AVIANCA S A : Audit Committee Charter ()

		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

AVIANCA HOLDINGS S.A.

AUDIT COMMITTEE CHARTER

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

REVISION LOG

Revision #	Date	Section	Amendments
New document	Jul 7, 2014	All	N/A
01	Feb 16, 2016	General Update	General Update
02	Feb 21, 2019	General Update	General Update
03	Dec 16, 2020	All	Amended	and
			Restated

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

CONTENT

1. PURPOSE AND SCOPE
2. RESPONSABILITY
3. AUTHORITY
4. CONTENT
5. 1. COMPOSITION AND MEETINGS
   2. RESPONSABILITIES AND DUTIES
   3. 1. Financial Reporting Processes, Accounting / Financial Policies, and Internal Control Structure
      2. Independent Auditor
      3. Internal Audit
      4. Legal, Regulatory and Risk Management.
      5. Other Responsibilities.
   4. PREVALENCE

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

1. PURPOSE AND SCOPE

This Audit Committee Charter (the "Charter") sets forth the main guidelines for the operation and functioning of the Audit 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") to oversight and monitor (i) the integrity and performance of the Company's financial statements, and other financial information provided by the Company to its shareholders; (ii) the integrity of the Company's accounting and financial reporting processes and the audit of the Company's financial statements; (iii) the Company's compliance with legal, regulatory and public disclosure requirements; (iv) Enterprise Risk Management ("ERM"), cybersecurity, privacy and data security except for risks assigned to other committees of the Board or retained by the Board;

1. the independent auditor, including its qualifications, performance and independence; (vi) the performance of the Company's internal audit function; and (vii) the Policies it deems appropriate to adopt.

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

2. RESPONSABILITY

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

The Company´s management is responsible for the preparation, presentation and integrity of the Company's financial statements, and the independent auditor is responsible for auditing those financial statements. While the Committee has been given certain duties and responsibilities pursuant to this Charter, it is not the duty of the Committee to plan or conduct audits, determine that the Company's financial statements and disclosures are complete and accurate, or determine that statements are prepare under the International Financial Reporting Standards (IFRS). Furthermore, while the Committee is responsible for reviewing and assessing the Company's processes to manage and control risk, it is the responsibility of the Chief Executive Officer (the "CEO") and senior management to assess and manage the Company's exposure to risk and to develop and supervise the Company's compliance with applicable legal and regulatory requirements and its ERM policies and processes.

The Committee will encourage continuous improvement of, and foster adherence to, the Company's policies and procedures. The Committee will also foster open communication among the independent auditor, financial and senior management, the internal auditing function, and the Board.

The Committee has the authority to obtain advice and assistance from outside legal counsel, accounting, or other outside advisors and from any officer or employee of the Organization as deemed appropriate to perform its duties and responsibilities. The Committee shall also have authority to request any officer or employee of the Organization or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall be entitled to rely on: (i) the integrity of those persons and organizations within and outside the Company that it receives information from, and (ii) the accuracy of information (financial and other) provided to the Committee by such persons or organizations

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

absent actual knowledge to the contrary (which shall be promptly reported to the Board). The Committee shall have full, unrestricted access to Company records.

The Company will provide appropriate funding, as determined by the Committee, for compensation to the independent auditor, 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.

4.1 COMPOSITION AND MEETINGS

The Committee shall be comprised of three or more directors as determined by the Board and at least three committee members will satisfy all 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") Rule 10A-3 and in the Manual of Companies Listed on the New York Stock Exchange Section 303A.02. All members of the Committee will be familiar with finance and accounting practice and principles and shall be financially literate, and at least one member of the Committee will be an "audit committee financial expert" as defined by the SEC. The designation or determination by the Board of a person as an audit committee expert will not impose on such person individually, on the Committee, or on the Board as a whole, any greater duties, obligations or liability than would exist in the absence of such designation or determination. Committee members will be encouraged to enhance their familiarity with finance and accounting. To effectively perform his or her role, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the Company's business, operations and risks.

The members of the Committee will be elected by the Board annually, to serve until their successors are elected, and the Board may remove members of the Committee, with or without cause. No member of the Committee may sit on more than three separate audit committees of public companies, including this Committee. No Committee member shall have participated in the preparation of the Company's or any of its subsidiaries' financial statements at any time during the past three years, except in the case of reelection of an independent Committee member.

