SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the month of
March 2021
(Commission File
No. 001-32221)
GOL LINHAS AÉREAS
INTELIGENTES S.A.
(Exact name of registrant
as specified in its charter)
GOL INTELLIGENT
AIRLINES INC.
(Translation of
registrant’s name into English)
Praça Comandante
Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of registrant’s
principal executive offices)
Indicate by check mark
whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check
mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
GOL LINHAS AÉREAS INTELIGENTES S.A.
(Company)
CNPJ/ME No. 06.164.253/0001-87
NIRE 35.300.314.441
MINUTES OF THE EXTRAORDINARY SHAREHOLDER’S
MEETING
HELD ON MARCH 24, 2021
1.
DATE, TIME AND PLACE:
March 24, 2021, at 2 p.m., at Praça Comte. Linneu Gomes, S/N, Portaria 3 – Meeting Room of the Board of Directors,
Jardim Aeroporto, São Paulo – SP.
2.
CALL NOTICE:
The call notice was published on March 16, 17 and 18, 2020 in Diário Oficial do Estado de São Paulo, on pages 77,
139 and 121, respectively, and on March 16, 17 and 18, 2020 in Valor Econômico, on pages B11, C5 and B5, respectively.
3.
ATTENDANCE:
Shareholders representing more than 2/3 of the voting capital stock of the Company, in accordance with the signatures in the “Shareholders’
Attendance Book”. The attendance of Mr. Rodrigo Nigrin and Mrs. Márcia Calmon, representatives of Apsis Consultoria
e Avaliações Ltda., was recorded.
4.
BOARD:
Chairman: Mr. Constantino de Oliveira Junior, Secretary: Mr. Luiz Octavio Duarte Lopes.
5.
AGENDA: (i)
approving the Protocol and Justification (“Protocol and Justification”) to be executed between the management
of the Company, Gol Linhas Aéreas S.A., a privately-held company, enrolled with the Corporate Taxpayers’ Registry
(CNPJ/ME) under No. 07.575.651/0001-59, headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Praça Senador
Salgado Filho, S/N, Aeroporto Santos Dumont, ground floor, public area, between hubs 46-48/O-P, (“GLA”) and
SMILES Fidelidade S.A., a publicly-held company, enrolled with the Corporate Taxpayers’ Registry (CNPJ/ME) under No. 05.730.375/0001-20,
headquartered in the city of Barueri, state of São Paulo, at Alameda Rio Negro, 585, bloco B, 2nd floor, Alphaville, 06454-000
(“SMILES”), setting forth the terms and conditions of the corporate reorganization, whose acts and events are
connected and interdependent, in accordance with which shares issued by SMILES will be merged by GLA, and shares issued by GLA
will be merged by the Company. As a result, the Company will become the indirect holder of all shares issued by SMILES, combining
the operations and shareholder bases of the Company and SMILES (“Reorganization”); (ii) ratifying the
appointment of expert company Apsis Consultoria e Avaliações Ltda., enrolled with the Corporate Taxpayers’
Registry (CNPJ/ME) under No. 08.681.365/0001-30 and CRC/RJ No. 005112/O-9, headquartered in the city of Rio de Janeiro, State of
Rio de Janeiro, at Rua do Passeio, 62 / 6th floor, as responsible for the preparation of the appraisal report on the economic value
of the equity of GLA, for purposes of the merger of shares issued by GLA by the Company (“Appraisal Report of GLA Shares”).
(iii) approving the Appraisal Report of GLA Shares; (iv) approving the proposed Reorganization, in accordance with
the Protocol and Justification. (v) authorizing, as a result of the Merger of the GLA Shares, GOL’s capital increase,
to be subscribed for and paid by the members of management of GLA, and subsequent amendment to its bylaws (once the final number
of shares has been determined, depending on the swap ratio to be elected by SMILES shareholders, and, therefore, the final number
of GOL shares to be issued as a result of the Merger of GLA Shares), including the authorization of the Board of Directors to determine,
at the time of consummation of the Reorganization, the exact number of shares to be issued, as well as the amounts to be allocated
to the capital stock and the capital reserve; and (vi) approving the creation of preferred shares and redeemable preferred
shares issued by the Company.
