São Paulo, February 7, 2022 – GOL Linhas Aéreas Inteligentes S.A. (“GOL” or “Company”) (NYSE: GOL and B3: GOLL4), Brazil’s largest domestic airline, in addition to the Material Fact disclosed on September 15, 2021, announces that it has entered into definitive arrangements through an investment agreement with American Airlines, Inc. (“American”) for expansion of its commercial cooperation with American and an equity investment in the amount of US$200 million by American in 22.2 million newly issued preferred shares of GOL through a capital increase for a 5.2% participation in GOL’s economic interest. The closing of the transaction, including the issuance and payment for newly issued preferred shares of GOL, is subject to customary closing conditions, including antitrust approval in Brazil.
All holders of the Company’s preferred shares, including in the form of ADRs, will be able to exercise their preemptive rights to subscribe newly issued shares proportionate to their shareholdings. The detailed terms and conditions of the capital increase are expected to be approved by the Board of Directors of GOL and disclosed in due course, including the final amount in Brazilian reais of the capital increase, issuance price, the record date, and the periods and procedures for the exercise of preemptive rights by the shareholders of the Company. The right to proportionally subscribe for preferred shares according to the preemptive rights referred to in this release has not been registered with the U.S. Securities and Exchange Commission and will not be offered or extended absent registration or an applicable exemption from registration requirements.