The Committee should meet as frequently and at such intervals as considered necessary to carry out its duties and responsibilities and shall meet at least four times annually and, to the extent practicable, in conjunction with the regularly scheduled Board meetings. Meetings of the Committee may be held:

1. by means of telephone conference or means that allow all persons participating in the meeting can hear each other, and such participation in a meeting shall be deemed as "in-person" attendance to such meeting (ii) by written vote, or (iii) 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 a 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.

Any member of the Committee or the Secretary may call an ordinary 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 participating 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

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

present at any meeting at which a quorum is met . Action may be taken by the Committee without a meeting if all the members of the Committee, 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.

As part of its responsibility to foster open communication, the Committee will meet periodically with management, and the independent auditor in separate executive sessions to discuss the results of examinations or any matters that the Committee or any of these persons or firms believe should be discussed privately. In addition, the Committee will meet with the independent auditor and management to discuss the annual audited financial statements. 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 RESPONSABILITIES 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.

4.2.1 Financial Reporting Processes, Accounting Policies, and Internal Control Structure A. Review and discuss with management and the independent auditor:

1. The Company's annual audited financial statements, and related notes, quarterly unaudited financial statements, reviewing, among others, the intermediate financial statements and the fiscal period closing financial statements that the Company must issue, analyze the management report, as well as the Administration's policies to guarantee the transparency of the financial statements and the integrity and veracity of the disclosures;
2. The results of the independent auditor's annual audit, and their report thereon, and any accompanying management letter and quarterly review, and any other matters required to be communicated to the Committee by the independent auditor under the auditing standards of the Public Company Accounting Oversight Board or pursuant to Section 10A of the Exchange Act;
3. Review prior to its implementation, changes permitted by IFRS accounting standards and recommendations in writing provided by management and the independent auditors of any material subsidiary;
4. Any material changes to the Company's accounting principles and practices used in preparing financial statements, and the effect of regulatory and accounting initiatives, as well as alternative IFRS methods and off-balance-sheet structures, on the financial statements of the Company;
5. Other relevant financial information submitted by the Company to any governmental body or the public, such as earnings press releases, including the use of non-IFRS financial measures, financial information and earnings guidance prior to public disclosure to analysts and ratings agencies; review standards for financial information and earnings guidance provided to creditors, analysts, or ratings agencies;
6. Reports to management prepared by the independent auditor or internal audit and any responses to the same by management;
7. Review and approve or ratify all transactions between the Company and persons involved of a type that can be disclosed pursuant to Form 20F Item 7; and
8. Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

1. Review and discuss with management, the internal audit department (as appropriate) and the independent auditor, the Company's financial reporting processes and internal controls, including:

1. The Company's annual assessment of the effectiveness of its internal controls and the independent auditor's attestation;
2. The adequacy of the Company's internal controls including computerized information system controls and security;
3. Any significant changes in the Company's selection or application of accounting principles;
4. The extent to which any previously approved changes or improvements in financial or accounting practices and internal controls have been implemented;
5. Any major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of the identified deficiencies;
6. Any "material weakness" or "significant deficiency" in the design or operation of internal control over financial reporting, and any steps taken to resolve the issue; and
7. Any related significant findings and recommendations of the independent auditor and internal audit together with management's responses.
8. Any aspect that may arise regarding the quality or sufficiency of the Company´s financial statements, Company´s compliance with legal or tax requirements, independent auditor performance and independence, and internal auditing operations; and
9. Any difficulty that the independent auditor may find in the course of its auditing process, (including any restriction to the scope of the independent auditor´s activities or regarding a request to information access) and any relevant disagreement with management;

1. Discuss with management and the independent auditor their judgment about the quality of accounting principles, the reasonableness of significant judgments, including a description of any transactions as to which the management obtained letters required under applicable auditing standards regarding reports on the application of accounting principles, and the clarity of the disclosures in the financial statements.
2. Review the adequacy of the Company's internal control over financial reporting and the disclosure controls and procedures designed to ensure compliance with applicable laws and regulations.
3. Report to the Board all situations which may limit their access to information or put at risk the independence of the independent auditor, and any other related to the audit plan.
4. Guarantee that significant accounting adjustments, unadjusted differences in the Company´s financial statements, disagreements with management and critical accounting practices are discussed and resolved with the independent auditor.

