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
April 2023
(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.
CNPJ/MF No. 06.164.253/0001-87
NIRE 35.300.314.441
Publicly-held Company
BYLAWS
CHAPTER I
NAME, HEADQUARTERS, JURISDICTION, DURATION AND PURPOSE
ARTICLE 1 – Gol Linhas Aéreas
Inteligentes S.A. (“Company”) is a joint stock company governed by the laws and use of commerce, by these By-Laws (“Bylaws”)
and applicable legislation.
1st Paragraph - Upon admission of the Company
in the special listing segment called Level 2 of Corporate Governance (Nível 2 de Governança Corporativa) of the
BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”) (Stock, Commodities and Futures
Exchange), the Company, its shareholders, executive officers and members of the Board of Directors and of the Fiscal Board, when installed,
are bound by the provisions set forth in the Regulation of Level 2 Corporate Governance of BM&FBOVESPA (“Regulation”).
The Company, its management and shareholders will also be bound by the listing and trading rules of the BM&FBOVESPA.
2nd Paragraph - The provisions in the Regulation
shall prevail over the provisions in the Bylaws, in the event of loss to the rights of the investors in public offerings provided for
in these Bylaws.
ARTICLE 2 - The objective of the Company
is to exercise corporate control of VRG Linhas Aéreas S.A. or of its successor at any title, and by means of controlled or affiliate
companies, to exploit: (a) regular and non-regular air transportation services of passengers, cargo and mail bags, nationally or internationally,
according to the concessions granted by the competent authorities; (b) complementary activities of chartering air transportation of passengers,
cargo and mail bags; (c) the rendering of maintenance services, repair of aircrafts, own or third parties, motors, items and parts; (d)
the rendering of services of aircraft hangar; (e) the rendering of services of attendance of patio and road, supplying of flight attendance
and aircrafts cleaning; (f) the development of other activities related, connected or auxiliary to air transportation and to the other
activities above described; and (g) participation in other companies, as a partner, quotaholder or shareholder.
Sole Paragraph - The transfer of the corporate
control of VRG Linhas Aéreas S.A. shall be considered a change in corporate objective for purposes of exercise of the withdrawal
right by the shareholders of the Company.
ARTICLE 3 - The Company’s head office
is located in the City of São Paulo, State of São Paulo, at Pça. Comandante Linneu Gomes, s/n, portaria 3, prédio
24, parte, Jardim Aeroporto, and it may open and close branches, agencies, warehouses or representation offices in any part of the
Brazilian territory or abroad, by resolution of the Board of Directors.
ARTICLE 4 - The Company’s term is
indefinite.
CHAPTER II
CAPITAL STOCK AND SHARES
ARTICLE 5 - The Share Capital, fully subscribed
and paid in, is BRL 4,197,892,283.20 (four billion, one hundred and ninety-seven million, eight hundred and ninety-two thousand, two hundred
and eighty-three reais and twenty cents), divided into 3,200,516,077 (three billion, two hundred million, five hundred and sixteen thousand
and seventy-seven) shares, of which 2,863,682,500 (two billion, eight hundred and sixty-three million, six hundred and eighty-two thousand,
five hundred) common shares and 336,833,577 (three hundred and thirty-six million, eight hundred and thirty-three thousand, five hundred
and seventy-seven) preferred shares, all registered and without par value.
1st Paragraph - The Company’s shares
shall be registered, with the adoption of book-entry shares being permitted, in which case they will be held in deposit accounts opened
in the name of their respective holders, with a financial institution duly authorized by the Brazilian Securities and Exchange Commission
(“CVM”), it being permitted that the fee mentioned in paragraph 3, article 35, of Law nº 6,404/76, as amended, be charged
to the shareholders (“Brazilian Corporate law”).
2nd Paragraph - Each common share shall
be entitled to one vote in the Shareholders Meetings.
