approval of the Company’s financial statements for the first quarter of 2019, with special review by Ernst & Young Auditores Independentes S.S. (“EY”);
 

homologation of the capital increase, as result of the exercise of stock purchase options granted under the Company’s Stock Purchase Option Plan;
 

election of the members of the Company’s committees and subcommittee;
 

grant by the Company of a corporate guarantee of obligations of Gol Linhas Aéreas S.A. (“GLA”), controlled by the Company, under a certain Derivatives Contract with JPMorgan Chase Bank, National Association (“JPMorgan”), in the amount of up to US$10,000,000.00;
 

Bank (“CA-CIB”) and Export-Import Bank of the United States (“Ex-Im Bank”), in the amount of up to US$11,000,000.00 each, to finance maintenance services and the installation of wi-fi kits on GLA’s aircraft engines (“Credit Agreements”);
 

execution of two guaranty agreements, among the Company, CA-CIB and Ex-Im Bank, providing for the Company’s guarantee of GLA’s obligations under the Credit Agreements and the related promissory notes (“Guaranty Agreements”);
 

execution of two borrower indemnity agreements (“Borrower Indemnity Agreements”) and fee letters (“Fee Letters”) setting forth the Company’s direct obligations relating to financing agreements for maintenance services and the installation of wi-fi kits on GLA’s aircraft engines;
 

execution of any other agreements, commitments or documents relating to the financing of maintenance services and the installation of wi-fi kits on GLA’s aircraft engines, guaranteed by Ex-Im Bank, mentioned in items “v” “vi” and “vii” above;
 

execution of guaranty agreement(s) in connection with the financing of the pre-delivery payment for aircraft acquisitions, among the Company, GAC Inc. (“GAC”), a subsidiary of the Company, JPMorgan and Ex-Im Bank, in the amount of up to US$22,000,000.00;
 

execution of guaranty agreement(s) in connection with the financing of the pre-delivery payment for aircraft acquisitions, among the Company, GAC, CA-CIB and Ex-Im Bank, in the amount of up to US$33,000,000.00;
 

execution of any other agreements, commitments or documents relating to the financing of the pre-delivery payment for aircraft acquisitions, guaranteed by Ex-Im Bank, mentioned in items “ix” and “x” above;
 

issuance of subscription warrants for preferred shares of the Company, registered and nominative, with no par value and no voting rights, except as provided for in the Company's bylaws;
 

designation of the Company’s new external independent auditor; and
 

authorization for the Company’s officers to take all measures necessary to implement the readjustment to the tariff in the terms and conditions established in the Miles and Tickets Purchase and Sale Commercial Agreement between the Company and Smiles Fidelidade S.A. (“Smiles”) on December 28, 2012.

the Company’s financial statements for the first quarter of 2019, with special review by EY; accordingly, one copy of the financial statements, duly approved and initialed by the chairman and the secretary of the meeting, will be filed with the Company’s head office and disclosed on the due date;
 

homologation of the capital increase within the Company’s authorized capital, in the amount of R$511,992.80, upon issuance of 140,896 preferred shares, all nominative with no par value, as a result of the exercise of stock purchase options granted under the Company’s Stock Purchase Option Plan; these shares are identical to existing shares and, under the terms of the Stock Purchase Option Plan, will be entitled to the same rights granted to the other shares of the same kind, including the receipt of dividends and interest on capital: (ii.a) exclusion of the preemptive rights of current shareholders of the Company upon the subscription to new preferred shares, in conformity with the provisions in Article 171, §3, of Law No. 6404, dated December 15, 1976, as amended; and (ii.b) the total issue price was set at R$511,992.80, in accordance with the Stock Purchase Option Plan.
 

