel market.

The Company is one of Brazil’s three largest domestic airlines by market share, one of the leading low-cost carriers in South America, and one of the largest low-cost carriers globally. As of November 2024, the Company serves over sixty domestic destinations and thirteen destinations in nine countries outside of Brazil. In addition to its own route network, the Company maintains agreements with other airlines to offer their passengers more choices when traveling to international destinations. The Company operates a frequent flyer program under the “Smiles” brand and provides air freight services under the “GOLLOG” brand.

The Company primarily offers domestic scheduled flights, targeting both corporate and leisure travelers. It maintains a strong presence in urban premium markets, including São Paulo, Rio de Janeiro, and Brasilia. The Company also serves select international markets and maintains relationships with other airlines to provide more choices to their passengers. In addition, the Company generates revenue through the Smiles loyalty program and the GOLLOG cargo and courier transportation operations.

On the next page is a map of the Debtors’ flight routes as of December 2024:

As of November 2024, the Company had approximately 14,768 employees.

The Company’s employees have the right under local law to join a labor union and to collective bargaining. The Brazilian employees are represented by eleven unions. A national aviators’ union represents Brazil’s pilots and flight attendants, and other regional aviation unions represent ground employees. Approximately one-third of the Company’s employees are members of unions; although, the unions in Brazil protect the rights of all employees within the applicable sector, regardless of whether the employees are members of a union. In Brazil, negotiations regarding cost-of-living wages and salary increases are conducted annually between the workers’ unions and a national association of airline companies. There is no salary differential or seniority pay escalation among the Company’s pilots. Work conditions and maximum work hours are regulated by government legislation and are not the subject of labor negotiations. Since the commencement of the Company’s operations, there has not been a single work stoppage initiated by its employees. The Company is committed to complying with all collective bargaining agreements with their employees and related unions.

As of January 2025, the Company’s network comprises over sixty-four domestic destinations in Brazil and sixteen international destinations in Argentina, Aruba, Bolivia, Colombia, Costa Rica, the Dominican Republic, Mexico, Paraguay, Suriname, the United States, and Uruguay. The Company’s domestic network is focused on the large urban markets of São

Paulo, Rio de Janeiro, Brasilia, and Salvador. The Company offers approximately 650 flights per day.

In São Paulo, the Company operates out of the city’s two main airports, Congonhas–Deputado Freitas Nobre Airport and Guarulhos–Governor André Franco Montoro International Airport, and offers approximately 200 daily departures from these airports. In Rio de Janeiro, the Company offers flights from both Galeão–Antonio Carlos Jobim International Airport and Santos Dumont Airport, totaling approximately eighty-five daily departures from these airports. From Brasilia and Salvador, the Company offers approximately fifty-five and forty daily departures, respectively.

The Company’s domestic network offers significant connectivity between Brazilian regions, high frequencies at preferred airports, and a strong presence in the highest demand markets. Unlike many other low-cost carriers, the Company offers a combination of hub-and-spoke and point-to-point flights. This combination allows the Company to quickly respond to changes in customer preferences and to achieve high aircraft utilization and load factors.

Internationally, the Company’s network offers approximately twenty daily roundtrips. The Company serves five airports and four cities in Argentina, two cities in the United States, and one city each in Aruba, Colombia, Costa Rica, Uruguay, Bolivia, Paraguay, the Dominican Republic, Mexico, and Suriname. The international cities served constitute a mix of popular business destinations (e.g., Buenos Aires) and leisure destinations (e.g., Orlando). In total, the Company maintains over thirty international routes. The Company plans to further expand its international operations by taking advantage of the partnership with Avianca and by utilizing the extended range capabilities of the 737 MAX-8 aircraft.

In addition to the Company’s own network, as of November 2024, the Company had seventeen codeshare agreements with Aerolíneas Argentinas, AeroMéxico, Air Canada, Air Europa, Air France, American Airlines, Avianca, Azul, Copa Airlines, Emirates, Ethiopian Airlines, KLM, Royal Air Maroc, South African Airways, TAAG, TAP, and Turkish Airlines; fifteen frequent flyer agreements; and forty-seven interline and electronic ticketing agreements. The Company is currently in discussions with a select group of international carriers with respect to expanding its codeshare relationships as an integral part of its go-forward plans.

Passenger revenue is primarily derived from ticket sales, including revenue from redemption of miles under the Smiles loyalty program. Ancillary revenue contributing to passenger revenue includes additional charges billed to passengers, such as revenue from on-board sales, ticket change fees, excess baggage charges, on-board Wi-Fi, and various other services.

The Company’s passenger revenue represented above 89% of its total revenue in each of 2021, 2022, and 2023.

Smiles, the Company’s loyalty program with over 23.9 million members as of November 2024, provides significant revenue for the Company. Smiles provides incentives for customers to

book air travel, boosting ticket sales and the number of repeat customers. Smiles award tickets are responsible for approximately 20% of total passenger bookings.

The Smiles program allows members to accumulate miles through (i) flights with the Company and its international airline partners; (ii) using credit cards issued by any of the significant Brazilian commercial banks, including through co-branded cards from Banco Bradesco S.A., Banco do Brasil S.A., and Banco Santander S.A.; (iii) purchases at a broad network of retail partners, including Localiza (the largest car rental agency in Brazil), global hotel chain Accor Hotels, and popular hotel booking site Rocketmiles, among others; (iv) direct purchases of miles to book travel; and (v) purchases of miles and benefits through Clube Smiles. The Company is Smiles’ primary redemption partner, but members may also redeem miles for products and services from other commercial partners.

The Company operates Brazil’s largest cargo airline, GOLLOG, which generates revenue using cargo space on regularly scheduled passenger aircraft and dedicated cargo fleet. With approximately 36% market share leading the cargo industry in 2023, as measured by domestic carried weight, the Company’s cargo revenues almost doubled in 2023 as compared to 2022 and increased by approximately 30% in 2024 as compared to 2023, representing approximately 7% of its gross revenue so far in 2024. The Company’s cargo business has grown at higher rates than its passenger travel business, largely because it has an excellent and diversified base of clients in the business-to-business segment and e-commerce markets and are well-positioned to support this market’s expected growth. The Company is committed to delivering quality logistic solutions and expect the cargo business will be an increasingly important contributor to their financial performance.

Additionally, in the second half of 2022, the Company began cargo fleet operations under a ten-year commercial agreement with Mercado Livre, one of the largest companies in Latin America, which operates marketplaces for e-commerce and online auctions. The agreement is ACMI-based (“Aircraft, Crew, Maintenance & Insurance”), with rates based on “power-by-the-hour,” ensuring a minimum of 150 block hours per aircraft. The rates include all fixed costs, such as ACMI, selling, general, and administrative expenses, maintenance expenses, operations expenses, and systems expenses, with a profitable margin. The agreement also includes a pass-through with an administrative fee to cover fuel, handling, and airport fees. These cargo operations, which are part of the ongoing investment to serve the needs of the growing Brazilian e-commerce market, will rely on a dedicated freighter fleet of Boeing 737-800 BCF, the first of which the Company received and began operating in 2022. The Company plans to further expand this fleet.

The Company faces intense competition on all operating routes from existing scheduled airlines, charter airlines, and potential new participants in the market. Competition from other airlines has a greater impact on the Company when compared to competitors because the Company has a greater proportion of flights connecting Brazil’s busiest airports, where competition is more intense. In contrast, some of the Company’s competitors have a greater proportion of flights

connecting less busy airports, where there is little or no competition. The Brazilian airline industry also faces competition from ground transportation alternatives, such as interstate buses.

In the past, existing and potential competitors have undercut the Company’s fares and increased capacity on their routes in an effort to increase their market share of business traffic. In addition, low-cost carrier business models have been gaining increasing momentum in the Latin American aviation market in recent years. The recent successes of other low-cost carriers—including Wingo in Colombia, Azul in Brazil, Viva Aerobus and Volaris in Mexico, and Sky Airline and JetSMART in Chile—continue to penetrate the Company’s home market. Significant and lasting downward pressure on fares—including pressure from the Brazilian government to lower air fares—could compel the Company to continue to further adapt its business model to evolving passenger preferences.

The Company is well-positioned to succeed going forward, building on the core strengths of its existing business, including its leadership position in the Brazilian domestic market, its strong brand and partnerships, its prominent position at key hubs in São Paulo, Rio de Janeiro, and Brasilia, and the strength of the Smiles program, to emerge from these Chapter 11 Cases as an elite competitor in the South American airline marketplace for years to come.

The Company’s fleet renewal program will provide it with a fleet that is more fuel efficient, requires less capital-intensive maintenance for the initial years of operation, provides higher operational reliability, and offers additional cost savings. The Company already has an attractive cost structure, with per-flight costs below those of its domestic competitors. By increasing both the operationally available fleet and the seat capacity thereon, the Company will be able to achieve even greater scaling of its fixed costs. As of today, the Company generates operating margins near the top of its industry; the long-term elements of the Company’s model support this performance and remain in place despite the negative financial pressures.

Significantly, the Company’s network includes valuable positions in slot-controlled airports preferred by corporate and high-yield leisure travelers, which will continue to provide the Company with a significant competitive advantage. For example, Congonhas Airport in São Paulo and Santos Dumont Airport in Rio de Janeiro are close to the cities’ business centers and are the preferred airports for travelers between these two urban centers. Neither airport is likely to add many slot positions into which other airlines could expand, which enhances the strategic value of the Company’s existing airport slot portfolio.

The Company is also positioned to benefit from the increased demand for international travel. The 737 MAX exhibits increased range capabilities over its older 737NG fleet, thereby enabling the Company to offer more international destinations while maintaining the efficiencies of an all-737 fleet. Furthermore, the Company has historically maintained valuable strategic commercial relationships with Avianca and U.S. and European carriers, and the Company’s go-forward strategy is to broaden and strengthen those types of commercial relationships.

Smiles and GOLLOG will continue to play a key role in generating revenue. Smiles continues to raise brand awareness and value and establish customer loyalty. Through its

partnerships with Brazilian financial institutions, travel companies, and retailers, the Smiles loyalty network includes over 22 million customers who create above average per customer revenues for the Company. Additionally, the long-term partnership with Mercado Livre will allow the GOLLOG cargo business to benefit from the fast-expanding Latin American e-commerce market and to diversify its revenue sources.

Finally, the Company’s experienced and innovative management team has been bringing low-cost travel to Brazilians for twenty-three years and is committed to serving the Company’s customers into the future. The management team has backgrounds in finance, banking, aircraft and fleet operations, supply chain management, financial planning, and Brazilian regulatory and legal matters. The Company’s management team is well-regarded throughout the industry for maintaining strong profit margins, adopting new technologies early, and producing impressive rankings in customer service. This management team brought the airline through the pandemic with limited direct support from the government and has been active in finding creative solutions with the airline’s many stakeholders and partners.

As described more fully in the Debtors’ motion to continue to use their cash management system, factor receivables, and engage in intercompany transactions [Docket No. 190], the Debtors engage in business transactions in the ordinary course of business with other Debtors for disbursements related to day-to-day operations, which result in intercompany receivables and payables. For example, the Debtors’ capital raising entities historically make loans or contributions to the Debtors’ main operating entity, GLA, and to the Debtors’ aircraft acquisition entity, GAC, as well as engage in intercompany transactions amongst themselves. In the case of GFL and GEF, each a special purpose vehicle without material assets or business operations independent of the Company, these entities were also vehicles for carrying out the debt issuances and intercompany transfers used to implement the Abra Transaction. The Debtors track all intercompany transfers in their accounting system, and all intercompany transactions are reflected in the Debtors’ Schedules, including the Amended Schedules and SOFAs. For purposes of the settlement incorporated in the Plan and the distributions to holders of Allowed General Unsecured Claims, it is assumed that all Intercompany Claims are valid, and value is allocated in accordance therewith.

GLAI is a holding company that directly or indirectly owns shares of nine subsidiaries. Four of GLAI’s subsidiaries are incorporated in Brazil: Debtors GLA, Smiles Viagens e Turismo S.A., Smiles Fidelidade S.A., and GTX S.A. Five other subsidiaries are incorporated elsewhere: Debtors GFC (Cayman Islands), GAC, Inc. (Cayman Islands), GFL (Luxembourg), Smiles

Fidelidade Argentina S.A. (Argentina), and Smiles Viajes y Turismo S.A (Argentina). Debtor GEF is owned by Stichting Holding GOL Equity Finance, a Dutch foundation.^[4]

GLAI’s operating subsidiary is GLA, which conducts the Company’s air transportation business.^[5] GFC, GAC, Inc., and GFL facilitate cross-border general financing and aircraft financing transactions; Smiles Fidelidade S.A. and Smiles Fidelidade Argentina S.A. serve the Smiles business, the Company’s loyalty program; Smiles Viagens e Turismo S.A. and Smiles Viajes y Turismo S.A. are travel agencies; and GTX S.A. is a holding company (with currently no equity holdings). GEF is a special purpose vehicle and the issuer of certain of the Company’s convertible bonds. GLAI is the direct and indirect parent company of the entire corporate enterprise except for GEF.

GLAI is a Brazilian corporation (sociedade por ações) and a public reporting company under section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). GLAI’s preferred shares are traded under the symbol “GOLL4” on B3 S.A. (Brasil, Bolsa, Balcão, the São Paulo Stock Exchange). GLAI has also issued American Depository Receipts (“ADRs”) through The Bank of New York Mellon, as depositary bank, which represent preferred shares and are traded under the symbol “GOL” on the New York Stock Exchange.^[6] The ADRs commenced trading on the NYSE on June 24, 2004. As of November 2024, GLAI had 2,863,682,500 shares of common stock outstanding and 338,594,338 shares of preferred stock outstanding (including preferred shares represented by ADRs and 2,109 preferred shares held by GLAI as treasury shares).

Abra Group Limited, a company formed by an agreement between the controlling shareholder of the Company and the principal shareholders of Avianca Group International Limited (“Avianca”), has an approximately 53% economic interest in GLAI. In March 2023, Abra concurrently closed a private placement with Abra investors and a private debt investment in the Company (i.e., the Abra Transaction), discussed further below.

As of the Petition Date, on a consolidated basis, the Company’s balance sheet reflected assets and liabilities of approximately $3.4 billion and $8.1 billion, respectively, with negative stockholders’ equity of approximately $4.7 billion.

As of the Petition Date, on a consolidated basis, the Company had approximately $4.1 billion of outstanding funded indebtedness and lease obligations,^[7] of which approximately $2.2 billion was secured by a substantial portion of the Debtors’ assets, including (i) certain trademarks and other intellectual property, (ii) aircraft engines and spare parts, and (iii) certain credit card receivables from the sale of airfare and receivables from the loyalty program mileage points. An overview of the Debtors’ indebtedness follows:

On March 2, 2023, GFL issued to Abra an aggregate principal amount of $896,664,000 of senior secured notes maturing in 2028 that accrue interest at the rate of 18.00%, consisting of 4.50% cash interest and 13.50% PIK interest. The 2028 Senior Secured Notes are secured by, among other things, and subject to the terms of the 2028 Senior Secured Notes Documents, a fiduciary assignment^[8] of certain intellectual property and other assets related to the Smiles loyalty program, all shares of Smiles Fidelidade S.A., and, on a pari passu basis, all collateral securing the 2026 Senior Secured Notes (as described below). From March 2023 to September 2023, the principal amount of 2028 Senior Secured Notes was increased by cash disbursements from Abra to the Company and accrued interest for a total of $1,292,879,000 of the 2028 Senior Secured Notes effectively issued. In September 2023, as contemplated and permitted by the terms of the 2028 Senior Secured Notes Documents, GFL redeemed $1,180,442,000 in principal amount of the 2028 Senior Secured Notes from Abra, and Abra concurrently purchased the same principal amount of 2028 Senior Secured Exchangeable Notes from GEF. The 2028 Senior Secured Exchangeable Notes carry substantially identical interest and security terms as the 2028 Senior Secured Notes and are exchangeable into preferred shares of GLAI subject to certain conditions. All 2028 Senior Secured Notes and 2028 Senior Secured Exchangeable Notes are held by Abra Group Limited and Abra Global Finance. As of the Petition Date, the aggregate outstanding principal amount of 2028 Senior Secured Notes and 2028 Senior Secured Exchangeable Notes was $270 million and $1.207 billion, respectively.

On December 23, 2020, GFL issued $200 million in aggregate principal amount of 8.00% senior secured notes maturing June 30, 2026. On May 11, 2021, and September 28, 2021, GFL issued $300 million and $150 million in aggregate principal amount of additional 2026 Senior Secured Notes, respectively. The 2026 Senior Secured Notes are secured by a fiduciary assignment of certain spare parts and the intellectual property of the Company. Certain 2026 Senior Secured Notes were tendered in connection with the Abra Transaction. As of the Petition Date, the aggregate outstanding principal amount of the 2026 Senior Secured Notes was $251.17 million.

On December 30, 2022, GFL issued $125,699,947.99 in aggregate principal amount of 5.00% senior secured amortizing notes due 2026 and $70,077,902.47 in aggregate principal amount of 3.00% subordinated secured amortizing notes due 2025. The Glide Notes were issued in exchange for the full release of certain aircraft lease payment obligations under deferral agreements and certain other obligations owing to the participating aircraft lessors.

The Glide Notes due 2026 amortize in ten equal quarterly installments ending on June 30, 2026; the Glide Notes due 2025 amortize in nine equal quarterly installments ending on June 30, 2025. The Glide Notes due 2025 are contractually subordinated to the Glide Notes due 2026. The Glide Notes are secured by a fiduciary assignment of receivables under a partnership agreement for sale of mileage points under the Smiles loyalty program and proceeds of the receivables deposited in a segregated account.

On January 27, 2023, and July 19, 2023, GFL issued additional Glide Notes due 2026 in aggregate principal amounts of $6,992,575.20 and $8,969,737.96, respectively. On April 20, 2023, and June 7, 2023, GFL issued additional Glide Notes due 2025 in aggregate principal amounts of $19,976,057.79 and $9,000,000.00, respectively. As of the Petition Date, the aggregate principal amount of Glide Notes due 2026 and Glide Notes due 2025 outstanding was $141.66 million and $66.04 million, respectively.

On October 28, 2018, April 16, 2020, and October 1, 2020, GLA issued, in three series, the 7a Debentures^[9] in the aggregate principal amount, as of the Petition Date, of approximately R$411,125,967.60 (equivalent to US$83,562,188.54).^[10] The 7a Debentures are held by Banco do Brasil S.A. and Banco Bradesco S.A. On October 27, 2021, GLA issued the 8a Debentures (together with the 7a Debentures, the “Debentures”) in the aggregate principal amount, as of the Petition Date, of approximately R$445,340,923.24 (equivalent to US$90,516,447.81). The 8a Debentures are held by Banco Santander S.A. (Brasil) and Banco do Brasil S.A.

During the third quarter of 2023, the terms of repayment and security of the Debentures were amended with the consent of the applicable Debenture Banks. The Debentures accrue interest at the rate of variation of the Brazilian interbank deposit certificate (the CDI rate) plus 5.00% and are secured by a fiduciary assignment of certain Visa®-branded credit and debit card receivables. The Debentures amortize in monthly installments ending on June 27, 2026. As of the Petition Date, the aggregate amount outstanding under the 7a Debentures and the 8a Debentures (including accrued interest) was R$411,385,431.67 (equivalent to US$83,614,925.14) and R$445,621,980.57 (equivalent to US$90,573,573.29), respectively.

As detailed below, on August 2, 2024, the Bankruptcy Court entered an order [Docket No. 844] approving an agreement between GLAI, GLA, and the Debenture Banks amending the

terms of the Debentures. Among other things, the Debtors agreed to amend the Debentures to provide for during the Chapter 11 Cases (i) payment of contractual interest at the CDI+5.25% (amended from 5.0% prepetition), (ii) an amortization payment of 10% of the outstanding balance amortizing from entry of the Debenture Banks Order, with the remaining 90% to amortize in equal monthly installments through December 2027 (as extended from June 2026), and (iii) a structuring fee of 1.0% of the outstanding balance of the Debentures. Subject to confirmation of a Plan, the Debtors agreed to provide the same treatment to the holders of the Debenture Claims on account of the Debentures under the Plan. In exchange, the Debenture Banks agreed to (i) provide for the factoring of receivables, including Visa Receivables (as defined in the Debenture Banks Order), up to a committed credit line of R$1.87 billion in receivables, subject to certain conditions, (ii) renew expiring standby letters of credit, and (iii) support a chapter 11 plan containing the terms set forth in the Debenture Banks Order.

From time to time, the Company issues credit lines with private banks using import spare parts and aeronautical equipment, or import financing (the “FINIMPs”). As of the Petition Date, GLA had approximately $4.1 million in FINIMPs held by Banco Safra S.A. (Luxembourg Branch) outstanding.

In August 2022, GLA issued a secured bank credit note (Cédulas de Crédito Bancário) to Banco Safra S.A. in the principal amount of approximately $14 million. The 2022 Bank Credit Note accrues interest at the CDI rate plus 4.70%, amortizes in monthly installments ending on February 29, 2024, and is secured by a fiduciary assignment of American Express credit and debit card receivables. As of the Petition Date, the Debtors had approximately $985,000 outstanding under the 2022 Bank Credit Note.

As detailed below, the Debtors and Banco Safra S.A. and Banco Safra S.A. (Luxembourg Branch) (collectively, “Safra”) entered into a stipulation, as entered by the Bankruptcy Court on May 29, 2024 [Docket No. 648], regarding, among other things, adequate protection of Safra’s secured claims in exchange for agreements to factor certain credit and debit card receivables and amendments to the secured notes held by Safra to reflect the terms of the Safra Stipulation.

In September 2022, GLA issued a secured bank credit note (Cédulas de Crédito Bancário) to Banco Pine S.A. (“Pine”) in the principal amount of approximately $8 million (the “Pine Credit Note”). The Pine Credit Note accrues interest at 18.53%, amortizes in monthly installments ending on September 20, 2024, and is secured by a bank deposit certificate. As of the Petition Date, the Debtors had $3.6 million outstanding under the Pine Credit Note.

As detailed below, the Debtors and Pine entered into a settlement agreement, as authorized by the Bankruptcy Court on August 26, 2024 [Docket No. 928], to, among other things, amend or enter into new agreements to evidence an obligation of approximately $2,199,963 in favor of Pine, which will be amortized over four years beginning in September 2024. The Debtors also agreed to make monthly interest payments to Pine on this amount at an annual interest rate of 15.8%. Pine agreed to provide the Debtors with a new credit line of approximately $3,046,798 to allow the

Debtors to enter into derivative financial instruments related to currency or oil and its subproducts. Pine also agreed to dismiss the collection action it commenced against the Debtors in Brazil and not undertake any judicial or extrajudicial measures to collect any prepetition amounts from the Debtors.

In September 2018, GLA entered into a Partnership and Cooperation Agreement (the “Partnership Agreement”) with Banco Rendimento S.A. (“Rendimento”), pursuant to which Rendimento agreed to purchase up to approximately $6.1 million of GLA’s trade payables directly from GLA’s suppliers. Pursuant to the Partnership Agreement, as of the Petition Date, Rendimento had purchased approximately three receivables from Vibra Energia S.A., each in the amount of approximately $2 million. To secure approximately 50% of the first approximately $4 million of payables purchased by Rendimento, GLA granted Rendimento a fiduciary assignment of approximately $2 million of receivables related to short-term investment securities held by GLA at Rendimento.

As detailed below, on August 29, 2024, the Bankruptcy Court entered an order [Docket No. 904] approving a settlement agreement between the Debtors and Rendimento. Pursuant to the settlement agreement, the Debtors and Rendimento agreed to amend their existing agreements or enter into new agreements to evidence an obligation in favor of Rendimento in the amount of approximately $4,054,518. The Debtors agreed to make monthly principal payments to Rendimento of less than $100,000 over four years, with the first installment due on the later of August 23, 2024, or three (3) days after the execution of definitive documentation. The Debtors also agreed to make interest payments to Rendimento on this amount at an annual interest rate of 13.7%. Rendimento agreed to refrain from undertaking judicial or extrajudicial measures to collect on any prepetition amounts from the Debtors or Reorganized Debtors.

ii.                    Unsecured Debt

On March 26, 2019, GEF issued $300 million in aggregate principal amount of 3.75% unsecured 2024 senior exchangeable notes due July 15, 2024. On April 17, 2019, and July 22, 2019, GEF issued an additional $45 million and $80 million, respectively, in aggregate principal amount of 2024 Senior Exchangeable Notes. The 2024 Senior Exchangeable Notes are exchangeable into preferred shares of GLAI subject to certain conditions. Certain 2024 Senior Exchangeable Notes were tendered in connection with the Abra Transaction. As a result, as of the Petition Date, the aggregate principal of the 2024 Senior Exchangeable Notes outstanding was $42.5 million.

On December 11, 2017, GFL issued $500 million in aggregate principal amount of 7.00% unsecured 2025 Senior Notes due January 31, 2025. On February 2, 2018, GFL issued an additional $150 million in aggregate principal amount of 2025 Senior Notes. Certain 2025 Senior Notes were tendered in connection with the Abra Transaction. As of the Petition Date, the aggregate principal of the 2025 Senior Notes outstanding was $354.1 million.

On April 5, 2006, GFC issued $200 million in aggregate principal amount of 8.75% unsecured Perpetual Notes. Certain Perpetual Notes were tendered in connection with the Abra Transaction. As of the Petition Date, the aggregate principal of the Perpetual Notes outstanding was $140.2 million.

In October 2020, GLA issued an unsecured bank credit note (Cédulas de Crédito Bancário) to Safra in the principal amount of approximately $2 million. The 2020 Bank Credit Note accrues interest at the CDI rate plus 4.907% and amortizes in monthly installments ending on October 23, 2025. As of the Petition Date, approximately $1.396 million was outstanding under the 2020 Bank Credit Note. Additionally, GLA owes certain unsecured trade payables to Safra in the amount of $15,046.00.

On November 2023, GLA obtained a $25 million credit facility with Air France-KLM (the “AF-KLM Credit Facility”). The AF-KLM Credit Facility carries no interest. As of the Petition Date, approximately $20.2 million of the AF-KLM Credit Facility was outstanding, which has since been paid off pursuant to the Final Order (i) Authorizing the Debtors to (a) Assume Certain Critical Airline Agreements, (b) Honor Prepetition Obligations Related Thereto, and (c) Enter into New Critical Airline Agreements; (ii) Modifying the Automatic Stay; and (iii) Granting Related Relief [Docket No. 195].

As of the Petition Date, the Debtors had approximately $185.4 million of unsecured trade payables outstanding.

As of the Petition Date, the Debtors operated 141 aircraft under lease agreements, pursuant to which they are required to make monthly lease payments and meet certain other obligations (which may include maintenance, servicing, and insurance expenses) and comply with specified return conditions of the leased aircraft. As of the Petition Date, the Debtors had sixty-four spare engines under lease agreements, pursuant to which they are required, subject to certain exceptions, to make lease rental payments and to bear the maintenance expenses and comply with the return conditions of each engine. As of the Petition Date, the Debtors’ lease obligations aggregated approximately $1.92 billion, with approximately $353.6 million payable over the twelve months following the Petition Date.

From time to time, the Company enters into letters of credit with lessors in support of their lease obligations. As of the Petition Date, these letters of credit totaled $84.7 million, of which $27.4 million were cash collateralized.

The Debtors also have obligations arising from or related to certain litigation claims asserted by Brazilian plaintiffs and governmental authorities (as described in the Debtors’ Motion for Entry of Interim and Final Orders (i) Authorizing Them to Pay Certain Lien Claimants and (ii) Granting Related Relief [Docket No. 20]).

SECTION III.
Key Events Leading to the Chapter 11 Cases

The Company’s business is profitable and operationally successful; the Company is able to make current lease payments, and revenues generated from flights are generally in excess of the costs incurred to operate those flights. But increased costs and reduced availability of financing reduced the Company’s ability to service legacy liabilities and to make required investments, resulting in a substantial liquidity need that ongoing operations and other sources of liquidity were insufficient to satisfy. Further, the Company viewed the foreseeable operating outlook as favorable, but was unable to make the appropriate growth investments to support the long-term prospects of the business. The Debtors filed the Chapter 11 Cases to enable them to, among other things, restructure their balance sheet, allow them to reduce their outstanding obligations and raise new capital for future growth, while ensuring continued service to customers by maintaining their operating fleet, route network, and employee census.

Although the most significant economic impact on the Company’s liquidity issues leading up to these Chapter 11 Cases was the long-term effects of the COVID-19 pandemic in 2020 discussed below, certain unfavorable events occurred even before then. The most notable of these was the temporary grounding of Boeing 737 MAX 8 aircraft in 2019. The Company employs a single narrow-body fleet of Boeing 737s to provide maximum operational flexibility and efficiency. In 2018, the Company took delivery of their first seven Boeing 737 MAX 8 aircraft. In 2019, however, this model was temporarily grounded by more than fifty regulators worldwide, preventing the Company from deploying their newest aircraft and forcing them to increasingly rely on older aircraft to meet their operational needs. This led to increased near-term maintenance and servicing on the older aircraft, creating greater demands on cash and affecting planned capacity, and prevented the Company from realizing certain expected efficiencies and financial opportunities anticipated in connection with the newer aircraft.

In late 2020, the 737 MAX 8 model was cleared to return to service, and by the end of 2022, the Company had a total of thirty-six new 737 MAX 8 aircraft. These newer aircraft have increased the Company’s operational efficiency and enabled it to return and retire some of the older aircraft. Between the 737 MAX 8 grounding and supply-chain issues caused by the COVID-19 pandemic, the Company’s sole source of new aircraft, Boeing, has had significant delays in the delivery of new aircraft, which has further postponed the planned modernization of the Company’s fleet.

The global COVID-19 pandemic, beginning in 2020, severely affected the Company’s business. At the worst point during the pandemic, the Company operated fewer than fifty daily flights, representing a 90% decline from pre-pandemic levels—which resulted in significant negative operating cashflow. In addition to this liquidity shortfall, the Company lost access to lines of credit and was forced to temporarily pause certain scheduled heavy maintenance, primarily on engines. Because the government of Brazil, unlike certain other countries, did not provide direct monetary support to airlines, the Company did not have access to any direct financial assistance from the government. As a result, the Company used all of its available liquidity sources to maintain operations, as well as pre-pandemic fleet and employee base sizes.

Notwithstanding the precipitous decline in demand and financial constraints, during the pandemic, the Company was able to obtain agreements with key constituencies that enabled it to weather the crisis. For example, the Company reached agreements with all labor unions to reduce salaries and with government agencies, taxation agencies, and certain lessors to defer certain cash payments. While this allowed the Company to continue operating and serving its customers, the deferred obligations continued to accrue, and many remain outstanding today. These deferred outstanding obligations include those related to suppliers, air traffic control fees, airport usage, and taxes, among others.

The Company’s significant indebtedness is denominated in Brazilian reals and U.S. dollars, meaning that the Company is sensitive to the interest rate environment in both Brazil and the United States. In early 2023, interest rates in Brazil climbed, with the reference rate reaching 13.65% before gradually starting to decrease to 11.65% in late 2023. In the United States, interest rates have also climbed in recent years, peaking at 5.40% in September 2023 from less than 0.1% two years prior. Additionally, in 2023, the availability and pricing of credit also deteriorated: in early 2023, the Brazilian domestic credit markets severely contracted after a large retailer group, Lojas Americanas, filed for local bankruptcy proceedings in Brazil. This filing created a significant reduction in local credit availability in Brazil. As a result, the Company was unable to roll over and refinance certain local credit lines, while refinancings were effected at much interest higher rates, which negatively impacted the Company’s liquidity and cost of debt.

As a result, although the Company remained operationally profitable, its deferred accrued obligations related to maintenance, fees and taxes, and certain funded debt created a substantial near-term liquidity shortage that operations alone were unable to meet. The Company engaged in a series of transactions in late 2022 and 2023 to address these issues, the most significant of which are discussed briefly below.

While the Company’s operations enabled them to make current lease payments, significant lease arrears and deferrals accumulated during the pandemic. To address this gap, at the end of 2022, the Company reached an agreement with a subset of their lessors to exchange certain deferred lease-related obligations for senior amortizing notes in the same amount (the Glide Notes),

which was approximately $220 million. This enabled the Company to obtain a grace period and then amortize the deferred lease obligations over a period of approximately three years.

In 2023, the Company entered into a significant new business combination with Abra. Abra is an airline group that partners the Company and Avianca, a Colombia-based international airline. The Company and Avianca are complementary airlines, both in operational models and in destinations served. Having recognized this, the companies entered into a strategic partnership and business venture. Abra now provides a platform through which the Company and Avianca can realize commercial and operational synergies and gain a competitive edge in the global airline market. Abra also opens the door to other potential opportunities and combinations with other industry players.

