São Paulo, October 14, 2018 - GOL Linhas Aéreas Inteligentes S.A. ("GOL" or "Company"), (NYSE: GOL and B3: GOLL4), Brazil's #1 airline, in compliance with the provisions in §4 of article 157 of Law no. 6404, dated December 15, 1976, as amended ("Corporations Act") and in CVM Instruction no. 358/2002 ("ICVM 358"), hereby informs that (i) on the date hereof it has communicated to Smiles Fidelidade S.A. (B3: SMLS3) ("SMILES") its intention to not renew the operating and backoffice services agreements (together, the "Operating Agreement") executed among GOL, Gol Linhas Aéreas S.A. ("GLA") and SMILES (jointly, the Companies" or the "Group"), beyond its current expiration date in 2032; (ii) it is initiating proceedings aiming at a corporate reorganization of the Group, as detailed below ("Reorganization"); and (iii) it has requested that an extraordinary general shareholders' meeting of SMILES be called to include a provision for the creation of an independent special committee ("Independent Committee"), in accordance with the procedures of CVM's Opinion No. 35, dated September 1st, 2008 ("CVM's Opinion 35"), in SMILES' bylaws, to negotiate the terms of the Reorganization.
The contemplated Reorganization includes, (i) the creation, by GLA, of preferred shares, with increased economic rights in relation to the common shares of GLA ("GLA Preferred Special Shares"); (ii) the sale of common shares issued by GLA to GOL's controlling shareholder, Fundo de Investimento em Participações Volluto ("Volluto"); (iii) the merger of SMILES into GOL, with the issuance by GOL, to the shareholders of SMILES, of GOL preferred shares of the class currently existing ("GOL Preferred Shares"), and of a new class of redeemable preferred shares of GOL ("GOL Redeemable Preferred Shares"); (iv) the redemption of the GOL Redeemable Preferred Shares, with payment in cash over a period of time to be determined; (v) the capital increase of GLA, against contribution, by GOL, of assets and liabilities related to activities of SMILES; and (vi) as a second step, GOL's migration to the Novo Mercado.
The terms of the Reorganization will be negotiated with SMILES' Independent Committee and, where applicable, submitted for approval by GOL's and SMILES' shareholders.
PLANNED TIMELINE: GOL estimates that the Companies' general shareholders' meetings, which will deliberate the Reorganization, shall be called approximately 100 days after this date, depending on several factors, including the term that the Independent Committee understands is needed for the negotiation of the terms of the Reorganization.
OTHER CONSIDERATIONS: Before deciding on the structure provided herein, GOL conducted studies of alternative structures for the Reorganization, including the implementation of a unified public tender offer to acquire up to all of the common share issued by SMILES, with the purpose of: (i) cancelling the registration of SMILES before the CVM as a publicly-held company, and (ii) withdraw from the Novo Mercado listing segment. In case the Reorganization does not get approved, GOL may or may not revert to alternative structures to achieve its objectives in this regard, including by way of a public tender offer.