6.
RESOLUTIONS:
Before starting the meeting, the President clarified that SMILES’ Extraordinary Shareholder’s Meeting was suspended
due to requests from its shareholders’. Accordingly, as the Reorganization is carried as a single
and interdependent legal transaction, the President informed that the present Meeting would be equally suspended. The Meeting was
resumed at 6 p.m. The President also clarified that, according to the provisions of item 1.1.1 of the
Protocol and Justification, Gol increased the number of shares to be received by Smiles shareholders, in a way that Smiles shareholders
will receive for each common share issued by SMILES that they own:
I) an amount in Brazilian currency of R$9.14,
adjusted as provided in the Protocol and Justification; and (b) 0,6601 preferred share issued by GOL, adjusted as provided for
in the Protocol and Justification (“Base Exchange Ratio”); or
II) an amount in Brazilian currency of R$22.54,
adjusted as provided for in the Protocol and Justification; and (b) 0,1650 preferred share 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”).
Then the following resolutions were taken, the abstentions
being recorded in each case, having authorized the drawing up of these minutes in summary form and their publication with omission
of the signatures of the shareholders, as provided for in art. 130, §§ 1 and 2, of the Brazilian Corporation Law:
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6.1.
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To approve without reservations, by unanimous vote of the voting shareholders, without abstentions
and votes against, with 2,863,682,675 votes in favor, corresponding to 91.26% of the Company’s Share Capital, the Protocol
and Justification, which establishes the terms and conditions of the Reorganization, an integral part of this minute as Exhibit
I, consequently authorizing the Company's managers to enter into the Protocol and Justification.
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6.2.
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To ratify, without reservations, by unanimous vote of the shareholders present, without abstentions
and votes against, with 2,869,345,418 votes in favor, corresponding to 91.44% of the Company’s share capital, the hiring
of Apsis, as responsible for the elaboration of the elaboration of GLA Share Valuation Report.
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6.3.
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To approve without reservations, by unanimous vote of the shareholders present, without abstentions
and votes against, with 2,869,345,418 votes in favor, corresponding to 91.44% of the Company’s share capital, GLA Share Valuation
Report, which determined the economic value of the shares issued by GLA to be merged by the Company, already considering the effects
of the redemption of the preferred shares of GLA and the merger of shares of SMILES by GLA, in accordance with the Protocol and
Justification, it being stated that the representative of APSIS, present at the Meeting, was available to provide all necessary
clarifications with respect to the said report.
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6.4.
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To approve without reservations, by unanimous vote of the voting shareholders, without abstentions
and votes against, with 2,863,682,675 votes in favor, corresponding to 91.26% of the Company’s share capital, the Reorganization,
under the terms of the Protocol and Justification, including, specifically, the merger of the GLA shares by the Company (“Merger
of the GLA Shares”), delegating to the management of the Company the practice of any acts additional steps that are necessary
for the implementation and formalization of the Reorganization
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6.4.1.
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To state that, in order to comply
with the provisions of art. 264 of the Brazilian Corporate Law, Apsis was hired by GLA to prepare the appraisal report on the net
assets of GLA and the Company (with base date of September 30, 2020), both adjusted to market prices and by the same criteria.
In view of the negative value of shareholders' equity at the market price of GLA and the Company, it was not possible to determine
an exchange ratio, as described in the said report.
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6.4.2.
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To state that, pursuant to articles
137 and 252, paragraph 2, of the Brazilian Corporation Law, the Merger of GLA Shares will entitle the holder to withdraw shares
issued by the Company. The right to withdrawal will be guaranteed to shareholders who abstained from voting or who did not attend
this Extraordinary General Meeting, and who expressly express their intention to exercise the right of withdrawal, within a deadline
to be disclosed in due course.