3rd Paragraph - Preferred shares shall
not be entitled to voting rights, except in the case of the subjects specified in the 4th Paragraph below, the preferences and advantages
consisting of the following:
| a) | priority in the reimbursement of capital
with respect to common shares, in the case of the liquidation of the Company, for the value per preferred share equal to the value of
the Capital Stock of the Company divided by the total number of issued shares of the Company, multiplied by thirty-five (35). |
| b) | the right to be included in the public
tender offer arising from the sale of corporate control, for the same condition and for a price per share that is equal to thirty-five
(35) times the value per common share that is paid to the shareholder selling control (as defined in the Regulation); |
| c) | right to receive dividends per share
equal to thirty-five (35) times the value of the dividends received per common share; and |
| d) | in case of liquidation of the Company,
the right to receive, after the capital priority reimbursement and the reimbursement of the capital of the common shares have been paid,
thirty-five (35) times the value attributed to each common share at the time that any remaining assets are liquidated. |
4th Paragraph - Preferred shares shall
be entitled the right to vote in any deliberations of the Shareholders’ Meeting concerning (the “Extraordinary Matters”):
| a) | transformation, incorporation, spin-off
and merger of the Company; |
| b) | approval of agreement between the Company
and the Controlling Shareholder (as defined in the Regulation), directly or through third parties, as well as any other companies in which
the Controlling Shareholder has interest, always when by operation of law or the Bylaws are deliberated in a general meeting; |
| c) | evaluation of goods destined to the
paying up of increase of the Company’s corporate capital; |
| d) | choice of specialized institution or
company for the determination of the Economic Value of the Company according to the definition and terms of item 10.1.1. of the Regulation; |
| e) | change of the Company’s corporate
purpose; |
| f) | amendment or revocation of statutory
provisions that amend or modify any of the requirements provided for in item 4.1. of the Regulation, being agreed that such voting right
shall prevail while the Level 2 Corporate Governance Listing Agreement (as defined in the Regulation) is effective; |
| g) | amendments to or exclusion of Articles
12 through 16, paragraphs 3, 5 and 6 of Article 18, Articles 36 through 38 and 50; and |
| h) | any change in the voting rights determined
in this paragraph and in paragraphs 5 and 8 below. |
5th Paragraph - In case the Controlling
Shareholder holds shares of the Company that represent, in aggregate, Participation in the Dividends (as defined below) equal to or less
than fifty percent (50%), the approval of the Extraordinary Matters referred to in items (a) through (f) above by the Shareholders’
Meeting (as defined below) will depend on the prior approval by an Extraordinary Meeting, observing the applicable quorums and approvals
under these Bylaws and the Regulation. Regardless of the interest held by the Controlling Shareholder, the approval of the Extraordinary
Matters referred to in items (g) and (h) above by the Shareholders’ Meeting will always depend on the prior approval by an Extraordinary
Meeting, observing the applicable quorums and approvals under these Bylaws and the Regulation.
6th Paragraph - If there is a shareholder
withdrawal, the amount to be paid by the Company as reimbursement for the shares held by the shareholder that has exerted this withdrawal
right, when authorized by Brazilian Corporate Law, shall correspond to the economic value of such shares, to be calculated according to
the procedure of evaluation accepted by Brazilian Corporate Law, as amended, whenever such value is lower than the equity value calculated
according to article 45 of Brazilian Corporate Law.
7th Paragraph - Observing the transfer
restrictions indicated in Chapter IX of these Bylaws, the shareholders may, at any time, convert common shares into preferred shares,
in the proportion of thirty-five (35) common shares to one (1) preferred share, provided that such shares are paid-up and with due regard
to the legal limit. The conversion requests shall be sent to the Board of Officers in writing. The conversion requests, made pursuant
to the terms of these Bylaws, received by the Board
of Officers shall be ratified in the first meeting of the Board of Directors to be held.
8th Paragraph - Any rights conferred to
the shareholders by law as a result of their ownership of a certain percentage of the capital stock may be exercised by shareholders who
are owners of shares representing the same percentage in the Participation in the Dividends pursuant to these Bylaws.
ARTICLE 6 - Observing the legal limitations
applicable, the Company is authorized to increase its corporate capital up to seventeen billion Reais (R$17,000,000,000.00).
1st Paragraph - Within the limit authorized
by this Section, the Company may, by resolution of the Board of Directors, increase the corporate capital, regardless of amendment to
the By-Laws, either upon issuance of shares, warrants, or upon issuance of debentures convertible into stock, without respecting the proportionality
between the different types of shares. The Board of Directors shall determine the conditions for the issuance, including the price and
pay-up term.
2nd Paragraph - At the Board of Directors’
discretion, the right of first refusal may be excluded or have its term for exercise reduced concerning the issuance of shares, or debentures
convertible into shares, in which placement is held in the stock market or by public subscription, or even by exchange per shares, in
a public offering for acquisition of corporate control, according to the provisions of law.
3rd Paragraph - The Company may, within
the limit of the authorized capital established herein and according to a plan approved by the Shareholders’ Meeting (defined below),
grant stock options to its officers or employees or to individuals that render services to the Company or to a company under its control.
ARTICLE 7 - The issuance of participation
certificates by the Company is forbidden.
CHAPTER III
SHAREHOLDERS’ MEETINGS
ARTICLE 8 - The shareholders’ meetings
(“Shareholders’ Meeting”) have authority to decide on all matters related to the purpose of the Company and take any
resolutions deemed convenient to its protection and development. Shareholder Meetings shall be called, installed and held for the purposes
of and as provided for by Brazilian Corporate Law, and resolutions shall be taken according to the quorum established by law. The minutes
of the Shareholders’ Meeting shall register the number of votes submitted by shareholders entitled to vote in favor and against
each item and shall indicate the total Participation in the Dividends of the shareholders who voted for and against each item.
