AVIANCA S A : Corporate Governance Committee Charter ()

Avianca Holdings S.A.

Review Date

CORPORATE GOVERNANCE16-DIC.-2020

COMMITTEE CHARTER

Rev.: 01

AVIANCA HOLDINGS S.A.

CORPORATE GOVERNANCE COMMITTEE

CHARTER

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44810.00033

Avianca Holdings S.A.

Review Date

CORPORATE GOVERNANCE16-DIC.-2020

COMMITTEE CHARTER

Rev.: 01

REVISION LOG

Revision #	Date		Section	Amendments
New Document	December 16, 2020	All		N/A

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44810.00033

Avianca Holdings S.A.

Review Date

CORPORATE GOVERNANCE16-DIC.-2020

COMMITTEE CHARTER

Rev.: 01

CONTENT

1. PURPOSE AND SCOPE
2. RESPONSIBILITY
3. AUTHORITY
4. CONTENT
5. 1. COMPOSITION AND MEETINGS
   2. RESPONSABILITIES AND DUTIES
   3. PREVALENCE

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44810.00033

Avianca Holdings S.A.

Review Date

CORPORATE GOVERNANCE16-DIC.-2020

COMMITTEE CHARTER

Rev.: 01

1. PURPOSE AND SCOPE

The Corporate Governance Committee Charter (the "Charter") sets forth the main guidelines for the operation and functioning of the Corporate Governance Committee (the "Committee") of Avianca Holdings S.A. (the "Company") and its subsidiaries (collectively "the Organization"), for the main purpose of assisting the Board of Directors of the Company (the "Board") in: (i) reviewing and recommending a set of corporate governance principles applicable to the Organization; (ii) overseeing an annual evaluation of the Board; (iii) recommending directors for membership on Board committees; (iv) developing and overseeing the Company's orientation and continuing education processes for members of the Board and; (v) verifying, proposing, supervising and ensuring the compliance with best corporate governance practices by the Organization (vi) monitoring, evaluation and reporting on the sustainable policies and practices, including environmental and social matters, If a director believes that a significant issue relating to corporate governance exists within the Organization, that director should promptly bring such issue directly to the attention of the Committee. Absent unusual circumstances, discussion with the Committee should occur prior to raising the matter with other directors or members of management.

This Charter is part of the Company´s Corporate Governance practices and will be available on the Company's website.

2. RESPONSIBILITY

The Committee is responsible for reviewing and implementing this Charter.

3. AUTHORITY

This Charter is subject to amendment or modification by the Company from time-to-time. Any changes must be approved by the Board and communicated in writing.

4. CONTENT

4.1 COMPOSITION AND MEETINGS

The Committee shall be comprised of three or more Directors of the Board, a majority of which shall satisfy the independence requirements under applicable laws, including the rules and regulations promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as well as the listing standards stated in United States Securities and Exchange Commission ("SEC"). Members of the Committee shall be appointed by the Board annually to serve until their successors are elected, and the Board may remove members of the Committee, with or without cause.

The Committee shall hold regularly scheduled meetings and such special meetings, as circumstances dictate. Meetings of the Committee may be held: (i) in person (ii) by means of telephone conference or other means that allow all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed as 'in- person' attendance to such meeting, (iii) by written vote, or (iv) as otherwise permitted by law. The Board shall designate one member of the Committee to serve as Chairman of the Committee (the "Chair"). If the Chair is not designated by the Board, the members of the Committee may designate the Chair by majority vote. The Chair will preside, when present, all meetings of the Committee. The Committee shall designate a Secretary who may be an employee of the Company. The Secretary will write up the meeting minutes and will keep up the corresponding minutes' ledger.

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44810.00033

Avianca Holdings S.A.

Review Date

CORPORATE GOVERNANCE16-DIC.-2020

COMMITTEE CHARTER

Rev.: 01

Any member of the Committee or the Secretary may call a meeting of the Committee upon delivery of notice to each other member of the Committee with no less than five (5) business days' prior notice, or, in case of special emergency meetings, with no less than one (1) business day's prior notice (provided that participation in any meeting shall be deemed to constitute waiver of any deficiency in such notice).

