São Paulo, May 11, 2022 - GOL Linhas Aéreas Inteligentes S.A. (NYSE: GOL e B3: GOLL4), (“GOL” or “Company”), Brazil’s largest domestic airline, announces that on this date it received a notice from its controlling shareholder MOBI Fundo de Investimento em Ações Investimento no Exterior (“MOBI FIA”), stating the following:
a) MOBI FIA entered into a Master Contribution Agreement with certain principal shareholders of Investment Vehicle 1 Limited (“Avianca Holding”) including Kingsland International Group S.A., Elliott International L.P., and South Lake One LLC (the “Avianca's Major Investors” and “Master Contribution Agreement”, respectively).
b) Avianca Holding is the holding company that controls Aerovías del Continente Americano S.A., a Colombian commercial airline that operates under the brand Avianca (“Avianca”). Avianca provides scheduled air transportation services for passengers and cargo, in Colombia and Latin America. Avianca’s network combines hubs located in Colombia, Ecuador, and El Salvador connecting different destinations in North America, Central America, South America, and Europe. Avianca also operates the loyalty program LifeMiles. Among other businesses, Avianca Holding holds an economic interests in Fast Colombia S.A.S, a Colombian commercial airline (“Viva Colombia”), and a convertible debt investment representing a minority interest in Sky Airline S.A., a Chilean commercial airline (“Sky”). Avianca Holding has no legal or operational control over Viva Colombia or Sky.
c) Pursuant to the Master Contribution Agreement, MOBI FIA will contribute its GOL shares to a newly formed company (“Holding”), in exchange for common shares of Holding; subsequently, the Avianca's Major Investors and the other parties to the Master Contribution Agreement will contribute their shares in Avianca Holding to Holding in exchange for new common shares of Holding (the “Transaction”). Holding is a private limited company, incorporated under the laws of England and Wales.
d) Upon closing of the Transaction, the contributing parties to the Master Contribution Agreement, including MOBI FIA and the Avianca's Major Investors, will enter into a shareholders' agreement to govern their rights and obligations as shareholders of Holding, and Mobi FIA and the Avianca’s Major Investors will co-control Holding, which, in turn, will hold a controlling interest in GOL and Avianca Holding.
e) GOL and Avianca will continue to operate independently and maintain their respective brands and cultures.
f) The management team that will be responsible for the overall direction and strategy of Holding, delivery of synergies, and coordination of central functions, will be led by Roberto Kriete (Chairman), Constantino de Oliveira Junior (CEO), and Adrian Neuhauser and Richard Lark (Co-Presidents).
g) Neither MOBI FIA nor the Constantino brothers will sell, directly or indirectly, any share of GOL. The Transaction will not entail the obligation to carry out a public offering due to the acquisition of control of GOL, since there will be no sale or transfer of the shareholding control of GOL, as determined under Brazilian laws and regulations.
h) The Transaction is subject to customary closing conditions set forth in the Master Contribution Agreement, including certain regulatory approvals.