In March 2023, the Abra Transaction closed. Abra Global Finance issued the Abra Notes to international bond investors (principally to members of an ad hoc group of GEF, GFL, and GFC bondholders). In exchange for these bonds, the investors provided cash and tendered their holdings of 2024 Senior Exchangeable Notes, 2025 Senior Notes, 2026 Senior Secured Notes, and Perpetual Notes at substantial discounts, which notes were tendered to the Company in exchange for the Company’s private placement of the 2028 Senior Secured Notes with Abra. Approximately $1.2 billion of the 2028 Senior Secured Notes, issued by GFL, were subsequently redeemed by GFL at Abra’s election. Abra then purchased an equivalent amount of 2028 Senior Secured Exchangeable Notes issued by GEF (which carried substantially identical interest and security terms as the 2028 Senior Secured Notes). GEF used the proceeds it received from its issuance of the 2028 Senior Secured Exchangeable Notes to purchase the GLAI warrants. The Abra Transaction enabled the Company to retire nearly $1.1 billion in near-term obligations at an average price of seventy-one cents on the dollar and provided the Company with approximately $400 million in much-needed liquidity, in exchange for which the Company took on approximately $1.458 billion in new debt at a net higher interest rate, secured by substantially more collateral as compared to the Company’s retired secured debt.

In October 2024, Abra and certain holders of the Abra Notes entered into a transaction to refinance certain of the Abra Notes. As a result of that refinancing transaction, the holders of the Abra Notes consensually released the Prepetition Debtor Abra Notes Pledged Liens (as defined in the DIP Order).

Following the closing of the Abra Transaction in March 2023, the Company continued to work toward consensual liability adjustments with all stakeholders. The Company’s key goals included modifying aircraft and engine leases with existing lessors, addressing maintenance capex requirements, extending short-term liabilities, and working with local government and banks to defer and/or reduce liabilities. The Company’s advisors and management aimed to address the Company’s liquidity issues through a comprehensive approach that focused on keeping key stakeholders at the table while exploring options for securing additional capital.

In the fall of 2023, the Company initially sought additional capital in an out-of-court restructuring process in the amount of $600 million, but this was later upsized in early December 2023 to $950 million due to near-term headwinds related to the Company’s liquidity outlook and a reduced number of operating aircraft. The Company’s advisors reached out to over twenty lenders from various financial institutions (i.e., private equity firms, hedge funds, and airline focused funds) to solicit interest in providing this capital to the Company.

In January 2024, it became increasingly likely that the Company would require the breathing room provided by a chapter 11 process to effectuate its reorganization, including an immediate infusion of liquidity through debtor-in-possession (“DIP”) financing. Accordingly, the Company and its advisors initiated a dual process, requesting proposals for both an out-of-court capital raise and DIP financing. Due to the short timeframe in which the funds were needed, the solicitation efforts focused on the parties best able to move quickly and to deliver the amount required.

During this time, the Company also focused on lessor outreach. The Debtors’ advisors contacted each of the Company’s twenty-seven lessors (seventeen aircraft-only lessors, three lessors of both aircraft and engines, six engine-only lessors, and one legacy lessor), making presentations and proposals regarding go-forward lease modifications. Although these efforts resulted in several successful agreements and deferral arrangements, they were unable to address the entirety of the Company’s accrued obligations prior to commencing these Chapter 11 Cases due to the inability to obtain $950 million of new capital financing.

While the Company’s prepetition efforts enabled them to address certain immediate liquidity needs, the Company nonetheless had to commence the Chapter 11 Cases given the substantial amount of deferred obligations coming due and the required capital investments needed to restructure their obligations that could be satisfied by operational revenues alone.

SECTION IV.
Overview of the Chapter 11 Cases

On January 25, 2024, each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their business as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

On the Petition Date, the Debtors filed multiple motions seeking various relief from the Bankruptcy Court to facilitate a smooth transition into chapter 11 and minimize any disruptions to their operations (the “First Day Motions”). The Bankruptcy Court granted substantially all of the relief requested in the First Day Motions on a final basis and entered various orders authorizing the Debtors to, among other things:

The Debtors also filed various motions regarding procedural issues that are common to chapter 11 cases of similar size and complexity as the Chapter 11 Cases. The Bankruptcy Court granted substantially all of the relief requested in such motions, authorizing the Debtors to, among other things:

The Debtors obtained authority from the Bankruptcy Court to retain various professionals to assist them in administering the Chapter 11 Cases, including, without limitation:

Each of the professionals’ engagement letters and related filings, can be found at https://cases.ra.kroll.com/GOL/.

In January 2024, prior to the commencement of these Chapter 11 Cases, GLAI’s board of directors constituted the Restructuring Committee and appointed three members—Paul Stewart Aronzon, Timothy Robert Coleman, and Marcela de Paiva Bonfim Teixeira—all of whom are independent directors of GLAI’s board. Mr. Aronzon and Mr. Coleman collectively have more than 80 years of restructuring experience, and Ms. Teixeira has more than 22 years of business experience. The Restructuring Committee was appointed to serve as an advisory committee to GLAI’s board of directors, endowed with the powers and authority to evaluate, review, oversee negotiations, and provide recommendations to GLAI’s board regarding any matters arising from, or related to, the Chapter 11 Cases. At substantially the same time that the Restructuring Committee was appointed, Joseph Wilfred Bliley IV was appointed as the Debtors’ Chief Restructuring Officer.

Soon after its appointment, the Restructuring Committee commenced an investigation into certain prepetition financing and other transactions that had been effectuated by the Debtors in the years leading up to the Petition Date to determine whether there were any potential causes of action in connection therewith that would inform the Restructuring Committee’s views on potential litigation, plan formation, distribution of value, and settlements, if any.

At the direction of the Restructuring Committee, Hughes Hubbard & Reed LLP (“Hughes Hubbard”), led the investigation. The Hughes Hubbard team included attorneys highly experienced in restructuring and investigation matters, and included, among others, the co-chairs of Hughes Hubbard’s investigations practice group, one of whom is a former senior Department of Justice official, as well as the co-chair of Hughes Hubbard’s corporate reorganization department. The investigation team brought decades of collective experience to the investigation.

Hughes Hubbard investigated the events leading up to and causes of the bankruptcy filing, the Debtors’ business dealings with Abra, including but not limited to the 2023 Abra structured financing that gave rise to the 2028 Senior Secured Notes and the 2028 Senior Secured Exchangeable Notes, payments to insiders, and material financings including the 2024 Senior Exchangeable Notes, the 2025 Senior Notes and the 2026 Senior Secured Notes, the Glide Notes, the Perpetual Notes, and other material business transactions since 2020. With assistance from AlixPartners, LLP (who worked at the direction of Hughes Hubbard), the Restructuring Committee also analyzed the Debtors’ financial condition during the relevant investigation time period.

On behalf of the Restructuring Committee, Hughes Hubbard performed a comprehensive and detailed review of certain potential estate claims, including assessing the strength of possible defenses thereto. As part of the Restructuring Committee investigation, Hughes Hubbard reviewed over 290,000 documents and communications, conducted twenty-six (26) interviews of current and former employees and directors of multiple Debtors, professionals and certain third-parties, and spent over 8,500 hours conducting an in-depth legal analysis of the viability of potential estate claims and defenses thereto. The Restructuring Committee typically met with Hughes Hubbard on a weekly basis and received regular updates regarding the status of the investigation and its findings.

As part of the Restructuring Committee’s investigation, Hughes Hubbard considered a wide range of potential claims against the parties involved in the transactions it investigated (including but not limited to the Debtors, Abra and the Abra Noteholders, and their respective representatives). These included claims for, among other things, breach of contract; breach of the covenant of good faith and fair dealing; conduct-based claims such as breach of fiduciary duty, willful misconduct, gross negligence, fraud, and equitable subordination; claims for aiding and abetting such conduct-based claims; and avoidance claims pursuant to chapter 5 of the Bankruptcy Code such as preference, intentional fraudulent transfer, and constructive fraudulent transfer. Hughes Hubbard also analyzed the amount and legal basis for Abra’s claims for a make-whole premium in connection with the Abra Transaction (the “Make-Whole”), original issue discount and postpetition interest, as well as its assertion of a secured claim. In considering these various claims and potential defenses thereto, Hughes Hubbard thoroughly analyzed the facts, including applicable documents and communications, as well as applicable statutory and case law. Hughes Hubbard performed a detailed analysis of the Abra Transaction as a whole, and similarly considered the other transactions it investigated as a whole.

In or around March 2024, the Committee initiated its own investigation regarding the Abra Transaction. The Committee made discovery requests to the Debtors. Hughes Hubbard responded to the Committee’s information requests, met with the Committee’s advisors, and reviewed and analyzed the claims that the Committee informally asserted regarding the Abra Transaction, as well as potential defenses to such claims.

In July 2024, the Committee presented the Debtors with a list of potential claims relating to the Abra Transaction. With respect to the Abra Transaction, the Committee identified potential preference and fraudulent transfer claims, as well as potential claims for equitable subordination, and raised potential challenges to the portions of the GOL 2028 Notes’ claims relating to make-whole premiums, original issue discount, and postpetition interest. The Committee also

raised potential challenges to the validity and priority of the liens attached to certain of the collateral securing the 2026 Senior Secured Notes, the GOL 2028 Notes, and the Abra Notes. The Committee’s investigation is described further in a separate section of this Disclosure Statement.

Together with its own investigation, Hughes Hubbard analyzed the Committee’s claims and potential defenses to such claims, both in connection with the Restructuring Committee investigation and in connection with plan settlement negotiations with the Debtors, the Committee and Abra.

With respect to potential preference and fraudulent transfer claims, the Restructuring Committee considered, among other things, the potential applicability of the Bankruptcy Code section 546(e) safe harbor defense, the extraterritoriality defense, and defenses of substantially contemporaneous exchange, new value, reasonably equivalent value, good faith, intent, and the three financial condition tests, as well as the ability to meet the specific elements of the various potential claims. The Restructuring Committee investigation found that, taken together, enough of these defenses had merit to present significant challenges to successfully prosecuting such claims.

With respect to contract-based claims, Hughes Hubbard considered the terms of the relevant agreements, contract negotiations, and related communications. With respect to such contract-based claims, the Restructuring Committee investigation did not find any viable claims for breach of contract or breach of the covenant of good faith and fair dealing, but potentially viable arguments to object to Abra’s claims for original issue discount and the Make-Whole (but not claims for postpetition interest). Abra’s claims for the Make-Whole implicated certain conflicting case law decisions, which left the potential outcome of any litigation uncertain.

With respect to conduct-based claims, Hughes Hubbard considered, among other things, the actual intent of relevant parties and corporate law principles on fiduciary duties. With respect to such conduct-based claims, the Restructuring Committee investigation found no evidence that the Debtors, Abra, the Abra Noteholders, or their respective employees, directors, and representatives, in their capacities as such, engaged in fraud or willful misconduct, breached any fiduciary duties, or acted with an intent to hinder, delay, or defraud creditors in connection with the Abra Transaction or otherwise. Moreover, the Restructuring Committee investigation found that any conduct-based claims and avoidance claims would be unlikely to succeed on the merits, taking into account all facts and circumstances, as well as potential defenses to any such claims. Importantly, the investigation found that the Abra Transaction was pursued for legitimate business purposes and provided much needed capital to the Debtors that, absent the Abra Transaction, may not have been available from other financing sources. Due to certain extraneous events, as further described in the Declaration of Joseph W. Bliley in Support of the Debtors’ Chapter 11 Petitions and First Day Pleadings [Docket No. 11], the new money from the Abra Transaction wound up not being sufficient to stave off a bankruptcy filing.

The Restructuring Committee also considered the various potential risks that existed to the ultimate recovery of any of the claims it investigated. Abra and the Abra Noteholders would likely vigorously defend themselves. If successful, these defenses would have rendered the claims being settled worthless and thus greatly impact the litigation’s chances of success, after

expending substantial time and money pursuing the claims. However, while they may not ultimately be meritorious or successful, assertion of the claims investigated by the Restructuring Committee described above could potentially force the Debtors to incur substantial time and costs to litigate them. These factors provided strong support for entry into the Plan Settlement.

The Restructuring Committee also considered the possible distributions to be paid to creditors should the Plan Settlement be approved. Given the magnitude of the secured claims being resolved pursuant to the Plan Settlement, it is possible that there could have been no distributable value to general unsecured creditors absent entry into the Plan Settlement. Instead, pursuant to the Plan Settlement, general unsecured creditors would realize over $200 million in distributable equity value. In light of the many litigation risks associated with the claims being settled, the Restructuring Committee believes that the Plan Settlement provides a substantial benefit to the Debtors’ stakeholders.

Traditional factors analyzed in connection with requests to approve settlements pursuant to Bankruptcy Rule 9019^[11] supported settling claims relating to the Abra Transaction with the Committee and Abra.

This investigation and the conclusions of the Restructuring Committee provided the support needed for the Restructuring Committee to formulate the proposed Plan and engage in negotiations among the Debtors, Abra, and the Committee that ultimately resulted in the Plan Support Agreement.

The DIP Facility was initially proposed to be approximately $950 million in new financing and was approved on an interim basis on January 29, 2024 [Docket No. 59]. Upon entry of the interim order, the Debtors accessed $350 million of the DIP Facility in the form of term loans to subsequently be refinanced by the issuance of notes under the DIP Note Purchase Agreement. The Debtors had access to up to another $150 million of loans upon entry of a final order approving

the DIP Facility, and additional notes could be issued in one additional issuance, subject to the satisfaction of certain conditions. The DIP Facility was to be secured by liens on all of the assets of the Debtors (subject to certain carveouts) including: (i) a first-priority priming lien on all assets pledged to secure the Debtors’ obligations under the 2028 Senior Secured Notes, the 2028 Senior Secured Exchangeable Notes, and the 2026 Senior Secured Notes; (ii) a first-priority lien on all the Debtors’ unencumbered assets; (iii)  a first-priority lien on any and all property and proceeds recovered from avoidance actions; and (iv) a second-priority lien on all the Debtors’ assets subject to valid perfected liens in existence as of the Petition Date other than the liens securing the 2028 Senior Secured Notes, the 2028 Senior Secured Exchangeable Notes, and the 2026 Senior Secured Notes. Outstanding amounts under the DIP Facility bear interest at the rate equal to 30-day SOFR (subject to a 3.50% per annum SOFR floor, but without any credit spread adjustment), plus 10.50% per annum.

After entry of the interim order, the ad hoc group of 2026 Senior Secured Notes holders (the “2026 Senior Secured Notes Ad Hoc Group”), among other parties, filed an objection to the final approval of the DIP Motion arguing that priming was not permitted under the 2026 Senior Secured Notes and that the Debtors were required to provide adequate protection to the holders of these notes [Docket No. 139]. Following good faith negotiations, the Debtors reached a settlement with the 2026 Senior Secured Notes Ad Hoc Group and consensually resolved all other formal and informal objections to the final approval of the DIP Facility. To resolve the dispute with the 2026 Senior Secured Notes Ad Hoc Group, the DIP Facility was modified as follows: (i) the DIP Facility was upsized to a total principal amount of $1 billion, with up to $50 million to be made available to certain members of the 2026 Senior Secured Notes Ad Hoc Group or their designees (without receiving commitment or backstop fees); (ii) the DIP liens were to prime the liens securing the 2026 Senior Secured Notes; (iii) as adequate protection, to the extent of any diminution in value, the holders of the 2026 Senior Secured Notes received a junior lien on the collateral securing the 2028 Senior Secured Notes and 2028 Senior Secured Exchangeable Notes; and (iv) the 2026 Senior Secured Notes Ad Hoc Group received a one-time payment of $800,000 to reimburse their professional fees and expenses.

On February 28, 2024, the Bankruptcy Court entered an order approving the DIP Facility, incorporating the settlement with the 2026 Senior Secured Notes Ad Hoc Group, on a final basis [Docket No. 207]. The DIP Facility provided the Debtors with approximately $1 billion in new liquidity and ensured the Debtors’ ability to pay operating expenses, finance the Chapter 11 Cases and, ultimately, restructure their debts, right-size their operations, and successfully reorganize.

The DIP Facility was initially set to mature on January 29, 2025, subject to the Debtors’ election to extend the maturity date up to two times by up to three months for each extension with the payment of an extension fee. The Debtors elected to make an initial extension of the maturity date and the related milestones, with payment of a $19 million maturity extension fee, payable in kind, extending the maturity date to April 29, 2025.

In early 2025, at the request of the Debtors, the DIP lenders agreed to provide the Debtors with the right to extend certain of the milestones and the maturity date under the DIP Facility by an additional forty (40) days with no extension fee. The Debtors made such election, and the DIP Facility is currently set to mature on June 8, 2025. The Debtors retained their right to elect to

further extend the maturity date to no later than July 29, 2025, subject to payment of a $17,500,000 extension fee, payable in kind.

As noted, the DIP Facility requires compliance with certain milestones, including (as extended) the following: (i) the Bankruptcy Court must enter an order approving the Disclosure Statement acceptable to the Required Holders (as defined in the DIP Indenture) by April 7, 2025; (ii) the Bankruptcy Court must enter a confirmation order by May 26, 2025; and (iii) the Acceptable Plan (as defined in the DIP Indenture) must become effective no later than the then-existing Scheduled Maturity Date (as defined in the DIP Indenture).

In addition to the liquidity provided by the DIP Facility and access to cash collateral of the holders of the 2028 Notes and 2026 Senior Secured Notes, the Debtors reached an agreement for consensual use of certain cash collateral pledged to the holders of the Glide Notes, which was approved by the Bankruptcy Court on March 18, 2024 [Docket No. 289]. As discussed below, the Debtors also reached an agreement for consensual use of the cash collateral securing the Debentures.

On February 9, 2024, the U.S. Trustee appointed the Committee, pursuant to section 1102 of the Bankruptcy Code, to represent the interests of unsecured creditors [Docket No. 114]. On February 13, 2024, the U.S. Trustee filed a notice amending the composition of the Committee from six to seven members [Docket No. 134]. The members of the Committee are: (i) SMBC Aviation Capital Limited; (ii) WWTAI AirOpCo II DAC; (iii) Genesis Aircraft Services Limited; (iv) Honeywell International; (v) Inframerica Concessionaria do Aeroporto de Brasilia S.A.; (vi) Sindicato Nacional dos Aeronautas; and (vii) The Bank of New York Mellon.

The Committee retained the following advisors: (i) Willkie Farr & Gallagher LLP (“Willkie Farr”), as counsel; (ii) Alvarez & Marsal North America, LLC (“A&M”), as financial advisor; (iii) Alton Aviation Consultancy LLC (“Alton”), as special aviation advisor; (iv) Jefferies LLC (“Jefferies”) as investment banker; and (v) Stocche, Forbes, Filizzola, Clapis e Cursino de Moura Sociedade de Advogados, CNPJ N° 17.073.496/0001-26 (“Stocche Forbes”) as Brazilian counsel. The Bankruptcy Court entered orders authorizing the Committee’s retention of these professionals [Docket Nos. 468 (Willkie Farr), 470 (A&M), 469 (Alton), 471 (Jefferies), 467 (Stocche Forbes)].

As set forth in the Committee Recommendation Letter, the Committee supports the Plan and recommends that unsecured creditors vote to accept the Plan.

As of the Petition Date, the Debtors’ fleet consisted of 141 leased aircraft and sixty-four engines. The Debtors and their advisors have engaged in a comprehensive restructuring of their aircraft and engine lease obligations, reaching Court-approved Lessor Agreements with substantially all of their aircraft and engine lessors (the “Lessors”) with respect to prepetition leases. The Lessor Agreements reduced the Debtors’ obligations under their aircraft and engine leases by $700 million, including by mitigating end-of-lease obligations, addressing prepetition arrears, deferrals, and rent obligations. Additionally, the Debtors sourced $375 million of new

capital from the Lessors to aid in addressing engine-related maintenance and financing new deliveries via sale and leaseback (“SLB”) financings, among other things.

The Lessor Agreements, among other things, amended the terms of the leases with respect to rent payments, end-of-lease obligations, and/or return conditions and included provisions regarding maintenance contributions, engine financing, and/or parameters of the general unsecured and administrative claims that the Lessors could assert against the Debtors. The Debtors also agreed to assume certain aircraft and engine leases, as amended pursuant to the Lessor Agreements, upon the Effective Date. Additionally, stipulations entered into in connection with the Lessor Agreements resolved any issues related to the Cape Town Convention on International Interests in Mobile Equipment and the Protocol on Matters Specific to Aircraft Equipment without the need to resort to costly, time-consuming litigation. Furthermore, certain Lessors are holders of the Glide Notes, and, pursuant to the Lessor Agreements, have agreed to the treatment of the Glide Notes provided in the Plan. Certain of the Lessor Agreements also restrict the Lessors’ ability to assign their claims relating to the Lessor Agreements; provided, that such Lessors may convey a participation in such Lessor’s rights to receive any distributions on account of such claims under the Plan so long as such conveyance is not effective until after the Voting Deadline has passed.

The Debtors also added new aircraft and engines to their fleet during the Chapter 11 Cases. At the outset of the Chapter 11 Cases, the Debtors obtained the Bankruptcy Court’s approval of the assumption of certain SLB arrangements with AerCap Ireland Limited (“AerCap”) [Docket No. 210], which allowed the Debtors to assume two aircraft leases and expedite delivery of one aircraft not already in the Debtors’ fleet. This led to an increase in revenue for the Debtors’ estates by approximately $3.5 million per month. Additionally, the Debtors successfully obtained the Bankruptcy Court’s approval of (i) SLB agreements with Engine Lease Finance Corporation (“ELFC”) related to a new LEAP engine [Docket No. 631], (ii) SLB agreements with AerCap related to four Boeing 737-8MAX aircraft [Docket No. 740], (iii) SLB agreements with Avolon Aerospace Leasing Limited related to one CFM56-7B engine [Docket No. 842], (iv) a lease agreement with ELFC related to one LEAP-1B spare engine [Docket No. 963], (v) a lease agreement with FTAI Aviation Limited with respect to one CFM56-7B26 engine [Docket No. 1019], (vi) a lease agreement with BBAM Aviation Services Limited related to one Boeing 737-800BCF aircraft [Docket No. 1015], (vii) lease agreements with AerCap with respect to two used CFM56-7B26 spare engines [Docket No. 1059], (viii) a lease amendment to extend a lease with AerCap for a Boeing 737-700 aircraft [Docket No. 1089], (ix) SLB agreements with SKY Aero Management Limited with respect to three Boeing 737 MAX8 aircraft [Docket No. 1152], (x) a lease amendment to extend a lease with Merx Aviation Servicing Limited for a Boeing 737-800 aircraft [Docket No. 1172], (xi) SLB agreements with BBAM Aviation Services Limited with respect to up to five Boeing 737-8MAX aircraft [Docket No. 1271], and (xii) SLB agreements with High Ridge Aviation Limited with respect to up to three Boeing 737-8MAX aircraft [Docket No. 1272]. The Debtors continue to negotiate agreements for additional SLB arrangements and aircraft and engine leases.

The Debtors have rejected certain agreements with respect to aircraft and engine equipment that did not provide value to the Debtors’ estates, including rejections of agreements with respect to (i) two excess engines [Docket No. 209], (ii) one excess aircraft and one excess engine [Docket No. 476], (iii) three excess aircraft (including a settlement agreement related to the three aircraft, and a common terms agreement with respect to one of such aircraft) [Docket No. 958], and (iv) two

excess aircraft [Docket No. 969]. The Debtors also assumed and assigned agreements related to two engines [Docket No. 906].

Under section 1121(b) of the Bankruptcy Code, a debtor in possession has the exclusive right to file a chapter 11 plan for the first 120 days of its chapter 11 case (the “Exclusive Plan Period”). Under section 1121(c)(3) of the Bankruptcy Code, if a debtor files a plan within the Exclusive Plan Period, it has 180 days after commencing the chapter 11 case to obtain acceptances of such plan (the “Exclusive Solicitation Period” and, together with the Exclusive Plan Period, the “Exclusive Periods”). The Bankruptcy Court may, pursuant to section 1121(d) of the Bankruptcy Code, extend the Exclusive Periods for cause.

On June 3, 2024, the Bankruptcy Court entered an order [Docket No. 679] granting the Debtors’ motion to extend the Exclusive Plan Period to October 21, 2024, and the Exclusive Solicitation Period to December 20, 2024. On November 7, 2024, the Bankruptcy Court entered an order [Docket No. 1045] granting the Debtors’ second motion to extend the Exclusive Plan Period to March 20, 2025, and the Exclusive Solicitation Period to May 19, 2025.

On March 25 and 26, 2024, the Debtors filed their statements of financial affairs (the “SOFAs”) and schedules of assets and liabilities (the “Schedules”) [Docket Nos. 349–374] listing known and potential claims against them. On April 22 and 23, 2024, certain Debtors filed amended SOFAs and Schedules [Docket Nos. 511–523], and on February 3, 2025, certain Debtors filed further amended Schedules [Docket Nos. 1264–1265] (collectively, the “Amended Schedules and SOFAs”).

On April 9, 2024, the Bankruptcy Court entered the Order (i) Establishing Bar Dates for Filing Proofs of Claim; (ii) Approving Proof of Claim Forms, Bar Date Notices, and Mailing and Publication Procedures; (iii) Implementing Procedures Regarding 503(B)(9) Claims and Administrative Claims; and (iv) Granting Related Relief [Docket No. 447] (the “Claims Bar Date Order”) establishing the following Claims Bar Dates: (i) June 14, 2024 as the deadline for all creditors other than governmental units to file Proofs of Claim and (ii) July 23, 2024 as the deadline for the governmental units to file Proofs of Claim. On June 6, 2024, the Bankruptcy Court entered an order [Docket No. 691] amending the Claims Bar Date Order to exclude the following parties from the obligation to comply with the Claims Bar Dates: (i) certain Brazilian customers, current and former employees, and governmental authorities who brought claims or levied fines through administrative or litigation proceedings against the Debtors in Brazil and (ii) the Debtors’ directors and officers.

The Debtors provided notice of the Claims Bar Dates, including publication notices in the United States, via the national edition of the Wall Street Journal, and in Brazil, via Folha de São Paulo.

At the outset of these Chapter 11 Cases, the Debtors obtained Court authorization to conduct discovery pursuant to Federal Rule of Bankruptcy Procedure 2004 related to certain postpetition actions of LATAM Airlines Group S.A. and TAM Linhas Aéreas S.A. (together with their affiliates, collectively, “LATAM”) [Docket No. 120]. The Debtors and their advisors reviewed documents produced, conducted depositions of LATAM personnel, and analyzed potential claims. Following this investigation, the Debtors determined not to pursue claims related to LATAM’s conduct.

On May 29, 2024, the Bankruptcy Court approved the Safra Stipulation between the Debtors and Safra regarding, among other things, adequate protection of Safra’s secured claims in exchange for agreements to factor receivables [Docket No. 648].

On August 2, 2024, the Bankruptcy Court entered the Debenture Banks Order [Docket No. 844] approving the terms of the Debenture Banks Stipulation among GLA, GLAI, and the Debenture Banks. The Debenture Banks Stipulation contemplates, among other things, the consensual use of the Debenture Banks’ cash collateral, amendments to existing Factoring Agreements with each of Banco Santander S.A. and Banco do Brasil S.A. and entry into a new Factoring Agreement with Banco Bradesco S.A., and the renewal of certain standby letters of credit issued by the Debenture Banks that secure the Debtors’ obligations under their lease arrangements. The Debenture Banks Stipulation also contemplates amending the Debentures to, among other things, provide for an amended amortization schedule and interest rate.

On August 26, 2024, the Bankruptcy Court entered an order authorizing the Debtors to enter into a settlement agreement with Pine related to the Pine Credit Note [Docket No. 928]. Pine had initiated an action in a Brazilian court in violation of the automatic stay for nonpayment of approximately $2.2 million related to the Pine Credit Note. After negotiations with Pine, the Debtors agreed to, among other things, amend their existing agreements with Pine or enter into new ones to evidence an obligation in favor of Pine of approximately $2,199,963, which was to be amortized over four years beginning in September 2024. The Debtors also agreed to make monthly interest payments to Pine on this amount at an annual interest rate of 15.8%. Pine agreed to provide the Debtors with a new credit line of approximately $3,046,798 to allow the Debtors to enter into derivative financial instruments related to currency or oil and its subproducts. Pine also agreed to dismiss the collection action it had commenced against the Debtors in Brazil and to not undertake any judicial or extrajudicial measures to collect any prepetition amounts from the Debtors.

On August 29, 2024, the Bankruptcy Court entered an order authorizing the Debtors to enter into a settlement agreement with Rendimento related to a partnership and cooperation agreement regarding the factoring of the Debtors’ trade payables [Docket No. 904]. Rendimento had requested payment from the Debtors on account of one such receivable, began exercising remedies, and threatened litigation, all in violation of the automatic stay. The Debtors successfully negotiated with Rendimento to amend their existing agreements with Rendimento or enter into new ones to evidence an obligation in favor of Rendimento in the amount of approximately $4,054,518. The Debtors agreed to make monthly principal payments to Rendimento of less than

$100,000 over four years, with the first installment due on the later of August 23, 2024, or three (3) days after the execution of definitive documentation. The Debtors also agreed to make interest payments to Rendimento on this amount at an annual interest rate of 13.7%. Rendimento agreed to refrain from undertaking judicial or extrajudicial measures to collect on any prepetition amounts from the Debtors or Reorganized Debtors.

In formulating the Plan, the Debtors’ management and advisors, under the direction of the Restructuring Committee, prepared a long-term business plan (the “Business Plan”), which was developed over many months of analysis and consideration and has provided a platform for the Debtors to seek new capital and ensure the Plan is feasible and value-maximizing. This Business Plan was essential to the development of the Plan, and its formulation required the concerted efforts of the Debtors’ management and restructuring advisors and approval of GLAI’s board. The Business Plan forms the basis of the Financial Projections (as defined herein), which are attached to this Disclosure Statement as Exhibit D.

The Business Plan incorporates the financial benefits from the Tax Agreement and additional financial benefits that the Debtors or Reorganized Debtors, as applicable, would enjoy if the Boeing Agreement is consummated. The Business Plan also includes details on the Debtors’ continuing efforts to improve operational and financial performance. The Business Plan targets a return to pre-pandemic levels of domestic capacity by 2026. The Business Plan also demonstrates the Debtors’ commitment towards expanding their network, both domestically and internationally, while maximizing profits over the long term. In order to support its planned expansion, the Business Plan projects the growth of the Debtors’ fleet to 167 aircraft by year-end 2029 while investing in its existing fleet in the near-term. After its development, the Business Plan has been amended from time to time to reflect, among other things, market conditions, operational setbacks, including aircraft delivery delays and historic floods, and other reasonably foreseeable factors that may affect the Debtors’ operating performance and liquidity needs.

In April 2023, the Debtors commenced negotiations with the Brazilian Federal Revenue Service and the General Counsel for the National Treasury (collectively, the “Government Parties”) regarding the Debtors’ eligibility for a government support program that would reduce the Debtors’ tax and other obligations owed to the Government Parties, in the alleged amount of up to $1.1 billion (the “Government Liability”). The Government Liability included approximately $185 million on account of social security taxes, approximately $700 million on account of other federal taxes, and approximately $117 million of outstanding navigation fees owed to the Brazilian Department of Air Space Control (Departamento de Controle do Espaço Aéreo, or “DECEA”). The Government Liability arose from, among other things, (i) certain amounts claimed by the Government Parties to be due that remained under dispute in judicial and administrative proceedings in Brazil, (ii) approximately $360 million that accrued and was deferred since the start of the COVID-19 pandemic and which the Debtors were unable to pay due to financial difficulties resulting from the pandemic, and (iii) certain amounts that were due and owing as a result of the reversal of a judicial decision related to certain taxes.

As detailed below, on December 18, 2024, the Bankruptcy Court entered an order [Docket No. 1164] (the “Tax Settlement Agreement Order”) authorizing the Debtors to enter into the settlement agreement between the Debtors and the Government Parties. Pursuant to the settlement agreement, the Debtors and the Government Parties agreed to reduce the Government Liability by approximately $750 million, resulting in an outstanding amount owed to the Government Parties of approximately $250 million (the “Settlement Amount”), which reflects both a discount on the Government Liability and the application of certain tax losses. The Settlement Amount will be paid pursuant to installment payment plans of (i) sixty consecutive monthly payments for the social security taxes and (ii) 120 consecutive monthly payments for all other federal taxes and fees owed to DECEA. In addition, the settlement agreement generated approximately $184 million of liquidity for the Debtors through 2029, including approximately $150 million in liquidity in the first twenty-four months. Further, the Debtors agreed to pledge certain collateral to secure the obligations under the settlement agreement on a “second lien” basis and only in case an event of default occurs. The pledged collateral consists of (i) certain airport slots recorded on the Debtors’ balance sheet as having value of approximately $188 million, which represents approximately 20% of the overall value of the Debtors’ airport slots, (ii) all of the receivables from a ticket sales contract with the Ministry of Management and Innovation in Public Services, (iii) all of the receivables from the ticket sales contract with CVC Brasil Operadora E Agência De Viagens S.A., and (iv) all of the receivables derived from the use of the Debtors’ media spaces.

The Debtors obtained the consent of the Required Holders’ (as defined in the DIP Indenture) to the granting of the second priority security interests under the settlement agreement, subject to the Debtors’ compliance with the terms of the Tax Settlement Agreement Order, including the “Pre-Execution Requirements” set forth on Schedule A to, and as defined in, the Tax Settlement Agreement Order. On or about December 26, 2024, the Debtors completed all conditions precedent set forth in the Pre-Execution Requirements and thereafter executed the settlement agreement with the Government Parties.

