Material Fact - New Corporate Reorganization proposed by GOL to be submitted to SMILES's Minority Shareholders

SÃO PAULO, Dec. 9, 2019 /PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. ("GOL" or "Company"), (NYSE: GOL and B3: GOLL4), Brazil's #1 domestic airline, hereby informs that, on the date hereof, jointly with Gol Linhas Aéreas S.A. ("GLA"), it sent a letter ("Letter") to Smiles Fidelidade S.A. (B3: SMLS3) ("SMILES" and, jointly with GOL and GLA, the "Group") communicating its proposal for a corporate reorganization of the Group, to be submitted to SMILES's minority shareholders, as detailed below ("Reorganization").

The Reorganization will be subject to approval of its terms and conditions by the majority of the holders of outstanding shares of SMILES. Therefore, (i) the Reorganization's terms and conditions, as set out in the Letter and described below, will not be subject to negotiation with SMILES's management and (ii) an independent special committee of SMILES will not be established, as provided in CVM Opinion (Parecer de Orientação) No. 35/2008. GOL also informs that it does not intend to migrate its shares to the Novo Mercado listing segment of the B3 S.A. – Brasil, Bolsa, Balcão, on which SMILES common shares trade, and, therefore, the Reorganization will also be subject to approval by SMILES's minority shareholders as provided in the sole paragraph of article 46 of the Novo Mercado's Regulation.

The Reorganization, once implemented, will result in the migration of SMILES's shareholder base to GOL. In accordance with the Reorganization's proposed terms, each common share of SMILES will be entitled, at the end of the Reorganization, to: (a) 0.6319 preferred shares of GOL ("GOL Preferred Shares") and R$16.54 (based on the redemption amount of redeemable preferred shares, as described below) ("Base Swap Ratio"); or, alternatively, (b) 0.4213 GOL Preferred Shares and R$24.80 (based on the redemption amount of redeemable preferred shares), at the discretion of SMILES's shareholders which, in that case, shall exercise the option described in item 3 below ("Optional Swap Ratio").

The Reorganization includes the following steps, which will be implemented simultaneously and interdependently:

(i)  merger of SMILES common shares by GLA, with GLA's issuance of common shares ("GLA Common Shares") and redeemable preferred shares ("GLA Redeemable Preferred Shares") to SMILES shareholders, as described below ("Merger of SMILES Shares");

(ii)  merger of GLA shares by GOL, with GOL's issuance of GOL Preferred Shares and redeemable preferred shares ("GOL Redeemable Preferred Shares") to GLA shareholders, as described below ("Merger of GLA Shares"); and

(iii)  redemption of GLA Redeemable Preferred Shares and GOL Redeemable Preferred Shares, with payment in cash based on the redemption of GOL Redeemable Preferred Shares to SMILES shareholders to be made on the settlement date of the Reorganization.

This material fact notice does not constitute an offer to sell, buy or exchange, or a solicitation of an offer to sell, buy or exchange, any security described herein, and no offer, sale, purchase or exchange of any such security will occur in any jurisdiction in which such offer, sale, purchase or exchange would be unlawful without prior registration or exemption pursuant to the applicable securities laws of such jurisdiction. In particular, any offer, sale, purchase or exchange will be made pursuant to registration under the U.S. Securities Act of 1933 ("Securities Act") or pursuant to an exemption from registration or a transaction not subject to the registration requirements of the Securities Act.

The full material fact can be found on GOL's IR website: www.voegol.com.br/ir

CONFERENCE CALL AND WEBCAST

Call: December 9, 2019, 7:30 a.m. (US EDT), Phone: +1 (412) 317-6382, Code: GOL

Webcast: http://webcastlite.mziq.com/cover.html?webcastId=07681198-8d6a-4543-8dd4-0b0aa4fc0821

Contact: Investor Relations: ri@voegol.com.br, +55 (11) 2128-4700

Media Relations: Becky Nye, bnye@montiethco.com, +1 646 864 3517

About GOL Linhas Aéreas Inteligentes S.A. (www.voegol.com.br): Brazil's premier airline group with three main businesses: passenger transportation, cargo transportation and coalition loyalty program.

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SOURCE GOL Linhas Aéreas Inteligentes S.A.