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.
(Publicly-held Company)
CNPJ/MF No. 06.164.253/0001-87
NIRE 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON FEBRUARY 5, 2019
I. Date, Time and Place: February 5, 2019, at 10:00 a.m., at Gol Linhas Aéreas Inteligentes S.A. (“Company”), Praça Comte. Linneu Gomes, S/N, Portaria 3 - Prédio 7 - Meeting Room of the Board of Directors, Jardim Aeroporto, City and State of São Paulo. II. Calling and Attendance: Call notice on January 29, 2019, pursuant to §1 of Article 19 of the Company’s bylaws, and attendance by all members of the Board of Directors: Constantino de Oliveira Junior, Joaquim Constantino Neto, Ricardo Constantino, William Charles Carroll, Antonio Kandir, Germán Pasquale Quiroga Vilardo, André Béla Jánszky, Anna Luiza Serwy Constantino and Francis James Leahy Meaney. III. Presiding Board: Mr. Constantino de Oliveira Junior was the chairman of the meeting and invited me, Graziela Galli Ferreira Barioni, to act as secretary of the meeting. IV. Agenda: To pass resolutions on the following matters: (i) the offer by Gol Finance (formerly “Gol LuxCo S.A.”) (“Gol Finance”), a subsidiary of the Company, to purchase senior notes it issued due 2022 (“2022 Notes”) (“Tender Offer”); and (ii) the authorization to grant powers to the Company’s Board of Executive Officers to perform any and all acts and sign any and all documents as may be necessary to carry out and conclude the Tender Offer. V. Resolutions: After the necessary explanations were provided and after a detailed review of the documents regarding the matters hereof, the following resolutions were approved by unanimous vote: (i) Gol Finance’s Tender Offer, comprising the payment of up to US$1,010 for each US$1,000 in principal amount of 2022 Notes tendered by holders, plus accrued interest; and (ii) pursuant to resolution “(i)” above, the authorization to grant powers to the Company’s Board of Executive Officers to perform any and all acts and sign any and all documents as may be necessary to carry out and conclude the Tender Offer, including agreements and documents related to the Tender Offer, such as, without limitation, the “Dealer Manager Agreement” and the “Appointment of Agent For Service of Process”, confirming all the acts performed so far by the Company’s Board of Executive Officers relating to the Tender Offer. VI. 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
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meeting, these minutes were read, checked and signed by the attendees. Signatures: Presiding Board: Constantino de Oliveira Junior, as chairman, and Graziela Galli Ferreira Barioni, as secretary. Members of the Board of Directors: Constantino de Oliveira Junior, Joaquim Constantino Neto, Ricardo Constantino, William Charles Carroll, Antonio Kandir, Germán Pasquale Quiroga Vilardo, André Béla Jánszky, Anna Luiza Serwy Constantino and Francis James Leahy Meaney. I hereby certify that this is a faithful copy of the minutes that were drawn-up in the proper book.
São Paulo, February 5, 2019
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Constantino de Oliveira Junior |
Graziela Galli Ferreira Barioni |
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GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
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By: |
/S/ Richard Freeman Lark Junior | |
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Name: Richard Freeman Lark Junior
Title: Investor Relations Officer | ||
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