GOL announces Material Fact – Corporate Reorganization of Controlled Companies

GOL Linhas Aéreas Inteligentes S.A. («GLAI»), (NYSE: GOL and B3: GOLL4), Brazil’s #1 airline, in compliance with the provisions in §4 of article 157 of Law no. 6404, dated December 15, 1976, as amended («Corporations Act») and in CVM Instruction no. 358/2002 («ICVM 358»), hereby informs that, as described in a Material Fact that was disclosed by Smiles S.A. («Smiles») on this date, with the purpose of optimizing and simplifying the organizational structure of the GOL Group, allowing accounting and tax savings arising out of the accrued loss carryforwards, the managements of Smiles and of Webjet Participações S.A. («Webjet») have jointly proposed a corporate reorganization to be implemented through the merger of Smiles into Webjet («Merger»), under the terms of the Protocol and Justification of Merger of Smiles into Webjet entered into as of this date («Protocol of Merger»).

The Merger will be submitted for approval to the shareholders (a) of Smiles, at a Extraordinary Shareholders’ Meeting to be held on June 30, 2017, and (b) of Webjet, at a Extraordinary Shareholders’ Meeting to be held on July 1, 2017, in such manner that, if the Merger is approved by Smiles’ shareholders, GOL Linhas Aéreas S.A. («GOL»), Webjet’s sole shareholder, is undertaken to approve the Merger at the Extraordinary Shareholders’ Meeting of Webjet…

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