As described in the Notice of Filing of January 15, 2025, “Material Facts” [Docket No. 1228] (the “Press Release”), on January 15, 2025, Abra Group Limited (“AGL”) and Azul S.A. (“Azul”) signed a non-binding Memorandum of Understanding (the “Non-Binding MOU”) with the intent to explore the feasibility of a business combination involving the Reorganized Debtors and Azul. The Debtors are not a party to the Non-Binding MOU. As set forth in the Non-Binding MOU, a transaction, if any, would be subject to and occur following the confirmation and consummation of the Plan, the completion of due diligence and the negotiation of definitive documentation, as well as other closing conditions and approvals set forth in the Non-Binding MOU and others that may be negotiated in connection with a potential transaction. According to the Non-Binding MOU, AGL and Azul have agreed that any transaction will not result in an increase in the GOL net leverage, pursuant to the definitions therein. The Debtors have been advised by Abra that the Non-Binding MOU remains at an initial stage of negotiation and the timing of a transaction with Azul, if any, remains uncertain.

The Debtors are focused on emergence from chapter 11 on the terms set forth in the Plan as a stand-alone company and Abra has committed to support the standalone exit from chapter 11 consistent with the terms of the Plan Support Agreement and the Plan.

As part of the settlement embodied in the Plan, the Committee negotiated for certain protections (described in Article V.D.3 of the Plan) in the event that AGL (or any successor) were to enter into transactions with Azul that could be viewed as benefitting Abra disproportionately relative to the holders of Allowed General Unsecured Claims entitled to New Equity under the Plan. If New GOL Parent, New Gol Intermediate Co., or the Reorganized Debtors were to enter into a transaction with Azul in the future, the positive and/or negative implications of any such transaction to New Equity holders (in their capacities as such) are expected to inure to the benefit of all New Equity holders proportionately and subject to the terms of the New GOL Parent Organizational Documents. As set forth in the Plan, any Business Combination or joint venture between New GOL Parent or any of its subsidiaries and Azul and any of its Affiliates is not an event described in Article V.D.3 of the Plan, because, as described in the preceding sentence, the protections are intended in the event that a transaction is consummated with AGL (or any successor) or any its Affiliates and not New GOL Parent, New Gol Intermediate Co., or the Reorganized Debtors.

Beginning in April of 2024, Whitebox Advisors LLC (“Whitebox”), a holder of the majority of the outstanding 2024 Senior Exchangeable Notes, sought informal diligence from the Debtors regarding the Abra Transaction’s^[12] effect on GEF, the issuer of the 2024 Senior Exchangeable Notes and the 2028 Senior Secured Exchangeable Notes, as well as regarding GEF’s purchase of warrants in GLAI. According to Whitebox, they sought this diligence in order to better understand the purported settlement embodied in the Plan, including with respect to the adequacy and reasonableness of the investigation of, and value ascribed to, any claims that Whitebox and/or GEF may be able to assert arising from the Abra Transaction and/or GEF’s purchase of warrants in GLAI. According to Whitebox, they believe that, through the Abra Transaction, the Debtors’ and GEF’s existing largely-unsecured debt was exchanged for substantially more expensive secured debt. In addition, Whitebox asserts that GEF used the entirety of the proceeds it received from its issuance of new debt in the Abra Transaction to purchase warrants in GLAI (for Abra’s benefit only), which warrants became worthless upon GLAI’s filing for chapter 11. Indeed, in Whitebox’s view, through the Abra Transaction, the 2024 Senior Exchangeable Notes (which accrued interest at a rate of 3.75% and were unsecured), 2025 Senior Notes (which accrued interest at a rate of 7% and were unsecured), 2026 Senior Secured Notes (which accrued interest at a rate of 8% and are secured by certain spare parts and intellectual property), and Perpetual Notes (which accrued interest at a rate of 8.75% and were unsecured) were tendered to the Company in exchange for the Company’s private placement with Abra of the 2028 Senior Secured Notes (which accrued interest at a rate of 18% plus an original issue discount of fifteen points and are secured by certain intellectual property and other assets related to the Smiles loyalty program, all shares of Smiles Fidelidade S.A. and, on a pari passu basis, all collateral securing the 2026 Senior Secured Notes). Whitebox further contends that approximately $1.2 billion of the 2028 Senior Secured Notes, issued by GFL, were subsequently redeemed by GFL at Abra’s election, that Abra then received an equivalent amount of 2028 Senior Secured Exchangeable Notes, issued by GEF (which carried substantially identical interest and security terms as the 2028 Senior Secured Notes), and that GEF received the proceeds of this multi-step transaction in cash.

Whitebox disagrees with the Debtors’ contention that in October 2023, GLAI announced the issuance of additional warrants at a subscription price set in accordance with an independent fairness opinion to comport with the requirements of issuing exchangeable debt under Brazilian law. Rather, Whitebox contends that the approximately 1.8 billion GLAI warrants were issued solely for Abra’s benefit, in order to ensure the availability of preferred shares of GLAI in the event that Abra elected to exercise its rights to exchange its newly acquired approximately $1.2 billion of 2028 Senior Secured Exchangeable Notes for additional GLAI equity. In Whitebox’s view, the subscription price of the GLAI warrants was based on a fairness report obtained by GLAI, the issuer of the warrants, and believes that GEF, the purchaser of the warrants, did not obtain its own valuation. Moreover, Whitebox contends that the fairness opinion obtained by GLAI used a backward-looking valuation date earlier in the summer of 2023, which also corresponded to a historic high for GLAI’s stock price, and that GEF subsequently used the entirety of the approximately $1.2 billion of cash proceeds it received from its issuance of the 2028 Senior Secured Exchangeable Notes to purchase approximately $1.2 billion of the GLAI warrants (for Abra’s benefit only) months before GLAI filed for chapter 11.

On February 25, 2025, because Whitebox did not believe that the Debtors had provided sufficient information to address Whitebox’s concerns through the informal diligence process, Whitebox served formal discovery requests on both the Debtors and Abra. Whitebox contends that it or GEF may be able to assert claims against other Debtor entities, their directors, GEF’s directors, Abra, and Abra’s directors arising from GEF’s issuance of the 2028 Senior Secured Exchangeable Notes, as well as from GEF’s subsequent purchase of warrants in GLAI, and that the value of those claims is not adequately accounted for in the purported settlement embodied in the Plan. In particular, Whitebox has alleged that the price of the warrants in GLAI that GEF purchased was set too high (and, in Whitebox’s view, potentially intentionally) so as to result in GEF’s transfer of all of the economic value it otherwise would have received from the issuance of the 2028 Senior Secured Exchangeable Notes. Whitebox further contends that, if the price had been lower, GEF would have held assets (whether in cash or in the form of a receivable from another Debtor) sufficient to materially increase recoveries for creditors of GEF. Whitebox asserts that parties may have claims against GEF’s directors for breach of fiduciary duties by approving the Abra Transaction and the purchase of warrants in GLAI without sufficient information, diligence, and/or analysis, and that valuable claims (including claims under applicable foreign law) exist against GEF’s directors at that time. Whitebox further contends that valuable claims exist against other entities and individuals (including in particular Abra, GLAI, and their respective boards of directors) that were involved in inducing and/or aiding and abetting these breaches of fiduciary duty, as well as against Abra for its apparent control of GEF’s actions in participating in the Abra Transaction and purchasing the over-priced GLAI warrants. Whitebox does not believe that the Debtors’ or the Committee’s investigations adequately considered the viability of GEF specific claims, and does not believe that the Debtors have established a sufficient basis to release those claims as contemplated by the Plan. As a result, Whitebox contends that either (a) all of such claims could and should be asserted or (b) the purported settlement embodied in the Plan should be adjusted to account for the value of such claims (which are currently valued at $0), and that, irrespective of whether (a) or (b) is pursued, the value of such claims or settlement should for to the benefit of GEF’s creditors.

The Debtors strongly disagree with Whitebox’s allegations and characterization of the Abra Transaction. First, the deadline for Whitebox to bring claims against Abra and certain other

parties relating to the Abra Transaction has passed, and Whitebox did not bring any timely challenges or seek standing to pursue any claims. Second, even if Whitebox were able to pursue claims against Abra or any other party in connection with the Abra Transaction, the Debtors do not believe any of these purported claims would entitle Whitebox to a greater recovery than it will receive under the Plan. Finally, the Debtors do not believe that Whitebox would be able to establish standing. Among other responses and defenses, it is unlikely that GEF would have had any material assets with which to satisfy its creditors regardless of whether the Abra Transaction occurred.

The Abra Transaction also resulted in certain changes to intercompany balances among various entities within the Company, including between GEF and GFL. In connection with the Abra Transaction, over $350 million in 2024 Senior Exchangeable Notes, issued by GEF, were tendered in exchange for certain 2028 Senior Secured Notes issued by GFL. This exchange created a $350 million obligation from GEF to GFL, which reduced a previously outstanding intercompany balance of approximately $260 million owed by GFL to GEF (arising from GEF’s transfer of the proceeds of the 2024 Senior Exchangeable Notes to GFL) to approximately $90 million. Certain previous intercompany obligations from GEF to GFL also remained in place, including an approximately $33 million obligation arising from GFL’s payment of GEF’s operational costs and certain fees and commissions related to the issuance of the 2024 Senior Exchangeable Notes. GEF, a special purpose vehicle with no independent operations or revenue, also borrowed funds from GFL in order to pay interest on both the 2024 Senior Exchangeable Notes and the 2028 Senior Secured Exchangeable Notes, thereby increasing its intercompany obligation to GFL. The balance of GEF’s obligation to GFL now stands at approximately $192 million, as reflected in the Amended Schedules and SOFAs. Whitebox contends that any obligations owed by GEF to GFL could have been satisfied had GEF retained a portion of the approximately $1.2 billion it received for its issuance of the 2028 Senior Secured Exchangeable Notes, rather than using the entirety of such proceeds to purchase warrants in GLAI. Whitebox has sought both informal and formal discovery regarding the intercompany balances and reserves all its rights to challenge such accounting. The Debtors again disagree with these assertions. Among many other reasons, in the Debtors’ view, Whitebox’s position is that it should both be able to enjoy the benefits of, yet unwind certain parts of, the Abra Transaction.

SECTION V.
Plan support agreement and SETTLEMENT

Pursuant to the DIP Order, the Committee had until May 13, 2024, to timely file an adversary proceeding or contested matter asserting a Challenge (as defined in the DIP Order). Accordingly, the Committee undertook an investigation into possible claims and causes of action that could form the basis for a Challenge. In an effort to avoid litigation while the Committee continued its investigation, the Debtors, Abra, the Committee, and several other key stakeholders agreed to extend the Committee’s Challenge Period (as defined in the DIP Order) to July 12, 2024, as permitted by the DIP Order, subject to an automatic further extension to October 11, 2024 if the Committee delivered a list of claims, objections, defenses, and Challenges to the Debtors, Abra,

and several other key stakeholders [Docket No. 596] (the Initial Challenge Period Stipulation).^[13] On July 12, 2024, the Committee delivered its List of Claims (as defined in the Initial Challenge Period Stipulation) listing potential claims against various parties in interest, thereby automatically extending the Challenge Period to October 11, 2024.^[14]

The Committee’s investigation and List of Claims focused primarily on the Abra Transaction. In order to evaluate potential causes of action that could form the basis for a Challenge, the Committee and its professionals took several steps. First, the Committee’s professionals issued no less than eleven formal document requests to advisors for the Debtors and Abra. These document requests related to a number of issues, including governance, the Debtors’ efforts to find an alternative transaction, financial projections, collateral packages, and non-privileged communications. In response, the Debtors and Abra produced approximately 22,000 documents to the Committee, comprising at least 121,000 pages. Second, outside of document production, the Committee’s professionals performed extensive background research on the Debtors, Abra, the key individuals and legal entities involved in the Abra Transaction, and the structural components of the Abra Transaction. Third, the Committee’s professionals spent numerous hours engaged in informal dialogue with the Debtors, Abra, and their respective advisors to obtain background and contextual information about the Abra Transaction. Fourth, the Committee’s professionals spent significant time and resources analyzing jurisdictional issues, conducting legal research on potential claims, and assessing various defendants’ potential affirmative defenses. Fifth, the Committee’s professionals evaluated the Debtors’ capital structure assuming a successful prosecution of the Committee’s potential claims, including successfully unwinding the Abra Transaction. Throughout the investigation, the Committee’s professionals regularly discussed the results of its analysis with the Committee.

The List of Claims identified numerous potential claims against various parties in interest, including Abra, holders of the Abra Notes (the “Abra Noteholders”), and holders of the 2028 Notes, as follows:

(e.g., the 2028 Notes claims, liens granted in connection with the 2028 Notes, guarantees issued in connection with the 2028 Notes, and the “drop down” of the Smiles collateral);

Following delivery of the List of Claims, the Debtors, Abra, and the Committee began discussions on the framework for a consensual chapter 11 plan that would substantially deleverage the Debtors’ balance sheet, provide a meaningful recovery to unsecured creditors, and resolve all potential estate claims and causes of action that the Committee might otherwise have sought standing to pursue. These negotiations took place over the span of several months and were led, on the Debtors’ part, by the Restructuring Committee, to ensure rigorous and impartial assessment. The parties exchanged numerous proposals and engaged in multiple days’-long, in-person meetings among advisors to the Debtors, the Committee, and Abra, as well as in-person meetings among members of the Restructuring Committee and Abra principals.

Throughout its negotiations with the Debtors and Abra, the Committee evaluated whether general unsecured creditors would be better off negotiating a consensual resolution or prosecuting the potential claims identified in the List of Claims. These settlement negotiations culminated in the formulation of the Restructuring Term Sheet attached to the Plan Support Agreement among the Debtors, Abra, and the Committee, which was executed on November 5, 2024.^[16]

The Committee’s decision to settle the potential claims identified in the List of Claims was based, in part, on numerous key considerations.

and whether such claims can be applied extraterritorially given the largely international nature of the Abra Transaction.

Among other commitments, the Plan Support Agreement obligates Abra and the Committee to support a chapter 11 plan on the terms set forth in the Restructuring Term Sheet. Such terms, which are embodied in the Plan, will allow the Debtors to extinguish approximately $1.7 billion of prepetition funded debt and approximately $850 million of other obligations. The Restructuring Term Sheet reflects a comprehensive settlement whereby Abra has agreed to substantially equitize its claims for New Equity with an approximate value of $950 million and to accept take-back debt totaling $850 million in exchange for a total asserted claim of approximately $2.8 billion. The parties to the Plan Support Agreement also agreed that holders of General Unsecured Claims will receive New Equity valued at up to approximately $235 million and possibly more, based upon an agreement to provide up to an additional approximately $75 million of value in New Equity, which today reflects 50% of the difference between the aggregate amount of value to be distributed under the Plan to the holders of Allowed 2026 Senior Secured Notes Claims and $252,565,388.89. For further discussion of the allocation of value among holders of General Unsecured Claims, see Section V.D herein. This significant deleveraging will allow the Debtors to raise up to approximately $1.9 billion of new capital, setting them on a path for sustained success following their emergence from chapter 11.

For purposes of the terms of the Plan Support Agreement and the distributions to be made under the Plan, the New Equity has an assumed value of approximately $1.2 to $1.4 billion. The value of the New Equity reflects an agreed settlement value negotiated as part of the Plan Support Agreement between the Debtors, Abra, and the Committee. The value of the New Equity is an

important feature of the settlement and compromise contained in the Plan. Among other things, the assumed agreed value of the New Equity forms the basis for the agreement by Abra to receive an approximately 65 cent recovery on account of the Allowed 2028 Notes Claims, with a significant portion of its distribution being in the form of New Equity. Absent Abra’s agreement, the Debtors believe that they would likely be unable to raise sufficient capital to fully satisfy their secured prepetition funded debt obligations or otherwise have the liquidity to support, among other things, the required go-forward debt and lease obligations. Abra’s agreement to equitize a portion of the Allowed 2028 Notes Claims facilitates the ability of the Debtors to raise new capital, which will be used to satisfy the Debtors’ existing obligations and to provide fresh capital. Absent such a concession, the Debtors may have no other option than to liquidate. In addition, the assumed agreed value of the New Equity forms the basis of the amount of New Equity to be distributed to the holders of General Unsecured Claims in settlement of the Claims and Causes of Action that the Committee threatened to pursue as part of the Plan negotiation.

The Debtors, Abra, and the Committee negotiated the value of the New Equity with the advice of their respective financial advisors, all of which believed such value would prove to fall within a supportable range of equity values for the Reorganized Debtors at emergence.

The 2026 Senior Secured Notes Ad Hoc Group asserts, among other things, that the appraised value of all collateral securing the Debtors’ secured debt, including the DIP Facility, exceeds the value of all secured claims. See The GOL 2026 Senior Secured Notes Ad Hoc Group’s Preliminary Objection to Disclosure Statement for the Amended Joint Chapter 11 Plan of Reorganization of GOL Linhas Aéreas Inteligentes S.A. and its Affiliated Debtors [Docket No. 1302] (the “2026 Ad Hoc Group Objection”) at ¶¶ 20, 3. The Debtors do not believe that the value of all collateral securing the Debtors’ secured debt exceeds the value of all secured claims, including the DIP Facility. The Debtors believe the value of the New Equity as set forth in the Plan and described herein is within an appropriate and a supportable range and will support the settlement value at Plan confirmation.

The Plan Support Agreement assumes two alternative treatments for holders of the 2026 Senior Secured Notes Claims (Class 4): (i) if Class 4 votes to accept the Plan, such holders will receive $100,000,000 of Non-Exchangeable Take-Back Notes; and (ii) if Class 4 votes to reject the Plan, such holders will receive a number of shares of New Equity, as well as $33.6 million in aggregate principal amount of 2026 Alternative Notes. Based on the equity value agreed to as part of the comprehensive settlement in the Plan Support Agreement embodied in the Plan, the value the Debtors have ascribed to the secured portion of the 2026 Senior Secured Notes Claims is approximately $33.6 million.

The 2026 Senior Secured Notes Ad Hoc Group disputes that the value of the secured portion of the 2026 Senior Secured Notes Claims is approximately $33.6 million. The Debtors obtained that certain (i) Valuation of: Gol Linhas Aéreas Inteligentes S.A. Brand Intellectual Property, dated November 5, 2024, with a total of R$7,190,800,000^[17]; (ii) Full Appraisal of: Component Inventory Consisting of 123,292 (29,413 Unique) Spare Part Line Items, dated

November 7, 2024, providing for a Pre-Audit Market Value of $178,893,217 and Post-Audit Market Value of $176,242,947; and (iii) Valuation of: Smiles Loyalty Program, Including all Intellectual Property, dated November 5, 2024, providing a total of R$22,208,000,000^[18]. The position of the 2026 Senior Secured Notes Ad Hoc Group is that the 2026 Senior Secured Notes Claims are fully secured and that the proposed Plan treatment of the 2026 Senior Secured Notes Claims does not reflect and cannot be reconciled with the appraised value of the collateral that secures the 2026 Senior Secured Notes. See The GOL 2026 Senior Secured Notes Ad Hoc Group’s Preliminary Objection to Disclosure Statement for the Amended Joint Chapter 11 Plan of Reorganization of GOL Linhas Aéreas Inteligentes S.A. and its Affiliated Debtors [Docket No. 1302] at ¶ 20.

The Debtors disagree with the 2026 Senior Secured Notes Ad Hoc Group’s assertions and, in consultation with their advisors, believe that this amount reflects the appropriate valuation methodology to be applied under the circumstances, taking into account certain appraisals of the assets that serve as 2026 Senior Secured Notes collateral, the projected total enterprise value of the Debtors at emergence, and the methodologies to be employed under section 506(a) of the Bankruptcy Code.

The recoveries for holders of General Unsecured Claims for each Debtor entity were a product of the settlement and compromise agreed to in the Plan Support Agreement and the Plan. Given the nature of the global settlement among the Committee, Abra, and the Debtors, it was agreed that the settlement value for holders of General Unsecured Claims would principally be allocated to GLA, the Debtors’ main operating subsidiary and the entity from which the value allocated to Abra on account of the Allowed 2028 Secured Claims is located. In addition, each of the Debtors funded debt holders and the vast majority of the Debtors’ unsecured creditors have Claims (whether primary or guarantee) at GLA, and there is de minimis value (if any) at the other Debtor entities other than intercompany claims. The allocation of the settlement value also takes into consideration intercompany claims against GLA with the same validity as all other claims at GLA. Accordingly, any settlement value allocated to a Debtor other than GLA by virtue of an intercompany claim, will be distributed to the holders of Allowed Claims at that Debtor entity in accordance with the terms of the Plan.

As part of the allocation process, the Committee and Debtors considered whether any creditors of particular Debtors were uniquely harmed by the Abra Transaction such that there should be an additional allocation to any particular Debtor entity. Ultimately, the Committee and the Debtors concluded in the exercise of their fiduciary duties to all creditors that no estate suffered outsized harm such that it should get a recovery outside the Plan beyond whatever allocation was dictated by the allocation model described above. Notably, if GEF were entitled to any recovery outside of the Plan settlement, the holders of Allowed 2028 Notes Claims would be entitled to nearly the entirety of any such recovery based on the amount of their Claims.

SECTION VI.
Summary of THE Plan

This section of the Disclosure Statement summarizes the Plan, a copy of which is annexed hereto as Exhibit A. This summary is qualified in its entirety by reference to the provisions of the full Plan, which is attached hereto as Exhibit A.

If the Debtors determine, in their business judgment and in the exercise of their fiduciary duties, to proceed to Confirmation under a different structure than currently contained in the Plan, then the Debtors will amend the Plan accordingly, and, pursuant to Bankruptcy Rule 3019, the Debtors may proceed to Confirmation under such a modified Plan without resoliciting votes on the Plan so long as the modified Plan does not adversely change the treatment of the Claim or Interest of any holder thereof.

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expenses, DIP Facility Claims, and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in Article III of the Plan.

Each holder of an Allowed Administrative Expense (other than Professional Fees), to the extent such Allowed Administrative Expense has not already been paid during the Chapter 11 Cases and without any further action by such holder, shall receive, in full and final satisfaction of its Administrative Expense, Cash equal to the Allowed amount of such Administrative Expense on the Effective Date (or, if payment is not then due, when such payment becomes due in the applicable Reorganized Debtor’s ordinary course of business without further notice to, or order of, the Bankruptcy Court), unless otherwise agreed by the holder of such Administrative Expense and the applicable Debtor or Reorganized Debtor.

Unless previously filed or as otherwise governed by an order of the Bankruptcy Court or an agreement with the Debtors, requests for payment of Administrative Expenses (other than Professional Fees) that accrued on or before the Effective Date but remained unpaid as of such date must be filed with the Bankruptcy Court and served on the Debtors or the Reorganized Debtors, as applicable, no later than the Administrative Expense Bar Date or such date specified in an order of the Bankruptcy Court or agreement with the Debtors. Holders of Allowed Administrative Expenses that are required to file and serve a request for payment and that do not timely file and serve such a request shall be forever barred from asserting such Administrative Expenses against the Debtors, the Reorganized Debtors, or their respective property, and such Administrative Expense shall be automatically discharged as of the Effective Date. Objections to requests for payment of Administrative Expenses must be filed with the Bankruptcy Court and served on the Debtors or the Reorganized Debtors, as applicable, and the requesting party no later

than the date that is the later of (i) 180 days after the Effective Date and (ii) such later date as may be set by an order of the Bankruptcy Court.

HOLDERS OF ADMINISTRATIVE EXPENSES THAT ARE REQUIRED TO, BUT DO NOT, FILE AND SERVE A REQUEST FOR PAYMENT OF SUCH ADMINISTRATIVE EXPENSES BY THE ADMINISTRATIVE EXPENSE BAR DATE SHALL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM ASSERTING SUCH ADMINISTRATIVE EXPENSES AGAINST THE DEBTORS, THE REORGANIZED DEBTORS, THE ESTATES, OR THE ASSETS OR PROPERTY OF ANY OF THE FOREGOING, AND SUCH ADMINISTRATIVE EXPENSES SHALL BE DISCHARGED AS OF THE EFFECTIVE DATE.

All final requests for payment of Professional Fees incurred prior to the Effective Date must be filed with the Bankruptcy Court and served on the Reorganized Debtors, the U.S. Trustee, counsel to the Committee, and all other parties that have requested notice in the Chapter 11 Cases by no later than forty-five (45) days after the Effective Date, unless the Reorganized Debtors agree otherwise in writing; provided, that, with respect to any professionals who are engaged by the Debtors after the Confirmation Date and who were not previously retained by order of the Bankruptcy Court pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code, the Debtors (i) shall not be subject to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code and (ii) may, in the ordinary course of business and without any further notice to, or action, order, or approval of, the Bankruptcy Court, pay, without further approval, the reasonable and documented fees and expenses of such professionals. Objections to Professional Fees must be filed with the Bankruptcy Court and served on the Reorganized Debtors and the applicable Professional within thirty (30) days after the filing of the applicable final fee application. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code and any prior orders of the Bankruptcy Court in the Chapter 11 Cases, the Allowed amounts of all Professional Fees shall be determined by the Bankruptcy Court and, once approved by the Bankruptcy Court, shall be paid in full in Cash from the Professional Fees Escrow Account as promptly as practicable; provided, however, that if the funds in the Professional Fees Escrow Account are insufficient to pay the full Allowed aggregate amount of the Professional Fees, the Reorganized Debtors shall promptly pay any remaining Allowed amounts from their Cash on hand.

For the avoidance of doubt, the immediately preceding paragraph shall not affect any professional-service Entity that the Debtors are permitted to pay without seeking authority from the Bankruptcy Court in the ordinary course of the Debtors’ business (and in accordance with any relevant prior order of the Bankruptcy Court), which payments may continue notwithstanding entry of the Confirmation Order and the Effective Date.

Professionals shall estimate their unpaid Professional Fees incurred in rendering services to the Debtors, their Estates, or the Committee as applicable, as of the Effective Date and shall deliver such estimate to counsel for the Debtors no later than five (5) Business Days before the

anticipated Effective Date; provided, that such estimate shall not be deemed to limit the Allowed Professional Fees of any Professional. If a Professional does not provide an estimate, the Debtors shall estimate the unpaid and unbilled fees and expenses of such Professional for the purposes of funding the Professional Fees Escrow Account.

On the Effective Date, the Reorganized Debtors shall fund the Professional Fees Escrow Account in an amount equal to all Professional Fees incurred but unpaid as of the Effective Date (including, for the avoidance of doubt, any reasonable estimates for unbilled amounts provided prior to the Effective Date). The Professional Fees Escrow Account may be an interest-bearing account. Amounts held in the Professional Fees Escrow Account shall not constitute property of the Reorganized Debtors; provided, however, that, in the event there is a remaining balance in the Professional Fees Escrow Account following payment of all Allowed Professional Fees, any such balance shall be promptly returned to, and constitute property of, the Reorganized Debtors.

From and after the Effective Date, the Reorganized Debtors may, in the ordinary course of business and without any further notice to, or action, order, or approval of, the Bankruptcy Court, promptly pay in Cash the reasonable legal, professional, or other fees and expenses related to implementation of the Plan and Consummation incurred by the Reorganized Debtors, or the Committee in accordance with Article XIII.O of the Plan, on and after the Effective Date. On the Effective Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any professional in the ordinary course of business without any further notice to, or action, order or approval of, the Bankruptcy Court.

On the Effective Date, the DIP Facility Claims shall be Allowed in the amount of the aggregate principal amount outstanding on such date (inclusive of any previously capitalized interest and fees) plus the aggregate amount of (i) accrued and unpaid interest to but excluding such date and (ii) accrued and unpaid fees, expenses, and noncontingent indemnification obligations arising and payable under and pursuant to the DIP Indenture as of such date. For the avoidance of doubt, the DIP Facility Claims shall not be subject to any avoidance, reduction, setoff, recoupment, recharacterization, subordination (equitable or contractual or otherwise), counter-claim, defense, disallowance, impairment, objection, or any challenges under applicable law or regulation.

Subject to Article II.D of the Plan, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for (if applicable), the Allowed DIP Facility Claims, each holder of an Allowed DIP Facility Claim shall receive either (i) payment in full in Cash or (ii) at the mutual election of such holder and the Debtors, an aggregate principal amount of Exit Notes equal to the amount of such holder’s Allowed DIP Facility Claim.

Upon the satisfaction in full of the Allowed DIP Facility Claims in accordance with the terms of the preceding paragraph, all Liens and security interests granted to secure the DIP Facility

Claims shall be automatically terminated and of no further force and effect, without any further notice to, or action, order, or approval of, the Bankruptcy Court or any other Entity. In connection with confirmation of the Plan, unless and until the Allowed DIP Facility Claims are satisfied, (i) the DIP Facility Claims shall not be discharged, satisfied or released or otherwise affected in whole or in part, and each of the DIP Facility Claims shall remain outstanding, and (ii) the Liens securing the DIP Facility Claims shall not be deemed to have been waived, released, satisfied, subordinated or discharged.

Notwithstanding anything to the contrary in the Plan, on the Effective Date, the DIP Agent and its sub-agents shall be relieved of all further duties and responsibilities under the DIP Facility Documents and shall be deemed to have resigned, pursuant to section 12.03 of the DIP Indenture, as of the Effective Date; provided, that any provisions of the DIP Facility Documents that by their terms survive the termination of the DIP Facility Documents (including any applicable surviving indemnities) shall survive in accordance with the terms of the DIP Facility Documents as obligations of the Reorganized Debtors; provided, further, that the DIP Agent and its sub-agents shall take all steps and/or execute and/or deliver all instruments or documents, in each case reasonably requested by the Reorganized Debtors to effect the release, transfer, or assignment (as applicable) of the Liens granted pursuant to the DIP Documents and/or reflect on the public record the consummation of the payoff, releases, terminations, transfers, and assignments (as applicable) contemplated thereby.

Notwithstanding anything in the Plan or Confirmation Order to the contrary, on the Effective Date, the Challenge Period shall expire for all parties in interest and the Debtors’ stipulations, admissions, agreements, and releases contained in the DIP Order shall be binding upon the Debtors and any successor thereto.

To the extent not previously paid during the course of the Chapter 11 Cases, the DIP Fees and Expenses incurred, or estimated to be incurred, up to and including the Effective Date, shall be paid in full in Cash on the Effective Date in accordance with, and subject to, the terms of the DIP Facility Documents, without (i) any requirement to file a fee application with the Bankruptcy Court, (ii) the need for itemized time detail, and (iii) any requirement for Bankruptcy Court’s review or approval. All DIP Fees and Expenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Date, and such estimates shall be delivered to the Debtors at least five (5) Business Days before the anticipated Effective Date; provided, that such estimates shall not be considered an admission or limitation with respect to such DIP Fees and Expenses. On the Effective Date, final invoices for all DIP Fees and Expenses incurred prior to and as of the Effective Date shall be submitted to the Reorganized Debtors.

Except to the extent that an Allowed Priority Tax Claim has not been previously paid in full or the holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction of each Priority Tax Claim, each Allowed Priority Tax Claim shall be treated in accordance with the terms of section 1129(a)(9)(C) of the Bankruptcy Code. In the event an

Allowed Priority Tax Claim is Allowed as a Secured Claim, it shall be classified and treated as an Allowed Other Secured Claim.

Claims and Interests, except for Administrative Expenses, DIP Facility Claims, and Priority Tax Claims, are classified in the Classes set forth in Article III of the Plan. A Claim or an Interest is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Interest qualifies within the description of that Class and is classified in another Class to the extent that any portion of the Claim or Interest qualifies within the description of such other Class. To the extent there are no Allowed Claims or Allowed Interests, as applicable, in a Class, such Class shall be deemed not to exist.

The Plan constitutes a separate chapter 11 plan for each Debtor.

Days after the date such Claim becomes an Allowed Claim; (ii) have its Allowed Other Secured Claim Reinstated on the Effective Date; (iii) receive such other treatment sufficient to render its Allowed Other Secured Claim Unimpaired on the Effective Date; or (iv) on the Effective Date, receive delivery of, or retain, the applicable collateral securing any such Claim up to the secured amount of such Claim pursuant to section 506(a) of the Bankruptcy Code and payment of any interest required under section 506(b) of the Bankruptcy Code in satisfaction of the Allowed amount of such Other Secured Claim.

Secured Note Order, and the AerCap Secured Note Documents entered into in connection with the AerCap Secured Note Order.

Pro Rata share of the GFL General Unsecured Claimholder Distribution.

final satisfaction of its Allowed GAC General Unsecured Claim, its Pro Rata share of the GAC General Unsecured Claimholder Distribution.

Unsecured Convenience Class Claim Fund, holders of such Claims shall receive their Pro Rata share of the General Unsecured Convenience Class Claim Fund. For the avoidance of doubt, holders of Allowed General Unsecured Convenience Class Claims shall receive distributions solely under this Class 11 and not under Class 10.

Except as otherwise specifically provided in the Plan or by Final Order of the Bankruptcy Court, nothing in the Plan shall be deemed to affect, diminish, or impair the Debtors’ or the Reorganized Debtors’ rights and defenses, both legal and equitable, with respect to any Unimpaired Claim, including legal and equitable defenses to setoffs or recoupment against Unimpaired Claims, and, except as otherwise specifically provided in the Plan or by Final Order of the Bankruptcy Court, nothing in the Plan shall be deemed to constitute a waiver or relinquishment of any Claim, Cause of Action, right of setoff, or other legal or equitable defense that the Debtors had immediately prior to the Petition Date against or with respect to any Claim that is Unimpaired by the Plan. Except as otherwise specifically provided in the Plan, the Debtors and the Reorganized Debtors shall have, retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff, and other legal or equitable defenses that the Debtors had immediately prior to the Petition Date as if the Chapter 11 Cases had not been commenced, and all of the Debtors’ and Reorganized Debtors’ legal and equitable rights with respect to any Claim that is Unimpaired by the Plan may be asserted after the Confirmation Date and the Effective Date to the same extent as if the Chapter 11 Cases had not been commenced.