1st Paragraph - The Shareholders’
Meeting shall be called by means of a call notice published at least fifteen (15) days prior to the first call and eight (8) days prior
to the second call.
2nd Paragraph - All documents to be
analyzed or discussed in the Shareholders’ Meeting shall be made available to the shareholders in the BM&FBOVESPA, as well
as in the Company’s headquarters, as from the
date of publication of the first call notice mentioned in the previous paragraph.
3rd Paragraph - Any shareholder may be
represented at the Shareholders’ Meeting by proxy pursuant to paragraph 1 of Article 126 of Brazilian Corporate law, and the power-of-attorney
granting the proxy shall conform to the law and shall be submitted to the Company at its headquarter at least three (3) days prior to
the Shareholders’ Meeting. The shareholder or his legal representative shall bear proof of identity to the Shareholders’ Meeting.
4th Paragraph - Without prejudice to the
provision above, any shareholder present at the start of a Shareholders’ Meeting with the above required meetings will be entitled
to participate and vote in that meeting, even if such shareholder failed to present any documents in advance.
ARTICLE 9 - The Shareholders’ Meeting
shall be installed and presided by the Chairman of the Board of Directors or, upon his absence or impediment, by another member of the
Board of Directors or, in the absence of either of these, by any of the Company’s officers present.
Sole Paragraph - The President of the Shareholders’
Meeting shall choose one or more secretaries.
ARTICLE 10 - The shareholders shall meet
annually during the four (4) months immediately following the end of the fiscal year and they shall decide on the matters for which they
are responsible as provided for by Brazilian Corporate Law.
ARTICLE 11 - The shareholders shall meet
on an extraordinary basis whenever the Company’s interests require a decision by the shareholders and in the cases provided by Brazilian
Corporate Law and under these Bylaws.
CHAPTER IV
EXTRAORDINARY MEETING
ARTICLE 12 - Pursuant to the terms of Paragraph
5 of Article 5 of these Bylaws, the approval of an Extraordinary Matter at a Shareholders’ Meeting may depend on the prior approval
by holders of preferred shares present at an extraordinary meeting (“Extraordinary Meeting”).
ARTICLE 13 - The Extraordinary Meeting
shall be called by means of a call notice published at least fifteen (15) days prior to the first call and eight (8) days prior to the
second call.
Sole Paragraph - All documents to be analyzed
or discussed at the Extraordinary Meeting shall be made available to the preferred shareholders at BM&FBOVESPA as well as at the Company’s
headquarters, from the date that the first call notice is published pursuant to this Article.
ARTICLE 14 - The Extraordinary Meeting
shall be commenced and presided by the Chairman of the Board of Directors or, upon his absence or impediment, by another member of the Board of Directors or, in
the absence of either of these, by any of the Company’s officers present.
Sole Paragraph - The President of the Shareholders’
Meeting shall choose one or more secretaries.
ARTICLE 15 - The Extraordinary Meeting
shall be held, on first call, with the presence of shareholders representing at least twenty-five percent (25%) of the preferred shares,
and, on second call, with the presence of shareholders representing any number of preferred shares, except as provided in the Regulation.
The minutes of the Extraordinary Meeting shall register the number of votes submitted by shareholders entitled to vote in favor and against
each item and shall indicate the total Participation in the Dividends of the shareholders who voted in favor and against each item.
ARTICLE 16 - Any shareholder may be represented
at the Extraordinary Meeting by proxy pursuant to paragraph 1 of Article 126 of Brazilian Corporate law, and the power-of-attorney granting
the proxy shall conform to the law and shall be submitted to the Company at its headquarter at least three (3) days before the date established
for the Extraordinary Meeting. The shareholder or his legal representative shall bear proof of identity to the Extraordinary Meeting.
Sole Paragraph - Without prejudice to the
provision above, any shareholder present at the start of a Shareholders’ Meeting with the above required meetings will be entitled
to participate and vote in that meeting, even if such shareholder failed to present any documents in advance.
CHAPTER V
MANAGEMENT
ARTICLE 17 - The Company shall be managed
by a Board of Directors and a Board of Officers. Sole Paragraph - The total aggregate compensation of the Board of Directors (as defined
in the Regulation) shall be determined at the Shareholders’ Meeting, and the Board of Directors shall be responsible for determining
the individual compensation of each of the members of the Board of Directors and of the Board of Officers.