As a result of the foregoing, in this item “ii”, the Company’s capital stock shall be increased from R$3,102,819,211.49 to R$3,103,331,204.29, represented by 3,131,888,874 shares, of which 2,863,682,710 are common shares and 268,206,164 are preferred shares, all nominative with no par value;
 

with the CPF/MF under nº 663.964.337-53; and (3) Natan Szuster, Brazilian, married, accountant, holder of Identity Card RG no. 2.964.224, issued by the DETRAN/RJ, and enrolled with the CPF/MF under no. 388.585.417-15; all of them domiciled at Praça Comandante Linneu Gomes, S/N, Portaria 3, Jardim Aeroporto, in the city of São Paulo, state of São Paulo, CEP 04626-020;
 

grant by the Company of a corporate guarantee of obligations of GLA under a certain Derivatives Contract with JPMorgan, in the amount of up to US$10,000,000.00;
 

execution of two credit agreements, among the Company, GLA, CA-CIB and Ex-Im Bank, in the amount of up to US$11,000,000.00 each, to finance maintenance services and the installation of wi-fi kits on GLA’s aircraft engines (“Credit Agreements”);
 

execution of two guaranty agreements, among the Company, CA-CIB and Ex-Im Bank, providing for the Company’s guarantee of GLA’s obligations under the Credit Agreements and the related promissory notes (“Guaranty Agreements”);
 

execution of two Borrower Indemnity Agreements and Fee Letters setting forth the Company’s direct obligations relating to financing agreements for maintenance services and the installation of wi-fi kits on GLA’s aircraft engines;
 

execution of any other agreements, commitments or documents relating to the financing of maintenance services and the installation of wi-fi kits on GLA’s aircraft engines, guaranteed by Ex-Im Bank, mentioned in items “v” “vi” and “vii” above;
 

execution of guaranty agreement(s) in connection with the financing of the pre-delivery payment for aircraft acquisitions, among the Company, GAC, JPMorgan and Ex-Im Bank, in the amount of up to US$22,000,000.00;
 

execution of guaranty agreement(s) in connection with the financing of the pre-delivery payment for aircraft acquisitions, among the Company, GAC, CA-CIB and Ex-Im Bank, in the amount of up to US$33,000,000.00;
 

Bank, mentioned in items “ix” and “x” above;
 

issuance by the Company of up to 56,054,019 subscription warrants for preferred shares, registered and nominative, with no par value and no voting rights, except as provided for in the Company's bylaws (“Warrants”). The Warrants will have the following main features and conditions, which are further described in the template of Warrant Certificate in Exhibit I hereto and with the content in Exhibit II hereto:
 

Purchase Price. The purchase price of each Warrant is R$13.04 ("Subscription Price"), which is the average of Brasilpar Serviços Financeiros Ltda.’s assessments, taking into consideration the Warrant’s exercise term of five years.

Payment of the Subscription Price must be in cash in Brazilian reais on the subscription date, upon deposit of funds representing the subscription value of the Warrants, according to the amount obtained by multiplying the amount of Warrants subscribed to by the Subscription Price.
 

Form and Custody. The Warrants will be registered in book-entry form and kept in custody with Itaú Corretora.
 

Preemptive Rights. Holders of the Company’s shares as of May 2, 2019 ("Registration Date") will be assured the preemptive right to subscribe to the Warrants, pursuant to the sole paragraph of Article 77 and paragraph 1, sub-item “b”, of Article 171 of Law No. 6,404/76 and pursuant to the terms set forth in the Notice to Shareholders to be disclosed by the Company on April 27, 2019.

Any shares of the Company acquired on or after May 3, 2019 will not be entitled to the preemptive right to subscribe to the Warrants.

Holders of the Company’s preferred shares will be entitled to subscribe to 0.160142595 Warrant for each one preferred share held as of the Registration Date. Holders of the Company’s common shares will be entitled to subscribe to 0.004575503 Warrant for each one common share held as of the Registration Date.
 

and subscription period of the remaining Warrants indicated in the Notice to Shareholders.

The members of the Board of Directors stated that the Company’s controlling shareholder, Fundo de Investimento em Participações Volluto Multiestratégia Investimento no Exterior (“FIP Volluto”), and MOBI Fundo de Investimento em Ações will assign their respective preemptive rights to subscribe to the Warrants to GOL Equity Finance, which, in turn, expressed its commitment to subscribe to the totality of the Warrants to which it is entitled.

The Company’s shareholders must express their interest in the reserve of the unsubscribed shares in the corresponding subscription form.