A majority of members appointed to the Committee shall constitute a quorum. Action may be taken by the Committee upon the affirmative vote of a majority of members of the Committee that are present at any meeting at which a quorum is met. Action may be taken by the Committee without a meeting if the Committee members, by majority vote. indicate their approval thereof in writing. Minutes of each meeting shall be prepared by the Secretary under the supervision of the chair of the Committee and circulated to Committee members for review and approval, and subsequently filed in the Company's records.

The Company will provide appropriate funding, as determined by the Committee, for compensation to any advisors that the Committee chooses to engage, and for payment of ordinary administrative expenses of the Committee that are deemed necessary or appropriate in carrying out its duties. If invited to attend by the Chair, any Board member or officer of the Company may participate at the Committee with the right to speak but not to vote on any matters.

4.2 RESPONSIBILITIES AND DUTIES

The following duties shall be the recurring activities of the Committee in carrying out its responsibilities. These duties are set forth as a guide and may be amended from time to time as appropriate under the circumstances.

1. Review and evaluate skills, knowledge and experience of Board members, analyzing incompatibilities and disqualifications of legal nature and how such Board members may satisfy the needs of the Board.
2. Propose and review the profiles and other criteria that must be met for the composition of the Board, as well as the evaluation of the aptitude of each of the shareholders' nominees for Board positions, including analyzing incompatibilities and legal disqualifications and how each such nominee may satisfy the needs of the Board.
3. Recommend to the Board qualified individuals to serve on the Board.
4. Recommend to the Board qualified individuals to serve as Committee members on the various Board committees.
5. Evaluate the need for, and if necessary, create a plan for the continuing education of Board members.
6. Recommend criteria for assessment of the performance of the Board as a whole, for each Board committee, and for individual Board members. The Committee shall annually review and evaluate the performance and operations of the Board.
7. Ensure that shareholders and the market have access to the material information of the Company in a complete and timely manner.
8. Review and evaluate the manner in which the Board complies with its duties.
9. Supervise that the requirements and procedures for the election of Board members and board members at the Company's subsidiaries are met.
10. Coordinate the onboarding process of new Board members and promote their training and updating on issues related to the Board duties.
11. Review that the Organization's corporate governance practices, business and administrative conduct and behavior, are in compliance with the provisions of the Company's Corporate Governance Code (the "Corporate Governance Code") and other internal and regulatory regulations.

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44810.00033

Avianca Holdings S.A.

Review Date

CORPORATE GOVERNANCE16-DIC.-2020

COMMITTEE CHARTER

Rev.: 01

1. Analyze any proposals to amend the Company's bylaws or the Corporate Governance Code relating to the improvement of corporate practices of the Company and present such analysis and proposed amendments to the Board.
2. Respond to claims from shareholders and investors in connection with alleged violation of corporate governance policies within ten (10) calendar days of receipt thereof.
3. If necessary for the Committee to exercise any judgment, review any actions adopted by Board members that may be contrary to the bylaws, the charter, Corporate Governance Code and any other internal regulations.
4. Supervise the operation of the Company's website.
5. Present to the Board an annual report on the proposed Board Compensation Policy for the succeeding calendar year
6. Deliver regular reports to the Board on the Committee's activities.
7. Conduct an assessment, on an annual basis, of the Committee's performance vis-à-vis the requirements of this Charter and report the results and conclusions of such assessment to the Board.
8. Periodically review and assess the adequacy of this Charter and recommend and submit any changes for Board approval.
9. Review such other matters as the Board or the Committee may deem appropriate from time to time.
10. Establish and recommend to the Board for approval, goals, policies and programs related to environmental, social and sustainability issues.
11. Review and recommend to the Board for approval, changes in or additions to the Company's goals, strategies, policies and programs related to environmental, social, sustainability, health and safety issues.
12. Review and approve a Company's annual sustainability report if necessary.
13. As the Committee determines appropriate, make inquiries of management concerning compliance with applicable laws, rules, regulations and standards of corporate conduct in accordance with the Company's environmental, social and sustainability policies and programs.

4.3 PREVALENCE

In case of conflict between the Corporate Governance Code and the Charter, the Corporate Governance Code shall prevail.

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44810.00033