Gol Linhas Aéreas publishes proposal to improve capitalization capacity and corporate governance

São Paulo, January 21, 2015 – GOL Linhas Aéreas 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.

The Company’s shareholders will vote on the Transaction at a shareholders’ meeting (the “Shareholders’ Meeting”) to be convened in due course. All of the Company’s shareholders, including holders of preferred shares, will be entitled to participate and vote in the Shareholders’ Meeting. Following best corporate governance practices, the approval of the Transaction is being made dependent on the vote of a majority of the preferred shareholders in attendance at the Shareholders’ Meeting, excluding the votes of the Controlling Shareholder.

The Controlling Shareholder will vote in accordance with the majority of the non-controlling preferred shareholders in order not to influence the outcome of the voting.

Dissenting shareholders will not have withdrawal rights as a result of the approval of the Transaction, as the Transaction does not reduce the economic rights of shareholders and, therefore, is not within the scope of article 137 of Brazilian Corporate Law.

Transaction Context
The Company is effectively at the legal limit of the preferred shares it can issue, which is fixed at 50% of the Company’s total shares. If the Company issues preferred shares in excess of this limit, the Controlling Shareholder will be obligated to purchase an equal number of common shares. As a result, the Company’s capacity to raise equity capital necessarily depends on the Controlling Shareholder.

Any significant purchase of common shares by a third party other than the Controlling Shareholder is subject to approval by the National Civil Aviation Agency (Agência Nacional de Aviação Civil) and to restrictions imposed by the Brazilian Aeronautical Code (Código Brasileiro de Aeronáutica). In particular, common shares may not in practice be listed or traded on a stock exchange, given legal restrictions on the ownership and transfer of voting shares by foreign investors.

Description of the Transaction
Increase in economic rights of preferred shares and split of common shares

Each preferred share will be entitled to 35 times the dividends received per common share, as well as 35 times the price paid per common share in public tender offers and tag-along tender offers. The economic rights of the preferred shares will be similarly increased in the case of capital reductions or liquidation. Additionally, any conversion of common shares into preferred shares will be at a ratio of 35 to one.

Simultaneously with the increase in economic rights of preferred shares, each common share will be split into 35 common shares. As a result, GOL’s capital stock will be comprised of the same number of preferred shares currently outstanding and 35 times the number of common shares currently outstanding.
The increase in economic rights of preferred shares along with the split of common shares will not affect, in practice, the current dividends and other economic rights of each shareholder.

Corporate governance improvements
The Company’s corporate governance may be improved, depending on a change in the percentage of economic interest of the Controlling Shareholder in the Company:
(1) Seats on the Board of Directors for representatives of preferred shareholders;
(2) Separate voting for the preferred shares in an extraordinary meeting of preferred
shareholders as a condition for the approval of certain matters;
(3) Increased independent director membership on the Board of Directors of the Company;
and
(4) Creation via a charter amendment of a permanent Audit Committee, and a Governance
Committee with increased responsibilities.

Controlling Shareholder Lock-Up
The Controlling Shareholder will be subject to certain lock-up restrictions on the sale of currently owned common and preferred shares, as follows:
30% Tender Offer

If a person acquires an interest representing 30% of the Company’s economic rights (except for the current Controlling Shareholder in certain cases), the acquirer will be obligated to launch a public tender offer for any and all outstanding shares, at the highest price paid by such shareholder in the preceding twelve months.

Preservation of Preferred Shareholder Rights
To preserve current preferred shareholder’s rights, the Transaction contemplates the addition to the Company’s Bylaws of a provision that will grant preferred shareholders, based only on their economic interests, certain rights that are generally provided under Brazilian corporate law only as a result of the ownership of a percentage of the Company’s total number of shares. This provision ensures that the Transaction will not limit or eliminate any of the Company’s preferred shareholders’ governance rights.

The above Bylaws amendments may only be changed upon the prior approval by preferred shareholders in order to further align the interests of the Controlling Shareholder and all other shareholders of the Company.

Other Information
More detailed information on the Transaction, the Shareholders’ Meeting and the proposed amendments to the Bylaws will be available when the Shareholders’ Meeting is convened. A draft of the Bylaws showing the changes proposed in the Transaction, a Q&A and further information on the Transaction are available on the Company’s website: www.voegol.com.br/ir. The Company will also hold a conference call to present the Transaction.