Management Committees

In accordance with the Brazilian Corporations Law,the Fiscal Council is an independent body, separate from the Company’s management and independent auditors. The Fiscal Council may operate either on a permanent or non-permanent basis. In the latter case, it functions during a specific fiscal year as determined by the shareholders. The primary responsibility of the Fiscal Council is to oversee the activities of the management, examine the Company’s financial statements, and report its findings to the shareholders, with the aim of protecting shareholder equity and profitability.

Under the Brazilian Corporations Law, the Fiscal Council may not include members who are: (i) members of the Company’s Board of Directors, (ii) members of the Company’s Executive Board, (iii) employees of the Company or of any entity controlled by the controlling shareholder, or (iv) spouses or relatives up to the third degree of any member of the Company’s management. The Company’s by-laws provide for a non-permanent Fiscal Council, which may be elected exclusively upon request by the shareholders at the appropriate General Meeting. Currently, a Fiscal Council is in place.

The Company’s Fiscal Council is composed of three (3) regular members and their respective alternates, elected at the Annual General Meeting for a one (1) year term, with the possibility of re-election. The current regular members of the Fiscal Council are Renato Chiodaro, Marcelo Amaral Moraes, and Letícia Pedercini Issa. The alternate members are Ana Carolina Salles Leite Viseu, Ricardo Henrique Baras, and Rogério Alves Rodrigues.

The Statutory Audit Committee (“CAE”), in compliance with the provisions of CVM Instruction No. 308/99, is a permanent advisory body directly linked to the Board of Directors. It provides assistance to the Board of Directors on matters related to accounting, internal controls, and financial reporting. Accordingly, the CAE has the autonomy to recommend the appointment of independent auditors to the Board of Directors, as well as to evaluate and review the compensation and activities of the independent auditors. The purpose of the CAE is to ensure that accounting and financial processes comply with applicable standards and to guarantee adherence to legal and regulatory requirements.

The Company’s CAE is composed of three (3) members, all of whom are independent members of the Board of Directors, elected by the Board of Directors for a one (1) year term, with the possibility of re-election. The current members of the Audit Committee are Antonio Kandir, Marcela de Paiva Bonfim Teixeira, and Philipp Michael Schiemer. All members meet the requirements to serve as members of the SEC Audit Committee.

The Corporate Governance and People Committee (“CGCP”) is a support body to the Company’s Board of Directors, responsible for coordinating, implementing, and periodically reviewing best practices in corporate governance. The committee is tasked with monitoring developments in applicable legislation and market recommendations, keeping the Board informed of relevant governance-related matters. In the area of people management, the CGCP is responsible for reviewing and recommending human resources policies to the Board, including compensation structures for employees, such as salaries, bonuses, and other incentives. It also analyzes and proposes strategies, career development plans, and succession plans for the Company’s management.

The CGCP may be composed of up to six (6) members, including the Chairman of the Board of Directors and two (2) board members. At the discretion of the Board of Directors, external experts may also be appointed to the committee. All members are elected by the Board of Directors for a one (1) year term, with the possibility of re-election. Currently, the CGCP is composed of Constantino de Oliveira Junior, Adrian Neuhauser, and Philipp Michael Schiemer.

The Safety Committee (“CS”) is a non-permanent advisory body to the Board of Directors, with the objective of ensuring compliance, management, and oversight of Operational Safety and Occupational Safety matters related to the Company’s regular air transport activities and those of its subsidiaries. The committee aims to continuously improve the performance of civil aviation safety in the regions where the Company operates.

The CS is composed of a minimum of three (3) members, with at least one member required to have relevant experience in Operational Safety and Occupational Safety management. Members are elected by the Board of Directors for a one (1) year term, with the possibility of re-election. Currently, the CS is composed of Celso Guimarães Ferrer Junior, Constantino de Oliveira Junior, Ricardo Constantino, and Sérgio Quito.