Except as expressly provided in the Plan, the Allowance, classification, and treatment of all Claims and Interests and the respective treatments thereof under the Plan take into account and conform to the relative priority and rights of all Claims and Interests and comply with any contractual, legal, or equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise.

Any Claims asserted against the Debtors that are not direct obligations of any of the Debtors but are derivative of other Claims asserted against the Debtors shall not receive any recoveries under the Plan and shall be deemed satisfied by virtue of the treatment of the applicable direct obligation of the Debtors.

Without affecting any right to Adequate Protection payments under the DIP Order, any Claims asserted against the Debtors by the Abra Notes Agents and any holders of the Abra Notes (in their capacities as such) shall not receive any recovery under the Plan, and all Prepetition Debtor Abra Notes Pledged Liens asserted in connection therewith have been previously released consensually.

On the Effective Date, the Reorganized Debtors shall reaffirm their obligations under (i) that certain Bank Credit Note-Loan No. 0651/22 (Cédulas de Crédito Bancário) issued by GLA to Banco Pine S.A. on September 21, 2022 and (ii) the Order Authorizing the Debtors to Enter into a Settlement with Banco Pine S.A. [Docket No. 903]. Accordingly, such obligations shall survive and remain unaffected by entry of the Confirmation Order, and, on the Effective Date, shall revest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, subject to, and except as such terms may have been modified by, an order of the Bankruptcy Court.

On the Effective Date, the Reorganized Debtors shall reaffirm their obligations under (i) that certain Partnership and Cooperation Agreement, as amended from time to time, between Banco Rendimento S.A. and GLA, pursuant to which Banco Rendimento S.A. agreed to purchase GLA’s trade payables directly from GLA’s suppliers, and (ii) the Order Authorizing the Debtors to Enter into a Settlement with Banco Rendimento S.A. [Docket No. 904]. Accordingly, such obligations shall survive and remain unaffected by entry of the Confirmation Order, and, on the Effective Date, shall revest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, subject to, and except as such terms may have been modified by, an order of the Bankruptcy Court.

On the Effective Date, the Reorganized Debtors shall reaffirm their obligations under the Tax Agreement and all ancillary documents executed by the Debtors related thereto, including any

fiduciary lien agreements or other similar security agreements executed by the Debtors. Accordingly, such obligations under all such agreements shall survive and remain unaffected by entry of the Confirmation Order, and, on the Effective Date, shall revest in and be fully enforceable by and against the applicable Reorganized Debtor in accordance with its terms and the applicable order of the Bankruptcy Court.

On the Effective Date, if a Boeing Agreement has been agreed by the parties thereto on a Final Basis (and Bankruptcy Court approval has been obtained in respect of such agreement), the Reorganized Debtors shall reaffirm their obligations under such Boeing Agreement. Accordingly, such obligations shall survive and remain unaffected by entry of the Confirmation Order, and, on the Effective Date, shall revest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, subject to, and except as such terms may have been modified by, an order of the Bankruptcy Court.

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of confirmation of the Plan by acceptance thereof by any Impaired Class of Claims. The Debtors shall seek confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests.

Holders of Claims as of the Voting Record Date in the following Classes are entitled to vote to accept or reject the Plan: Classes 3, 4, 5, 6, 7, 8, 10(a), 10(b), 10(c), 10(d), 10(f), 10(h), 10(i), 10(j), 10(k), and 11.

The Bankruptcy Code defines “acceptance” of a plan by a Class of (i) Impaired Claims as acceptance by creditors in that class that hold at least two-thirds (⅔) in amount and more than one-half (½) in number of the Claims in such Class that cast ballots to accept or reject the Plan and (ii) Impaired Interests as acceptance by the holders of Interests that hold at least two-thirds (⅔) in amount of the Interests in that Class that cast ballots to accept or reject the Plan.

If a Class contains Claims or Interests eligible to vote and no holders of Claims or Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed accepted by such Class to the fullest extent permitted by law.

Classes 1, 2, 9, and, depending on their respective treatment, Classes 13 and 15, are Unimpaired under the Plan. Holders of Claims and Interests, as applicable, in such Classes are

deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

Classes 10(e), 10(g), 10(l), 10(m), 12, 14, and, depending on their respective treatment, Classes 13 and 15, are Impaired under the Plan. Holders of Claims and Interests, as applicable, in such Classes are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

Any Class that does not have a holder of a Claim or an Interest shall be deemed eliminated from the Plan for all purposes.

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.

The Plan is predicated on a global settlement between the Debtors, the Committee, Abra, and various other stakeholders regarding various issues, including, among others, the settlement of potential Causes of Action, the Plan value, and the allocation of value amongst creditors, and the allocation of value amongst the Debtors’ estates.

Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, on the Effective Date, the provisions of the Plan shall constitute an arms’ length and good faith compromise and settlement of all Claims, Interests, and controversies, which provides substantial value to the Estates, and all distributions made to holders of Allowed Claims and Interests in any Class in accordance with the Plan are intended to be, and shall be, final.

Prior to, on, or after the Effective Date, subject to and consistent with the terms of the Plan and Plan Support Agreement (and subject to the applicable consent and approval rights thereunder), the Debtors and the Reorganized Debtors, as applicable, shall be authorized to enter into such transactions and take such other actions as may be necessary or appropriate to effect the transactions described in, contemplated by, or necessary to effectuate, the Plan, which transactions may include one or more mergers, consolidations, dispositions, transfers, assignments, contributions, conversions, liquidations, dissolutions, or other transactions, as may be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties, and obligations of the Debtors vesting in one or more surviving, resulting, or acquiring

entities, and the other Transaction Steps (collectively, the “Restructuring Transactions”). Subject to the terms of the Plan, in each case in which the surviving, resulting, or acquiring Entity is a successor to a Debtor, such surviving, resulting, or acquiring Entity shall perform the obligations of such Debtor under the Plan, except as provided in any contract, instrument, or other agreement or document effecting a disposition to such surviving, resulting, or acquiring Entity, which may provide that another Debtor will perform such obligations.

In effecting the Restructuring Transactions, the Debtors and Reorganized Debtors, as applicable, shall implement the Transaction Steps and be permitted to: (i) execute and deliver any appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation, dissolution, or other transaction containing terms consistent with the Plan and that satisfy the requirements of applicable non-bankruptcy law, rule, or regulation; (ii) form new Entities and issue equity interests in such newly formed Entities, execute and deliver appropriate documents in connection therewith containing terms that are consistent with the Plan and that satisfy the requirements of applicable non-bankruptcy law, rule, or regulation; (iii) execute and deliver appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the Plan and having such other terms to which the applicable Entities may agree and effectuate such transfers, assignments, assumptions, or delegations, including to any new Entities formed in accordance with the Restructuring Transactions; (iv) file appropriate certificates or articles of merger, consolidation, dissolution, or other documents pursuant to applicable non-bankruptcy law, rule, or regulation; and (v) take all other actions that the applicable Entities determine to be necessary or appropriate, including any filings or recordings, or withdrawing previously made filings or recordings, as may be required by applicable non-bankruptcy law, rule, or regulation. All of the Debtors’ agents and all other Persons authorized to make filings or recordings on the Debtors’ behalf are directed to cooperate with and to take direction from the Debtors and the Reorganized Debtors, as applicable, with respect to the foregoing. To the extent known, the actions or steps to be taken by the Debtors to implement the Restructuring Transactions will be set forth in the Transaction Steps. In all cases, such transactions shall be subject to the terms and conditions of the Plan and the Plan Support Agreement and any consents or approvals required under the Plan and the Plan Support Agreement.

The Confirmation Order shall and shall be deemed to, pursuant to sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions.

The Reorganized Debtors shall fund distributions under the Plan required to be paid in Cash, if any, with Cash on hand (including Cash from operations and Cash received under the DIP Facility and refinanced pursuant to the Exit Notes) and from the Cash proceeds from the issuance of any Incremental New Money Exit Financing.

On the Effective Date, the Exit Notes Issuer shall issue the Exit Notes on the terms in the Plan and such other terms set forth in the Exit Notes Documents. The initial obligors in respect of the Exit Notes will be the Exit Notes Issuer and the applicable guarantors set forth in the Exit Notes Documents.

The Liens on any shared collateral securing the Exit Notes, the Incremental New Money Exit Debt, the Incremental New Money Exchangeable Debt (to the extent issued), the 2026 Alternative Notes (to the extent issued, and solely with respect to the 2026 Alternative Notes Collateral), and/or the Take Back Notes, and the priorities of such Liens shall be set forth in, and subject to, one or more intercreditor agreements consistent with the terms set forth in the Plan and otherwise in form and substance reasonably satisfactory to Abra, the Debtors, and the applicable purchasers and/or holders (or agents) thereof (each, an “Intercreditor Agreement”).

The maturity date for the Exit Notes shall be the date that is five (5) years after the Effective Date. The Exit Notes will accrue interest at a rate of [__]% per annum.

In addition to the Exit Notes, the Debtors may issue Incremental New Money Exit Debt, Incremental New Money Equity, and/or Incremental New Money Exchangeable Debt on the terms set forth in the Plan and in the applicable Incremental New Money Exit Debt Documents and Incremental New Money Equity Documents, as applicable. Notwithstanding anything to the contrary in the Plan, the aggregate amount of Incremental New Money Exit Debt, Incremental New Money Equity, and/or Incremental New Money Exchangeable Debt that may be issued is subject to adjustment as agreed by the Debtors and Abra and subject to the Committee Consent Right in accordance with the terms of the Plan Support Agreement.

On the Effective Date, the Take-Back Notes Issuers shall issue the Non-Exchangeable Take-Back Notes in the aggregate principal amount of (x) if the Class of 2026 Senior Secured Claims votes to accept the Plan, $700 million, and (y) if the Class of 2026 Senior Secured Notes votes to reject the Plan, $600 million, in each case on the terms set forth in the Plan and such other terms set forth in the Non-Exchangeable Take-Back Notes Documents. The initial obligors in respect of the Non-Exchangeable Take-Back Notes will be the Take-Back Notes Issuers and the applicable guarantors set forth in the Non-Exchangeable Take-Back Notes Documents.

The Non-Exchangeable Take-Back Notes shall be secured by a Lien on the terms set forth in the Non-Exchangeable Take-Back Notes Documents and subject to the terms of the applicable Intercreditor Agreement.

The maturity date for the Non-Exchangeable Take-Back Notes shall be six (6) months after

the maturity date of the Exit Notes. The Non-Exchangeable Take-Back Notes will accrue interest at nine and one-half (9.5) percent per annum, which shall be payable quarterly in Cash; provided, that notwithstanding the foregoing, from and after the second anniversary of the Effective Date, the Reorganized Debtors shall have the option to pay-in-kind up to one hundred (100) percent of the interest accruing from and after such date. The Non-Exchangeable Take-Back Notes will amortize (or be mandatorily redeemable) quarterly with principal payments amounting to $25 million per annum (or, from and after the date on which the Exchangeable Take-Back Notes are no longer outstanding, $50 million per annum), commencing with the first interest payment date occurring on or after the date that is three (3) months after the Effective Date

b.               Exchangeable Take-Back Notes

On the Effective Date, the Take-Back Notes Issuers shall issue the Exchangeable Take-Back Notes in the aggregate principal amount of $250 million that will be exchangeable into New Equity on the terms set forth in the Plan and such other terms set forth in the Exchangeable Take-Back Notes Documents. The initial obligors in respect of the Exchangeable Take-Back Notes will be the Take-Back Notes Issuers and the applicable guarantors set forth in the Exchangeable Take-Back Notes Documents.

The Exchangeable Take-Back Notes shall be secured by a Lien on the terms set forth in the Exchangeable Take-Back Notes Documents and subject to the terms of the applicable Intercreditor Agreement.

The maturity date for the Exchangeable Take-Back Notes shall be six (6) months after the maturity date of the Exit Notes. The Exchangeable Take-Back Notes will accrue interest at nine and one-half (9.5) percent per annum, which shall be payable quarterly in Cash; provided, that notwithstanding the foregoing, from and after the second anniversary of the Effective Date, the Reorganized Debtors shall have the option to pay-in-kind up to one hundred (100) percent of the interest accruing from and after such date.

The Exchangeable Take-Back Notes may be exchanged into a fixed number of shares of New Equity to be specified in the Exchangeable Take-Back Notes Documents (with exchange into common and/or preferred equity to be agreed between Abra and the Debtors) resulting in equity splits between Abra, on the one hand, and recipients of the General Unsecured Claimholder Distribution, on the other, that would have resulted on the Effective Date if the number of shares constituting the General Unsecured Claimholder Distribution had been determined based on Adjusted Specified Value rather than Specified Value, subject to customary anti-dilution protection, if:

(i) a majority of the holders of the Exchangeable Take-Back Notes provide the Reorganized Debtors and the trustee or agent, as applicable, with fifteen (15) days’ written notice of their intention to seek exchange of the Exchangeable Take-Back Notes (or such shorter period as reasonably comports with the applicable notice period following a notice of prepayment or redemption, as applicable, of the Exchangeable Take-Back Notes); or

(ii) on or after the later of 30 months after the Effective Date and October 31, 2027, (x) the Reorganized Debtors provide the holders of Exchangeable Take-Back Notes with fifteen (15)

days’ written notice of their intention to seek exchange of the Exchangeable Take-Back Notes and (y) the value of the New Equity issued in respect of such exchange, measured based upon the then most recent applicable four calendar quarters using a total enterprise value to LTM EBITDAR multiple of 4.25x (with LTM EBITDAR and net debt determined in accordance with Abra’s debt arrangements), is greater than or equal to one-hundred and five (105) percent of the then-outstanding principal amount (for the avoidance of doubt, excluding any previously capitalized interest) under the Exchangeable Take-Back Notes, in each case on and subject to the terms and conditions to be set forth in the Exchangeable Take-Back Notes Documents.

For the avoidance of doubt, all Exchangeable Take-Back Notes must be exchanged at the same time. Any previously capitalized interest on the Exchangeable Take-Back Notes as of, and accrued and unpaid interest on the Exchangeable Take-Back Notes up to but excluding, the date that the Exchangeable Take-Back Notes are exchanged into New Equity, shall be paid in full in Cash by the Reorganized Debtors on such exchange date.

If the Class of 2026 Senior Secured Notes Claims votes to reject the Plan, then, on the Effective Date, the 2026 Alternative Notes Issuer shall issue the 2026 Alternative Notes on the terms and conditions set forth in the Plan and in the 2026 Alternative Notes Documents and as otherwise necessary to satisfy 1129(b)(2) of the Bankruptcy Code. The initial obligors in respect of the 2026 Alternative Notes will be the 2026 Alternative Notes Issuer and the applicable guarantors set forth in the 2026 Alternative Notes Documents.

The 2026 Alternative Notes shall be secured by the same collateral securing the 2026 Senior Secured Notes as of the Petition Date (the “2026 Alternative Notes Collateral”) on the terms set forth in the 2026 Alternative Notes Documents and subject to the terms of the applicable Intercreditor Agreement. To the extent the 2026 Alternative Notes are issued, the Liens on the shared Collateral securing the Exit Notes and the 2026 Alternative Notes shall be subject to a pari passu intercreditor agreement on terms substantially consistent with the existing pari passu intercreditor agreement for the prepetition Liens securing the 2026 Senior Secured Notes.

The maturity date for the 2026 Alternative Notes shall be seven and one-half (7.5) years after the Effective Date. The 2026 Alternative Notes will accrue interest at nine and one-half (9.5) percent per annum, which shall be payable semi-annually; provided, that notwithstanding the foregoing, from and after the Effective Date, the Reorganized Debtors shall have the option to pay-in-kind up to one hundred (100) percent of the interest accruing from and after such date.

Except as otherwise noted in the Plan, on the Effective Date, the applicable Reorganized Debtors shall be authorized to execute, deliver, and enter into the New Debt Documents, without further (i) notice to, or order of, the Bankruptcy Court, (ii) vote, consent, authorization, or approval of any Person or Entity, or (iii) action by the holders of Claims or Interests.

The New Debt Documents shall constitute legal, valid, binding, and authorized joint and several obligations of the applicable Reorganized Debtors, enforceable in accordance with their respective terms, and such obligations shall not be enjoined or subject to discharge, impairment,

release, avoidance, recharacterization, or subordination (including equitable subordination) for any purpose whatsoever under applicable law, the Plan, or the Confirmation Order and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law. The financial accommodations to be extended pursuant to the New Debt Documents shall be deemed reasonable and having been extended in good faith and for legitimate business purposes.

Notwithstanding anything to the contrary in the Plan, the Exit Notes, Take-Back Notes and/or Incremental New Money Exit Debt may be structured as loans rather than notes as agreed among the respective parties to the Exit Notes Documents, Take-Back Notes Documents, and Incremental New Money Exit Debt Documents, respectively, with the reasonable consent of Abra and subject to the Committee Consent Right.

On the Effective Date, to the fullest extent permitted by applicable law, all of the Liens to be granted or continued in accordance with the New Debt Documents shall (i) be deemed to be approved; (ii) be legal, binding, and enforceable Liens on the property and assets granted under the New Debt Documents in accordance with the terms thereof; (iii) be deemed perfected on the Effective Date or, if necessary, after the fulfillment of any legal formality required by Brazilian law, and have the priorities as set forth in the New Debt Documents, subject only to such Liens as may be permitted under such documents; and (iv) not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purpose whatsoever and shall not constitute preferential transfers, fraudulent conveyances or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law. For the avoidance of doubt, notwithstanding Article IX.C of the Plan or any other provision in the Plan, the Confirmation Order, or any other document entered into in connection with the Plan, including the New Debt Documents (other than the documents governing the Amended Safra Notes and the Amended Debentures, respectively) and any documents in connection with the Exit Notes, Incremental New Money Exit Debt, Take-Back Notes, and 2026 Alternative Notes, Safra and the Debenture Banks shall retain their respective first-priority liens and security interests (including through any “fiduciary assignment” granted under Brazilian law) in any collateral securing the Amended Safra Notes and Amended Debentures, BdoB Letters of Credit, Santander Letters of Credit, and Bradesco Letters of Credit, respectively, which liens shall be senior to any liens on collateral granted in connection with the Plan, including in connection with the Exit Notes, Incremental New Money Exit Debt, Take-Back Notes, and 2026 Alternative Notes.

The Reorganized Debtors and the secured parties (and their designees and agents) under the New Debt Documents are hereby authorized to make all filings and recordings and to obtain all governmental approvals and consents to create (or continue) and perfect such Liens under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that creation (or continuation) and perfection of the Liens granted under the New Debt Documents shall occur automatically (to the fullest extent permitted by applicable law) by virtue of the entry of the Confirmation Order or, if necessary, after the fulfillment of any legal formality required by Brazilian law (subject to the occurrence of the Effective Date), and any such filings, recordings, approvals, and consents shall not be necessary or required), and the Reorganized Debtors and the secured parties (and their designees and agents) under such New Debt Documents shall nevertheless cooperate to make all filings and recordings that otherwise would be necessary under

applicable law to give effect to such creation (or continuation) and perfection and to give notice of such Liens to third parties, in each case to the extent required under the New Debt Documents.

On or prior to the Effective Date, there shall be a shareholders’ meeting to take the appropriate and necessary steps at GLAI, in accordance with the Transaction Steps and Brazilian law, to effectuate a capital increase at Reorganized GLAI, to give effect to the (i) capitalization of the 2028 Notes Claims, the General Unsecured Claims, and, if applicable, the 2026 Senior Secured Notes Claims and (ii) corresponding GLAI Preemptive Rights Offering, in accordance with the Transaction Steps. As a result thereof, prior to, on, or after the Effective Date, GLAI shall provide notice, as required under applicable Brazilian law, of Eligible Existing GLAI Equity Interest Holders’ right to participate in the GLAI Preemptive Rights Offering during the GLAI Preemptive Rights Offering Period in accordance with the Transaction Steps and applicable Brazilian law requirements. Any proceeds of the GLAI Preemptive Rights Offering shall be applied in accordance with the Transaction Steps, subject to requirements under Brazilian law.

On the Effective Date, New GOL Parent shall issue the New Equity in accordance with the terms of the Transaction Steps and the Plan without (i) further notice to, or order of, the Bankruptcy Court, (ii) act or action under any applicable law, regulation, order, or rule, or (iii) the vote, consent, authorization, or approval of any Person or Entity. It is currently contemplated that New GOL Parent will be organized under the laws of Luxembourg, as set forth in the Transaction Steps, and that the New Equity will not be traded on any public listing exchange on the Effective Date; provided, that the jurisdiction of New GOL Parent, its capitalization, and whether New Equity is publicly traded is subject to change as agreed among the Debtors, Abra, and the Committee in a manner designed to maximize the liquidity of New Equity and minimize cost. Such terms shall be disclosed in the Plan Supplement, including the New Organizational Documents.

Transfers of the New Equity outside of DTC will be subject to restrictions on transfers to the extent such transfer would subject the Reorganized Debtors or Abra to the registration and reporting requirements of the Securities Act and the Securities Exchange Act. The Debtors will make certain public disclosures regarding the New Equity through quarterly and annual financial statements and implement other procedures intended to provide liquidity for the New Equity on terms to be agreed among the Debtors, Abra, and the Committee. At least once following the Effective Date, at a time to be set forth in the Plan Supplement and subject to applicable law, New GOL Parent will send a notice to its shareholders inquiring whether certain shareholders desire to purchase or dispose any of their equity interests of New GOL Parent, and the desired terms for such transactions. To the extent that any shareholders offer to buy shares at a price that exceeds the price that any shareholders offer to sell their shares, New GOL Parent will facilitate a possible transaction, thereby allowing such shareholders to transact with one another, subject to certain procedures and conditions. The Reorganized Debtors can provide no assurances that this notice and facilitation process will result in any purchases or sales of equity interests as that will depend on many factors outside the control of the Reorganized Debtors, including market conditions.

The New Equity shall be distributed through the facilities of DTC, and applicable holders of Allowed Claims entitled to receive a distribution of New Equity under the Plan shall, unless otherwise agreed by the Debtors or Reorganized Debtors, as applicable, with the consent of Abra

and the Committee, be required to hold New Equity through the facilities of DTC regardless of whether they held their Claims through the facilities of DTC prior to the Effective Date; provided, however, that, with respect to holders of Claims who are legally or contractually restricted from holding the New Equity through the facilities of DTC, the Debtors or Reorganized Debtors, as applicable, and Abra may, at their mutual election in their respective sole discretion, make accommodations for any such holder (including, without limitation, by selling the New Equity to which any such holder is otherwise entitled on the open market, provided the purchaser thereof holds such New Equity through the facilities of DTC, and distributing Cash to the Claim holder in an amount equal to the proceeds from such sale less any transaction expenses related to such sale).

Transfers of New Equity will require the prior written consent of New GOL Parent if such transfer could cause New GOL Parent or Abra to be required to, or could reasonably be expected to create the risk of New GOL Parent or Abra being required in the reasonably near future to, have Exchange Act Section 12(g) registration obligations (in each case as determined in good faith by New GOL Parent or Abra, as applicable) (“12(g) Obligations”). Abra ordinary shares received in exchange for New Equity may also be subject to restrictions on transfer designed to avoid triggering 12(g) Obligations.

The New Equity issued and/or distributed pursuant to the Plan shall be duly authorized, validly issued, and fully paid and non-assessable. Each distribution and issuance of the New Equity under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Person or Entity receiving such distribution or issuance. The pre-money value of any Incremental New Money Equity shall be set at not less than the Pre-Dilution Specified Value and the terms thereof shall otherwise be satisfactory to the Debtors and Abra.

As a result of the exchange of debt for New Equity and the GLAI Preemptive Rights Offering contemplated under the Plan, Existing GLAI Equity Interests will be significantly diluted. The Debtors expect the resulting equity holdings of Existing GLAI Equity Interest holders to be de minimis.

The percentage of the New Equity to be held by holders of General Unsecured Claims as a result of the General Unsecured Claimholder Distribution shall be subject to dilution by (i) any Incremental New Money Equity, (ii) any New Equity issued to holders of Allowed 2026 Senior Secured Notes Claims (and any shares held in escrow pursuant to Article V.D.2 of the Plan on account of such 2026 Senior Secured Notes Claims), if applicable, and (iii) any New Equity issued after the Effective Date, including in connection with the Management Incentive Plan, upon exchange of the Exchangeable Take-Back Notes, and upon exchange of any Incremental New Money Exchangeable Debt.

If a Boeing Agreement has not been agreed by the parties thereto on a Final Basis (and/or

Bankruptcy Court approval has not been obtained in respect of such agreement) on or before the Effective Date, the General Unsecured Claimholder Escrowed Shares shall have a value (based on the Specified Value) equal to $25 million. If, on or before the first anniversary of the Effective Date, the Boeing Agreement has been agreed by the parties thereto on a Final Basis, then all $25 million of the General Unsecured Claimholder Escrowed Shares shall be released to the holders of General Unsecured Claims (or to the applicable holders of New Equity) (as of a record date to be agreed). If any General Unsecured Claimholder Escrowed Shares remain in escrow on the first anniversary of the Effective Date, then such General Unsecured Claimholder Escrowed Shares shall not be distributed to the holders of General Unsecured Claims (or to applicable holders of New Equity) and such shares instead shall be returned to the issuer thereof automatically and without need for a further order by the Bankruptcy Court.

If the Class of 2026 Senior Secured Notes votes to reject the Plan, the holders of Allowed 2026 Senior Secured Notes Claims (or the applicable holders of New Equity) (as of a record date to be agreed) will receive a number of escrow shares in accordance with, and subject to, Article V.D.2 of the Plan consistent with their treatment under Article III.4.b of the Plan.

Holders of Allowed General Unsecured Claims that are entitled to rights to receive the General Unsecured Claimholder Escrowed Shares shall not be permitted to trade their right to receive the General Unsecured Claimholder Escrowed Shares prior to their release. To the extent that a holder is entitled to receive its share of New Equity outside of DTC, such holder shall also receive its right to General Unsecured Claimholder Escrowed Shares outside of DTC, and, in that case, the New Equity and the right to receive General Unsecured Claimholder Escrowed Shares may only be traded together with each other and may not be traded separately. Any such separate trade will be considered void by the Debtors and Reorganized Debtors, as applicable, and will not be registered in the applicable registers.

Upon the earliest to occur of (i) any Qualified Listing Event and (ii) a future bankruptcy filing by New GOL Parent, Reorganized GLAI, or Reorganized GLA, the New Equity issued on account of the General Unsecured Claimholder Distribution and, if applicable, the 2026 Senior Secured Notes Claims shall be (x) in the case of clause (i) above, exchanged for ordinary shares of Abra Group Limited (or any successor) (subject to, if agreed among the Debtors, Abra, and the Committee as set forth in the Plan Supplement, Abra’s right to instead mandatorily redeem such New Equity for cash), and (y) in the case of clause (ii) above, mandatorily redeemed in cash or (at Abra Group Limited’s sole discretion) exchanged for ordinary shares of Abra Group Limited (or any successor). The definitive instruments evidencing the terms of such mandatory redemption or exchange shall specify an exchange ratio, the methodology for determining the redemption price, and other terms to be agreed and shall be filed as part of the Plan Supplement.

In addition, Abra Group Limited (or its successor) shall make an offer to purchase or exchange New Equity issued on account of the General Unsecured Claimholder Distribution and, if applicable, the 2026 Senior Secured Notes Claims for cash or (at Abra Group Limited’s sole discretion) ordinary shares of Abra Group Limited (or any successor) upon the earliest to occur of any of the following events: (i) any Business Combination (other than a Business Combination that is a Qualified Listing Event) between Abra Group Limited (or any successor) and Azul S.A.

or (ii) any Material Joint Venture between Abra Group Limited (or any successor) and Azul S.A. or any of their material Affiliates, excluding any joint venture between New GOL Parent or any of its subsidiaries and Azul S.A. and any of its Affiliates. For the avoidance of doubt, the events referenced in the foregoing sentence do not include any Business Combination or joint venture between New GOL Parent and/or any of its subsidiaries and Azul S.A. and/or any of its Affiliates. The definitive instruments evidencing the terms of such mandatory offer to purchase such New Equity or exchange such New Equity for ordinary shares of Abra Group Limited (or any successor) shall specify an exchange ratio, the methodology for determining the cash purchase price, and other terms to be agreed and shall be filed as part of the Plan Supplement.

Except as otherwise provided in the Plan, each Reorganized Debtor shall continue to exist after the Effective Date as a separate corporation, limited liability company, limited partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, limited partnership, or other form, as the case may be, pursuant to the applicable law of the jurisdiction in which the applicable Debtor is incorporated or formed and pursuant to the respective bylaws, limited liability company agreement, operating agreement, limited partnership agreement, or other formation documents in effect on the Effective Date, except to the extent such formation documents are amended pursuant to the Plan, which amendment shall require no further action or approval (other than any requisite filings required under applicable law).

Except as otherwise provided in the Plan, on the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property in each Estate, and any property acquired by the Debtors pursuant to the Plan shall vest in the applicable Reorganized Debtors or, if applicable, any Entities formed pursuant to the Restructuring Transactions, free and clear of all Liens, Claims, Interests, charges, or other encumbrances. On and after the Effective Date, except as otherwise provided in the Plan, the Reorganized Debtors may operate their business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

The Plan shall be conclusively deemed to be adequate notice that Liens, Claims, Interests, charges, or other encumbrances are being extinguished. Any Person having a Lien, Claim, Interest, charge, or other encumbrance against any of the property vested in accordance with the foregoing paragraph shall (i) be conclusively deemed to have consented to the transfer, assignment, and vesting of such property to or in the applicable Reorganized Debtor (or, if applicable, any Entities formed pursuant to the Restructuring Transactions) free and clear of all Liens, Claims, Interests, charges, or other encumbrances by failing to object to the confirmation of the Plan and (ii) provide any written consents as required under applicable law to the extent requested by the Debtors or Reorganized Debtors, as applicable.

Except for the Existing GLAI Equity Interests and the Existing Letters of Credit, and except

as otherwise provided in the Plan, on the Effective Date: (i) the DIP Documents, 2028 Notes Documents, 2026 Senior Secured Notes Documents, 2024 Senior Exchangeable Notes Documents, 2025 Senior Notes Documents, Perpetual Notes Documents, and any other certificate, security, share, note, purchase right, option, warrant, or other instrument or document directly or indirectly evidencing or creating any indebtedness or other obligation of, or ownership interest in, a Debtor (except such certificates, securities, shares, notes, purchase rights, options, warrants, or other instruments or documents evidencing a Claim or an Interest that is Reinstated or otherwise retained by the holders thereof pursuant to the Plan), shall, to the fullest extent permitted by applicable law, be deemed cancelled, released, surrendered, extinguished, and discharged without any need for further action or approval of the Bankruptcy Court or any holder thereof or any other Person or Entity, and the Reorganized Debtors shall not have any continuing obligations thereunder or in any way related thereto; and (ii) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation, or similar documents governing the shares, certificates, notes, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of, or ownership interest in, the Debtors (except such agreements, certificates, notes, or other instruments evidencing a Claim or an Interest that is Reinstated pursuant to the Plan or otherwise retained by the holders thereof pursuant to the Plan) shall be deemed satisfied in full, released, and discharged without any need for further action or approval of the Bankruptcy Court or any holder thereof or any other Person or Entity.

Notwithstanding such cancellation and discharge, the DIP Documents, 2028 Notes Documents, 2026 Senior Secured Notes Documents, Glide Notes Documents, 2024 Senior Exchangeable Notes Documents, 2025 Senior Notes Documents, and Perpetual Notes Documents shall continue in effect solely to the extent necessary to allow (i) the holders of Claims thereunder to receive distributions under the Plan; (ii) the Reorganized Debtors and the applicable Agents/Trustees to take other actions pursuant to the Plan on account of such Claims; (iii) holders of such Claims to retain their respective rights and obligations vis-à-vis other holders of Claims pursuant to such documents; (iv) the applicable Agents/Trustees to enforce their rights and claims under such documents against Persons and Entities other than the Debtors or Reorganized Debtors, including any rights to payment of fees, expenses, indemnification obligations, and any Indenture Trustee Charging Lien; (v) the Agents/Trustees to enforce any obligations owed to them under the Plan; (vi) the Agents/Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court relating to the such documents; provided, that nothing in Article V.G of the Plan shall affect the discharge of Claims pursuant to the Plan. The Agents/Trustees shall take all steps and/or execute and/or deliver all instruments or documents, in each case, reasonably requested by the Debtors or Reorganized Debtors, as applicable, to effect the release of the Liens granted pursuant to the DIP Documents, the 2028 Notes Documents, the 2026 Senior Secured Notes Documents, the Glide Notes Documents, the 2024 Senior Exchangeable Notes Documents, the 2025 Senior Notes Documents, and the Perpetual Notes Documents and/or reflect on the public record the consummation of the payoff, releases, and terminations contemplated thereby.

Except for the foregoing, on the Effective Date, the Agents/Trustees shall be automatically and fully discharged and relieved of all further duties and responsibilities related to such documents; provided, that any provisions of such documents that by their terms survive their termination shall survive in accordance with their terms.