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6.4.3.
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To state that, considering that the
Company's shareholders' equity calculated both by the methodology of article 45 of the Brazilian Corporate Law (without prejudice
to the right to draw up a special balance sheet), and by the methodology of article 264 of the Brazilian Corporate Law, resulted
in a negative amount, the reimbursement amount to dissenting shareholders is equal to zero. The exercise of the right to withdraw
will be, exclusively, over the totality of the shares, therefore, it is not allowed to exercise over part of the shares held by
the dissenting shareholder.
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6.5.
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To approve, without reservations, by unanimous vote of the voting shareholders, without abstentions
and votes against, with 2.863.682.675 votes in favor, corresponding to 91,26% of the Company's share capital the increase in the
Company’s share capital, to be subscribed and paid in by the GLA's managers, for the benefit of its shareholders, an increase
that will be effected through the issuance of the final number of the Company’s shares per share of the GLA , as objectively
determined by items 2 and 3 of the Protocol and Justification.
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6.5.1.
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Consign that the shares of the Company
to be issued due to the capital increase provided for in item 6.5 above, after the consummation of the Reorganization, (i) will
be paid up with the version of the GLA shares for the Company; and (ii) delivered to former SMILES shareholders, observing the
exchange ratio options established in the Protocol and Justification.
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6.5.2.
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Consign that any fractions of common
shares of the Company resulting from the Merger of GLA Shares will be grouped in whole numbers to be subsequently sold in the spot
market managed by B3 after the consummation of the Reorganization, pursuant to the terms of the Notice to Shareholders, to be disclosed
in due time. The amounts earned on said sale will be made available net of fees to former SMILES shareholders holding the respective
fractions, in proportion to their participation in each share sold.
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6.5.3.
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Consign that the Company's Board of
Directors, once the final number of shares of the Company to be issued is defined, in accordance with the Protocol and Justification,
register and disclose such number and, consequently, the number of shares into which the share capital will be divided of the Company,
so that the corresponding amendment to the caput of Art. 5 of the Company's Bylaws will be submitted to the first general shareholders'
meeting to be held after said registration.
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6.6.
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To approve, without reservations, by unanimous vote of the voting shareholders, without abstentions
and votes against, with 2.863.682.675 votes in favor, corresponding to 91.26% of the Company’s share capital, the creation
of preferred shares and redeemable preferred shares issued by the Company. Accordingly, paragraph 9 will be added to article 5
of the Bylaws, with the following redaction:
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“§9º - The Company may
issue class B and C preferred shares, which will have the same rights described in paragraph 3 above and will be automatically
redeemed after their issue without the need, therefore, for a Special Meeting. The redemption amount will be as follows: (i) R$9.14
per redeemable class B redeemable preferred share; and (ii) R$22.54 per class C redeemable preferred share redeemed. When the class
B and C preferred shares are issued, the preferred shares currently issued by the Company will automatically be called class A
preferred shares and when the class B and C preferred shares are redeemed, the class A preferred shares will automatically return
to have the current denomination.”
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6.7.
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To state that the Company's Fiscal Council issued, in February 9, 2021, a favorable opinion for
the approval of the Company's Management Proposal regarding the Reorganization object of the Protocol and Justification.
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6.8.
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In addition, the Company's Management is authorized to perform all necessary acts for the conclusion
of the Reorganization approved.
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6.9.
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Finally, to state that the resolutions approved in items 6.1 to 6.7 above are part of a single
and interdependent transaction, with the premise that each of the stages of the Reorganization provided for in the Protocol and
Justification is not effective, individually, without the others also being so. Accordingly, if the SMILES Shareholder’s
Extraordinary General meeting rejects any of the matters related to the Reorganization, the matters approved at this meeting will
not take effect.