Partial subscription to the Warrants will be allowed provided that at least 34,074,063 of the total Warrants issued are subscribed to, which requirement is fulfilled considering GOL Equity Finance’s subscription commitment and the Company’s authorized capital on the exercise date of the Warrants informed above. Shareholders must opt to condition their decision in the subscription order, pursuant to the terms set forth in the Notice to Shareholders.
 

authorization for the Company’s officers to take any and all appropriate measures and to perform any and all acts and sign all documents necessary or convenient for the issuance of the Warrants and implementation of the other acts approved in item “xi”, including, but not limited to, signing the documents required for its formalization and carrying out the publications required by law and authorizing the cancellation of the Warrants that are not subscribed to;
 

designation of KPMG Auditores Independentes (“KPMG”) as the Company’s external independent auditor; and
 

authorization for the Company’s officers to take all measures necessary to implement the readjustment to the tariff in the terms and conditions established in the Miles and Tickets Purchase and Sale Commercial Agreement between the Company and Smiles on December 28, 2012.

GENERAL CHARACTERISTICS OF THE WARRANTS
 

Warrant Issuance. Each Warrant was issued by the Company pursuant to approval granted by the meeting of the Board of Directors held on April 26, 2019 and may be subscribed to by shareholders of the Company (“Holder”) by payment of the subscription price of R$13.04, pursuant to Article 77 of Law No. 6,404/76.
 

Type and Number of Warrant Shares. Each Warrant grants the Holder the right to subscribe and pay-in to one new preferred share (subject to adjustment as set forth below) (“Warrant Share”), without the need for any other formality, except as expressly set forth herein, representing an initial conversion ratio of 1:1 (i.e., one Warrant Share per each Warrant) (the “Conversion Ratio”). The Conversion Ratio shall be adjusted in accordance with item 5 below, in the event of any Adjustment Event.
 

Characteristics of the Preferred Shares.

priority over common shares in the capital reimbursement, in case of the Company’s liquidation, in the total amount for each preferred share corresponding to the division of the Company’s capital stock by the total number of shares issued by the Company, multiplied by 35;
 

the right to be included in any public offering resulting from disposition of control, under the same conditions and at the price paid for each share equivalent to 35 times the price for each common share paid to the selling controlling shareholder (as defined in the regulations of Corporate Governance Level 2 of the B3 S.A. - Brasil, Bolsa, Balcão, "Regulation" and "B3", respectively);
 

the right to receive dividends in the rate of 35 times the value of dividends paid to each common share; and
 

amount attributed to each common share at the time of distribution of any remaining funds attributable to the Company’s shareholders.

EXERCISE OF THE WARRANT
 

Exercise Period. The right of each Warrant shall be exercisable by the Holder at any time beginning on May 8, 2019, and ending on June 30, 2024 (“Exercise Period”).
 

Warrant Exercise. The right of each Warrant will only be exercisable by the Holder once, with regards to the totality (and no less than the totality) of the Warrant Shares. The Holder shall exercise irrevocably and irreversibly its rights under each Warrant upon delivery of a written notice to the Company, within the Exercise Period (“Exercise Notice”).

Warrant Cancellation. The Warrant shall be automatically cancelled if the Holder fails to exercise the Warrant within the Exercise Period.
 

Exercise Price. The exercise price of the right of each Warrant per Warrant Share shall initially be R$39.24 and may be adjusted from time to time as set forth below (as adjusted, the “Exercise Price”). The Exercise Price may be paid by the Holder in cash or by assignment of credits against the Company, including any indebtedness guaranteed by the Company.
 

SUBSCRIPTION TO THE WARRANT SHARE
 

Subscription to the Warrant Share. In the event that the Holder delivers a valid and timely Exercise Notice to exercise its subscription right under a Warrant, the Holder shall subscribe the Warrant Shares within five business days counted as of the delivery of the Exercise Notice, and shall pay the Exercise Price upfront, simultaneously with the subscription act (“Subscription Date”). The Company shall provide to the Holder, directly or throughout the bookkeeper of the Company’s shares, any forms or other documents that may be required for subscription to the Warrant Shares.
 

Delivery of the Warrant Shares. The Warrant Shares will be delivered to the Holder within five business days counted from the Subscription Date by the bookkeeper of the Company’s shares, provided that the Holder shall deliver all supplemental documentation required by the bookkeeper for this purpose.
 

Characteristics of Warrant Shares. The Warrant Shares shall have the same political and economic rights and the same advantages and benefits attributed to the Company’s preferred shares on the date of issuance of the Warrant Shares.
 

