GOL announces Material Fact
GOL Linhas Aéreas Inteligentes S.A. (NYSE: GOL and B3: GOLL4), ("GOL" or "Company") in compliance with the provisions on paragraph 4, Article 157 of Law no. 6.404, of December 15, 1976, as amended, and in CVM Rule No. 358/2002, announces, within the scope of the reorganization disclosed in the Material Fact on February 12, 2021, that, if implemented, will result in the migration of the SMILES Fidelidade S.A. ("SMILES") shareholder base to GOL ("Reorganization"), and as permitted under Section 1.1.1 of the Reorganization's Protocol and Justification, its decision to increase the consideration offered to the shareholders of SMILES, that represents an implicit price of R$27 per share paid to SMILES' shareholders, so that, should the Reorganization be approved in the extraordinary general meetings of GOL and SMILES, shareholders of SMILES will receive, for each common share issued by SMILES that they own:
I) (a) an amount in Brazilian currency of R$9.14, adjusted as provided in the Protocol and Justification; and (b) 0.6601 preferred shares issued by GOL, adjusted as provided for in the Protocol and Justification (Base Exchange Ratio); or
II) (a) an amount in Brazilian currency of R$22.54, adjusted as provided for in the Protocol and Justification; and (b) 0.1650 preferred shares issued by GOL, at the discretion of the SMILES shareholders that, in the latter case, must exercise the option as described in Section 3 of the Protocol and Justification (Optional Exchange Ratio).
GOL clarifies that all other conditions contained in the February 12, 2021 Material Fact and in the Protocol and Justification remain unchanged.