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7.
MINUTES AND PUBLICATIONS:
The shareholders in attendance authorized the drafting of these minutes in summary form, pursuant to Article 130 of Law No. 6,404/76,
as amended. The shareholders in attendance also unanimously approved the proposal to publish these minutes without the signatures
of the shareholders in attendance.
8.
APPROVAL AND SIGNATURE OF THE MINUTES:
As none of the shareholders took the floor, the meeting was adjourned for the time required to draft these minutes. Once the session
was reopened, these Minutes were read and, once approved, were signed by those present, having
been considered signatories to the Minutes, pursuant to Article 21-V, § 1, of ICVM 481/09, the shareholders who registered
their presence in the electronic digital participation system made available by the Company.
SHAREHOLDER’S IN ATTENDANCE:
___________________________________
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; COLLEGE
RETIREMENT EQUITIES FUND; EATON VANCE RICHARD BERNSTEIN EQUITY STRATEGY FUND; FIDELITY SALEM STREET TRUST: FIDELITY TOTAL INTERNATIONAL
INDEX FUND; GAM MULTISTOCK; IBM 401(K) PLUS PLAN; JAPAN TRUSTEE SERVICES BANK, LTD. RE: RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND;
JOHN HANCOCK FUNDS II EMERGING MARKETS FUND; KAISER PERMANENTE GROUP TRUST; NORGES BANK; NTGI - QM COMMON DAILY ALL COUNTRY WORLD
EX-US INVESTABLE MARKET INDEX FUND – LENDING; PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND; PUBLIC EMPLOYEES RETIREMENT ASSOCIATION
OF NEW MEXICO; SPDR PORTFOLIO MSCI GLOBAL STOCK MARKET ETF; SPDR S&P EMERGING MARKETS ETF; SPDR S&P EMERGING MARKETS FUND;
SSGA SPDR ETFS EUROPE I PLC; STATE STREET GLOBAL ADVISORS TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS; STATE
STREET GLOBAL ADVISORS TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT; ETIREMENT PLANS - STATE STREET MSCI EMERGING MARKETS SMALL
CAP INDEX SECURITIES LENDING FUND; STATE STREET GLOBAL ALL CAP EQUITY EX-U.S. INDEX PORTFOLIO; STATE STREET MSCI EMERGING MARKETS
SMALL CAP INDEX NON-LENDING COMMON TRUST FUND; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF NIKKO BRAZIL EQUITY MOTHER FUND;
TIAA-CREF QUANT INTERNATIONAL SMALL-CAP EQUITY FUND; VANGUARD INVESTMENTS FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX FUND; VANGUARD
TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; CAPITAL INTERNATIONAL FUND; PUBLIC EMPLOYEES
RETIREMENT SYSTEM OF OHIO; VANGUARD ESG INTERNATIONAL STOCK ETF; VANGUARD FIDUCIARY TRUST COMPANY INSTITUTIONAL TOTAL INTERNATIONAL
STOCK MARKET INDEX TRUST (represented by Lívia Beatriz Silva do Prado); and FUNDO DEINVESTIMENTO EM PARTICIPAÇÕES
VOLLUTO; CONSTANTINO DE OLÍVEIRA JÚNIOR; HENRIQUE CONSTANTINO; JOAQUIM CONSTANTINO NETO; RICARDO CONSTANTINO (represented
by Luiz Octavio Duarte Lopes).
I certify that it matches the original as written in
the proper book.
São Paulo, March 24, 2021.
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___________________________________
Constantino de Oliveira Junior
Chairman
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___________________________________
Luiz Octavio Duarte Lopes
Secretary
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: March 24, 2021
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GOL LINHAS AÉREAS INTELIGENTES S.A.
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By:
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/s/ Richard F. Lark, Jr.
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Name: Richard F. Lark, Jr.
Title: Investor Relations Officer
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