All Indenture Trustee Fees incurred, or estimated to be incurred, up to and including the Effective Date, shall be paid in full in Cash on the Effective Date (to the extent not previously paid during the course of the Chapter 11 Cases) in accordance with the Plan, without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, or without any requirement for Bankruptcy Court review or approval. The Debtors shall provide the applicable Agents/Trustees notice of the anticipated Effective Date at least seven (7) calendar days in advance thereof. At least three (3) Business Days before the anticipated Effective Date, summary invoices for all Indenture Trustee Fees incurred, and an estimate of Indenture Trustee Fees to be incurred (including the cost of providing notice of the Effective Date), up to and including the Effective Date shall be submitted to the Debtors; provided, that such estimates shall not be considered an admission or limitation with respect to such Indenture Trustee Fees. From and after the Effective Date, the Debtors and Reorganized Debtors (as applicable) shall pay, upon receipt of summary invoices, all reasonable and documented Indenture Trustee Fees solely to the extent incurred in connection with taking any action required by the Indenture Trustee to implement the Plan or requested by the Debtors or Reorganized Debtors, as applicable.

On and after the final distribution on account of the 2026 Senior Secured Notes Claims, the Glide Notes Claims, the 2024 Senior Exchangeable Notes Claims, the 2025 Senior Notes Claims, and the Perpetual Notes Claims, the 2026 Senior Secured Notes, the Glide Notes, the 2024 Senior Exchangeable Notes, the 2025 Senior Notes, and the Perpetual Notes, as applicable, shall be deemed to be null, void, and worthless, and DTC shall take down the relevant positions at the request of the applicable Agent/Trustee (and such Agent/Trustee shall make such request at the request of the Debtors or Reorganized Debtors, as applicable) without any requirement of indemnification or security on the part of the Agent/Trustee, the Debtors, or the Reorganized Debtors (as applicable).

Upon the payment or other satisfaction of an Allowed Other Secured Claim, the holder of such Allowed Other Secured Claim shall deliver to the Reorganized Debtors any collateral or other property of a Debtor held by such holder, together with any termination statements, instruments of satisfaction, or releases of all security interests that may be reasonably requested by the Reorganized Debtors to terminate any related financing statements, mortgages, mechanics’ or other statutory Liens, lis pendens, or similar interests or documents and take all other steps reasonably requested by the Reorganized Debtors that are necessary to cancel and/or extinguish Liens securing such holder’s Allowed Other Secured Claim.

On the Effective Date, to the fullest extent permitted by applicable law, all actions contemplated under the Plan (including, for the avoidance of doubt, the documents in the Plan Supplement) shall be deemed authorized and approved in all respects, including: (i) the appointment of the New Boards and any other managers, directors, or officers for the Reorganized Debtors; (ii) the issuance and distribution of the New Equity by New GOL Parent; (iii) the adoption of the New Organizational Documents; (iv) entry into the New Equity Documents; (v) entry into the New Debt Documents; (vii) implementation of the Restructuring Transactions (which may be implemented before, on, or after the Effective Date); and (viii) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date).

All matters provided for in the Plan involving the corporate or other Entity structure of the Debtors or the Reorganized Debtors, and any corporate or other Entity action required by the Debtors or Reorganized Debtors in connection with the Plan, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders, managers, or officers of the Debtors or Reorganized Debtors. On or before the Effective Date, the appropriate officers of the Debtors or Reorganized Debtors, as applicable, shall be authorized and directed to issue, execute, and deliver the agreements, documents, securities, and instruments and documents contemplated under the Plan (or necessary or desirable to effectuate the transactions contemplated under the Plan) in the name, and on behalf, of the Reorganized Debtors. The authorizations and approvals contemplated by Article V.G of the Plan shall be effective notwithstanding any requirements of any otherwise applicable non-bankruptcy law.

On or prior to the Effective Date, the applicable Reorganized Debtors shall, if so required under applicable non-bankruptcy law, file their respective New Organizational Documents with the applicable Secretaries of State and/or other applicable persons in their respective states or jurisdictions of organization in accordance with the laws, rules, and regulations of such jurisdictions. Pursuant to (and only to the extent required by) section 1123(a)(6) of the Bankruptcy Code, the New GOL Parent Organizational Documents shall prohibit the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents and other constituent documents as permitted by the laws of their respective states or jurisdictions of organization or formation and their respective New Organizational Documents without further order of the Bankruptcy Court.

On the Effective Date, the New GOL Parent Board shall consist of a maximum of nine (9) directors, at least one of whom shall be independent and shall serve a minimum term of two (2) years (subject to applicable law), and whose identities will, to the extent known, be disclosed in the Plan Supplement. The Committee shall be entitled to appoint, in consultation with Abra, an independent director to the initial New GOL Parent Board. All the other members of the New GOL Parent Board shall be selected by Abra in consultation with the Debtors and the Committee.

Except to the extent that a member of a Debtor’s board of directors or managers, as applicable, continues to serve as a director or manager of the corresponding Reorganized Debtor after the Effective Date, such Persons shall have no continuing obligations to the Reorganized Debtors on or after the Effective Date in their capacities as such, and each such director or manager shall be deemed to have resigned or shall otherwise cease to be a director or manager of the applicable Debtor on the Effective Date. Commencing on the Effective Date, each of the directors or managers, as applicable, of the Reorganized Debtors shall serve pursuant to the terms of the applicable New Organizational Documents and may be replaced or removed in accordance with such documents.

Except as otherwise provided in the Plan Supplement, the officers of the Debtors immediately before the Effective Date shall serve as the initial officers of the respective Reorganized Debtors on and after the Effective Date. After the Effective Date, the selection of officers of the Reorganized Debtors shall be in accordance with the Reorganized Debtors’ respective organizational documents.

On the Effective Date, the applicable New Subsidiary Boards shall be appointed in accordance with the applicable New Organizational Documents.

The New GOL Parent Board shall determine the percentage of New Equity to allocate to the Management Incentive Plan.

On and after the Effective Date, the applicable Reorganized Debtors and their respective officers and members of the boards are authorized to and may issue, execute, deliver, file, or record, such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, and the securities issued pursuant to the Plan in the name, and on behalf, of the applicable Reorganized Debtors, without the need for any approvals, authorization, or consents, except for those expressly required pursuant to the Plan, or the New Organizational Documents.

Pursuant to section 1146 of the Bankruptcy Code, (i) the issuance, transfer, or exchange of any securities, instruments, or documents, (ii) the creation of any Lien, mortgage, deed of trust, or other security interest, (iii) the making or assignment of any lease or sublease or the making or delivery of any deed or other instrument of transfer under, pursuant to, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any of the transactions contemplated by the Plan or the reinvesting, transfer, or sale of any real or personal property of the Debtors pursuant to, in implementation of or as contemplated in the Plan (whether to one or more of the Reorganized Debtors or otherwise), (iv) the grant of collateral under the New Debt Documents, and (v) the issuance, renewal, modification, or securing of indebtedness, and the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including the Confirmation Order, shall not be subject to any document recording tax, stamp tax, conveyance fee, or other similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, sales tax, use tax, or other similar tax or governmental assessment. Consistent with the foregoing, each recorder of deeds or similar official for any county, city, or Governmental Unit in which any instrument related to the foregoing is to be recorded shall be directed to accept such instrument without requiring the payment of any

recording tax, stamp tax, conveyance fee or other similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, sales tax, use tax, or other similar tax or governmental assessment.

In accordance with section 1123(b) of the Bankruptcy Code, but subject in all respects to Article IX.D of the Plan, the Reorganized Debtors shall retain and may enforce, in their discretion and in accordance with the best interests of the Reorganized Debtors, all rights to commence and pursue, as appropriate, any and all Retained Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Retained Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date; provided, however, that the Reorganized Debtors waive their rights to assert Preference Actions against holders of General Unsecured Claims (but reserve the right to assert any such Preference Actions solely as counterclaims or defenses to Claims asserted against the Debtors; provided, further, that any such assertion may solely be defensive, without any right to seek or obtain an affirmative recovery on account of any such counterclaim).

No Person or Entity may rely on the absence of a specific reference in the Plan (including, for the avoidance of doubt, the Plan Supplement) or the Disclosure Statement to any Retained Cause of Action against them as an indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against them. Unless any Retained Cause of Action is expressly waived, relinquished, exculpated, released, compromised, or settled by the Plan or a Final Order of the Bankruptcy Court, the Reorganized Debtors expressly reserve all available Causes of Action, for later adjudication, and, therefore no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of, the confirmation of the Plan or the occurrence of the Effective Date.

Except as otherwise provided in the Plan, each Executory Contract and Unexpired Lease shall be deemed rejected, without the need for any further notice to, or action, order, or approval of, the Bankruptcy Court, as of the Effective Date, pursuant to sections 365(a) and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease (i) was previously assumed or rejected; (ii) previously expired or terminated pursuant to its own terms; (iii) is the subject of a motion or notice to reject, assume, or assume and assign filed on or before the Confirmation Date; or (iv) is listed on the Schedule of Assumed Contracts. The assumption of Executory Contracts and Unexpired Leases under the Plan may include the assignment of such contracts to the Debtors’ Affiliates. Unless previously approved by the Bankruptcy Court, the Confirmation Order will constitute an order approving the above-described rejections, assumptions, and assumptions and assignments, all pursuant to sections 365(a) and 1123 of the Bankruptcy Code, effective on the occurrence of the Effective Date.

The Debtors shall file, as part of the Plan Supplement, the Schedule of Assumed Contracts, which may be amended, supplemented, or otherwise modified through the Effective Date. Any objection to the assumption of an Executory Contract or Unexpired Lease under the Plan (other than those Executory Contracts and Unexpired Leases that were previously assumed by the Debtors or are the subject of a motion or notice to assume or assume and assign filed on or before the Confirmation Date) must be filed, served, and actually received by the Debtors no later than seven (7) days prior to the Confirmation Hearing; provided, that, if the Debtors file an amended Schedule of Assumed Contracts prior to the Confirmation Hearing, then, with respect to any lessor or counterparty affected by such amended Schedule of Assumed Contracts, objections to the assumption of the relevant Executory Contract or Unexpired Lease must be filed by the later of (i) ten (10) days from the date the amended Schedule of Assumed Contracts has been filed and served upon the applicable counterparties via electronic mail or overnight courier and (ii) the Confirmation Hearing; provided, further, that if the Debtors file an amended Schedule of Assumed Contracts after the Confirmation Hearing, but prior to the Effective Date, then, with respect to any lessor or counterparty affected by such amended Schedule of Assumed Contracts, objections to the assumption of the relevant Executory Contract or Unexpired Lease must be filed by ten (10) days from the date the amended Schedule of Assumed Contracts is filed and served upon the applicable counterparties via electronic mail or overnight courier; provided, further, that the Debtors may file an amended Schedule of Assumed Contracts after the Effective Date with the consent of the lessors or counterparties affected by such amended Schedule of Assumed Contracts.

To the extent any provision in any Executory Contract or Unexpired Lease to be assumed or assumed and assigned pursuant to the Plan restricts, limits or prevents, or purports to restrict, limit or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), any such anti-assignment provision shall be unenforceable pursuant to section 365(f) of the Bankruptcy Code. To the maximum extent permitted by law, such provision shall be deemed modified or stricken such that the transactions contemplated by the Plan shall not entitle the non-Debtor counterparty to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Confirmation of the Plan and consummation of the transactions contemplated by the Plan shall not constitute a change of control under any Executory Contract or Unexpired Lease assumed by the Debtors on or prior to the Effective Date.

Except as otherwise provided in the Plan or agreed to by the Debtors and the applicable counterparty, each Executory Contract and Unexpired Lease assumed pursuant to Article VI.A of the Plan or by any order of the Bankruptcy Court, that has not been assigned to a third party prior to the Effective Date, shall revest in, be fully enforceable by, and constitute binding obligations of the applicable Reorganized Debtor in accordance with its terms (including any amendments entered into after the Petition Date), except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court.

With respect to Aircraft Leases entered into before the Petition Date that were not already assumed pursuant to an order of the Bankruptcy Court, that have not previously expired or

terminated pursuant to their terms, or that are not subject to a pending motion to assume or pending stipulation providing for assumption filed on or before the Confirmation Date, the Debtors shall assume only those Aircraft Leases that are designated on the Schedule of Assumed Contracts, which may be amended, supplemented, or otherwise modified through the Effective Date; provided, however, that any Aircraft Lease that has not previously been assumed but is subject to a Lessor Agreement that has been approved by an order of the Bankruptcy Court shall be assumed, on the later of the Effective Date and the date on which the applicable definitive documentation is executed, and, notwithstanding anything to the contrary in the Plan, subject to the terms of the applicable Bankruptcy Court order or Lessor Agreement, without any further action by the Debtors or the Reorganized Debtors, as applicable.

Any agreements or documents by the Debtors that are ancillary to Aircraft Leases that have been previously assumed or are being assumed under the Plan shall be, and shall be deemed, assumed with the applicable Aircraft Lease. To the extent that certain of the Aircraft Leases identified on the Schedule of Assumed Contracts include finance leases of the Debtors that were amended during the course of the Chapter 11 Cases, the debt associated with such leases shall be provided the treatment agreed between the Debtors and other parties in the applicable governing amendment documents. To the extent that contracts of the Debtors that are subject to Lessor Agreements (in each case including documents that are ancillary to such contracts) are not subject to section 365 of the Bankruptcy Code (including so-called finance leases and guarantees by the Debtors), such contracts shall be deemed assumed to the extent necessary to effectuate terms of the Lessor Agreements, and the debt and obligations associated with such contracts, documents and guarantees shall be provided the treatment agreed between the Debtors and other parties in the applicable Lessor Agreements.

Subject to the terms of any Lessor Agreement, to the extent any provision in any Aircraft Lease to be assumed or assumed and assigned pursuant to the Plan restricts, limits or prevents, or purports to restrict, limit or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), any such anti-assignment provision shall be unenforceable pursuant to section 365(f) of the Bankruptcy Code. Subject to the terms of any Lessor Agreement, to the maximum extent permitted by law, such provision shall be deemed modified or stricken such that the transactions contemplated by the Plan shall not entitle the non-Debtor counterparty to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. As provided in the applicable Aircraft Lease, confirmation of the Plan and consummation of the transactions contemplated by the Plan shall not constitute a change of control under any Aircraft Lease assumed by the Debtors on or prior to the Effective Date.

With respect to Aircraft Leases not assumed pursuant to the terms of the Plan, such Aircraft Leases shall be rejected and the property subject to such lease shall be deemed abandoned subject to agreement by the parties or order of the Bankruptcy Court providing for alternative treatment of such Aircraft Lease and/or property.

With respect to any property subject to an Aircraft Lease that has been returned or redelivered to the applicable party, such Aircraft Lease shall be deemed rejected as of the date of such return or redelivery, subject to any agreement of the parties or an order of the Bankruptcy Court providing otherwise.

Aircraft Leases entered into after the Petition Date by the Debtors, together with any other agreements or documents by the Debtors that are ancillary to such Aircraft Leases, will be reaffirmed and performed by the applicable Debtor or Reorganized Debtor, as the case may be, in the ordinary course of its business or as authorized by the Bankruptcy Court. Accordingly, such Aircraft Leases, agreements, and documents shall survive and remain unaffected by entry of the Confirmation Order, and, on the Effective Date, shall revest in and be fully enforceable by and against the applicable Reorganized Debtor in accordance with its terms, subject to, and except as such terms may have been modified by, an order of the Bankruptcy Court.

Except as set forth below, Cure Claims shall be satisfied by payment in Cash, on the Effective Date, of the respective amounts set forth on the Schedule of Assumed Contracts or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree.

Subject to satisfaction of any applicable Cure Claims and the terms of any applicable Lessor Agreement, assumption of any Executory Contract or Unexpired Lease pursuant to the Plan shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under such Executory Contract or Unexpired Lease at any time before the date that the Debtors assume or assume and assign such Executory Contract or Unexpired Lease. Subject to the terms of any applicable Lessor Agreement, the resolution of any timely objections in accordance with Article VI.D of the Plan, and the satisfaction of the any applicable Cure Claims, any Proofs of Claim filed with respect to an Executory Contract or Unexpired Lease that has been assumed or assumed and assigned shall be deemed Disallowed and expunged, without further notice to, or action, order, or approval of, the Bankruptcy Court.

To the extent there is a dispute with respect to (i) the amount of a Cure Claim, (ii) the ability of the Reorganized Debtors or the applicable assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under an Executory Contract or Unexpired Lease to be assumed, or (iii) any other matter pertaining to assumption or the cure of defaults required by section 365(b)(1) of the Bankruptcy Code (each, an “Assumption Dispute”), the Debtors or Reorganized Debtors, as applicable, may settle any such Assumption Dispute without any further notice to, or action, order, or approval of, the Bankruptcy Court.

Subject to the terms of any applicable Lessor Agreement, in the event that an Assumption Dispute cannot be resolved consensually and a timely objection is filed by a counterparty, such dispute shall be resolved by a Final Order of the Bankruptcy Court (which may be the Confirmation Order). Subject to the terms of any applicable Lessor Agreement, during the pendency of an Assumption Dispute, the applicable counterparty shall continue to perform under the applicable

Executory Contract or Unexpired Lease.

To the extent an Assumption Dispute relates solely to the amount of a Cure Claim, the Debtors may assume or assume and assign the applicable Executory Contract or Unexpired Lease prior to the resolution of such Assumption Dispute; provided, that, pending resolution of the Assumption Dispute, the Debtors reserve Cash in an amount sufficient to pay the Cure Claim asserted by the counterparty. Subject to the terms of any applicable Lessor Agreement, to the extent that the Assumption Dispute is resolved unfavorably to the Debtors, the Debtors may reject the applicable Executory Contract or Unexpired Lease after such resolution.

For the avoidance of doubt, if the Debtors are unable to resolve an Assumption Dispute relating solely to the amount of a Cure Claim prior to the Confirmation Hearing, such Assumption Dispute may be scheduled to be heard by the Bankruptcy Court after the Confirmation Hearing; provided, that the Reorganized Debtors may settle any such dispute after the Effective Date without any further notice to any party or any action, order, or approval of the Bankruptcy Court.

Any counterparty to an Executory Contract or Unexpired Lease that is rejected by the Debtors pursuant to the Plan must file and serve a Proof of Claim on the applicable Debtor that is party to the Executory Contract or Unexpired Lease to be rejected no later than thirty (30) days after the later of (i) the Confirmation Date or (ii) the effective date of rejection of such Executory Contract or Unexpired Lease. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed within such time shall be Disallowed, forever barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors, as applicable, or any property thereof, without the need for any objection by the Debtors or the Reorganized Debtors or further notice to, or action, order, or approval of, the Bankruptcy Court or any other Entity.

Claims arising from the rejection of the Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and subject to the provisions of Article VI.D of the Plan and applicable provisions of the Bankruptcy Code and Bankruptcy Rules.

Notwithstanding anything to the contrary in the Confirmation Order, the Plan (including, for the avoidance of doubt, the Plan Supplement), the Plan Support Agreement, the New Debt Documents, the Incremental New Money Equity Documents, the New Equity Documents, any other document related to any of the foregoing, or any other order of the Bankruptcy Court (including any provision that purports to be preemptory or supervening; grants an injunction, discharge, or release; confers Bankruptcy Court jurisdiction; or requires a party to opt out of any releases):

(i)       each of the Insurance Contracts, including all D&O Policies, shall be deemed to have been assumed all Insurance Contracts, such that the applicable Reorganized Debtors shall become and remain liable in full for all of their and the applicable Debtors’ obligations under the Insurance Contracts, regardless of whether such obligations arise on, before, or after the Effective Date, without the requirement or need for any Insurer to file a Proof of Claim or a request for

payment of an Administrative Expense; provided, that the Reorganized Debtors shall not indemnify their respective officers, directors, equity holders, agents, or employees for any claims or Causes of Action arising out of or relating to any act or omission that constitutes a criminal act, intentional fraud, gross negligence, or willful misconduct;

(ii)       nothing shall alter, modify, amend, waive, release, discharge, prejudice, or impair in any respect (a) the terms and conditions of any Insurance Contract, (b) any rights or obligations of the Debtors or the Reorganized Debtors, as applicable, or Insurers thereunder, whether arising before or after the Effective Date, or (c) the duty, if any, of Insurers to pay claims covered by the Insurance Contracts or the right to seek payment or reimbursement from the Debtors or the Reorganized Debtors, as applicable, or to draw on any collateral or security therefor; and

(iii)       the automatic stay of section 362(a) of the Bankruptcy Code and the injunctions set forth in Article IX.G of the Plan, if and to the extent applicable, shall be deemed lifted without further order of the Bankruptcy Court, solely to permit: (a) claimants with valid workers’ compensation claims or direct action claims against an Insurer under applicable non-bankruptcy law to proceed with their claims; and (b) the Insurers to administer, handle, defend, settle, and/or pay, in the ordinary course of business and without further order of this Bankruptcy Court, (1) workers’ compensation claims, (2) claims where a claimant asserts a direct claim against any Insurer under applicable non-bankruptcy law, or an order has been entered by the Bankruptcy Court granting a claimant relief from the automatic stay or the injunctions set forth in Article IX.G of the Plan to proceed with its claim, and (3) all costs in relation to each of the foregoing.

In addition, after the Effective Date, all current and former officers, directors, agents, or employees who served in such capacity at any time before the Effective Date shall be entitled to the full benefits of any D&O Policy for the full term of such policy regardless of whether such officers, directors, agents, and/or employees remain in such positions after the Effective Date, in each case, solely to the extent set forth in such D&O Policies and subject to any terms and conditions thereof. In addition, after the Effective Date, the Reorganized Debtors shall not terminate or otherwise reduce the coverage under any D&O Policy in effect as of the Petition Date; provided, that, for the avoidance of doubt, any Insurance Contract, including tail insurance policies, for directors’, members’, trustees’, and officers’ liability to be purchased or maintained by the Reorganized Debtors after the Effective Date shall be subject to the ordinary-course corporate governance of the Reorganized Debtors.

Notwithstanding anything in the Plan, any Indemnification Obligation to indemnify current and former officers, directors, members, managers, agents, sponsors, or employees with respect to all present and future actions, suits, and proceedings against the Debtors or such officers, directors, members, managers, agents, or employees based upon any act or omission for or on behalf of the Debtors shall (i) remain in full force and effect, (ii) not be discharged, impaired, or otherwise affected in any way, including by the Plan (including, for the avoidance of doubt, the Plan Supplement) or the Confirmation Order, (iii) not be limited, reduced, or terminated after the Effective Date, and (iv) survive unimpaired and unaffected irrespective of whether such Indemnification Obligation is owed for an act or event occurring before, on, or after the Petition Date; provided, that the Reorganized Debtors shall not indemnify officers, directors, members, or managers, as applicable, of the Debtors for any claims or Causes of Action that are not indemnified by such Indemnification Obligation. All such obligations shall be deemed and treated as Executory

Contracts to be assumed by the Debtors under the Plan and shall continue as obligations of the Reorganized Debtors, and, if necessary to effectuate such assumption under local law, New GOL Parent shall contractually assume such obligations. Any claim based on the Debtors’ obligations under the Plan shall not be a Disputed Claim or subject to any objection, in either case, by reason of section 502(e)(1)(B) of the Bankruptcy Code.

Unless otherwise provided in the Plan, each Executory Contract and Unexpired Lease that is assumed and, if applicable, assigned to the Reorganized Debtors, shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously terminated or is otherwise not in effect.

Modifications, amendments, supplements, and restatements to prepetition Executory Contracts or Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of such Executory Contracts or Unexpired Leases, or the validity, priority, or amount of any Claim that may arise in connection therewith, unless expressly noted in the Plan.

Nothing contained in the Plan shall constitute an admission by the Debtors that any Executory Contract or Unexpired Lease is, in fact, an Executory Contract or Unexpired Lease or that any Debtor or the Reorganized Debtor has any liability thereunder.

Contracts and leases entered into after the Petition Date by any Debtor will be performed by the applicable Debtor or Reorganized Debtor, as the case may be, in the ordinary course of its business or as authorized by the Bankruptcy Court. Accordingly, such contracts and leases (including any assumed Executory Contracts and Unexpired Leases) shall survive and remain unaffected by entry of the Confirmation Order, and, on the Effective Date, shall revest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as such terms may have been modified by order of the Bankruptcy Court.

All employment, confidentiality, and non-competition agreements, collective bargaining agreements, offer letters (including any severance set forth in the Plan), bonus, gainshare and incentive programs, additional pay required by Brazilian and other local law, vacation pay, holiday pay, severance, retirement, supplemental retirement, indemnity, executive retirement, pension, deferred compensation, medical, dental, vision, life and disability insurance, flexible spending account, and other health and welfare benefit plans, programs, agreements, and arrangements, and all other wage, compensation, employee expense reimbursement, and other benefit obligations (including, for the avoidance of doubt, letter agreements with respect to certain employees’ rights and obligations in the event of certain terminations of their employment in connection with and

following the implementation of the Restructuring Transactions) are deemed to be, and shall be treated as, Executory Contracts under the Plan and, on the Effective Date, shall be deemed assumed (or, in the event that GLAI is party to such agreements or arrangements, assumed and assigned to New GOL Parent) pursuant to sections 365 and 1123 of the Bankruptcy Code (in each case, as amended prior to or on the Effective Date).

Except as expressly provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed pursuant to the Plan or a Final Order (including the Confirmation Order) Allowing such Claim. On and after the Effective Date, each of the Reorganized Debtors shall have, and retain any and all rights and defenses the corresponding Debtor had, with respect to any Claim immediately before the Effective Date.

Except as otherwise expressly provided in the Plan and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019, after the Effective Date, the Reorganized Debtors shall have the authority (i) to file, withdraw, or litigate to judgment objections to Claims or Interests; (ii) to settle or compromise any Disputed Claim without any further notice to, or action, order, or approval of, the Bankruptcy Court; and (iii) to administer and adjust the Claims register to reflect any such settlements or compromises without any further notice to, or action, order, or approval of, the Bankruptcy Court. For the avoidance of doubt, except as otherwise provided in the Plan or by an order of the Bankruptcy Court, from and after the Effective Date, the Reorganized Debtors shall have and retain any and all rights and defenses the Debtors had immediately prior to the Effective Date with respect to any Disputed Claim, including the Retained Causes of Action.

The Committee may appoint, as of the Effective Date, a Person or Entity with duties limited in all respects as set forth in the Plan to consult with the Reorganized Debtors with respect to the Allowance of any General Unsecured Claims in excess of $5 million (the “General Unsecured Claim Observer”); provided, that the General Unsecured Claim Observer shall have standing to appear before the Bankruptcy Court with respect to matters arising out of or related to reconciliation, Allowance, and settlement of any General Unsecured Claims, as well as any objections thereto.

The General Unsecured Claim Observer may employ, without further order of the Bankruptcy Court, professionals to assist in carrying out the duties described in Article VII.C of the Plan, and the reasonable and documented costs of the General Unsecured Claim Observer, including reasonable and documented external professionals’ fees and expenses, shall be reimbursed by the Reorganized Debtors in the ordinary course of business in an aggregate amount not to exceed $250,000 as soon as reasonably practicable after invoiced. In addition, subject to the fee cap in the preceding sentence, the General Unsecured Claim Observer may review and

respond to inquiries from holders of Claims regarding distributions and implementation of the Plan and consult with the Reorganized Debtors with respect to the selection of the Distribution Dates.

The General Unsecured Claim Observer will be selected by a majority of the members of the Committee in accordance with the Committee’s by-laws and will be identified prior to the Confirmation Hearing. The General Unsecured Claim Observer’s role is to represent the interests of all holders of General Unsecured Claims. The General Unsecured Claim Observer will work with the Reorganized Debtors to ensure that Claims are reconciled, and distributions are made, in a fair and equitable manner. The General Unsecured Claim Observer minimizes the risk that the Reorganized Debtors reconcile General Unsecured Claims in a way that leads to Claims being Allowed at too high of an amount (which would otherwise harm all holders of General Unsecured Claims). The Debtors will be free to reconcile claims below $5,000,000 without oversight by the General Unsecured Claim Observer because the costs of such oversight would outweigh the benefits to all holders of General Unsecured Claims, whose claims in the aggregate are in excess of $1,000,000,000. Any Distribution Date selected in consultation with the General Unsecured Claim Observer will apply to all holders of General Unsecured Claims regardless of the size of any such holder’s Claim.

Upon the death, resignation, or removal of the General Unsecured Claim Observer, the Reorganized Debtors shall appoint a successor General Unsecured Claim Observer with approval of the Bankruptcy Court. Upon the resolution of all Disputed General Unsecured Claims, the General Unsecured Claim Observer shall be released and discharged of and from further authority, duties, responsibilities, and obligations relating to and arising from and in connection with the Chapter 11 Cases.

Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, may at any time request the Bankruptcy Court to estimate any Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim, including during the litigation of any objection to any Claim or during the appeal relating to such objection. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim, the estimated amount shall constitute either the Allowed amount of such Claim or a maximum limitation on such Claim for all purposes under the Plan. If the estimated amount constitutes a maximum limitation of the amount of such Claim, the Debtors or the Reorganized Debtors, as applicable, may elect to pursue any supplemental proceedings to object to the ultimate Allowance of such Claim. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any holder of a Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code be entitled to seek reconsideration of such estimation unless such holder has filed a motion requesting the right to seek such reconsideration on or before twenty-one (21) days after the date on which such Claim is estimated. All of the aforementioned objection, estimation, and resolution procedures are cumulative and not exclusive of one another.

Any duplicate Claim or any Claim that has been paid or otherwise satisfied, or any Claim that has been amended or superseded, may be adjusted or expunged on the Claims register by the Debtors or Reorganized Debtors, as applicable, upon stipulation between the parties without an objection to such Claim having to be filed and without any further notice or action, order, or approval of the Bankruptcy Court.

The Debtors and Reorganized Debtors, as applicable, shall be entitled to object to Claims. After the Effective Date, except as expressly provided in the Plan to the contrary, the Reorganized Debtors shall have and retain any and all rights and defenses that the Debtors had with regard to any Claim, except with respect to any Claim that is Allowed. Any objections to Proofs of Claim shall be served and filed on or before the later of (i) 180 days after the Effective Date, and (ii) such date as may be fixed by the Bankruptcy Court, after notice and a hearing, upon a motion by the Reorganized Debtors filed before the date that is 180 days after the Effective Date. Any Claims for which the Debtors do not timely file an objection to Proof of Claim pursuant to this section shall be Allowed. The expiration of such period shall not limit or affect the Debtors’ rights to dispute Claims asserted in the ordinary course of business other than through a Proof of Claim.

Any Claims held by a Person or Entity from whom property is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, or 549 of the Bankruptcy Code, shall be deemed Disallowed pursuant to section 502(d) of the Bankruptcy Code, and holders of such Claims shall not receive any distributions on account of such Claims until such time as the applicable Cause of Action against that Person or Entity has been settled or a Bankruptcy Court order with respect thereto has been entered, and, if such Cause of Action has been resolved in favor of the applicable Debtor, all sums due from that Person or Entity have been turned over or paid to the Debtors or the Reorganized Debtors, as applicable. All Claims filed on account of an indemnification obligation to a director, officer, or employee shall be deemed satisfied and may be expunged from the Claims register as of the Effective Date to the extent such indemnification obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to, or action, order, or approval of, the Bankruptcy Court.

On and after the Effective Date, a Claim may not be amended without the prior authorization of the Reorganized Debtors or order of the Bankruptcy Court.

If an objection, motion to estimate, or other challenge to a Claim is filed, or if the time to object to a Claim has not elapsed and the Claim has not been Allowed by the Plan or by Final Order, then no distribution shall be made on account of such Claim unless and until (and only to the extent that) such Claim becomes an Allowed Claim.

As soon as reasonably practicable after the date that the order or judgment of a court of competent jurisdiction Allowing any Disputed Claim becomes a Final Order, the Reorganized Debtors shall provide to the holder of such Claim the distribution (if any) to which such holder is entitled under the Plan as of the Effective Date, without any interest, dividends, or accruals to be paid on account of such Claim unless required under applicable non-bankruptcy law.

The Disputed Claims Reserve shall be established and funded on or about the Effective Date; provided, that the Disputed Claims Reserve shall be funded with any General Unsecured Claimholder Released Escrowed Shares allocable to any Disputed Claims at the time of any release of such General Unsecured Claimholder Released Escrowed Shares. Any property that would be distributable in respect of any Disputed General Unsecured Claim had such Disputed General Unsecured Claim been Allowed on the Effective Date, together with all earnings thereon (net of any taxes imposed thereon or otherwise payable by the Disputed Claims Reserve), as applicable, shall be deposited in the Disputed Claims Reserve. The amount of, or the amount of property constituting, the Disputed Claims Reserve shall be determined prior to the Confirmation Hearing, based on the Debtors’ good faith estimates or an order of the Bankruptcy Court estimating such Disputed Claims.

The Disputed Claims Reserve shall be responsible for payment, out of the assets of the Disputed Claims Reserve, of any taxes imposed on the Disputed Claims Reserve or its assets. In the event, and to the extent, any Cash in the Disputed Claims Reserve is insufficient to pay the portion of any such taxes attributable to the taxable income arising from the assets of such reserve (including any income that may arise upon the distribution of the assets in such reserve), assets of the Disputed Claims Reserve may be sold to pay such taxes.

