GOL Gol Linhas Aereas Inteligentes SA

GOL LINHAS AÉREAS INTELIGENTES S.A.

(Publicly-held Company)

CNPJ/MF nº 06.164.253/001-87

NIRE 35.300.314.441

MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING

HELD ON APRIL 20, 2017

I. DATE, TIME AND PLACE : Upon first call, on April 20, 2017, at 10:00 a.m., on Praça Comte. Linneu Gomes, S/N, Portaria 3 – at the Board of Directors’ Meeting Room of Gol Linhas Aéreas Inteligentes S.A. (“ Company ”), in the city of São Paulo, State of São Paulo, Jardim Aeroporto, CEP 04626-020.

II. PRIOR PUBLICATIONS : Call Notice published under the terms of §1 of article 124 of Law nº 6.404, dated December, 15, 1976 (“ Corporations Act ”), in the State of São Paulo Official Gazette on April 04 ^th , 05 ^th and 06 ^th , 2017, respectively on pages 56, 51 and 64, and in Valor Econômico newspaper on 04 ^th , 05 ^th and 06 ^th , 2017, respectively on pages B7, B9 and B6.

III. ATTENDANCE : Shareholders representing 99,99% (ninety nine and ninety nine percent) of the total voting capital stock attended the meeting, as per the signatures appearing in the Shareholders’ Attendance Register. Also, was registered the presence of Mrs. Vanessa Martins Bernardi, representing Ernst & Young Auditores Independentes S.S, as external auditors of the Company and the Mr. Eduardo José Bernardes Neto, Vice-President Officer of the Company.

IV. CHAIRMANSHIP OF THE MEETING: Eduardo José Bernardes Neto – Chairman ; Carla Andrea Furtado Coelho – Secretary.

V. AGENDA: To pass the resolutions on: (1) the approval of the Management accounts, examination, discussion and voting of the Financial Statements, Independent Auditors’ Opinion and other documents for the fiscal year ended on December 31, 2016; (2) deciding about the allocation of the income for fiscal year 2016; (3) establishing the number of members of the Board of Directors of the Company; (4) electing the members of the Board of Directors, under the terms of the Company’s Bylaws; and (5) determining the annual overall compensation of the Directors and Executive Officers for fiscal year 2017.

VI. RESOLUTIONS ADOPTED: After the necessary explanations were provided, and after detailed analysis of the agenda and of the documents pertaining to the matters included in the agenda, the following resolutions were passed at the Annual Shareholders’ Meeting:

(1)    upon presentation of the Financial Statements, the Independent Auditors’ Opinion and other documents referring to the fiscal year ended on December 31, 2016, the management accounts and the financial statements for the fiscal year ended in 2016 were approved, by unanimous vote of the shareholders with voting rights present, as published in the issues of March 17 ^th , 2017, in the State of São Paulo Official Gazette and in Valor Econômico newspaper;

(2)    it was approved, by unanimous vote of the shareholders with voting rights present, the Proposal for Allocation of 2016 Profit, in order to 100% (one hundred percent) of the profit of 2016, R$ 849.619.519,59 (eight hundred and forty nine millions, six hundred and nineteen thousand, and five hundred and nineteen reais, and fifty nine centavos), be used to absorb the accumulated losses, under the article 189 of L.nº 6.404/76;

(3)    it was approved, by unanimous vote of the shareholders with voting rights present, that the Board of Directors shall be made up of 09 (nine) members;

(4)    it was approved, by unanimous vote of the shareholders with voting rights present, the election of the following members of the Board of Directors, who will serve for a term of office of one (1) year from the date of today: (a) CONSTANTINO DE OLIVEIRA JUNIOR , Brazilian, married, businessman, bearer of Identity Card RG no. 929.100, issued by SSP/DF, and enrolled with the CPF/MF under no. 417.942.901-25, appointed as Chairman of the Board of Directors ; (b) JOAQUIM CONSTANTINO NETO , Brazilian, married, businessman, bearer of Identity Card RG no. 17.365.750 SSP/SP, and enrolled with the CPF/MF under no. 084.864.028-40, appointed as Vice-Chairman of the Board of Directors ; (c) ANTÔNIO KANDIR , Brazilian, divorced, engineer, bearer of Identity Card RG no. 4.866.700-6 SSP/SP, and enrolled with the CPF/MF under no. 146.229.631-91; (d) ANDRÉ BÉLA JÁNSZKY , Brazilian, married, lawyer, bearer of Identity Card RG nº 38.409.140-4, issued by SSP/SP, enrolled with the CPF/MF Individual Taxpayer Registry under nº 346.695.188-79; (e) FRANCIS JAMES LEAHY MEANEY , american, married, economist, bearer of National Register of Foreigners nº V218988-N , enrolled with the CPF/MF under nº 054.404.117-80; (f) GERMÁN PASQUALE QUIROGA VILARDO , Brazilian, legally separated, engineer, bearer of Identity Card RG no. 7.354.705-1 IFP/RJ, and enrolled with the CPF/MF under no. 009.943.227-71; (g) RICARDO CONSTANTINO , Brazilian, married, businessman, bearer of Identity Card RG no. 671.071 SSP/DF, and enrolled with the CPF/MF under no. 546.988.806-10; (h) ANNA LUIZA SERWY CONSTANTINO , Brazilian, single, businesswomen, bearer of Identity Card RG nº 2.527.902, issued by SSP/RJ, enrolled with the CPF/MF under nº 340.447.788-09; (i) WILLIAN CHARLES CARROL , North-American, married, accounting, holder of USA passport no. 530727235. The Directors Antônio Kandir, André Béla Jánszky, Francis James Leahy Meaney and Germán Pasquale Quiroga Vilardo are Independent Advisors of the Company, under the terms of the provisions in item 5.3 of the Corporate Governance Differentiated Practices Regulation – Level II of BM&FBOVESPA. The Directors now elected declared, in accordance with the provisions in Article 37, item II of Law no. 8934/94 and in Article 147, paragraphs 1 and 2, of the Corporations Act, not to have been charged for any crime provided for in the Law or included in the legal restrictions which would prevent them from exercising business activities. The instrument of investiture of the directors now elected, with the statements confirming that there is no legal restrictions from them to exercising business activities were duly signed.
There was no appointment of a member to the Board under the terms of Article 141 and its paragraphs of the SA Law. It is also recorded that there were no indication of members of the Board of Directors by holders of preferred shares issued by the Company; and

(5)      it was approved, by unanimous vote of the shareholders with voting rights present, the Proposal for Global Compensation for Director’s and Executive Officers for the fiscal year of 2017, in the amount up of to R$ 20.495.982,00 (twenty millions, four hundred and ninety five thousand, nine hundred and eighty two reais), as proposed by the Management of the Company, to be distributed to the members of the Board of Directors and the Executive Officers of the Company, with due compliance with the applicable laws and the Company’s Bylaws.

VII. MINUTES AND PUBLICATIONS : The minutes of this Annual Shareholders’ Meeting were authorized to be drawn-up in summary form, as set forth in §1 of article 130 of the Corporations Act. Further, by unanimous vote of the present, the proposal for publication of these minutes by omitting the signatures of the shareholders was approved.

VIII. APPROVAL AND SIGNING OF THE MINUTES : The floor was offered to whoever might wish to use it, and since nobody did so, the meeting was adjourned for the necessary time for the drawing-up of these minutes. After the meeting was reopened, these minutes were read, checked and signed by the Chairman and by the Secretary of the meeting.