Capital Remuneration. The Warrant Shares, when issued, shall be entitled to receive in full any dividends or interest on equity capital (or other remunerations), and any other remuneration on capital which may be declared by the Company as from the date of the issuance of the Warrant Shares, and to all rights and benefits attributed to the Company’s shareholders, on the same terms and conditions applicable to the Company’s other preferred shares as from the issuance date of the Warrant Shares.

(i)  First Adjustment Event. If the Company performs any (a) issuance of preferred shares as a dividend or distribution on the preferred shares; or (b) splits or combinations of the preferred shares, the Exercise Price shall be adjusted based on the following formula:

EP₁ = EP₀  ×

PN₀

PN₁

“EP₁”

means the adjusted Exercise Price, in force immediately after the date that the preferred shares start to be traded ex-rights due to the Adjustment Event or the date on which the preferred shares start to be traded in the normal course reflecting a split or combination of preferred shares, as the case may be;

“EP₀”

means the adjusted Exercise Price, in force immediately before the date that the preferred shares start to be traded ex-rights due to the Adjustment Event or the date on which the preferred shares start to be traded in the normal course reflecting a split or combination of preferred shares, as the case may be;

“PN₀”

means the number of preferred shares existing immediately before the date that the preferred shares start to be traded ex-rights due to the Adjustment Event or the date on which the preferred shares start to be traded in the normal course reflecting a split or combination of preferred shares, as the case may be, excluding the effects of the Adjustment Event;

“PN₁”

means the number of preferred shares existing immediately after the date that the preferred shares start to be traded ex-rights due to the Adjustment Event or the date on which the preferred shares start to be traded in the normal course reflecting a split or combination of preferred shares, as the case may be, considering the effects of the Adjustment Event.

(ii) Second Adjustment Event. If the Company (a) issues preferred shares, Warrants for subscription to preferred shares or other securities convertible into or exchangeable for preferred shares; or (b) grants options for the acquisition of preferred shares, which in any case guarantee the right to holders of preferred shares to subscribe to or purchase new preferred shares (y) within a period of up to 45 days as of the reference date that identifies the Holders of preferred shares that may exercise the rights resulting from that issuance or grant, and (z) at a price for each preferred share lower than the average of the Latest Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on the day immediately before the date of the announcement of the Adjustment Event, including divided by the number of preferred shares then represented by one ADS (“Extraordinary Rights”), the Exercise Price shall be adjusted based on the following formula:

EP₁ = EP₀   ×

PN₀ + A

PN₁+ B

“EP₁”

means the adjusted Exercise Price, in force immediately after the date that the preferred shares start to be traded ex-rights due to the Adjustment Event;

“EP₀”

means the adjusted Exercise Price, in force immediately before the date that the preferred shares start to be traded ex-rights due to the Adjustment Event;

“PN₀”

means the number of preferred shares existing immediately before the date that the preferred shares start to be traded ex-rights due to the Adjustment Event;

“A”

means the number of preferred shares equal to (a) the aggregate price payable to exercise such rights, options or warrants, divided by (b) the quotient of (i) the average of the Latest Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants, divided by (ii) the number of preferred shares then represented by one ADS;

“B”

means the total number of preferred shares to be issued or delivered due to the exercise of the rights issued or conferred in the Adjustment Event.

(iii)   Third Adjustment Event. If the Company (a) pays any dividend or distribution in natura for the preferred shares; (b) realizes the redemption or amortization of the preferred shares by delivering property, assets or rights; (c) reduces the capital stock as a result of the delivery of property, assets or rights; the Exercise Price shall be adjusted based on the formula set forth below, provided that such event does not result in (i) an issuance of preferred shares, warrants for the subscription of preferred shares or other securities convertible in, or exchangeable for preferred shares, or grant option for the acquisition of preferred shares that represents an Extraordinary Right; (ii) a dividend or distribution in cash as set forth in item (e) below; or (iii) an Adjustment Event provided in item (d) below:

EP₁ = EP₀ ×

C - FMV

C

“EP₁”

means the adjusted Exercise Price, in force immediately after the date that the preferred shares start to be traded ex-rights due to the Adjustment Event;

“EP₀”

means the adjusted Exercise Price, in force immediately before the date that the preferred shares start to be traded ex-rights due to the Adjustment Event;

“C”

means the average of the Latest Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on the Trading Day immediately before the date that the preferred shares start to be traded ex-rights due to the Adjustment Event, including, divided by the number of preferred shares then represented by one ADS;

“FMV”

means the fair market value (as determined by GLAI’s Board of Directors or a committee thereof) of the shares, properties, assets or rights described in this Adjustment Event and delivered to each Holder of preferred shares on the date that the preferred shares start to be traded ex-rights due to the Adjustment Event.

