GOL Announces a Material Fact: New Corporate Structure and Corporate Governance

SAO PAULO, Jan. 21, 2015 /PRNewswire/ -- GOL Linhas Aereas Inteligentes S.A. (BM&FBOVESPA: GOLL4 and NYSE: GOL), (S&P: B, Fitch: B-, Moody's: B3), ("GOL" or the "Company"), the largest low-cost and best-fare airline in Latin America, hereby publishes its management's proposal to improve the Company's capitalization capacity and corporate governance (the "Transaction"). The Transaction will be submitted to the Company's shareholders for approval.

The Transaction represents a long-term structural solution to improve the Company's capacity to raise equity capital, enabling GOL to compete on even terms in this regard. The airline sector and the Company's investment plan demand significant capital resources. In the last five years, GOL made capital expenditures in excess of R$5.5 billion (including aircraft acquisitions).

The Company will expand its capacity to raise equity capital by increasing its ability to issue more preferred shares without needing to issue common shares simultaneously, as the transfer and ownership of common shares are subject to restrictions under Brazilian airline industry laws and regulations.

The Transaction contemplates an amendment to the Company's Bylaws to:

1. Increase economic rights of preferred shares in the ratio of 35 to one and split common shares in the same ratio, both steps being together economically neutral to shareholders;
2. Improve corporate governance and strengthen the alignment of interests among shareholders, which, depending  on the percentage of economic rights held by the Controlling Shareholder, may include the representation of preferred shareholders on the Board of Directors and a separate vote for preferred shareholders in Extraordinary Meetings on certain matters, as detailed in the Bylaws;
3. Restrict the sale of shares held by the Controlling Shareholder (the "Controlling Shareholder Lock-Up"); and
4. Create an obligation to launch a public tender offer for all shares if any person acquires 30% or more of the Company's economic rights.

TO ACCESS THE MATERIAL FACT FULL VERSION VISIT: www.voegol.com.br/ir

CONTACTS

INVESTOR RELATIONS
Phone: [phone]
E-mail: [e-mail]

CORPORATE COMMUNICATIONS
Phone: [phone]
E-mail: [e-mail]

ABOUT GOL LINHAS AEREAS INTELIGENTES S.A.
GOL Linhas Aereas Inteligentes S.A. (BMF&BOVESPA: GOLL4 and NYSE: GOL) is the largest low-cost and best-fare airline in Latin America.    

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SOURCE GOL Linhas Aereas Inteligentes S.A.

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