To the extent that a Disputed General Unsecured Claim becomes an Allowed Claim after the Initial Distribution Date, the Disbursing Agent shall distribute to the holder thereof out of the Disputed Claims Reserve any property to which such holder is entitled under the Plan (net of any allocable taxes imposed thereon or otherwise incurred or payable by the Disputed Claims Reserve, including in connection with such distribution) in accordance with Article VIII.A of the Plan.

The Disbursing Agent may request an expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed for or on behalf of the Disputed Claims Reserve for all taxable periods through the date on which final distributions are made.

In the event the assets of the Disputed Claims Reserve are insufficient to satisfy all the Disputed General Unsecured Claims that have become Allowed, such Allowed General Unsecured Claims shall be satisfied Pro Rata from any remaining assets. After all assets in the Disputed Claims Reserve have been distributed, no further distributions shall be made in respect of Disputed General Unsecured Claims. At such time as all Disputed General Unsecured Claims have been resolved, any remaining assets in the Disputed Claims Reserve shall be distributed Pro Rata to all holders of Allowed General Unsecured Claims.

On or before the Effective Date, in accordance with the terms of the Transaction Steps, a

number of shares of New Equity equal to the General Unsecured Claimholder Distribution will be authorized and issued. On, or as soon as reasonably practicable after, the Effective Date, the Debtors or the Reorganized Debtors, as applicable, will determine the number of shares of New Equity that can be distributed to holders of Allowed General Unsecured Claims, while reserving a sufficient number of shares of New Equity (the “Reserved Shares”) to provide an equal percentage of recovery to holders of Disputed General Unsecured Claims should such Disputed General Unsecured Claims be Allowed in full. The Reserved Shares will be held in the Disputed Claims Reserve. Holders of Allowed General Unsecured Claims on the Effective Date, or if such claim is Allowed thereafter, will have the right to receive shares of New Equity that are deposited in the Disputed Claims Reserve but ultimately not distributed to holders of Disputed Claims that are ultimately Disallowed. At the time of the General Unsecured Claimholder Initial Distribution, or at each such later date as a Disputed General Unsecured Claims becomes an Allowed General Unsecured Claim and a distribution is paid thereon, New GOL Parent will keep a register of distributions and obtain an escrow CUSIP which corresponds to the holder’s right to receive a pro rata portion of the Reserved Shares that are not distributed to Disputed Claims that are ultimately Disallowed. Holders of Allowed General Unsecured Claims who hold their Allowed General Unsecured Claims through DTC will receive their escrow CUSIP through DTC at the time their distribution of New Equity is issued. All holders of Allowed General Unsecured Claims who hold their Allowed General Unsecured Claims outside of DTC will be tracked on a separate register maintained by New GOL Parent. The escrow CUSIP number and any interest related thereto will be non-transferable whether it is held in DTC or separately on the register maintained by New GOL Parent. Upon resolution of all Disputed General Unsecured Claims, the remaining Reserved Shares (if any) will be released and distributed Pro Rata to the holders of Allowed General Unsecured Claims with the escrow CUSIP number through DTC (to the extent that the escrow CUSIP is held in DTC) or to New GOL Parent’s register. A similar mechanism will be utilized for any General Unsecured Claimholder Released Escrowed Shares held in escrow and released therefrom pursuant to Article V.D.2 of the Plan.

All of the objection, estimation, and resolution procedures with respect to Disputed Claims are cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved in accordance with the Plan without further notice or Bankruptcy Court approval.

Unless otherwise provided in the Plan or paid pursuant to a prior Bankruptcy Court order, and subject to any reserves or holdbacks established pursuant to the Plan, on the applicable Distribution Date or as soon as reasonably practicable thereafter, each holder of an Allowed Claim shall receive the distributions that the Plan provides for Allowed Claims in the applicable Class as of such date. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day.

If and to the extent there are Disputed Claims as of the applicable Distribution Date, distributions on account of such Disputed Claims (which will only be made if and when they become Allowed Claims) shall be made pursuant to the provisions set forth in the Plan on or as soon as reasonably practicable after the next Distribution Date that is after the Allowance of each such Claim. No interest shall be paid on any Disputed Claim that becomes an Allowed Claim after the Initial Distribution Date.

For the avoidance of doubt, the Reorganized Debtors shall retain the ability to pay Claims pursuant to a prior Bankruptcy Court order after the Effective Date. The Debtors and Reorganized Debtors shall be entitled to withhold distributions on any Claim that they intend to pay pursuant to such an order.

Unless otherwise provided in the Plan, all distributions under the Plan shall be made by the Disbursing Agent on the applicable Distribution Date. The Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.

Without further order of the Bankruptcy Court, the Disbursing Agent shall be empowered to: (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (ii) make all distributions contemplated hereby; (iii) employ professionals and incur reasonable fees and expenses to represent it with respect to its responsibilities; and (iv) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions of the Plan.

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and documented expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes and reasonable attorney fees and expenses) in connection with making distributions shall be paid in Cash by the Reorganized Debtors.

Except as otherwise provided in the Plan or Bankruptcy Court order, the Disbursing Agent shall make distributions to holders of Allowed Claims as of the Distribution Record Date at the address for each such holder as indicated on the applicable Proofs of Claim (or, if no Proof of Claim has been filed, the Debtors’ records as of the date of any such distribution); provided, however, that the manner of such distributions shall be determined at the reasonable discretion of the Disbursing Agent. For the avoidance of doubt, the Distribution Record Date shall not apply to

holders of public Securities.

Except as otherwise reasonably requested by holders of Allowed 2028 Notes Claims, all distributions to holders of Allowed 2028 Notes Claims shall be deemed completed when made to such holders.

Except as otherwise reasonably requested by the 2026 Senior Secured Notes Trustee, all distributions to holders of Allowed 2026 Senior Secured Notes Claims shall be deemed completed when made to the 2026 Senior Secured Notes Trustee. The 2026 Senior Secured Notes Trustee shall hold or direct such distributions for the benefit of the holders of Allowed 2026 Senior Secured Notes Claims. As soon as practicable following the Effective Date, the 2026 Senior Secured Notes Trustee shall arrange to deliver such distributions to or on behalf of its holders in accordance with the terms of the applicable 2026 Senior Secured Notes Documents and the Plan.

Notwithstanding anything in the Plan to the contrary, the 2026 Senior Secured Notes Trustee shall not have any liability to any Person or Entity with respect to distributions made or directed to be made by the 2026 Senior Secured Notes Trustee in accordance with the Plan, nor shall the 2026 Senior Secured Notes Trustee have any obligation to make any distribution that is not delivered to it in a form that is distributable through the facilities of the DTC. The 2026 Senior Secured Notes Trustee shall be deemed a “Servicer” for purposes of the Plan.

Except as otherwise reasonably requested by the 2025 Senior Notes Trustee, all distributions to holders of Allowed 2025 Senior Notes Claims shall be deemed completed when made to the 2025 Senior Notes Trustee. The 2025 Senior Notes Trustee shall hold or direct such distributions for the benefit of the holders of Allowed 2025 Senior Notes Claims. As soon as practicable following the Effective Date, the 2025 Senior Notes Trustee shall arrange to deliver or direct the delivery of such distributions to or on behalf of the holders of Allowed 2025 Senior Notes Claims in accordance with the terms of the applicable 2025 Senior Notes Documents, the Plan, and the Confirmation Order. Subject to the applicable Indenture Trustee Charging Lien, the 2025 Senior Notes Trustee (at its election) may transfer, direct the transfer of, or facilitate such distributions (and may rely upon information received from the Debtors or the Disbursing Agent for purposes of such transfer) directly through the facilities of DTC in accordance with DTC’s customary practices. Additionally, the 2025 Senior Notes Trustee may (but is not required to) establish its own record date for distributions to holders of Allowed 2025 Senior Notes Claims. DTC shall be considered a single holder of all 2025 Senior Notes Claims for purposes of distributions under the Plan.

Notwithstanding anything in the Plan to the contrary, the 2025 Senior Notes Trustee shall not have any liability to any Person or Entity with respect to distributions made or directed to be made by the 2025 Senior Notes Trustee in accordance with the Plan, nor shall the 2025 Senior Notes Trustee have any duty, obligation, or responsibility to make, or liability whatsoever with respect to, any distribution that is not delivered to it in a form that is distributable through the

facilities of the DTC, and the Debtors or the Reorganized Debtors, as applicable, shall make such distributions (subject to the applicable Indenture Trustee Charging Lien). The 2025 Senior Notes Trustee shall be deemed a “Servicer” for purposes of the Plan.

Except as otherwise reasonably requested by the 2024 Senior Exchangeable Notes Trustee, all distributions to holders of Allowed 2024 Senior Exchangeable Notes Claims shall be deemed completed when made to the 2024 Senior Exchangeable Notes Trustee. The 2024 Senior Exchangeable Notes Trustee shall hold or direct such distributions for the benefit of the holders of Allowed 2024 Senior Exchangeable Notes Claims. As soon as practicable following the Effective Date, the 2024 Senior Exchangeable Notes Trustee shall arrange to deliver or direct the delivery of such distributions to or on behalf of the holders of Allowed 2024 Senior Exchangeable Notes Claims in accordance with the terms of the applicable 2024 Senior Exchangeable Notes Documents, the Plan, and the Confirmation Order. Subject to the applicable Indenture Trustee Charging Lien, the 2024 Senior Exchangeable Notes Trustee (at its election) may transfer, direct the transfer of, or facilitate such distributions (and may rely upon information received from the Debtors or the Disbursing Agent for purposes of such transfer) directly through the facilities of DTC in accordance with DTC’s customary practices. Additionally, the 2024 Senior Exchangeable Notes Trustee may (but is not required to) establish its own record date for distributions to holders of Allowed 2024 Senior Exchangeable Notes Claims. DTC shall be considered a single holder of all 2024 Senior Exchangeable Notes Claims for purposes of distributions under the Plan.

Notwithstanding anything in the Plan to the contrary, the 2024 Senior Exchangeable Notes Trustee shall not have any liability to any Person or Entity with respect to distributions made or directed to be made by the 2024 Senior Exchangeable Notes Trustee in accordance with the Plan, nor shall the 2024 Senior Exchangeable Notes Trustee have any duty, obligation, or responsibility to make, or liability whatsoever with respect to, any distribution that is not delivered to it in a form that is distributable through the facilities of the DTC, and the Debtors or the Reorganized Debtors, as applicable, shall make such distributions (subject to the applicable Indenture Trustee Charging Lien). The 2024 Senior Exchangeable Notes Trustee shall be deemed a “Servicer” for purposes of the Plan.

Except as otherwise reasonably requested by the Perpetual Notes Trustee, all distributions to holders of Allowed Perpetual Notes Claims shall be deemed completed when made to the Perpetual Notes Trustee. The Perpetual Notes Trustee shall hold or direct such distributions for the benefit of the holders of Allowed Perpetual Notes Claims. As soon as practicable following the Effective Date, the Perpetual Notes Trustee shall arrange to deliver or direct the delivery of such distributions to or on behalf of the holders of Allowed Perpetual Notes Claims in accordance with the terms of the applicable Perpetual Notes Documents, the Plan, and the Confirmation Order. Subject to the applicable Indenture Trustee Charging Lien, the Perpetual Notes Trustee (at its election) may transfer, direct the transfer of, or facilitate such distributions (and may rely upon information received from the Debtors or the Disbursing Agent for purposes of such transfer) directly through the facilities of DTC in accordance with DTC’s customary practices. Additionally, the Perpetual Notes Trustee may (but is not required to) establish its own record date

for distributions to holders of Allowed Perpetual Notes Claims. DTC shall be considered a single holder of all Perpetual Notes Claims for purposes of distributions under the Plan.

Notwithstanding anything in the Plan to the contrary, the Perpetual Notes Trustee shall not have any liability to any Person or Entity with respect to distributions made or directed to be made by the Perpetual Notes Trustee in accordance with the Plan, nor shall the Perpetual Notes Trustee have any duty, obligation, or responsibility to make, or liability whatsoever with respect to, any distribution that is not delivered to it in a form that is distributable through the facilities of the DTC, and the Debtors or the Reorganized Debtors, as applicable, shall make such distributions (subject to the applicable Indenture Trustee Charging Lien). The Perpetual Notes Trustee shall be deemed a “Servicer” for purposes of the Plan.

Except as otherwise reasonably requested by the Glide Notes Trustee, all distributions to holders of Allowed Glide Notes Claims shall be deemed completed when made to the Glide Notes Trustee. The Glide Notes Trustee shall hold or direct such distributions for the benefit of the holders of Allowed Glide Notes Claims. As soon as practicable following the Effective Date, the Glide Notes Trustee shall arrange to deliver such distributions to or on behalf of its holders in accordance with the terms of the applicable Glide Notes Documents and the Plan.

Notwithstanding anything in the Plan to the contrary, the Glide Notes Trustee shall not have any liability to any Person or Entity with respect to distributions made or directed to be made by the Glide Notes Trustee in accordance with the Plan, nor shall the Glide Notes Trustee have any obligation to make any distribution that is not delivered to it in a form that is distributable through the facilities of the DTC. The Glide Notes Trustee shall be deemed a “Servicer” for purposes of the Plan.

No (i) fractional shares of New Equity or (ii) Cash payments of less than $50 shall be distributed to any holder of an Allowed Claim on account of such Allowed Claim. When any distribution pursuant to the Plan would otherwise result in the issuance of a number of shares of New Equity that is not a whole number, the actual distribution of such New Equity shall be rounded as follows: (i) fractions of greater than one-half (½) shares of New Equity shall be rounded to the next higher whole number and (ii) fractions of one-half (½) or less of New Equity shall be rounded to the next lower whole number with no further payment therefor. The total number of authorized shares of New Equity to be distributed to the holders of Allowed Claims may be adjusted as necessary to account for the foregoing rounding.

In the event that any distribution to any holder is returned as undeliverable, no distribution to such holder shall be made unless and until the Disbursing Agent has determined the then-current address of such holder, at which time such distribution shall be made to such holder without interest; provided, that any distribution that remains undeliverable for one year from the date on which such distribution was attempted to be made shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code. After such date, all unclaimed property shall revert to the

Reorganized Debtors automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial, or state escheat, abandonment, or unclaimed property laws to the contrary), and the claim of any holder to such property shall be discharged and forever barred.

See Section X herein.

In connection with the Plan, to the extent applicable, the Reorganized Debtors and the Disbursing Agent shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Any amounts withheld pursuant to the preceding sentence shall be deemed to have been distributed to and received by the applicable recipient for all purposes of the Plan. Notwithstanding any provision in the Plan to the contrary, the Reorganized Debtors and the Disbursing Agent shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including withholding distributions pending receipt of information necessary to facilitate such distributions or establishing any other mechanisms they believe are reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, liens, and encumbrances. Notwithstanding the above, each holder of an Allowed Claim or Allowed Interest that is to receive a distribution under the Plan shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed on such holder by any Governmental Unit, including income, withholding, and other tax obligations, on account of such distribution. The Disbursing Agent has the right, but not the obligation, to not make a distribution until such holder has made arrangements satisfactory to any issuing or disbursing party for payment of any such tax obligations. The Reorganized Debtors may require, as a condition to making a distribution, that the holder of an Allowed Claim complete and return a Form W-8 or W 9 or a similar form applicable to such holder.

The Debtors, Reorganized Debtors, and the Disbursing Agent are authorized to take all actions necessary or appropriate to ensure that any distribution under the Plan complies with, and would not violate, applicable Brazilian law, including any relevant antitrust laws. In order to comply with applicable law, the Debtors, the Reorganized Debtors, and the Disbursing Agent may, prior to making any distribution of New Equity under the Plan to any claimant holding Allowed Claims in excess of $500 million, require that such claimant provide the Debtors, Reorganized Debtors, or Disbursing Agent, as applicable, with additional disclosures reasonably necessary for the Debtors or Reorganized Debtors, as applicable, to comply with applicable law. Failure to provide any such requested information may result in the holdback of any distribution pending receipt of such information. To the extent that failure to disclose any required information, including failure to make any required representation as set forth in the Transaction Steps, results in violation of any applicable law, such claimant may have their distribution forfeited or, if the claimant has already received a distribution, be held directly liable for violation of such laws as well as be held liable for any damages incurred by the Reorganized Debtors, including any fines

and/or penalties imposed on the Reorganized Debtors.

Unless otherwise specifically provided for in the Plan, the Confirmation Order, or other Bankruptcy Court order, postpetition interest shall not accrue or be paid on any Claims, and no holder of a Claim shall be entitled to interest on such Claim accruing on or after the Petition Date.

Except for Claims that are expressly Allowed under the Plan or pursuant to a Final Order, the Debtors and the Reorganized Debtors may, but shall not be required to, set off against any Claim (for purposes of determining the Allowed amount of such Claim on which distribution shall be made), any claims of any nature whatsoever that the applicable Debtors or the Reorganized Debtors may have against the holder of such Claim; provided, that neither the failure to do so nor the allowance of any Claim under the Plan shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claim the Debtors or the Reorganized Debtors may have against the holder of such Claim.

A Claim shall be Disallowed without an objection having to be filed and without any further notice to, or action, order, or approval of, the Bankruptcy Court, to the extent and in the amount that the holder of such Claim receives payment (before or after the Effective Date) on account of such Claim from a party that is not a Debtor or Reorganized Debtor; provided, however, if such holder is required to repay all or any portion of a Claim (either by contract or by order of a court of competent jurisdiction) to the party that is not a Debtor or Reorganized Debtor, and such holder in fact repays all or a portion of the Claim to such third party, the repaid amount of such Claim shall remain subject to the applicable treatment set forth in the Plan and subject to the respective rights and defenses of the Debtors or Reorganized Debtors, as applicable, and the holder of such Claim. To the extent a holder of a Claim receives a distribution on account of such Claim under the Plan and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such holder shall, within ten (10) days of receipt thereof, repay or return the applicable portion of the distribution to the applicable Debtor or Reorganized Debtor, to the extent the holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan. The failure of such holder to timely repay or return such distribution shall result in the holder owing the applicable Reorganized Debtor annualized interest at the federal judgment rate, as in effect as of the Petition Date, on such amount owed for each day after the 10-day grace period specified above until such amount is repaid.

To the extent that one or more of the Debtors’ Insurers, in its role as an insurer (but not in any role as the issuer of surety bonds or similar instruments or as a guarantor of payment), agree to satisfy in full or in part a Claim (if and to the extent adjudicated by a court of competent

jurisdiction or otherwise settled), then, immediately upon such Insurers’ payment thereof, the applicable portion of such Claim may be expunged without an objection having to be filed and without any further notice to, or action, order, or approval of, the Bankruptcy Court; provided, however, if such holder is required to repay all or any portion of a Claim (either by contract or by order of a court of competent jurisdiction) to the Insurer, and such holder in fact repays all or a portion of the Claim to such Insurer, the repaid amount of such Claim shall remain subject to the applicable treatment set forth in the Plan and subject to the respective rights and defenses of the Debtors or Reorganized Debtors, as applicable, and the holder of such Claim.

Except as otherwise provided in the Plan, distributions to holders of Claims covered by Insurance Contracts shall be in accordance with the provisions of any applicable Insurance Contract. Except as otherwise expressly set forth in the Plan, nothing in the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity, including any holders of Claims, may hold against any other Entity under any Insurance Contract, including against Insurers or any insured, nor shall anything contained in the Plan constitute or be deemed a waiver by such Insurers of any rights or defenses, including coverage defenses, held by such Insurers.

Except as otherwise provided in the Plan, the aggregate consideration paid to the holders of Allowed Claims shall be treated pursuant to the Plan as allocated first to the principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if any, accrued through the Effective Date.

The Confirmation Order will constitute the Bankruptcy Court’s finding and determination that all compromises and settlements reflected in the Plan are (i) fair, equitable, and reasonable, and (ii) in the best interests of the Debtors, their Estates, and their creditors. The Confirmation Order shall authorize and approve the compromises, settlements, and releases of all contractual, legal, and equitable rights and Causes of Action that are satisfied, compromised, and settled pursuant hereto except as specified on the Schedule of Retained Causes of Action. Notwithstanding anything in the Plan to the contrary, nothing in the Plan shall compromise or settle any (i) Causes of Action that the Debtors or Reorganized Debtors, as applicable, may have against any Person or Entity that is not a Released Party, (ii) Causes of Action that are preserved pursuant to Article V.N of the Plan, (iii) Causes of Action included on the Schedule of Retained Causes of Action, or (iv) Unimpaired Claims or Interests.

The allowance, classification, and treatment of Allowed Claims of any Released Party take into account any Causes of Action, whether under the Bankruptcy Code or under applicable non bankruptcy law, that the Debtors may have against such Released Party as of the Effective Date, and all such Causes of Action are settled, compromised, and released as set forth in the Plan except as specified on the Schedule of Retained Causes of Action.

In accordance with the provisions of the Plan, and pursuant to Bankruptcy Rule 9019, without any further notice to, or action, order, or approval of, the Bankruptcy Court, after the Effective Date, the applicable Reorganized Debtors may, in their sole and absolute discretion, compromise and settle (i) Claims (including Causes of Action) not previously Allowed (if any) and (ii) claims (including Causes of Action) against other Persons or Entities.

Except as otherwise provided in the Plan, effective as of the Effective Date: (i) the rights afforded in the Plan and the treatment of all Claims and Interests shall be in exchange for and in complete satisfaction, discharge, and release of such Claims and Interests, including any interest accrued on Claims from and after the Petition Date; (ii) the Plan shall bind all holders of Claims and Interests, notwithstanding whether any such holder failed to vote to accept or reject the Plan or voted to reject the Plan; and (iii) all Persons and Entities shall be precluded from asserting against the Debtors, the Estates, the Reorganized Debtors, the successors and assigns of the foregoing, and their respective assets and properties any Claims or Interests based upon any documents, instruments, or any act or omission, transaction, or other activity of any kind or nature that occurred before the Effective Date.

Except as otherwise expressly provided in the Plan or in any contract, instrument, release, or other agreement or document that is created, amended, ratified, entered into, or Reinstated pursuant to the Plan, on the Effective Date, all mortgages, deeds of trust, Liens, pledges, and any other security interests with respect to any property of the Estates, subject to the consummation of the applicable distributions contemplated in the Plan, shall be released and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors. The Agents/Trustees shall be directed to release any mortgages, deeds of trust, Liens, pledges, or other security interests they hold and to take such actions as may be requested by the Reorganized Debtors to evidence the release of such mortgages, deeds of trust, Liens, pledges, or other security interests, including the execution, delivery, and filing or recording of any documents or instruments that may be required to effectuate the foregoing, in each case, at the Reorganized Debtors’ sole cost and expense. On and after the Effective Date, the Reorganized Debtors (and any of their agents, attorneys, or designees) shall be authorized to execute and file on behalf of the applicable creditors Form UCC-3 termination statements, intellectual property assignments, mortgage or deed of trust releases, or such other forms or release documents in any jurisdiction as may be necessary or appropriate to evidence such releases and implement the provisions of Article IX.C of the Plan.

Notwithstanding anything in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, to the maximum extent permitted by applicable law, the Debtors, the Reorganized Debtors, and the Estates (in each case on behalf of themselves and their respective successors, assigns,

and representatives) are deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged each Released Party from, and covenanted not to sue on account of, any and all claims, interests, obligations (contractual or otherwise), rights, suits, damages, Causes of Action (including Avoidance Actions), remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, disputed or undisputed, liquidated or unliquidated, existing or hereafter arising, in law, equity, or otherwise, that the Debtors, the Reorganized Debtors, or the Estates (and in each case their respective successors, assigns, and representatives) would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of a Claim or Interest, including any derivative claims or Causes of Action assertable on behalf of any Debtor, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), the Chapter 11 Cases, the DIP Facility, the issuance, distribution, purchase, sale, or rescission of the purchase or sale of any security or other debt instrument of the Debtors or Reorganized Debtors, the assumption, rejection, or amendment of any Executory Contract or Unexpired Lease, the subject matter of, or the transactions or events giving rise to, any Claim or Interest dealt with in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests before or during the Chapter 11 Cases, and the negotiation, formulation, preparation, entry into, consummation, or dissemination of (i) the DIP Facility Documents, (ii) the Plan Support Agreement, (iii) the Disclosure Statement, (iv) the Plan (including, for the avoidance of doubt, the Plan Supplement), (v) the Transaction Steps, (vi) the Restructuring Transactions, (vii) the New Debt Documents, (viii) the Incremental New Money Equity Documents, (ix) the New Equity Documents, or (x) any related agreements, instruments, or other documents, in each case, in connection with or relating to any act or omission, transaction, event, or other occurrence taking place on or before the Effective Date, other than claims unknown to the Debtors as of the Effective Date arising out of or relating to any act or omission of a Released Party that is determined by a Final Order of a court of competent jurisdiction to have constituted willful misconduct, intentional fraud, or gross negligence. Notwithstanding anything to the contrary in the foregoing, the release granted in Article IX.D of the Plan does not release any post-Effective Date obligations or liabilities of any Person or Entity under the Plan, any assumed Executory Contract or Unexpired Lease, or agreement or document that is created, amended, ratified, entered into, or Reinstated pursuant to the Plan (including the New Debt Documents, the Incremental New Money Equity Documents, and the New Equity Documents).

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the release described in Article IX.D of the Plan and shall constitute the Bankruptcy Court’s finding that such release (i) is an essential means of implementing the Plan; (ii) is an integral and non-severable element of the Plan and the transactions incorporated therein; (iii) confers substantial benefits on the Estates; (iv) is given in exchange for good and valuable consideration provided by the Released Parties; (v) constitutes a good-faith settlement and compromise of the claims and Causes of Action released by Article IX.D of the Plan; (vi) is in the best interests of the Debtors, their Estates, and all holders of Claims and Interests; (vii) is fair, equitable, and reasonable; and (viii) is given after due notice and opportunity for hearing. The release described in Article IX.D of the Plan shall, on the Effective Date, have the effect of res judicata to the fullest extent permissible under applicable laws of Brazil and

any other jurisdiction in which the Debtors operate.

Notwithstanding anything in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, to the maximum extent permitted by applicable law, each Releasing Party shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged the Released Parties from, and covenanted not to sue on account of, any and all claims, interests, obligations (contractual or otherwise), rights, suits, damages, Causes of Action (including Avoidance Actions), remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, disputed or undisputed, liquidated or unliquidated, existing or hereafter arising, in law, equity, or otherwise, that such Releasing Party would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the holder of a Claim or Interest, including any derivative claims or Causes of Action assertable on behalf of any Releasing Party, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), the Chapter 11 Cases, the DIP Facility, the issuance, distribution, purchase, sale, or rescission of the purchase or sale of any security or other debt instrument of the Debtors or Reorganized Debtors, the assumption, rejection, or amendment of any Executory Contract or Unexpired Lease, the subject matter of, or the transactions or events giving rise to, any Claim or Interest dealt with in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests before or during the Chapter 11 Cases, and the negotiation, formulation, preparation, entry into, consummation, or dissemination of (i) the DIP Facility Documents, (ii) the Plan Support Agreement, (iii) the Disclosure Statement, (iv) the Plan (including, for the avoidance of doubt, the Plan Supplement), (v) the Transaction Steps, (vi) the Restructuring Transactions, (vii) the New Debt Documents, (viii) the Incremental New Money Equity Documents, (ix) the New Equity Documents, or (x) any related agreements, instruments, or other documents, in each case, in connection with or relating to any act or omission, transaction, event, or other occurrence taking place on or before the Effective Date, other than claims unknown to such Releasing Party as of the Effective Date arising out of or relating to any act or omission of a Released Party that is determined by a Final Order of a court of competent jurisdiction to have constituted willful misconduct, intentional fraud, or gross negligence. Notwithstanding anything to the contrary in the foregoing, the releases granted in Article IX.E of the Plan do not release any post-Effective Date obligations or liabilities of any Person or Entity under the Plan, any assumed Executory Contract or Unexpired Lease, or agreement or document that is created, amended, ratified, entered into, or Reinstated pursuant to the Plan (including the New Debt Documents, the Incremental New Money Equity Documents, and the New Equity Documents).

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the releases described in Article IX.E of the Plan and shall constitute the Bankruptcy Court’s finding that such releases (i) are an essential means of implementing the Plan; (ii) are an integral and non-severable element of the Plan and the transactions incorporated therein; (iii) confer substantial benefits on the Estates; (iv) are in exchange for good and valuable

consideration provided by the Released Parties; (v) constitute a good-faith settlement and compromise of the claims and Causes of Action released by Article IX.E of the Plan; (vi) are in the best interests of the Debtors, their Estates, and all holders of Claims and Interests; (vii) are fair, equitable, and reasonable; (viii) are given after due notice and opportunity for hearing; and (ix) are a bar to any of the Releasing Parties asserting any claim or Cause of Action released by Article IX.E of the Plan. The releases described in Article IX.E of the Plan shall on the Effective Date, have the effect of res judicata to the fullest extent permissible under applicable laws of Brazil and any other jurisdiction in which the Debtors operate.

Pursuant to Section IV.B of the Solicitation and Voting Procedures, claimants that have submitted a proof of claim with respect to a particular Aircraft Equipment Transaction that are not receiving ballots in accordance with Annex 1 of the Solicitation and Voting Procedures shall be deemed to have given or not given the releases in Article IX.E of the Plan in connection with their non-voting Claims to the same extent and in accordance with whether the voting claimant for such Aircraft Equipment Transaction grants or does not grant such releases.

Without affecting or limiting the releases set forth in Article IX.D and Article IX.E of the Plan, and notwithstanding anything in the Plan to the contrary effective as of the Effective Date, to the fullest extent permitted by law, no Exculpated Party^[19] shall have or incur, and each Exculpated Party shall be exculpated from, any Claim, claim or Cause of Action in connection with or arising out of the administration of the Chapter 11 Cases, the negotiation and pursuit of the DIP Facility Documents, the Plan Support Agreement, the Disclosure Statement, the solicitation of votes on, or confirmation of, the Plan, the New Debt Documents, the Incremental New Money Equity Documents, the New Equity Documents, any settlement or compromise reflected in the Plan, the Transaction Steps, the Restructuring Transactions, and the Plan (including, for the avoidance of doubt, the Plan Supplement), the funding of the Plan, the occurrence of the Effective Date, the administration and implementation of the Plan or the property to be distributed under the Plan, the issuance or distribution of securities under or in connection with the Plan, the issuance, distribution, purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors under or in connection with the Plan, or the transactions in furtherance of any of the foregoing, in each case, other than claims or liabilities arising out of or relating to any act or omission of an Exculpated Party that is determined by a Final Order of a court of competent jurisdiction to have constituted willful misconduct, fraud, or gross negligence; provided, that, notwithstanding anything to the contrary in the foregoing, the exculpation

set forth above does not apply to any (i) liability that cannot be exculpated pursuant to Rule 1.8(h) of the New York Rules of Professional Conduct (22 N.Y.C.P.R. § 1200), and (ii) cause of action, liability or claim arising out of or relating to any police, regulatory, criminal, or other enforcement action by a governmental agency. The Exculpated Parties have, and upon implementation of the Plan, shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes on, and distribution of consideration under, the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or distributions made pursuant to the Plan. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any applicable laws, rules, or regulations protecting the Exculpated Parties from liability. Notwithstanding anything to the contrary in the foregoing, the exculpation set forth above does not exculpate any post-Effective Date obligations or liabilities of any Person or Entity under the Plan, the New Debt Documents, the Incremental New Money Equity Documents, and the New Equity Documents, or any assumed Executory Contract or Unexpired Lease.

UPON ENTRY OF THE CONFIRMATION ORDER, ALL HOLDERS OF CLAIMS AND INTERESTS AND OTHER PARTIES IN INTEREST, ALONG WITH THEIR RESPECTIVE PRESENT OR FORMER EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, PRINCIPALS, AFFILIATES, AND RELATED PARTIES SHALL BE ENJOINED FROM TAKING ANY ACTIONS TO INTERFERE WITH THE IMPLEMENTATION OR CONSUMMATION OF THE PLAN IN RELATION TO ANY CLAIM EXTINGUISHED, DISCHARGED, OR RELEASED PURSUANT TO THE PLAN.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN OR THE CONFIRMATION ORDER, ALL ENTITIES THAT HAVE HELD, HOLD, OR MAY HOLD CLAIMS AGAINST OR INTERESTS IN THE DEBTORS AND OTHER PARTIES IN INTEREST, ALONG WITH THEIR RESPECTIVE PRESENT OR FORMER EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, PRINCIPALS, AFFILIATES, AND RELATED PARTIES ARE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS AGAINST THE DEBTORS, THE REORGANIZED DEBTORS, THE RELEASED PARTIES, OR THE EXCULPATED PARTIES (TO THE EXTENT OF THE EXCULPATION PROVIDED PURSUANT TO ARTICLE IX.F OF THE PLAN WITH RESPECT TO THE EXCULPATED PARTIES): (I) COMMENCING OR CONTINUING ANY ACTION OR PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS OR ANY OTHER CLAIMS OR INTERESTS RELEASED OR SETTLED PURSUANT TO THE PLAN; (II) ENFORCING, ATTACHING, COLLECTING, OR RECOVERING BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD, DECREE, OR ORDER AGAINST SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (III) CREATING, PERFECTING, OR ENFORCING ANY LIEN OR OTHER ENCUMBRANCE OF ANY KIND AGAINST SUCH ENTITIES OR THE PROPERTY OF SUCH ENTITIES OR THEIR ESTATES ON

ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; AND (IV) ASSERTING THE RIGHT OF SETOFF, SUBROGATION, OR RECOUPMENT AGAINST ANY OBLIGATION DUE FROM SUCH ENTITIES OR AGAINST THE PROPERTY OF SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS NOTWITHSTANDING AN INDICATION IN A DOCUMENT FILED WITH THE BANKRUPTCY COURT THAT SUCH ENTITY ASSERTS, HAS, OR INTENDS TO PRESERVE ANY SUCH RIGHT.

