AVIANCA S A : Human Resources and Compensation Committee Charter

Avianca Holdings S.A.

HUMAN RESOURCES AND	Review Date
16-DIC.-2020
COMPENSATION COMMITTEE
CHARTER	Rev.: 02

AVIANCA HOLDINGS S.A.

HUMAN RESOURCES AND

COMPENSATION COMMITTEE CHARTER

Page 1/7

Avianca Holdings S.A.

HUMAN RESOURCES AND	Review Date
16-DIC.-2020
COMPENSATION COMMITTEE
CHARTER	Rev.: 02

REVISION LOG

Revision #	Date	Section		Amendments
New Document	Jun 30, 2015	All	N/A
Rev. 01	Feb 24, 2016	Overall Update	The	name of	the
			committee and some
			of	its functions	are
			adjusted, as well as the
			document structure.
Rev. 02	Dec 16, 2020	All	Amended	and
			Restated

Page 2/7

Avianca Holdings S.A.

HUMAN RESOURCES AND	Review Date
16-DIC.-2020
COMPENSATION COMMITTEE
CHARTER	Rev.: 02

CONTENT

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

Page 3/7

Avianca Holdings S.A.

HUMAN RESOURCES AND	Review Date
16-DIC.-2020
COMPENSATION COMMITTEE
CHARTER	Rev.: 02

1. PURPOSE AND SCOPE

The Human Resources and Compensation Committee Charter (the "Charter") sets forth the main guidelines for the operation and functioning of the Human Resources and Compensation 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) overseeing the Company's compensation philosophy ; (ii) ensuring that compensation decisions reflect fiscal prudence and enable the Company to attract and motivate qualified personnel; (iii) advising the Board on, and facilitate the Board's oversight of, the compensation of the Board and the Company's Chief Executive Officer ("CEO"), and the other executive officers of the Company and;

1. overseeing the Company's management resources, succession planning and management development activities.

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 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 and at least three committee members 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 Commission ("SEC"). Committee members must have knowledge of or experience on subjects related to the Committee functions. Committee members 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, 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: (i) by means of telephone conference or other mean 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, (ii) by written vote, or (iii) as otherwise permitted by law. The Committee may meet in executive session, without management presence, on any matter it deems appropriate, at its discretion. The Committee shall meet in executive session on compensation matters pertaining to the CEO.

The Board shall designate one member of the Committee to serve as Chairman of the Committee (the "Chair"). If a 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, at 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.

Page 4/7

Avianca Holdings S.A.

HUMAN RESOURCES AND	Review Date
16-DIC.-2020
COMPENSATION COMMITTEE
CHARTER	Rev.: 02

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 OPERATING PRINCIPLES

The Committee should give due consideration to the following operating principles and processes:

1. Communication: Regular and meaningful contact throughout the year with the Chair of the Board, other committee chairs, members of senior management and other key Committee advisors, as applicable, is viewed as important for strengthening the Committee's knowledge of sound compensation and human resources policies.
2. Committee Expectations and Information Needs: The Committee should communicate to the CEO or his or her designee the expectations of the Committee, and the nature, timing and extent of any specific information or other supporting materials requested by the Committee, for its meetings and deliberations.
3. Resources: The Committee shall be authorized to access, at the Company's expense, such internal and external resources, including retaining legal, financial and other advisors, as the Committee deems necessary or appropriate to fulfill its responsibilities.
4. Meeting Agendas: The Committee meeting agendas shall be the responsibility of the Committee Chair with input from the Committee members and other members of the Board, with additional input from senior management and outside advisors to the extent deemed appropriate by the Chair.
5. Committee Meeting Attendees: The Committee shall be authorized to request members of senior management, outside counsel and other advisors to participate in Committee meetings.
6. Reporting to the Board: The Committee Chair, shall report material activities of the Committee to the Board from time to time or whenever is requested by the Board. In addition, minutes from Committee meetings should be made available to each Board member.

Page 5/7

Avianca Holdings S.A.

HUMAN RESOURCES AND	Review Date
16-DIC.-2020
COMPENSATION COMMITTEE
CHARTER	Rev.: 02

4.3 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 varied from time to time as

appropriate under the circumstances.

1. Propose to the Board a policy for the Board of Directors members' remuneration - in compliance with the Company´s Bylaws and the Joint Action Agreement -, to be submitted to the General Shareholders Assembly for approval.
2. Present to the Board an annual report of the Remuneration Policy for the senior management, based on a salary competitiveness analysis.
3. Ensure compliance with the Remuneration Policy for the senior management, as well as transparency and disclosure of their retributions according to the Organization policies and pursuant to law.
4. Inform the General Shareholders Assembly of its actions and attend to the shareholders' questions regarding matters for which it is responsible.
5. Review and approve corporate goals and objectives relevant to senior management compensation and shall evaluate the performance of executive officers in light of those goals and objectives. The Committee shall review and approve, executive officer compensation, including salary, bonus and incentive compensation, deferred compensation, severance, perquisites, equity compensation and any other forms of executive compensation.
6. Propose to the Board a succession policy for senior management, and other key executives.
7. Evaluate the applicants who aspire to occupy the position of CEO and other key executives - in compliance with the Company´s Bylaws and the Joint Action Agreement - and propose their appointment or removal. It may engage external firms to assist it in the applicant selection process.
8. Review and approve the CEO's compensation based on the Committee's evaluation of the CEO's performance. The Committee will deliberate and vote on the CEO's compensation outside the presence of the CEO.
9. Review, discuss and assess the performance of the CEO and senior management in light of the relevant corporate and individual performance goals and objectives, seeking input from the CEO, individual members of senior management, the full Board and others if necessary. The purpose of the review is to increase the effectiveness of senior management as a whole and on an individual basis.
10. The Committee shall make recommendations to the Board regarding the adoption of new equity-based plans and, with respect to executive officers, new incentive compensation plans and plans that provide benefits upon retirement, separation or other termination of employment. The Committee shall also administer the Organization's existing incentive compensation plans for executive officers and equity-based plans, including reviewing and approving equity grants. To the extent permitted by applicable law and the provisions of a specific equity-based plan, the Committee may delegate to one or more directors or executive officers of the Company the power to grant options or other equity awards, and amend the terms of such awards, pursuant to such equity-based plan to employees of the Organization who are not directors or executive officers of the Company, such power to be

Page 6/7

Avianca Holdings S.A.

HUMAN RESOURCES AND	Review Date
16-DIC.-2020
COMPENSATION COMMITTEE
CHARTER	Rev.: 02

limited to the parameters set forth in the applicable resolutions adopted by the Compensation Committee.

1. Review and approve the Company's policies, practices and procedures concerning human resources-related matters as the Committee determines to be appropriate.
2. Review the performance, development and leadership capabilities of senior management of the Company and succession planning strategies for such senior management.
3. Review the Company's and/or its independent consultant's annual assessment of whether the Organization's compensation practices, policies and programs for executive officers and other employees encourage unnecessary or excessive risk-taking and whether any risks arising from such practices, policies and programs are reasonably likely to have a material adverse effect on the Organization.
4. Review such other matters as the Board or the Committee shall deem appropriate and carry out such other duties as may be delegated to it by the Board from time-to-time.
5. The Committee shall review its performance against the requirements of this Charter annually and shall report to the Board on the results of such evaluation. The Committee's performance evaluation shall be conducted in such manner as the Committee deems appropriate.

4.4 PREVALENCE

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

.

Page 7/7