São Paulo, March 24, 2021 - GOL Linhas Aéreas Inteligentes S.A. ("GOL"), (NYSE: GOL and B3: GOLL4), Brazil's largest domestic airline, in compliance with the provisions on paragraph 4, Article 157 of Law no. 6.404, of December 15, 1976, as amended, and in CVM Rule No. 358/2002, announces that:
(i) the extraordinary general meeting of SMILES Fidelidade S.A. ("SMILES"), held on this date, approved the reorganization disclosed in the Material Fact on February 12, 2021, which, after implemented, will result in the migration of the SMILES shareholder base to GOL ("Reorganization");
(ii) the extraordinary general meeting of GOL, held on this date, approved the Reorganization;
(iii) as permitted under Section 1.1.1 of the Reorganization's Protocol and Justification, GOL increased the consideration offered to the shareholders of SMILES, representing an implicit price of R$27.00 per share paid to SMILES' shareholders, so that SMILES shareholders receive, for each common share issued by SMILES:
I) (a) an amount in Brazilian currency of R$9.14, adjusted as provided in the Protocol and Justification; and (b) 0.6601 preferred share issued by GOL, adjusted as provided for in the Protocol and Justification (Base Exchange Ratio); or
II) (a) an amount in Brazilian currency of R$22.54, adjusted as provided for in the Protocol and Justification; and (b) 0.1650 preferred share issued by GOL, at the discretion of the SMILES shareholders that, in the latter case, must exercise the option as described in Section 3 of the Protocol and Justification (Optional Exchange Ratio).
GOL clarifies that all other conditions contained in the February 12, 2021 Material Fact and in the Protocol and Justification remain unchanged.
GOL and SMILES will release in due course a Notice to Shareholders informing the period for the exercise of the withdrawal right and detailing the other steps related to the implementation of the Reorganization.