4.2.2 Independent Auditor

1. The Committee must select an auditing firm - in compliance with the Company´s Bylaws and the Joint Action Agreement - to perform as independent auditor for the Company. The independent auditor will report directly to the Committee and the Committee will oversee the resolution of disagreements between management and the independent auditor if they arise.
2. Establish policies and procedures for pre-approval of all audit and permitted non-audit and tax services to be performed for the Company by the independent auditor, as set forth in Section 10A of the Exchange Act and the rules and regulations promulgated thereunder by the SEC. The authority to grant pre-approvals may be delegated to one or more designated

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

members of the Committee whose decisions will be presented to the full Committee at its next regularly scheduled meeting.

1. Review with internal auditors and independent auditor the overall scope and plans for audits, including authority, independence and organizational reporting lines, and adequacy of staffing and compensation.
2. Review reports submitted to the Committee by the independent auditor in accordance with applicable SEC requirements.
3. Obtain assurance from the independent auditor that the audit was conducted in a manner consistent with Section 10A of the Exchange Act.
4. Hold timely discussions with the independent auditor regarding any matters appropriate or required to be discussed under applicable accounting and auditing professional standards or applicable regulations, including auditing standards adopted by the Public Company Accounting Oversight Board. These discussions shall include:
5. 1. The independent auditor's judgments about the quality, appropriateness, and acceptability of the Company's accounting principles and financial disclosure practices, as applied in its financial reporting;
   2. The completeness and accuracy of the Company's financial statements;
   3. All critical accounting policies and practices used in preparation of the Company's financial statements;
   4. Any alternative treatments of IFRS that have been discussed with management, the ramifications of the use of such alternative (including disclosures), and the treatment preferred by the independent auditor;
   5. Other material written communications between the independent auditor and management, including, but not limited to, the management letter and schedule of unadjusted differences;
   6. Reviewing reports submitted to the Committee by the independent auditor in accordance with applicable SEC requirements and any material issues raised in such reports; and
   7. Any significant changes required in the independent auditor's audit plan.
6. Review the independent auditor's qualifications, performance and independence according to the criteria of independence, aptness, services, fee, experience and knowledge of the Company´s industry and replace the independent auditor - in compliance with the Company´s Bylaws and the Joint Action Agreement - if circumstances warrant. Review and evaluate the qualifications of the lead partner and other senior members of the team each year, including compliance with applicable rotation requirements. The Committee will also consider whether there should be rotation of the firm itself. The Committee should receive the opinions of the
   CEO, the Chief Financial Officer ("CFO") and the Corporate Auditor (if any) regarding the performance of the independent auditor. At least annually, obtain and review formal written documentation from the independent auditor describing:
7. 1. The independent auditor's internal quality control procedures and any material issues raised by the independent audit firm's most recent internal quality-control review or peer review, or by any inquiry or investigation conducted by governmental or professional authorities during the preceding five years with respect to independent audits carried out by the firm, and any steps taken to deal with any such issues.
   2. The auditor's independence and all relationships between the independent auditor and the
      Company, addressing the matters set forth in applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Committee concerning independence. The formal reports from the

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

independent auditor to the Committee should be used to evaluate the independent auditor's qualifications, performance, and independence. The Committee shall actively engage in dialogue with the independent auditor with respect to any disclosed relationships or services that may affect the independence and objectivity of the auditor and take appropriate actions to oversee the independence of the outside auditor.

H. Set clear hiring policies, compliant with governing laws and regulations, for employees or former employees of the independent auditor and oversee the hiring of any personnel from the independent auditor into positions with the Company in accordance with the hiring restrictions of the Sarbanes-Oxley Act of 2002. Review and concur with the Company's hiring of employees of the independent auditor who were engaged on the Company's account. The Committee shall verify that the independent auditor partners working with the Company do not obtain or receive any remuneration from the Organization for the provision of independent auditing services.

1. 1. Approve the contracting of services - other than independent auditing services - which the independent auditor may come to provide (the "authorized services"). To approve the authorized services, the Committee shall supervise that those do not compromise the independence of the independent auditor and it must bear in mind that the independent auditor cannot participate in the Company´s management; nor can it audit its own work; nor can it serve or defend the particular interests of the Company. To approve the authorized services, the Committee shall consider the following services that cannot be authorized, including but not limited to: (i) Accounting services and other services related for preparing financial statements or financial and accounting information; (ii) Designing and implementation of financial and accounting information processing systems; (iii) Opinions and appraisal reports; (iv) Actuarial services; (v) Internal auditing services; (vi) Management functions; (vii) Human resource services; (viii) Stock or investment brokerage services; and
   2. 1. Legal services.
2. Internal Audit