(iv)   Fourth Adjustment Event. In case the Company performs any of the Adjustment Events described in item (iii) above and such Adjustment Event results in the delivery to the holders of preferred shares of any type or class, or other similar securities issued by or related to a subsidiary of the Company or another business unit of the Company, which are listed or admitted to trading on a national U.S. stock exchange (directly or in the form of ADSs) (“Affiliate’s Shares"), the Exercise Price shall be adjusted based on the following formula:

EP₁ = EP₀  ×

D

FMV + D

“EP₁”

means the adjusted Exercise Price, in force immediately after the end of the Assessment Period (defined below);

“EP₀”

means the adjusted Exercise Price, in force immediately before the end of the Assessment Period (defined below);

“FMV”

means, with regard to the Affiliate’s Shares, the average of the Latest Reported Sale Prices of the Affiliate’s Shares, considering the Affiliate’s Shares received for each preferred share, over the 10 consecutive Trading Day period starting on and including the date that the preferred shares start to be traded ex-rights due to the Adjustment Event (“Assessment Period”);

“D”

means the average of the Latest Reported Sale Prices of the ADSs during the Assessment Period, divided by the number of preferred shares then represented by one ADS.

(v) Fifth Adjustment Event. In case the Company pays any dividend or effects any distribution in cash for the preferred shares, the Exercise Price shall be adjusted based on the following formula:

EP₁ = EP₀   ×

E - F

E

“EP₁”

means the adjusted Exercise Price, in force immediately after the date that the preferred shares start to be traded ex-rights due to the Adjustment Event;

“EP₀”

means the adjusted Exercise Price, in force immediately before the date that the preferred shares start to be traded ex-rights due to the Adjustment Event;

“E”

means the Latest Reported Sale Price of the ADSs on the Trading Date immediately before the date that the preferred shares start to be traded ex-rights due to the Adjustment Event divided by the number of preferred shares then represented by one ADS;

“F”

means the amount in cash for each preferred share distributed by the Company.

(vi)   Adjustment in the Conversion Ratio. Upon the occurrence of any Adjustment Event, simultaneously to the adjustment of the Exercise Price, the Conversion Ratio shall be

CR₁ = CR₀×

EP₀

EP₁

“CR₁”

means the adjusted Conversion Rate, in force immediately after the Adjustment Event;

“CR₀”

means the adjusted Conversion Rate, in force immediately before the Adjustment Event;

“EP₁”

means the adjusted Exercise Price, in force immediately after the Adjustment Event;

“EP₀”

means the adjusted Exercise Price, in force immediately before the Adjustment Event.

Year

Minimum (R$)

Average (R$)

Maximum (R$)

2018

9.31

16.20

25.38

2017

4.51

10.20

15.60

2016

1.16

4.17

8.34

Quarter

Minimum (R$)

Average (R$)

Maximum (R$)

1Q2019

22.81

26.25

30.69

4Q2018

10.61

19.10

25.38

3Q2018

9.31

11.75

14.83

2Q2018

10.18

16.10

23.89

1Q2018

14.60

18.13

21.68

4Q2017

12.44

14.25

15.60

3Q2017

7.36

10.61

14.09

2Q2017

7.22

8.79

11.25

 Month

Minimum (R$)

Average (R$)

Maximum (R$)

Mar/19

25.15

27.34

30.69

Feb/19

24.92

27.50

28.91

Jan/19

22.81

24.05

25.63

Dec/18

18.40

22.57

25.38

Nov/18

19.25

20.5

22.08

Oct/18

10.61

15.07

18.41

Year

Date

Issuance Price

2019

February 27

R$4,588,828.65

2018

December 21

R$5,491,473.91

2018

October 31

R$166,634.62

2018

August 1

R$2,472,026.37

2018

May 8

R$5,798,532.45

2018

January 11

R$1,499,719.17

2017

December 13

R$22,620.00

2017

October 17

R$1,492,101.91

2017

August 8

R$1,177,740.71

2016

Not applicable