Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
GOL LINHAS AÉREAS INTELIGENTES S.A.
C.N.P.J. nº 06.164.253/0001-87
N.I.R.E. 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON FEBRUARY 26, 2016
I. Date, Time and Place: February 26, 2016, at 4:00 p.m., on Praça Comte. Linneu Gomes, S/N, Portaria 3 – Prédio 15 – Meeting Room of the Board of Directors, Jardim Aeroporto, in the city and State of São Paulo (“Company”). II. Attendance: All the members of the Board of Directors. III. Chairmanship of the Meeting: Mr. Constantino de Oliveira Junior was the chairman of the meeting, and invited me, Claudia Karpat, to act as secretary of the meeting; IV. Call Notice: Waived, due to the attendance of all the members of the Board of Directors. V. Agenda: To pass resolutions about the following items: (i) approval of the entry into an air ticket advance purchase and sale agreement to be executed among Smiles S.A. (“Smiles”), VRG Linhas Aéreas S.A. (“VRG”) and the Company, in its capacity as guarantor of VRG’s obligations (“Advance Purchase Agreement”) and (ii) authorization for the Board of Executive Officers of the Company to perform all the acts necessary for the fulfillment of the above mentioned resolution. VI. Resolutions made: After the necessary explanations were provided, the following resolutions were approved by unanimous vote: (i) execution of the Advance Purchase Agreement, to be entered into among Smiles, VRG and the Company, in its capacity as guarantor of VRG’s obligations, under which Smiles purchases credits for future use in the purchase of air tickets issued by VRG, up to the amount of one billion Reais (R$ 1,000,000,000.00). The advance purchase shall be paid in several tranches, starting with an immediate disbursement by Smiles in the amount of three hundred and seventy-six million reais (R$376,000,000.00), and the other disbursements being conditioned on certain actions for strengthening the liquidity of the Company, as indicated in the Relevant Fact disclosed as of this date; and (ii) authorization for the Board of Executive Officers of the Company to perform all the acts and execute any documents for the fulfillment of the above mentioned resolution. VII. Suspension of the Meeting and Drawing-up of the Minutes: The floor was offered to whoever might wish to use it, and since nobody did so, the meeting was suspended for the time necessary for these minutes to be drawn-up. Upon the reopening of the meeting, these minutes were read, checked and signed by the attendees. Signatures. Presiding Board: Constantino de Oliveira Junior – Chairman; Claudia Karpat – Secretary. Members of the Board of Directors: Constantino de Oliveira Junior, Henrique Constantino, Ricardo Constantino, Joaquim Constantino Neto, Edward H. Bastian, Antonio Kandir, Luiz Kaufmann and Richard Freeman Lark Jr. I hereby certify that this is a faithful copy of the minutes that were drawn-up in the proper book.
São Paulo, February 26, 2016.
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_____________________________ Constantino de Oliveira Junior Chairman |
_______________________________ Claudia Karpat Secretary |
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GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
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By: |
/S/ Edmar Prado Lopes Neto | |
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Name: Edmar Prado Lopes Neto
Title: Investor Relations Officer | ||
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.