1. Review and approve the annual risk-based internal audit plan and any major changes to the approved plan. The Committee shall have the authority to direct the internal audit department to undertake specific projects, including review of specific departments or processes of the Company.
2. Review and approve decisions regarding the appointment and removal of the Company Internal Auditor.
3. Establish a process to receive timely communications from the Internal Auditor on the internal audit department's performance relative to its plan and other matters. Periodically review with the Internal Auditor significant findings and management's responses thereto; any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information; and the internal audit budget and resource plan.
4. Submit to the Board a report of the Internal Auditor.
5. Recommend to the Board, the structure, procedure and methodology of the internal control system for the Company according to its assessment.

1. Legal, Regulatory and Risk Management.

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		Review Date
AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

1. Review and discuss the policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process, as well as the Company's major regulatory, litigation and financial risk exposures and the steps management has undertaken to monitor and control such exposures, it being understood that it is the job of management to assess and manage the Company's exposure to risk and the Committee's responsibility is to discuss guidelines and policies by which risk assessment and management are undertaken.
2. Periodically review with the Legal Vice President, the Compliance Officer, or appropriate delegates, the Company's compliance with legal and regulatory requirements and any significant items pertaining to risk management, compliance, or other regulatory matters.
3. Receive and review, with the Company's counsel, reports concerning any legal and regulatory matter that may have a significant impact on the Company's financial statements, related compliance policies, and programs and reports received from regulators.
4. Establish and oversee procedures for: (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Review periodically with management and internal audit these procedures and any significant complaints received.
5. Do a preliminary assessment of potential conflicts of interest or of situations of actual conflicts of interest reported by the affected Board member, by a principal Shareholder or by the CEO and, in general, by management members, and submit such situation for Board's approval.
6. Evaluate and report to the Board on potential conflicts of interest that may arise between Avianca Holdings S.A. and its subordinate companies or of these among themselves, or with their Administrators and related parties, making the necessary proposals to the Board to manage the situation.
7. If the potential or actual situation of conflict of interest referred to in item F of this article is presented in the context of a transaction, negotiation or contract that directly or indirectly involves a Controlling Board Member, Board Members, management members or any other related party as defined in IAS 24, examine whether said transactions reflect market conditions and recommend their approval or disapproval to the Board regardless of their amount.
8. Review the Annual Report.
9. Periodically review with the Information Technology Department the operations of the business technology services department, including any significant items pertaining to the
   Company's information technology systems and services, and information security.
10. Approve the Company´s Related Parties Policy, the Cash Unity Policy, the Financial Risk Coverage Policy, the Investment Policy and the Cybersecurity Policy.
11. Follow up on the Company´s risk ranking an on the risk ranking of issued financial instruments, as well as on existing financial covenants by analyzing impacts and recommending actions to be taken in the event of foreseeing default.
12. Report the status of the process of the risk management to the Board.

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AVIANCA HOLDINGS S.A.	AUDIT COMMITTEE CHARTER	16-DIC.-2020
Rev.: 01

M. Verify that the necessary controls are implemented to ensure effective monitoring of operations related to risk management.

1. Monitor the execution and compliance of the Company´s Financial Risk Coverage Policy.

4.2.5 Other Responsibilities.

1. Conduct an annual performance assessment relative to the Committee's purpose, duties, and responsibilities outlined herein.
2. Review and assess the adequacy of this Charter periodically, at least annually, and recommend to the Board any necessary amendments.
3. Report to the Board on a regular basis, both with respect to the activities of the Committee generally and with respect to any issues that arise regarding the quality or integrity of the
   Company's financial statements, the Company's compliance with legal and regulatory requirements, the performance and independence of the independent auditor or the performance of internal audit.
4. Approve the management of the Ethics Line which includes (i) the reception, retention and treatment of complaints regarding accounting, internal accounting control or auditing matters; (ii) the reception of questions and concerns of Company´s employees regarding accounting or auditing matters, which shall be treated confidentially and anonymously.
5. Review and recommend to the Board, if needed, the implementation of procedures and compliance processes related to corporate ethics and standards of business conduct and ensure these procedures are followed.
6. Periodically monitor the compliance of the Code of Ethics and the effectiveness of the Ethics Line, and report to the Board if necessary.

4.3 PREVALENCE

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

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