GOL to submit new management proposal to shareholders

GOL has come up with a restructured plan for the airline’s corporate structure and corporate governance – which it is referring to as the Transaction – in a bid to improve its capacity to raise equity capital, a response to its significant capital expenditure over the past five years.The Transaction, which will be submitted to the company’s shareholders, suggests passing amendments to GOL’s bylaws. The proposed amendments would allow the airline to issue more preferred shares without issuing common shares at the same time, as the transfer and ownership of common shares are subject to restrictions under Brazilian airline industry laws and regulations.GOL wants to increase economic rights of preferred shares in the ratio of 35:1 and split common shares in the same ratio, with both steps being together economically neutral to shareholders.The airline’s further recommendations include improving corporate governance and strengthening the alignment of interests among shareholders, which, depending on the percentage of economic rights held by the Controlling Shareholder, may include the representation of preferred shareholders on the Board of Directors and a separate vote for preferred shareholders in Extraordinary Meetings on certain matters, as detailed in the Bylaws.Finally, GOL has outlined the desire to restrict the sale of shares held by the Controlling Shareholder, also known as the “Controlling Shareholder Lock-Up,” and create an obligation to launch a public tender offer for all shares if any person acquires 30% or more of the company's economic rights.

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