BY ACCEPTING DISTRIBUTIONS UNDER THE PLAN, EACH HOLDER OF A CLAIM OR INTEREST EXTINGUISHED, DISCHARGED, OR RELEASED PURSUANT TO THE PLAN SHALL BE DEEMED TO HAVE AFFIRMATIVELY AND SPECIFICALLY CONSENTED TO BE BOUND BY THE PLAN, INCLUDING THE INJUNCTIONS SET FORTH IN ARTICLE IX.G OF THE PLAN.

THE INJUNCTIONS IN ARTICLE IX.G OF THE PLAN SHALL INURE TO THE BENEFIT OF THE DEBTORS, ANY SUCCESSORS OF THE DEBTORS, THE REORGANIZED DEBTORS, THE RELEASED PARTIES, AND THE EXCULPATED PARTIES AND THEIR RESPECTIVE PROPERTY AND INTERESTS IN PROPERTY.

Notwithstanding any language to the contrary in the Disclosure Statement, the Plan, or the Confirmation Order, no provision shall (i) preclude the SEC from enforcing its police or regulatory powers or (ii) enjoin, limit, impair or delay the SEC from commencing or continuing any claims, causes of action, proceedings or investigations against any non-Debtor Person or Entity in any forum.

SECTION VII.
Solicitation and Voting Procedures

This Section VII is meant only to provide a summary of some of the provisions contained in the Solicitation and Voting Procedures attached to the Disclosure Statement Order as Exhibit 1. For complete information, please review the Solicitation and Voting Procedures attached to the Disclosure Statement Order as Exhibit 1.

Before voting to accept or reject the Plan, each holder of a Claim entitled to vote (an “Eligible Holder”) should carefully review this Disclosure Statement and the Plan, which, as noted, is attached to this Disclosure Statement as Exhibit A. All descriptions of the Plan set forth in this Disclosure Statement are subject to the terms and provisions of the Plan.

As set forth above, under the Bankruptcy Code, only holders of Claims and Interests in “impaired” classes that receive or retain any property under the Plan are entitled to vote on the Plan. Under section 1124 of the Bankruptcy Code, a class of Claims or Interests is “impaired” unless (1) the Plan leaves unaltered the legal, equitable, and contractual rights to which such Claim or Interest entitles the holder thereof or (2) notwithstanding any legal right to an accelerated

payment, the Plan cures all existing defaults (other than defaults resulting from the occurrence of events of bankruptcy) and reinstates the maturity of such Claim or Interest as it existed before the default.

If, however, a holder of an impaired Claim or Interest will not receive or retain any distribution under the Plan on account of such Claim or Interest, the Bankruptcy Code deems such holder to have rejected the Plan, and, accordingly, holders of such Claims and Interests do not have the right to vote on the Plan and will not receive a Ballot. If a Claim or an Interest is not impaired by the Plan, the Bankruptcy Code presumes the holder of such Claim or Interest to have accepted the Plan and, accordingly, holders of such Claims and Interests are not entitled to vote on the Plan, and thus will not receive a Ballot.

The following Classes of Claims are the Voting Classes:

Holders of Claims in the Voting Classes are entitled to vote on the Plan and will be receiving the Solicitation Package, including the applicable Ballot, together with this Disclosure

Statement. Such holders should review their Ballots carefully and follow the instructions contained therein. Any Ballot that is executed and returned but that does not indicate an acceptance or rejection of the Plan or indicates both acceptance and rejection of the Plan will not be counted as votes on the Plan.

Each Ballot will provide holders the option to elect to opt out of the Third-Party Release by checking the appropriate box on the applicable Ballot. If a holder of a Claim in a Voting Class (i) either votes to accept the Plan, votes to reject the Plan, or abstains from voting on the Plan and (ii) does not elect to opt out of the Third-Party Release by checking the appropriate box on the applicable Ballot, such holder and their Related Parties (as defined below) will be deemed to have consented to the Third-Party Release and unconditionally, irrevocably, and forever released and discharged the Released Parties (as defined below) from, among other things, any and all claims that relate to the Debtors. If a holder of a Claim would otherwise be entitled to be a Released Party under the Plan, but such holder opts out of the Third-Party Release, then the holder will not be a Released Party.

The following Classes of Claims and Interests are Non-Voting Classes:

The Debtors are not soliciting votes on the Plan from holders of Claims and Interests in the Non-Voting Classes. As such, holders of Claims and Interests in the Non-Voting Classes will not be receiving the Solicitation Package and, instead, will receive the appropriate notice as follows:

       If holders of Claims in Classes 1, 2, and 9 and holders of Claims that are subject to a pending objection by the Debtors do not elect to opt out of the Third-Party Release by following the instructions on the Release Opt-Out Form, such holders and their Related Parties (as defined below) will be deemed to have consented to the Third-Party Release and unconditionally, irrevocably, and forever released and discharged the Released Parties (as defined below) from, among other things, any and all claims that relate to the Debtors. If a holder of a Claim would otherwise be entitled to be a Released Party under the Plan, but such holder opts out of the Third-Party Release, then the holder will not be a Released Party.

The deadline to vote on the Plan and opt out of the Third-Party Release is 4:00 p.m. (prevailing Eastern time) on May 12, 2025—i.e., the Voting Deadline. FOR YOUR VOTE AND/OR OPT-OUT ELECTION TO BE COUNTED, YOUR VOTE AND/OR OPT-OUT ELECTION MUST BE RECEIVED BY THE SOLICITATION AGENT ON OR BEFORE THE VOTING DEADLINE. The Debtors may extend the Voting Deadline, in their discretion, without further order of the Bankruptcy Court. There can be no assurance that the Debtors will extend the Voting Deadline.

Each Ballot and Release Opt-Out Form contains detailed instructions for completion and submission. To be accepted, Ballots and Release Opt-Out Forms must be completed and delivered to the Solicitation Agent by one of the following methods:

As noted, except as permitted by the Debtors, in their sole discretion, or as permitted by the Bankruptcy Court pursuant to Bankruptcy Rule 3018, for a holder’s vote on the Plan and/or opt-out

election to be counted, the holder’s Ballot or Release Opt-Out Form, as applicable, must be properly executed, completed, and delivered to the Solicitation Agent by no later than the Voting Deadline.

If a holder elects to deliver its Ballot or Release Opt-Out Form by mail, it is recommended to use an air courier with a guaranteed next day delivery or registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.

IF AN ELIGIBLE HOLDER MUST RETURN ITS BALLOT TO ITS NOMINEE, SUCH ELIGIBLE HOLDER MUST RETURN ITS BALLOT TO THE NOMINEE IN SUFFICIENT TIME FOR THE NOMINEE TO PROCESS IT AND RETURN THE MASTER BALLOT TO THE SOLICITATION AGENT BEFORE THE VOTING DEADLINE.

The Voting Record Date for determining which holders of Claims are Eligible Holders who are entitled to vote on the Plan is March 12, 2025. The applicable administrative agent or indenture trustee under any debt documents will not vote on behalf of its holders. All holders must submit their own Ballot either directly to the Voting Agent or in accordance with voting instructions provided by their Nominee.

If a Ballot is damaged or lost, the Eligible Holder may contact the Voting Agent at the telephone number or email address set forth below to receive a replacement Ballot. If holders of Claims or Interests have any questions about the Solicitation Package or Notice of Non-Voting Status, as applicable, or if an Eligible Holder did not receive a Ballot, received a damaged Ballot, or lost its Ballot, such holders may contact the Solicitation Agent, at 844.553.2247 (U.S./Canada) (toll free) or +1.646.777.2315 (International) or by e-mail via GOLInfo@ra.kroll.com (with “GOL Solicitation Inquiry” in the subject line).

Additional copies of this Disclosure Statement, the Plan, and the Plan Supplement (when filed) are available upon written request made to the Solicitation Agent at the following address:

GOL Linhas Aéreas Inteligentes S.A. Ballot Processing Center
c/o Kroll Restructuring Administration LLC

850 Third Avenue, Suite 412, Brooklyn, NY 11232
844.553.2247 (U.S./Canada) (toll free) +1.646.777.2315 (International)
GOLInfo@ra.kroll.com (with “GOL Solicitation Inquiry” in the subject line)

Special procedures are set forth below for holders of Claims who hold their Claims through a broker, dealer, commercial bank, trust company, or other agent or nominee (each, a “Nominee”).

Nominees that hold Claims in Voting Classes other than for their own account must provide copies of the solicitation materials included in the Solicitation Package, including this Disclosure Statement, to their customers that beneficially hold such Claims as of the Voting Record Date (each a “Beneficial Holder”). Any such Beneficial Holder who has not received a Ballot in regard to its beneficial holding of Claims that are through a Nominee (a “Beneficial Holder Ballot”) should contact his, her, or its Nominee for further assistance and to obtain instructions regarding submitting their vote on the Plan.

A Beneficial Holder holding a Claim as a record holder in its own name should vote on the Plan by completing and signing a Beneficial Holder Ballot, along with an account statement, validating their position in the applicable security as of the Voting Record Date, and returning it directly to the Solicitation Agent on or before the Voting Deadline using the enclosed pre-addressed, postage-paid return envelope.

A Beneficial Holder holding a Claim through a Nominee may vote on the Plan by one of the following two methods (as selected by such Nominee):

Any Beneficial Holder Ballot returned to a Nominee by an Eligible Holder will not be counted for purposes of acceptance or rejection of the Plan until such Nominee properly completes and delivers to the Solicitation Agent a Master Ballot reflecting the vote of such Eligible Holder.

If a Beneficial Holder holds Claims through more than one Nominee or through multiple accounts, such Beneficial Holder may receive more than one Beneficial Holder Ballot and must vote consistently and execute a separate Beneficial Holder Ballot for each block of Claims that it holds through any Nominee and must return each such Beneficial Holder Ballot to the appropriate Nominee. Votes submitted by a Nominee will not be counted in excess of the amount of the applicable securities held by such Nominee on account of its Beneficial Holder clients as of the Voting Record Date.

PLEASE SUBMIT YOUR BALLOT PROMPTLY, SUCH THAT YOUR NOMINEE HAS SUFFICIENT TIME TO SUBMIT A MASTER BALLOT REFLECTING YOUR VOTE SO THAT IT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT BEFORE THE VOTING DEADLINE.

A Nominee that, on the Voting Record Date, is the record holder of Claims for one or more Eligible Holders can obtain the votes of the Eligible Holders of such Claims, consistent with customary practices for obtaining the votes of securities held in “street name,” in one of the following two ways:

EACH NOMINEE SHOULD ADVISE ITS BENEFICIAL HOLDERS TO RETURN THEIR BENEFICIAL HOLDER BALLOTS TO THE NOMINEE BY A DATE CALCULATED BY THE NOMINEE TO ALLOW IT TO PREPARE AND RETURN THE MASTER BALLOT TO THE SOLICITATION AGENT SO THAT IT IS RECEIVED BY THE SOLICITATION AGENT ON OR BEFORE THE VOTING DEADLINE.

The Bankruptcy Code defines “acceptance” of a plan by a class of (i) claims as acceptance by creditors in that class that hold at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the claims that cast ballots for acceptance or rejection of the Plan and (ii) interests as acceptance by interest holders in that class that hold at least two-thirds (2/3) in amount of the interests that cast ballots for acceptance or rejection of the plan.

All Ballots must be signed by the Eligible Holders, or by persons who have obtained a properly completed Ballot proxy from Eligible Holders by the Voting Record Date. Unless otherwise ordered by the Bankruptcy Court, Ballots that are signed, dated, and timely received, but on which a vote to accept or reject the Plan has not been indicated, will not be counted. The Debtors may request that the Solicitation Agent attempt to contact the Eligible Holders (or Nominees, if applicable) to cure any defects in the Ballots; however, neither the Debtors nor the Solicitation Agent are required to conduct outreach to cure defects associated with submitted Ballots. Any Ballot (other than Master Ballots) marked to both accept and reject the Plan or Ballots not marked to either accept or reject the Plan will not be counted. If you return more than one Ballot voting different Claims that are not voted in the same manner, and you do not correct such discrepancy before the Voting Deadline, your Ballots will not be counted.

The Ballots provided to Eligible Holders will reflect the principal amount of such Eligible Holder’s Claim; however, when tabulating votes, the Solicitation Agent may adjust the amount of such Eligible Holder’s Claim to reflect the full amount of the applicable Claim, including prepetition interest.

Under the Bankruptcy Code, for purposes of determining whether the requisite acceptances have been received, only the votes of Eligible Holders that actually cast a vote will be counted. The failure of an Eligible Holders to timely deliver a duly executed Ballot to the Solicitation Agent or its Nominee, as applicable, will constitute an abstention by such holder with respect to voting on the Plan.

A vote may be disregarded if the Bankruptcy Court determines, pursuant to section 1126(e) of the Bankruptcy Code, that it was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code.

Except as provided below, unless a Ballot or a Master Ballot, as applicable, is timely received by the Solicitation Agent before the Voting Deadline, together with any other documents required by such Ballot or Master Ballot, as applicable, the Debtors may, in their sole discretion, reject such Ballot or Master Ballot, as applicable, as invalid and decline to use it in connection with seeking confirmation of the Plan.

If a Beneficial Holder Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or another person acting in a fiduciary or representative capacity, such person should indicate such capacity when signing and, if requested, must submit proper evidence satisfactory to the Debtors of their authority to so act. Authorized signatories

should submit a separate Beneficial Holder Ballot for each Eligible Holder for whom they are voting.

UNLESS THE BALLOT OR THE MASTER BALLOT, AS APPLICABLE, IS RECEIVED BY THE SOLICITATION AGENT ON OR BEFORE THE VOTING DEADLINE, SUCH BALLOT WILL BE REJECTED AS INVALID AND WILL NOT BE COUNTED AS AN ACCEPTANCE OR REJECTION OF THE PLAN; PROVIDED, THAT THE DEBTORS RESERVE THE RIGHT, IN THEIR SOLE DISCRETION, TO ALLOW SUCH BALLOT TO BE COUNTED.

To the extent an Eligible Holder holds multiple Claims within a single Class, the Debtors may, in their discretion, instruct the Solicitation Agent to aggregate, to the extent possible, such holder’s Claims for purposes of counting votes.

The delivery of an accepting Ballot pursuant to one of the procedures set forth above will constitute the agreement of the corresponding creditor to accept: (i) all of the terms of, and conditions to, the Solicitation; and (ii) the terms of the Plan, including the injunction, releases, and exculpations set forth in Article IX of the Plan.

Any Eligible Holder that has previously timely submitted to the Solicitation Agent or its Nominee a properly completed and executed Ballot may revoke such Ballot and change their vote by submitting to the Solicitation Agent or its Nominee a subsequent, properly executed Ballot before the Voting Deadline (or, in the case of a Beneficial Holder Ballot, in sufficient time to allow the applicable Nominee to submit a Master Ballot to the Solicitation Agent before the Voting Deadline). If more than one timely, properly completed Ballot is received with respect to the same Claim, the Ballot that will be counted for purposes of determining the vote of the applicable Eligible Holder will be the Ballot last received before the Voting Deadline, as determined by the Solicitation Agent or the applicable Nominee in its sole discretion.

Unless otherwise directed by the Bankruptcy Court, all questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawals of Ballots and Master Ballots will be determined by the Solicitation Agent or the Debtors in their sole discretion, which determination will be final and binding. The Debtors reserve the right to reject any and all Ballots and Master Ballots submitted not in proper form, the acceptance of which would, in the opinion of the Debtors or their counsel be unlawful. The Debtors further reserve the right to waive any defects or irregularities or conditions of delivery as to any particular Ballot or Master Ballot. The Debtors’ determination with respect to the acceptability of any Ballot or Master Ballot, unless otherwise directed by the Bankruptcy Court, will be final and binding on all parties. Unless otherwise directed by the Bankruptcy Court, delivery of Ballots and Master Ballots will not be deemed to have been made until any irregularities have been cured or waived. Unless waived, any

defects or irregularities in connection with deliveries of Ballots and Master Ballots must be cured within such time as the Debtors (or the Bankruptcy Court) determine. Neither the Debtors nor any other person will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots and Master Ballots nor will any of them incur any liabilities for failure to provide such notification.

Any person or entity that is required to timely file a Proof of Claim in the form and manner specified by the Claims Bar Date Order and who failed to do so on or before the applicable Claims Bar Date shall not be treated as a creditor of the Debtors with respect to such Claim for the purposes of voting on the Plan.

If you have any questions or require further information about the voting procedures for voting your Claims or about the solicitation materials you received, or if you wish to obtain an additional copy of the Plan, the Disclosure Statement, or any exhibits to such documents, please contact the Solicitation Agent.

SECTION VIII.
Confirmation of the Plan

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court to hold a confirmation hearing upon appropriate notice to certain parties. Notice of the Confirmation Hearing will be provided to all known creditors and equity holders or their authorized representatives. The Confirmation Hearing may be adjourned from time to time without further notice except for the announcement of the continuation date made at the Confirmation Hearing, at any subsequent continued Confirmation Hearing, or notice filed on the docket for the Chapter 11 Cases.

Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to the confirmation of a chapter 11 plan. Any objection to confirmation of the Plan must (i) be in writing, (ii) conform to the Bankruptcy Rules and the Local Rules of the United States Bankruptcy Court for the Southern District of New York, (iii) set forth the name of the objector, the nature of the Claims or Interests asserted by the objector, and (iv) state with particularity the legal and factual basis for the objection. Objections must be filed with the Bankruptcy Court, together with proof of service, and must be served on the following parties so as to be received no later than 4:00 p.m. (prevailing Eastern time) on May 6, 2025:

Milbank LLP
2029 Century Park East, 33^rd Floor
Los Angeles, CA 90067
Attention: Gregory A. Bray, Esq.
Email: gbray@milbank.com

-and-

Milbank LLP
1850 K St. NW, Suite 1100
Washington, DC 2006
Attention: Andrew M. Leblanc, Esq.
Erin E. Dexter, Esq.
Email: aleblanc@milbank.com
edexter@milbank.com

cdamast@willkie.com

jburbage@willkie.com

An objection to confirmation of the Plan may not be considered by the Bankruptcy Court if it is not timely served and filed.

The Bankruptcy Court will confirm the Plan only if all of the applicable requirements of section 1129 of the Bankruptcy Code are met. Among the requirements for Confirmation are that the Plan is feasible and in the “best interests” of holders of Claims and Interests that have rejected the Plan.

Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of a plan is not likely to be followed by liquidation or the need for further financial reorganization. This requirement is often referred to as the “feasibility” requirement. The Debtors believe that the Plan satisfies this requirement.

For purposes of determining whether the Plan meets the feasibility requirement, the Debtors, in consultation with their financial advisors, have analyzed their ability to meet the obligations that they will incur or assume under the Plan. As part of that analysis, the Debtors have prepared consolidated projected financial results (the “Financial Projections”) for each fiscal year following the Effective Date through 2029. These Financial Projections, and the assumptions on which they are based, are attached to this Disclosure Statement as Exhibit D.

The Financial Projections have not been prepared or examined by independent accountants, but the Debtors believe that the assumptions underlying the Financial Projections are reasonable as of the time of preparation. Those assumptions that the Debtors consider to be significant are described in the Financial Projections. Many of the assumptions on which the Financial Projections are based are subject to significant uncertainties. Inevitably, some assumptions will not materialize, and unanticipated events and circumstances may affect actual financial results. Therefore, the actual results achieved throughout the period covered by the Financial Projections may vary materially from the projected results. All Eligible Holders, in consultation with their financial advisors, are urged to carefully examine the Financial Projections and all of the assumptions on which they are based in evaluating the feasibility of the Plan.

Section 1129(a)(7) of the Bankruptcy Code, known as the “best interests” test, requires the Debtors to show that each holder of an Impaired Claim or Interest that voted to reject the Plan, will receive, under the Plan, property with a value not less than the value such holder would have received if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date. Based on the liquidation analysis attached to this Disclosure Statement as Exhibit C (the “Liquidation Analysis”), the Debtors believe that all holders of Impaired Claims and Interests will receive, under the Plan, property with a value greater than or equal to the value that they would have received in a chapter 7 liquidation.

To estimate the potential recoveries in a chapter 7 liquidation, the Debtors estimated the amount of liquidation proceeds, net of liquidation costs, that might be available for distribution under chapter 7 of the Bankruptcy Code and the allocation of those proceeds among the Classes of Claims and Interests based on their relative priorities.

The net amount of value available in a liquidation to the holders of unsecured Claims would be reduced by, first, the Claims of secured creditors to the extent of the value of their respective collateral and, second, the administrative expenses and priority claims allowed in chapter 7. Those administrative expenses would include compensation of a chapter 7 trustee, as well as counsel and other professionals retained by the trustee, asset disposition expenses, applicable taxes, litigation costs, unpaid administrative expenses incurred by the Debtors and the Committee in the Chapter 11 Cases, and Claims arising from the Debtors’ operations during the Chapter 11 Cases. Liquidation would prompt the rejection of executory contracts and unexpired leases that would otherwise be assumed, thereby creating a significantly greater aggregate amount of unsecured Claims. The liquidation may also trigger certain priority Claims that would otherwise be payable in the ordinary course of business. Those priority Claims would have to be paid in full from the liquidation proceeds before any balance would be made available to pay unsecured Claims.

If the probable value available for distribution to unsecured creditors, net of all of the foregoing, is greater than the value of distributions to be received by the unsecured creditors under the Plan, the Plan is not in the best interests of creditors and cannot be confirmed by the Bankruptcy Court.

The Liquidation Analysis demonstrates that each holder of Impaired Claims and Interests will receive at least as much, if not more, under the Plan as it would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date. Therefore, the Debtors believe that the Plan satisfies the “best interests” test.

Under the Bankruptcy Code, an impaired class of claims accepts a chapter 11 plan if holders of (i) two-thirds (2/3) in amount and (ii) a majority in number of claims in the class vote to accept the plan. Claims of the holders that fail to vote are not counted in determining the thresholds for acceptance of the plan.

If any impaired class of claims or interests votes to reject a plan or is deemed to reject the plan, the Bankruptcy Code nevertheless allows the plan to be confirmed over that class’s rejection,

so long as the plan satisfies (i) each of the requirements of section 1129(a) other than the requirement for acceptance by each impaired class and (ii) certain additional requirements set forth in section 1129(b) discussed below. This power to confirm a plan over rejection of certain classes—often referred to as a “cram down”—assures that no single group of claims or interests can block a restructuring that otherwise meets the requirements of the Bankruptcy Code and is in the interests of the other constituents in the case.

Under section 1129(b) of the Bankruptcy Code, the Bankruptcy Court may confirm the Plan over actual or deemed rejection by an Impaired Class of Claims or Interests if the Plan (i) is accepted by at least one Impaired Class of Claims, (ii) “does not discriminate unfairly” any rejecting class, and (iii) is “fair and equitable” with respect to each rejecting class.

The “unfair discrimination” test applies to Classes of Claims or Interests that are of equal priority and legal character but are receiving different treatment under the Plan. The test does not require that the treatment be the same, but that the discrepancy in treatment be “fair.” Bankruptcy courts take into account a number of factors in determining whether a plan discriminates “unfairly.” This test applies only to Classes that reject or are deemed to reject the plan.

A chapter 11 plan is fair and equitable with respect to a dissenting class only if no class senior to such dissenting class receives more than it is entitled to on account of such senior claims or interests. The “fair and equitable” test imposes certain statutory requirements that depend on the type of claims or interests in the dissenting class.

To be fair and equitable with respect to a dissenting class of impaired secured claims, a chapter 11 plan must provide that each holder of claims in such class either (i) retains its liens on the property subject to such liens (or if sold, on the proceeds thereof) to the extent of the allowed amount of its secured claim and receives deferred cash payments having a value, as of consummation of the chapter 11 plan, of at least such allowed amount or (ii) receives the “indubitable equivalent” of its secured claim.

To be fair and equitable with respect to a dissenting class of impaired unsecured claims, a chapter 11 plan must provide that either (i) each holder of a claim in such class receives or retains property having a value, as of consummation of the chapter 11 plan, equal to the allowed amount of its unsecured claim or (ii) no holder of claims or interests that are junior to the claims in the dissenting class will receive or retain any property under the plan.

To be fair and equitable with respect to a dissenting class of impaired equity interests, a chapter 11 plan must provide that either (i) each holder of an interest in such class receives or retains property having a value, as of consummation of the chapter 11 plan, equal to the greater of (a) the allowed amount of any fixed liquidation preference or fixed redemption price of its interest and (b) the value of its interest or (ii) no holders of interests that are junior to the interests in the dissenting class will receive or retain any property under the plan.

The Debtors believe the Plan does not discriminate unfairly and satisfies the “fair and equitable” requirement with respect to each rejecting Class.

If all confirmation requirements (other than acceptance by each Impaired Class) are satisfied, the Debtors will ask the Bankruptcy Court to confirm the Plan under section 1129(b) of the Bankruptcy Code.

The release, injunction, and exculpation provisions contained in Article IX of the Plan are set forth above in Section VI.H of this Disclosure Statement. As discussed in detail in the Debtors’ Opening Brief in Support of the Releases and Exculpation Provisions of the Debtors’ Disclosure Statement and Chapter 11 Plan [Docket No. 1229] (the “Debtors’ Release Brief”), these provisions are integral and material components of the settlement and compromise reached among the Debtors, the Committee, and Abra embodied in the Plan. The Debtors believe that these provisions in the Plan are necessary and appropriate and meet the requisite legal standard promulgated by the Second Circuit.

The Plan provides for the release of claims against the Released Parties (as defined below) by: (i) the Debtors (the “Debtor Release”) and (ii) the Releasing Parties (as defined below), including certain holders of Claims or Interests (i.e., the Third-Party Release), as well as each of the foregoing’s Related Parties. Set forth below are the definitions of certain important terms that are used in the release provisions:

with respect to each of the foregoing Entities and Persons set forth in clause (i) through (vii), each of such Entities’ and Persons’ Affiliates and its and their respective Related Parties. Notwithstanding the foregoing, (i) any Entity or Person that opts out of the releases set forth in Article IX.E shall not be deemed a Released Party and (ii) any Entity or Person that would otherwise be a Released Party hereunder but is party to one or more Retained Causes of Action shall not be deemed a Released Party with respect to such Retained Causes of Action.

The Debtor Release under Article IX.D of the Plan provides that the Debtors, the Reorganized Debtors, and the Debtors’ Estates will release the Released Parties (which include the other Debtors and Reorganized Debtors; the Committee and its members; the other Consenting Stakeholders, comprised of Abra entities that signed the Plan Support Agreement; the DIP Noteholders, the Ad Hoc Group of Abra Noteholders and Elliott; and the agents and indenture trustees that serve in such capacities under the Debtors’ funded indebtedness) in exchange for good and valuable consideration and valuable compromises made by the Released Parties as described in more detail below. The Debtor Release is an integral part of the Plan, and the Debtors believe the Released Parties have made substantial contributions to these Chapter 11 Cases.

The Debtor Release applies to any and all claims and Causes of Action (as defined above) relating to the Debtors (including the management, ownership, or operation of the Debtors and their businesses), the purchase or sale of the Debtors’ securities or debt instruments, other contracts, any Claim or Interest dealt with in the Plan, these Chapter 11 Cases, and the negotiation, formulation, preparation, entry into, consummation, or dissemination of the DIP Facility, the Plan, the Disclosure Statement, and related documents. The Debtor Release does not release any claims arising from willful misconduct, intentional fraud, or gross negligence that are unknown today. The Debtor Release also does not release any post-Effective Date obligations or liabilities of any person or entity under the Plan, any assumed Executory Contract or Unexpired Lease, or agreement or document that is created, amended, ratified, entered into, or Reinstated pursuant to the Plan (including the New Debt Documents, the Incremental New Money Equity Documents, and the New Equity Documents).

The Debtor Release constitutes a sound exercise of the Debtors’ business judgment, is supported by the investigations of the Restructuring Committee and the Committee and is a necessary component of the Plan Support Agreement and the Plan. The Debtors believe that the proposed Debtor Release is reasonable and in the best interests of their estates in light of the complex issues in these Chapter 11 Cases and the benefit they will provide to the Debtors on a go-forward basis.

The Third-Party Release under Article IX.E of the Plan provides, in sum, that the Releasing Parties will release the Released Parties (which include the other Debtors and Reorganized Debtors; the Committee and its members; the other Consenting Stakeholders, comprised of Abra entities that signed the Plan Support Agreement; the DIP Noteholders, the Ad Hoc Group of Abra Noteholders and Elliott; and the agents and indenture trustees that serve in such capacities under the Debtors’ funded indebtedness) from any and all claims and Causes of Action (as defined above) relating to the Debtors (including the management, ownership, or operation of the Debtors and their businesses), the purchase or sale of the Debtors’ securities or debt instruments, other contracts, any Claim or Interest dealt with in the Plan, these Chapter 11 Cases, and the negotiation, formulation, preparation, entry into, consummation, or dissemination of the DIP Facility, the Plan, the Disclosure Statement, and related documents. The Third-Party Release does not release any claims arising from willful misconduct, intentional fraud, or gross negligence that are unknown today. The Third-Party Release also does not release any post-Effective Date obligations or liabilities of any person or entity under the Plan, any assumed Executory Contract or Unexpired Lease, or agreement or document that is created, amended, ratified, entered into, or Reinstated pursuant to the Plan (including the New Debt Documents, the Incremental New Money Equity Documents, and the New Equity Documents).

The Plan provides that the following holders (and their Related Parties) shall be deemed to be Releasing Parties under the Plan (and thus deemed to have granted the Third-Party Release):

For the avoidance of doubt, holders of Claims or Interests that are Impaired and deemed to reject the Plan and therefore not entitled to vote on the Plan will not be bound by the Third-Party Release in their capacities as holders of such Claims or Interests.

Your consent to the Third-Party Release will be deemed to have been granted absent submission of a properly completed Ballot or Release Opt-Out Form by the Voting Deadline.

The Debtors believe that the Debtor Release and the Third-Party Release are appropriate in light of the thorough investigation of claims conducted by two independent committees—the Debtors’ Restructuring Committee and the Committee. These investigations concluded that there were no claims or Causes of Action that are being released, taking into consideration the merits, defenses, and other factors, that would warrant pursuit or were likely to yield greater value for the Debtors’ estates than the recoveries contemplated in the Plan.

In addition, the Debtors believe the Released Parties have made substantial contributions to these Chapter 11 Cases that justify the Debtor Release and the Third-Party Release because, among other things, the releases are narrowly tailored to matters related to the Debtors and their business affairs prior to the Effective Date, including their restructuring efforts during these Chapter 11 Cases, and each of the Released Parties has afforded value to the Debtors and aided in the reorganization process, which facilitated the Debtors’ ability to propose and pursue confirmation of the Plan.

For example, the Committee and its members served as estate fiduciaries and represented the interests of all general unsecured creditors during these Chapter 11 Cases, successfully negotiated significant recoveries for those creditors as part of the settlement embodied in the Plan, and investigated the Debtors’ prepetition transactions, including potential claims against the other Released Parties, which ultimately led to that settlement. As discussed, Abra has agreed to, among other things, limit its recovery and equitize a significant portion of its secured Claim as part of the Plan settlement, resulting in the settlement providing meaningful distributions to general unsecured creditors. In addition, absent Abra’s agreement, the Debtors believe that they would likely be unable to raise sufficient capital to satisfy their secured prepetition funded debt obligations or otherwise have the liquidity to support, among other things, the required go-forward debt and lease obligations. Abra’s agreement to equitize a portion of the Allowed 2028 Notes Claims facilitates the ability of the Debtors to raise new capital, which will be used to satisfy the Debtors’ existing obligations and to provide fresh capital, absent which the Debtors may have no other option than to liquidate. The DIP Noteholders, including the Ad Hoc Group of Abra Noteholders and Elliott, provided the capital that was critical for the Debtors to continue operating

their businesses during these Chapter 11 Cases and have made valuable concessions throughout these cases, including agreeing to extend the DIP Facility maturity date without charging a fee and agreeing to extend the challenge period on several occasions to facilitate negotiations. In addition, the Ad Hoc Group of Abra Noteholders and Elliot in their capacities as Abra Noteholders agreed during the cases to release certain asserted liens against the Debtors’ assets that could have otherwise frustrated the Debtors’ attempts to raise new money capital and have agreed that they are not entitled to any distributions under the Plan. The Agents/Trustees representing the interests of diverse noteholders during these Chapter 11 Cases agreed to extend the challenge period on several occasions to facilitate the negotiation of the Plan settlement and will facilitate distributions to claimants holding Allowed Claims and perform all actions necessary to release any Liens securing those Claims.

