Air France: Compagnie Nationale Air France, a French airline, and a subsidiary of Air France-KLM.
ANBIMA: ANBIMA – Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais [Brazilian Association of Capital and Financial Market Entities].
Annual Meeting: annual meeting of the Company’s shareholders.
Central Bank or BACEN: Banco Central do Brasil [Central Bank of Brazil].
Banco do Brasil: Banco do Brasil S.A.
B3: B3 S.A.-Brasil, Bolsa, Balcão – [Brazil Stock Exchange and Over-the-Counter Market].
Bradesco: Banco Bradesco S.A.
BR GAAP or accounting practices adopted in Brazil: The accounting practices adopted in Brazil include those provided for in the Brazilian corporate law and the Pronouncements, Guidance and Interpretations issued by CPC (Accounting Pronouncements Committee) and approved by CVM.
Breakage: Miles owed but not redeemed, represented as number of miles, amount in Reais, or percentage of miles issued, as applicable.
CAGR: Compound Annual Growth Rate.
CMN: Conselho Monetário Nacional [National Monetary Council].
CNPJ/MF: National Corporate Taxpayer’s Register of the Ministry of Finance.
ANBIMA Code: ANBIMA Code of Regulation of Best Practices for Public Offerings of Distribution and Acquisition of Securities.
Independent Director: member of the Board of Directors who meets the following requirements: (i) has no links to the Company, other than an equity holding; (ii) is not a controlling shareholder, spouse or relative to the second degree, is not or has not been, in the last three (3) years, linked to the company or entities related to the Controlling Shareholder (persons connected to public teaching and/or research institutions are excluded from this restriction); (iii) not having been, in the last three (3) years, an employee or executive officer of the Company, the Controlling Shareholder or a subsidiary of the Company; (iv) is not a supplier or buyer, directly or indirectly, of the Company’s services and/or products to an extent that implies loss of independence; (v) is not an employee or manager of a company or entity that offers or requests services and/or products to/from the Company to an extent that implies loss of independence; (vi) is not the spouse or relative to the second degree of any manager of the Company; and (vii) does not compensation from the Company other than that involving the position of director (cash earnings from equity interests are excluded from this restriction). Those elected as provided for in article 141, paragraph 4 and 5 of Brazilian Company Law will also be deemed “Independent Directors.”
Agreement on the Purchase and Sale of Miles and Air Tickets: Agreement on the Purchase and Sale of Miles and Air Tickets entered into by the Company and VRG on December 28, 2012.
Novo Mercado Listing Agreement: B3’s Novo Mercado Listing Agreement, entered into by the Company, the Controlling Shareholders and the BM&FBOVESPA (presently B3) on April 4, 2013.
Operational Agreement: Operational Agreement that regulates the daily relationship between the Company and VRG. It was entered into by the Company and VRG on December 28, 2012.
CRM: Customer Relationship Management.
CVM: Comissão de Valores Mobiliários [Brazilian Securities and Exchange Commission].
EBITDA: non-accounting measurement calculated by the Company and related to its financial statements. EBITDA consists of net income attributable to shareholders, plus net financial income, income and social contribution taxes, and depreciation and amortization expenses. EBITDA is not a measure recognized under the accounting practices adopted in Brazil or the International Financial Reporting Standards (IRFS). For regulatory purposes, EBITDA does not have a standardized meaning, and it may not be comparable with measures of similar securities offered by other companies. On October 4, 2012, CVM issued Instruction No. 527, which provides for the voluntary disclosure of EBITDA by publicly-held companies. This instruction became effective as from January 1, 2013, when the Company started to comply with its provisions for purposes of disclosing EBITDA.
Federal Government: Federal Government of the Federative Republic of Brazil.
Gol Group: Gol Linhas Aéreas Inteligentes S.A. and its subsidiaries VRG, the Company, Gol Finance Cayman and GAC Inc.
IBGC: Instituto Brasileiro de Governança Corporativa [Brazilian Corporate Governance Institute].
IFRS: International Financial Reporting Standards issued by the International Accounting Standards Board – IASB.
B3 Index or Ibovespa: One of the performance indicators of the Brazilian securities market. The index consists of the current value of a theoretical portfolio that includes the shares most actively traded on B3, accounting for up to 80% of the trading volume and of the financial volume recorded on B3’s spot market, and 70% of the total market capitalization of companies listed on the exchange. The Ibovespa is set up based on a hypothetical investment that reflects not only the variation in share prices, but also the impact of the distribution of earnings. It is deemed as an indicator that evaluates the total return of shares comprising it.
Market Share: the share of a given company in relation to the total market where it operates in a given segment. On this website, when the term “Market Share” refers to: (i) an airline, it will represent the market share of the company based on RPK (Revenue Passengers Kilometer), calculated in accordance with the information released by ANAC [National Civil Aviation Agency]; or to (ii) the Brazilian Customer Loyalty Market, it will actually refer to the market share calculated based on the quantity of points issued to Non-airline partners, as disclosed by Smiles S.A. and Multiplus S.A. in their public data.
Miles: The right of redemption by participants of the Smiles Program traded with Trade Partners.
Novo Mercado: B3’s special securities trading segment.
Trade Partners: trade partners of the Company regarding both the acquisition and redemption of points, which have entered into partnership agreements with the Company. Examples are listed in item 7.8 of the Company’s Reference Form.
Participants: Individuals duly registered as participants in customer loyalty programs or networks of association of customer loyalty programs.
Reward Tickets: tickets delivered to Participants as a result of the redemption of miles.
GDP: Gross Domestic Product.
Rewards: product or service delivered to a Participant by a trade partner as a result of the redemption, by the Participant, of miles from customer loyalty programs.
Reward Products: product or service delivered to a Participant by a trade partner as a result of the redemption, by the Participant, of miles from customer loyalty programs, other than air tickets.
Smiles Program: multi-loyalty program for several companies, including Gol Linhas Aéreas Inteligentes S.A.
Securities Act: the United States Securities Act of 1933, as amended.
Smiles & Money: issue of air tickets where it is possible to use a combination of cash and miles.
Smiles Shopping: use of Miles to purchase products, rather than air tickets. Miles may be used to redeem products and services of different segments, such as electronic handheld devices, photo and video cameras, garden tools and products, books, gift cards, DVDs and Blu-rays, consumer electronics, homeware, linen products, automotive products, furniture and decoration items, baby products, toys, home appliances, mobile and phone sets, beauty and healthcare products, computer hardware, stationer’s articles, sports and leisure products, fashion and accessories.
Varig: Varig Participações em Transportes Aéreos S.A., founder of the Smiles Program in 1994, and whose production unit was purchased by Gol in 2007.
VRG: VRG Linhas Aéreas S.A.