Loading

Gol Form 6-K

Direct News Source

GOL LINHAS AÉREAS INTELIGENTES S.A.

CNPJ/MF No. 06.164.253/0001-87

NIRE 35.300.314.441

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON FEBRUARY 19, 2020

I. Date, Time and Place: February 19, 2020, at 12:00 p.m., at the headquarters of Gol Linhas Aéreas Inteligentes S.A. ("Company") at Praça Comandante Linneu Gomes, s/nº, Portaria 3, Prédio 7, Meeting Room of the Board of Directors, Jardim Aeroporto, City and State of São Paulo. II. Call Notice and Attendance: Waived pursuant to article 19, paragraph 4, of the Company's bylaws, due to the attendance of all members of the Company's Board of Directors: Mr. Constantino de Oliveira Junior, Mr. Joaquim Constantino Neto, Mr. Ricardo Constantino, Ms. Anna Luiza Serwy Constantino, Mr. André Béla Jánszky, Mr. Antonio Kandir, Mr. Francis James Leahy Meaney and Mr. Germán Pasquale Quiroga Vilardo. III. Presiding Board: Mr. Constantino de Oliveira Junior was the chairman of the meeting and invited me, Melissa Paula dos Santos Silva Sica, to act as secretary of the meeting. IV. Agenda: To pass resolutions on the following matters: (i) call for the Company's Annual General and Extraordinary Shareholders' Meeting; (ii) grant by the Company of a corporate guarantee of the obligations of Gol Linhas Aéreas S.A. ("GLA"), controlled by the Company, under: (ii.a) a certain Aircraft Lease Agreement entered into by GLA and BBAM Aircraft Leasing & Management ("BBAM"), in the amount of up to US$10,080,000; and (ii.b) certain Aircraft Sale-Leaseback Agreements entered into by GLA and Carlyle Aviation Management Limited ("Carlyle"), in the amount of up to US$136,110,000; and (iii) authorization for the officers of the Company to perform any and all acts, agreements and/or instruments and amendments, as necessary or convenient, including, but not limited to, the signing of all documents, related to item "iii" above. V. Resolutions: After the necessary explanations were provided and after a detailed review of the documents regarding the matters hereof, the Company's Board of Directors approved by unanimous vote: (i) call for the Company's Annual General and Extraordinary Shareholders' Meeting, to be held on April 16, 2020, which call notice will be published within the term set forth by law; (ii) execution by the Company of corporate guarantees of GLA's obligations under: (ii.a) an Aircraft Lease Agreement between GLA and BBAM, in the amount of up to US$10,080,000, for one Boeing 737-700 aircraft, with the manufacturer serial number MSN 34295, equipped with two (CFM56-7B22) engines; and (ii.b) certain Aircraft Sale-Leaseback Agreements between GLA and Carlyle, in the amount of up to US136,110,000, for 11 aircraft, as follows: two Boeing 737-700 aircraft, with the manufacturer serial numbers MSN 37608 and MSN 37609; and nine Boeing 737-800 aircraft, with the manufacturer serial numbers MSN 35835; MSN 35836; MSN 35837; MSN 35838; MSN 35843; MSN 35844; MSN 35851; MSN 35852; and MSN 39618; and (iii)authorization for the officers of the Company to perform any and all acts, agreements and/or instruments and amendments, as necessary or convenient, including, but not limited to, the signing of all documents, related to item "iii" above. 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 to draft these minutes. Upon the reopening of the meeting, these minutes were read, checked and signed by the attendees. Signatures: Presiding Board: Constantino de Oliveira Junior - Chairman; Melissa Paula dos Santos Silva Sica - Secretary. Members of the Board of Directors: Constantino de Oliveira Junior, Joaquim Constantino Neto, Ricardo Constantino, Anna Luiza Serwy Constantino, André Béla Jánszky, Antonio Kandir, Francis James Leahy Meaney and Germán Pasquale Quiroga Vilardo. I hereby certify that this is a faithful copy of the minutes that were drawn-up in the proper book.

This press release was sourced from Gol Airlines on 20-Feb-2020.