Further, each of the Releasing Parties, including the Debtors, are releasing potential claims and Causes of Action against the other Debtors as part of the comprehensive settlement embodied in the Plan. For the same reasons that the Debtors and the Committee have determined to settle any potential claims and Causes of Action against Abra, they have determined that claims and Causes of Action by one Debtor against another Debtor relating to the same potential claims and Cause of Action and the costs of litigation associated therewith are not likely to yield greater recoveries for the Debtors’ estates and general unsecured creditors than the settlement embodied in the Plan. In addition, the settlement of potential claims and Causes of Action between Debtors facilitates the allocation of settlement value amongst the holders of General Unsecured Claims. Each of the Releasing Parties, including the Debtors, are releasing potential claims and Causes of Action against the Reorganized Debtors as the successors in interest to the Debtors and to avoid unnecessary and nuisance claims against the Reorganized Debtors for claims that have already been settled under the Plan. Releasing the Reorganized Debtors will reduce administrative costs that otherwise impact the value of the Reorganized Debtors and their future debt and equity holders—which are comprised of the Debtors’ current creditors.

Finally, the release of the Related Parties of each of the foregoing is justified because these parties will only be granting releases in their capacity as a party with a specified relationship to one of the Released Parties, and not in their individual capacities, in order to ensure that the releases for the Released Parties are not circumvented through the assertion of a claim against a technically but not substantively different party. The Released Parties act, and therefore provide the valuable consideration they provide, through their employees or agents (i.e., Related Parties). Thus, not only is the release of the Related Parties necessary to ensure parties that helped negotiate the various agreements reached with the Released Parties are not exposed to liability due to those positive efforts, but the above entities also required such release as a condition to agreeing to the terms of the Plan. Without releases for the Related Parties of the named Released Parties, Released Parties are exposed to an end-run on liability on account of their Related Parties who have otherwise been released for essentially the same causes of action. Absent releases of the Related Parties, the releases of the Released Parties may be rendered meaningless.

The Third-Party Release was negotiated in good faith in connection with the Plan Support Agreement, constitutes a sound exercise of the Debtors’ business judgment, and is an inextricable component of the Plan Support Agreement and the settlement embodied in the Plan. The Debtors believe that the proposed Third-Party Release is reasonable and in the best interests of their estates

in light of the complex issues in these Chapter 11 Cases and the benefit they will provide to the Debtors on a go-forward basis.

THE DEADLINE TO OPT OUT OF THE THIRD-PARTY RELEASE IS MAY 12, 2025 AT 4:00 P.M. (PREVAILING EASTERN TIME).

In addition to the releases, Article IX.F of the Plan provides for the exculpation of the Exculpated Parties, which includes (i) estate fiduciaries (the Debtors, Reorganized Debtors, the Committee and its members, and the General Unsecured Claim Observer), (ii) certain prepetition trustees and agents, (iii) the Ad Hoc Group of Abra Noteholders and Elliott, (iv) the DIP Agent and DIP Trustee, (v) Related Parties of the foregoing to the extent provided in section 1125(e) of the Bankruptcy Code, and (vi) each other Consenting Stakeholder under the Plan Support Agreement and their Related Parties to the extent provided in section 1125(e).^[21] The exculpation provision covers actions directly related to the Debtors’ restructuring and excludes claims arising from (i) post-Effective Date obligations or liabilities other than in connection with implementation of the Plan, and (ii) any acts or omissions conclusively determined to constitute willful misconduct, fraud, or gross negligence.

The exculpation provides necessary and customary protections to those parties in interest (whether estate fiduciaries or otherwise) whose efforts were and continue to be vital to these Chapter 11 Cases and formulating and implementing the Plan. Indeed, the exculpation provision represents an integral piece of the Plan and is the product of good-faith, arm’s-length negotiations and significant involvement in these Chapter 11 Cases by non-Debtor Exculpated Parties. These Chapter 11 Cases could not have progressed as quickly and as productively absent the significant contributions of the Exculpated Parties, whose efforts were, and continue to be, instrumental to the success of the Debtors’ efforts culminating in the Plan.

The Debtors submit that the exculpation provision is appropriate because the Exculpated Parties have participated in the Chapter 11 Cases in good faith, and such provision is necessary to protect them from collateral attacks related to good-faith acts or omissions in connection with these Chapter 11 Cases and the Plan. For instance, the Debtors acted as estate fiduciaries, successfully operated their business during the pendency of the Chapter 11 Cases, developed and negotiated restructuring transactions with their key stakeholders throughout their capital structure that preserve the value of the Debtors’ business, and were integrally involved in the negotiations that

culminated in the Plan. The Committee, as an estate fiduciary, and its members conducted an exhaustive investigation of prepetition transactions, negotiated for significant distributions to unsecured creditors through the Plan Support Agreement, and ensured fair treatment across different classes of unsecured claims. As described in more detail in Section VI.F.3 herein, the General Unsecured Claim Observer will work to ensure that General Unsecured Claims are not allowed in too high an amount in order to maximize value of all other holders of Allowed General Unsecured Claims. The holders of the DIP Facility Claims, the Ad Hoc Group of Abra Noteholders, and Elliott provided critical postpetition financing at the outset of these Chapter 11 Cases, agreed to extend the DIP Facility maturity date without charging a fee, and participated in negotiations around the extension of the Challenge Period on multiple occasions. In addition, the Ad Hoc Group of Abra Noteholders and Elliot have provided their support throughout these cases for the various restructuring transactions, including the Tax Settlement Agreement entered into by the Debtors during these Chapter 11 Cases, without which the Debtors might otherwise have been in breach of the DIP Facility. The DIP Agent and the DIP Trustee managed the administration of the DIP Facility, which provided the financing the Debtors needed to maintain operations during these Chapter 11 Cases. Similarly, the Abra Notes Agents, the 2024 Senior Exchangeable Notes Trustee, the 2025 Senor Notes Trustee, and the Perpetual Notes Trustee all represented the interests of diverse bondholders in a large and complex restructuring. Each of the Agents/Trustees and the Reorganized Debtors will be responsible for making distributions under the Plan and for the Plan’s implementation. Abra has actively supported the Plan and the Debtors’ broader restructuring, having negotiated in good faith with the Debtors and the Committee, agreeing to the settlement and compromise of its Claims contained in the Plan, including its agreement to equitize a significant portion of its prepetition secured Claims, facilitating the Debtors’ ability to raise capital, reorganize successfully, and provide meaningful distributions to holders of General Unsecured Claims.

Like the Plan’s release of Related Parties, the exculpation of the Related Parties of the foregoing is warranted to ensure that the exculpation is not undermined by the assertion of a claim against a technically distinct but not substantively different party and in particular, the parties who in most instances were responsible for the decisions, negotiations, and acts taken by the other Exculpated Parties. The exculpation will ensure that the parties through whom the Exculpated Parties act (i.e., the Related Parties) also receive the benefit of the exculpation as a result.

Article IX.G of the Plan provides for an injunction that applies to all holders of Claims and Interests and other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, affiliates, and Related Parties. The injunction enjoins these parties from acting to collect discharged debts, interfering with the implementation of the Plan, or taking similar actions.

The Plan’s injunction provision states that any person or entity that holds a Claim or an Interest that has been released, discharged, or that is subject to exculpation is permanently prohibited, after the Effective Date, from taking any actions to recover or collect any debt or property on account of such a Claim or an Interest. It further provides that by accepting distributions under the Plan, each holder of a Claim or an Interest extinguished, discharged, or

released shall be deemed to have consented to being bound by the Plan, including the injunctions set forth in Article IX.G.

The injunction provision set forth in Article IX.G of the Plan implements the Plan’s discharge, release, and exculpation provisions by permanently enjoining persons and entities from, among others, commencing or maintaining any action against the Debtors, the Reorganized Debtors, and the other Released Parties and Exculpated Parties on account of Claims or Interests that were discharged, released, exculpated, or settled under the Plan. The Plan’s injunction is necessary and narrowly tailed to effectuate and implement the Debtors’ discharge under the Bankruptcy Code and to preserve and enforce the Debtor Release, the Third-Party Release, and the Plan’s exculpation of the Exculpated Parties. In addition, the Debtors intend to provide each holder of a Claim or an Interest with a notice that contains, in bold font, the express language of the Debtor Release, the Third-Party Release, and the Plan’s exculpation and injunction provisions. As such, to the extent the Bankruptcy Court finds that the Plan’s release and exculpation provisions are appropriate, the Bankruptcy Court should approve the Plan’s injunction provision.

SECTION IX.
Risk Factors

Before voting to accept or reject the Plan, Eligible Holders should read and carefully consider the Plan and all of the information in this Disclosure Statement, including the risk factors set forth in this Section IX and all other information that this Disclosure Statement refers to or incorporates.

The risks described in this Section IX should not be regarded as the only risks associated with the Plan or its implementation. Additional risk factors identified in the Debtors’ public filings with the SEC may also be relevant and should be reviewed and considered in conjunction with this Disclosure Statement. New risks may emerge, and it is impossible to predict all such risks and uncertainties.

The Debtors cannot predict how much time will be required to implement the Plan.

Lengthy chapter 11 cases could disrupt the Debtors’ business, impair prospects for reorganization, and may result in other plans to be proposed.

The Debtors cannot predict how quickly they will be able to emerge from chapter 11 or how disruptive prolonged Chapter 11 Cases may be to their business. If the Debtors are unable to obtain confirmation of the Plan for any reason, the Debtors may be forced to operate in chapter 11 for an extended period while trying to develop a different chapter 11 plan that can be confirmed.

The Debtors cannot assure parties in interest that the Plan will be confirmed, and even after confirmation of the Plan, it is impossible to predict with certainty the amount of time that will be needed to implement the complex transactions that the Plan anticipates. Significant delay may result in the termination of the Plan Support Agreement or the DIP Facility due to missed milestones (including maturity dates and/or outside dates), other termination events, or other applicable events of default, to the extent that the Debtors are unable to obtain waivers or

amendments from the relevant consenting stakeholders or lenders. Moreover, the Bankruptcy Code limits the time during which the Debtors will have the exclusive right to file a plan before other parties in interest are permitted to file alternative plans.

Delayed chapter 11 cases may also result in additional expenses and divert the attention of management from the operation of the business, as well as create concerns for personnel, vendors, suppliers, service providers, and customers. Even if the Plan is confirmed, the Chapter 11 Cases have adversely affected the Debtors’ relationships with key customers and employees.

The Debtors may be unable to obtain confirmation of the Plan.

Although the Debtors believe that the Plan satisfies all requirements for confirmation (including the “cramdown” requirements), there can be no assurance that the Bankruptcy Court will reach the same conclusion. Modifications to the Plan may be required, and those modifications may be sufficiently material to require re-solicitation of votes on the Plan.

If the Plan is not confirmed, there can be no assurance that the Chapter 11 Cases will continue; the Chapter 11 Cases may instead be converted to liquidation cases under chapter 7 of the Bankruptcy Code. Likewise, there can be no assurance that any alternative chapter 11 plan or plans will be on terms as favorable to the holders of Claims and Interests as the terms of the Plan. If a liquidation or a protracted reorganization occurs, there is a substantial risk that the Debtors’ going concern value will be substantially eroded to the detriment of all stakeholders. See Section XIV.A of this Disclosure Statement, as well as the Liquidation Analysis attached as Exhibit C, for a discussion of the effects that a chapter 7 liquidation may have on recoveries.

The Effective Date may not occur.

As discussed in further detail in Section IX.B, the Debtors operate in a highly regulated industry. As a result, the Restructuring Transactions may be subject to a number of governmental and regulatory consents and approvals, which may not be obtained prior to the anticipated Effective Date. The Debtors expect that the transactions contemplated under the Plan may require review under the antitrust laws of certain jurisdictions. Although the Debtors believe that the Effective Date will occur soon after the Confirmation Date and that there is not a material risk that the Debtors will not be able to obtain the necessary governmental and regulatory consents and approvals (including antitrust approvals), there can be no assurance as to the occurrence or timing of the Effective Date.

The Effective Date is also subject to certain conditions precedent set forth in Article X of the Plan. Failure to meet any of these conditions could prevent the Effective Date from occurring.

If the Effective Date does not occur, the Plan will be null and void in all respects and the Confirmation Order may be vacated. In that case, no distributions will be made under the Plan, the Debtors and all holders of Claims and Interests will be restored to the status quo ante immediately prior to Confirmation, and the Debtors’ obligations with respect to Claims and Interests will remain unchanged.

The DIP Facility may be terminated.

If the Chapter 11 Cases take longer than expected to conclude, the Debtors may exhaust or lose access to the DIP Facility, which is currently set to mature on June 8, 2025, subject to one additional extension to July 29, 2025 upon the payment of an extension fee. Unless the Debtors receive necessary waivers, are eligible to (and elect to) extend the maturity date of the DIP Facility pursuant to its terms, or are able to refinance the DIP Facility, all Claims under the DIP Facility will become due and payable. If that were to occur, the Debtors also would lose access to the use of cash collateral and factoring. There is no assurance that the Debtors will be able to obtain additional financing from the Debtors’ existing lenders or other parties, nor is there any assurance that the Debtors will receive consent from their secured creditors to use their cash collateral or continue factoring in the event that the DIP Facility matures. The liquidity necessary for the orderly functioning of the Debtors’ business may be materially impaired.

Parties in interest may object to the Plan.

Parties in interest could object to either the entirety of the Plan or specific provisions of the Plan. Although the Debtors believe that the Plan complies with all relevant Bankruptcy Code provisions, there can be no guarantee that a party in interest will not file an objection to the Plan or that the Bankruptcy Court will not sustain such an objection.

The Debtors’ ability to confirm, consummate, or enforce the Plan outside of the United States may be challenged.

The Debtors operate largely outside the United States, with most of their assets, directors and officers located outside the United States. The Debtors may be unable to obtain prompt and effective enforcement of the Bankruptcy Court’s orders in the relevant jurisdictions outside the United States, including, but not limited to, Brazil, Argentina, Bolivia, the Dominican Republic, Paraguay, Suriname, and Uruguay.

The Reorganized Debtors may seek to obtain recognition or enforcement of the Plan and the Confirmation Order in jurisdictions outside the United States, including jurisdictions where the Debtors and/or the Reorganized Debtors are organized or conduct operations. Failure to obtain prompt and effective recognition and enforcement could prevent the Reorganized Debtors from implementing the Plan. If the Plan is not given effect outside the United States, the Chapter 11 Cases may be converted into liquidation cases under chapter 7 of the Bankruptcy Code, or the Reorganized Debtors may be otherwise forced to liquidate, dissolve, or attempt reorganization under non-U.S. laws. If the Debtors or Reorganized Debtors fail to obtain recognition and enforcement of the Plan in jurisdictions outside the United States, there is a substantial risk that the Debtors’ going concern value will be substantially eroded to the detriment of all stakeholders.

Although the Debtors believe that sufficient legal grounds exist to give effect to the Plan, the Confirmation Order, and the Restructuring Transactions in the non-U.S. jurisdictions in which the Debtors operate, a third party may nonetheless attempt to take action in a foreign jurisdiction to delay or frustrate confirmation or implementation of the Plan, consummation of the Restructuring Transactions, and/or the compromise of their Claims, which could result in the delay

or frustration of the confirmation or implementation of the Plan, consummation of the Restructuring Transactions, or otherwise have an adverse effect on the Reorganized Debtors.

The Debtors’ ability to take corporate actions may be subject to applicable non-U.S. law.

To the extent the Reorganized Debtors are required to release liens, grant liens, and/or perfect liens and take other corporate action under the Plan, such actions may be subject to, and required to be performed in accordance, any applicable non-U.S. law. Any corporate action approved under the Plan may, nevertheless, be subject to, and the Debtors, Reorganized Debtors, or applicable third parties may be required to take further actions, including obtaining relevant consents under, applicable non-U.S. law, which may not ultimately be obtained.

Releases, injunctions, and exculpations contained in the Plan may not be approved.

Article IX of the Plan provides for certain releases, injunctions, and exculpations. The releases, injunctions, and exculpations provided in the Plan may be objected to by parties in interest and may not be approved by the Bankruptcy Court. If the releases and exculpations are not approved, certain Released Parties or Exculpated Parties may withdraw their support for the Plan, and the Plan may not be confirmed.

The releases provided to the Released Parties and the exculpation provided to the Exculpated Parties are necessary to the success of the Debtors’ reorganization because the Released Parties and Exculpated Parties have made significant contributions to the Debtors’ reorganization efforts and have agreed to make further contributions to the implementation of the transactions contemplated by the Plan, but only if they receive the full benefit of the Plan’s release and exculpation provisions. As a result, the releases and exculpation are an inextricable component of the Plan Support Agreement and the settlement embodied in the Plan.

The Disputed Claims Reserve may have insufficient shares to satisfy all unliquidated Disputed Claims in full if such Claims are ultimately Allowed.

In the event that the Debtors (i) underestimate the value of Disputed Claims such that the assets of the Disputed Claims Reserve are insufficient to satisfy all the Disputed General Unsecured Claims that have become Allowed and (ii) are unable to have additional shares of New Equity issued to ensure holders of Allowed General Unsecured Claims receive their Pro Rata share of New Equity on the terms set forth in the Plan, holders of Allowed Claims that would otherwise be entitled to such shares may not receive the full value of their recovery.

The airline industry is highly competitive.

The airline industry is highly competitive, including in the markets in which the Debtors operate. The Company has already faced, and may in the future face, increased competition from existing and new participants in the markets in which it operates, including full-service and low-cost carriers. The air transportation sector is highly sensitive to price discounting and the use of aggressive pricing policies. Other factors, such as flight frequency, schedule availability, brand recognition, and quality of offered services (such as loyalty programs, VIP airport lounges,

in-flight entertainment, and other amenities) also have a significant impact on market competitiveness. Further, the Brazilian government and regulators could prefer new or existing market participants when granting slots in Brazilian airports in order to promote competition. Thus, there can be no assurance that the Reorganized Debtors will be able to preserve their current market positions.

Fuel prices are volatile.

Aviation fuel is one of the most significant expenses for an airline. Its price is directly influenced by the price of crude oil, which, in turn, is influenced by a wide variety of macroeconomic and geopolitical events beyond the control of the Reorganized Debtors. In particular, hostilities in Eastern Europe and the Middle East could disrupt the supply of crude oil and lead to increased fuel costs.

If the future price of aviation fuel is higher than the prices assumed in the Financial Projections, the financial performance of the Reorganized Debtors could be materially and adversely impacted.

Fluctuations in foreign currency exchange rates may affect the Debtors’ operations.

In the regular course of its operations, the Debtors: (i) are required to maintain U.S. dollar denominated deposits and maintenance reserve deposits under the terms of some of their aircraft operating leases, (ii) incur additional U.S. dollar denominated leases or financial obligations and U.S. dollar denominated indebtedness, (iii) are subject to fuel cost increases linked to the U.S. dollar, and (iv) have recurring sales, investments, and capital expenditures in U.S. dollars, mainly as a result of international routes in South and North America. As such, fluctuations in foreign currency exchange rates between the Brazilian real and the U.S. dollar may significantly and adversely affect the Debtors’ operations.

The Debtors’ business is subject to international regulations.

The airline industry is highly regulated, and the imposition of new or modified regulations can have a significant impact on the Reorganized Debtors. For example, governmental agencies may enact new regulations relating to environmental, safety, security, scheduling, or other industry-related matters. Such new or modified regulations could have a material adverse effect on the Reorganized Debtors’ financial condition and operational results by increasing operating expenses or restricting the Reorganized Debtors’ operations.

The airline industry is particularly sensitive to changes in macroeconomic conditions.

The airline industry in general, and in Brazil in particular, is sensitive to changes in macroeconomic conditions. Unfavorable macroeconomic conditions, a significant decline in demand for air travel, or instability of the credit and capital markets could negatively impact the Reorganized Debtors’ costs, operating results, and financial condition. The Debtors cannot predict macroeconomic developments or their impact on the Reorganized Debtors’ business.

Technical and operational problems in the Brazilian civil aviation infrastructure, including air traffic control systems, airspace, and airport infrastructure, may adversely affect the Debtors.

The Debtors depend on improvements in the coordination and development of Brazilian and other Latin American airspace control and airport infrastructure, which continue to require substantial improvements and government investments.

If the measures taken and investments made by the Brazilian government and regulatory authorities do not prove sufficient or effective, air traffic control, airspace management, and sector coordination difficulties might reoccur or worsen, which may adversely affect the Reorganized Debtors.

Aviation taxes and fees may be increased.

The airline industry is subject to extensive fees and costs, including taxes (such as ticket tax, passenger tax, and value added taxes), aviation and license fees, and various charges and surcharges (such as take-off charges, emission charges, noise charges, terminal navigation charges, and security charges), which are typically levied on the basis of national legislation and thus vary among countries. These taxes and fees represent a significant part of the Debtors’ operational costs. The Debtors may not be able to reduce the impact of such fees and costs on their financial results by passing them on to passengers. Consequently, the fees and costs could have a significant impact on the Reorganized Debtors’ cash flows, financial condition, and results of operations.

Certain contracts may be subject to change of control provisions.

The Debtors are party to certain contracts that may include change of control provisions. Although such provisions are unenforceable under section 365 of the Bankruptcy Code, in some instances, the Debtors may need to obtain waivers of these provisions from their non-U.S. counterparties so as not to be in default, as non-U.S. counterparties may not abide by U.S. law. However, the receipt of such waivers is not a condition precedent to either confirmation of the Plan or to the Effective Date. If the Debtors or Reorganized Debtors are unable to obtain such waivers where necessary, the consequences could have an adverse effect on the Reorganized Debtors’ operations.

The Debtors are subject to competitive price discounting.

The airline industry is highly competitive and susceptible to price discounting, particularly in the international markets. Despite the improved financial condition of the Reorganized Debtors as a result of the proposed reorganization, the Reorganized Debtors may have difficulty withstanding a prolonged industry recession, fare war, or other unforeseen circumstances or crisis, which may adversely and materially affect their operations and financial performance.

The airline industry experiences seasonal demand fluctuations.

The airline industry tends to be seasonal in nature, and the Company, like other airlines, has historically experienced substantial seasonal fluctuations in demand, earnings, and cash flow. The seasonality effects tend to be larger for leisure travel than business travel. Because a substantial share of the Debtors’ costs are fixed, earnings are disproportionately impacted by the

fluctuations in revenue levels. There is a risk that measures undertaken to meet seasonal fluctuations in customer demand are not successful or sufficient.

The Debtors currently rely on one manufacturer for their aircraft, and any negative developments relating to Boeing 737 MAX aircraft could materially and adversely affect the Debtors.

One of the key elements of the Debtors’ business strategy is to reduce costs by operating a standardized aircraft fleet. The Debtors derive benefits from a fleet comprised of a standardized type of aircraft while still having the flexibility to match the capacity and range of the aircraft to the demands of each route.

After extensive research and analysis, the Debtors have selected the 737 aircraft manufactured by Boeing, which the Debtors are now, on an accelerated basis, replacing with Boeing 737 MAX aircraft. Operation of the Boeing 737 MAX aircraft are crucial to the Debtors’ strategy and fleet modernization initiatives. There is no assurance that any replacement aircraft would have the same operating advantages. In addition, replacement aircraft may require additional training of pilots and crew, as well as maintenance staff, which could materially affect operations and require the Reorganized Debtors to make significant unexpected expenditures. The Reorganized Debtors’ operations could also be disrupted by the failure or inability of Boeing to provide sufficient parts or related support services on a timely basis.

Following two accidents involving Boeing 737 MAX aircraft, regulators grounded such aircraft in March 2019, and the Company resumed operations of the 737 MAX in November 2020. As the Debtors’ operations have been designed around the single fleet model, if there is any future grounding of the MAX aircraft or if there are additional delays in delivery of ordered aircraft, the Reorganized Debtors may face increased maintenance costs, experience operational disruptions and decreases in customer ratings, be unable to realize expected fuel cost efficiencies, incur increased aircraft lease costs, and risk facing a shortage of available aircraft, which may limit the Reorganized Debtors’ growth plans and the execution of their long-term strategy.

In early 2024, several incidents involving Boeing aircraft occurred globally. Additionally, in the fall of 2024, more than 33,000 machinists at Boeing went on strike, halting the production of Boeing 737, 777, and 767 aircraft for almost two months. This led to additional delays in the delivery of Boeing aircraft. The Debtors’ reliance on a single supplier for aircraft means that any one of these developments or similar events relating to Boeing 737 MAX aircraft would materially and adversely affect the Reorganized Debtors.

Changes in the Brazilian and global airline industry framework may adversely affect the Debtors.

As a result of the competitive environment, there may be further changes in the Brazilian and global airline industry, whether by means of acquisitions, joint ventures, partnerships, or strategic alliances. The Debtors cannot predict the effects of further consolidation on the industry. Consolidation in the airline industry and changes in international alliances will continue to affect the competitive landscape in the industry and may result in the formation of airlines and alliances

with greater financial resources, more extensive global networks, and lower cost structures than the Debtors can obtain.

The Debtors rely on complex systems and technology, and any operational or security inadequacy or interruption could materially and adversely affect the Debtors.

In the ordinary course of the Debtors’ business, their systems and technology require ongoing modification and refinements, which can be expensive to implement and may divert management’s attention from other matters. In addition, the Debtors operations could be adversely affected, or the Debtors could face regulatory penalties, if they were unable to timely or effectively modify their systems as necessary.

The Debtors have occasionally experienced system interruptions and delays that make their websites and services unavailable or slow to respond, which could prevent them from efficiently processing customer transactions or providing services. This could reduce the Debtors’ net revenue and the attractiveness of their services. The Debtors’ computer and communications systems and operations could be damaged or interrupted by catastrophic events such as fires, floods, earthquakes, power loss, computer and telecommunications failures, acts of war or terrorism, computer viruses, cybersecurity breaches, and similar events or disruptions. Any of these events could cause system interruptions, delays, and loss of critical data, and could prevent the Debtors from processing customer transactions or providing services, which could make the Debtors’ business and services less attractive and subject them to liability. Any of these events could damage the Debtors’ reputation and be expensive to remedy. There can be no assurance that the Debtors will not face issues deriving from their passenger service system or other technology.

Unauthorized access to or release or violation of the Debtors’ or their business partners’ systems and data could materially and adversely affect the Debtors.

The Debtors are subject to a broad range of cyber threats, including attacks, with varying levels of sophistication. These cyber threats are related to the confidentiality, availability, and integrity of the Debtors’ systems and data, including their customers’ and business partners’ confidential, classified, or personal information. In addition, because the Debtors have access to certain information technology systems of certain of their business partners, their systems may be subject to attacks aimed at accessing, tampering with, or exposing their business partners’ systems and data.

In addition, certain of the Debtors’ business partners, including their suppliers, have broad access to certain of the Debtors’ confidential and strategic information. Many of these business partners face similar security threats, and any attacks on their systems could result in unauthorized access to the Debtors’ systems or data. Any unauthorized access to, release, or violation of the Debtors’ systems and data, whether directly or through cyberattacks or similar breaches affecting their business partners, could materially and adversely affect the Debtors, including subjecting them to regulatory scrutiny and fines.

The Debtors rely on maintaining a high daily aircraft utilization rate to increase revenues and reduce costs.

One of the key elements of the Debtors’ business strategy and an important element of the low-cost carrier business model is to maintain a high daily aircraft utilization rate, which generally allows the Debtors to generate more revenue from their aircraft and dilute fixed costs. High daily aircraft utilization is achieved in part by operating with quick turnaround times at airports so that the Debtors can fly more hours on average in a day. The Debtors’ rate of aircraft utilization could be adversely affected by a number of different factors that are beyond the Debtors’ control, including, among others, air traffic and airport congestion, adverse weather conditions, including as a result of climate change, and delays by third-party service providers relating to matters such as fueling and ground handling.

The Debtors may be adversely affected by events out of their control, including accidents.

Accidents or incidents involving the Reorganized Debtors’ aircraft could result in significant claims by injured passengers and others, as well as significant costs related to the repair or replacement of damaged aircraft and temporary or permanent loss from service. The Debtors are required by Brazilian regulatory authorities and their aircraft lessors under operating lease agreements to carry liability insurance. Although the Debtors believe they maintain liability insurance in amounts and of the type generally consistent with industry practice, the amount of such coverage may not be adequate, and the Reorganized Debtors may be forced to bear substantial losses in the event of an accident. Substantial claims resulting from an accident in excess of the Reorganized Debtors’ related insurance coverage would harm the Reorganized Debtors. Any accidents or incidents involving the Debtors’ or any other Boeing 737 Next Generation or Boeing 737-8 MAX aircraft or the aircraft of any major airline have and may again cause negative public perceptions about the Reorganized Debtors, and, consequently, adversely affect the Reorganized Debtors’ business.

The Debtors may be subject to labor disputes.

The Debtors have various collective bargaining agreements with their employees. There can be no assurance that major disputes, including disputes with any collective bargaining representatives of the Reorganized Debtors’ employees, will not arise in the future. Those disputes and the costs associated with their resolution could adversely affect the Reorganized Debtors’ operations and financial performance.

The Debtors’ business could suffer from the loss of key personnel.

The Debtors are dependent on the continued services of their senior management team and other key personnel. The loss of key personnel could have a material adverse effect on the Reorganized Debtors’ business, financial condition, and results of operations. The Debtors may be unable to retain and motivate key executives and employees through the process of reorganization, and the Reorganized Debtors may have difficulty attracting new employees. In addition, so long as the Chapter 11 Cases continue, senior management will be required to spend

a significant amount of time and effort dealing with the reorganization instead of focusing exclusively on business operations.

Pursuit of litigation by parties in interest could disrupt the confirmation of the Plan and could have material adverse effects on the Debtors’ business and financial condition.

The pursuit of litigation in connection with objections to this Disclosure Statement or the Plan, including the effectiveness and effect of the steps required for the implementation of the Plan, could delay and disrupt confirmation of the Plan and the Debtors’ emergence from bankruptcy.

In addition, there can be no assurance that parties in interest will not pursue litigation strategies to enforce Claims against the Debtors in non-U.S. jurisdictions that may be less likely to recognize orders of the Bankruptcy Court. Litigation is by its nature uncertain and there can be no assurance of the ultimate resolution of the litigated Claims.

Any litigation may be expensive, lengthy, and disruptive to the Debtors’ or Reorganized Debtors’ normal business operations and the Plan confirmation process, and a resolution of any litigation that is unfavorable to the Debtors could have a material adverse effect on the Plan confirmation process, emergence from bankruptcy, or on the Debtors’ or Reorganized Debtors’ business, results of operations, financial condition, liquidity, and cash flow.

The Debtors are reliant upon suppliers and other third parties.

As is increasingly standard for the airline industry, the Debtors are dependent upon the services of suppliers and other third parties, such as aircraft manufacturers, airport operators, information technology service providers, maintenance support providers, ground services, aircraft leasing companies, and distributors, including travel agencies. Some of the Debtors key suppliers operate in a concentrated market, which makes finding equivalent suppliers on short notice and on commercially reasonable terms challenging.

A significant interruption, whether temporary or permanent, in the provision of any such services, an inability to renew or renegotiate contracts with third-party providers on commercially reasonable terms, or action by regulatory bodies having jurisdiction over suppliers would have an adverse impact on the or Reorganized Debtors’ business, financial condition, and results of operations.

Adverse publicity in connection with the Chapter 11 Cases or otherwise could negatively affect the Debtors’ business.

Adverse publicity or news coverage relating to the Debtors, including but not limited to publicity or news coverage in connection with the Chapter 11 Cases, may negatively affect the Debtors’ business during the Chapter 11 Cases and the Reorganized Debtors’ efforts to establish and promote name recognition and a positive image after the Effective Date.

Any damage to the Debtors’ brand name and reputation would negatively affect the Debtors’ business.

The Debtors’ brand name and reputation have significant commercial value, and the Debtors rely on positive brand recognition as part of their overall business model. Any damage to the Debtors’ brand name or reputation likely would have a negative impact on the Reorganized Debtors’ ability to market their services and retain customers and employees. Events that risk bringing damage to the Debtors’ brand or reputation include noncompliance with laws and regulations, internal rules and policies, labor unrest, aircraft accidents, legal proceedings and investigations, unsatisfied customers, poor working conditions, significant operational disruptions and interruptions, and a failure to achieve communicated sustainability targets, satisfy evolving customer expectations, and comply with emission regulations.

Risks related to credit card fraud, cyber-crimes, and hold-backs could adversely affect the Debtors’ business.

A large portion of the Debtors’ ticket sales are purchased on the Debtors’ own website through credit card payments, thereby presenting risks related to credit card fraud and other cyber-crimes. If credit card details and other personal data pertaining to the Debtors’ customers were hacked in connection with such ticket sales, there would be a risk that such a breach may harm customer confidence in the Debtors and result in potential liabilities owed to credit card companies. Furthermore, there is a risk that payments of the Debtors’ tickets are made with credit cards acquired through fraud or crime, presenting a risk that the Debtors may need to refund such payments to the cardholder or credit card company. The degree to which risks relating to credit fraud and other crimes may affect the Debtors is uncertain and presents a significant risk to the Debtors’ reputation and business.

Under the contractual agreements in place between the Debtors and applicable credit card companies, the credit card companies may decide to forward a portion of the payment to the Debtors upon booking and the remaining part at a later time. Accordingly, there is a risk that credit card companies may hold-back payments to the Debtors or Reorganized Debtors, as applicable, and subsequently increase any such hold-back, thereby negatively affecting the Debtors’ or Reorganized Debtors, as applicable, cash flow.