SECTION I
BOARD OF DIRECTORS
ARTICLE 18 - The Board of Directors shall
be comprised of at least five (5) and at most ten (10) members, resident or not in Brazil, appointed by the Shareholders’ Meeting
and subject to dismissal by the Shareholders’ Meeting at any time, for a unified term of office of one (1) year, reelection being
permitted. The Shareholders’ Meeting shall also designate the Chairman of the Board, who may not be simultaneously the Chief Executive
Officer of the Company.
1st Paragraph - Each member of the Board
of Directors shall have a good reputation and the professional experience necessary to carry out its duties, and no person who has, or
represents someone who has, a conflict of interest shall be elected, except with a waiver from the Shareholders’ Meeting. Without
prejudice to the authority of the Shareholder’s Meeting, members of the Board of Directors should preferably have diverse business
and professional qualifications, including experience
managing large companies, in the civil aviation industry, in financial, accounting and risk management, investment management, commercial
management and in leading boards of directors of listed companies.
2nd Paragraph - At least twenty percent
(20%) of the Directors shall be Independent Directors (as defined in the Regulation) and expressly declared as such in the minutes of
the Shareholders’ Meeting at which they are elected. A Director will be also deemed as independent if elected in accordance with
the provisions set forth in paragraphs 4 and 5 of Article 141 of the Brazilian Corporate Law. In case, as a result of compliance with
the above mentioned percentage, there shall be a fractional number of directors, such number shall be rounded: (i) to the next whole number
when the fraction is equal to or greater than 0.5; or (ii) to the preceding whole number when the fraction is less than 0.5.
3rd Paragraph - Without prejudice to the
foregoing provisions, the following additional rules with respect to the composition of the Board of Directors shall be observed, noting
that if the percentages in clauses “a” through “c” of this paragraph result in a fractional number of directors,
such number shall be rounded: (i) to the next whole number when the fraction is equal to or greater than 0.5; or (ii) to the preceding
whole number when the fraction is less than 0.5.
| a) | If the Controlling Shareholder, at
any time, holds an amount of shares that represents a Participation in the Dividends of equal to or less than thirty-five percent (35%)
and greater than fifteen percent (15%), at least forty percent (40%) of the directors shall be Independent Directors with the holders
of preferred shares having the right to elect, in a separate vote, one (1) of the Independent Directors. |
| b) | If the Controlling Shareholder, at
any time, holds an amount of shares that represents a Participation in the Dividends of equal to or less than fifteen percent (15%) and
greater than seven and a half percent (7.5%), at least fifty percent (50%) of the directors shall be Independent Directors with the holders
of preferred shares having the right to elect, in a separate vote, two (2) of the Independent Directors. |
| c) | If the Controlling Shareholder, at
any time, holds an amount of shares that represents a Participation in the Dividends of equal to or less than seven and a half percent
(7.5%), at least sixty percent (60%) of the directors shall be Independent Directors with the holders of preferred shares having the right
to elect, in a separate vote, two (2) of the Independent Directors. |
4th Paragraph - If the holders of preferred
shares elect a member to the Board of Directors pursuant to paragraph 4 of Article 141 of Brazilian Corporate Law, the right described
in clause “a” of the 3rd paragraph shall not be applicable, and with respect to clauses “b” and “c,”
the holders of preferred shares shall have the right to elect, in a separate vote, only one (1) of the Independent Directors.
5th Paragraph - In addition to the provisions
in the 3rd paragraph above, if the Controlling Shareholder, at any time, holds an amount of shares that represents a Participation in
the Dividends of equal to or less than thirty five percent (35%), the Governance Committee shall be installed and shall function in accordance
with the provisions of these Bylaws.
6th Paragraph - In addition to the provisions
in the 3rd paragraph above, if the Controlling Shareholder, at any time, holds an amount of shares that represents a Participation in
the Dividends of equal to or less than fifteen percent (15%), the Independent Directors may only be removed from office during their mandates
with the prior approval of the Extraordinary Meeting.
7th Paragraph - The members of the Board
of Directors shall be vested in office upon signature of the respective term, drawn up in the proper book, being the vesting in office
conditioned to the signature of the Statement of Consent from Senior Managers (as defined in the Regulation). The Directors shall, immediately
after vested in office, inform the BM&FBOVESPA the amount and the characteristics of the securities issued by the Company that they
hold, directly or indirectly, including its derivatives.
8th Paragraph - The members of the Board
of Directors not reelected shall remain in office until their substitutes are vested in office.
9th Paragraph - Any vacancies of the members
of the Board of Directors, if there are no substitutes, shall be filled at the first Shareholders Meeting that occurs after such vacancy,
according to the terms of this Article 18, except if the vacancy results in the Board of Directors having less than five (5) members.
In case the vacancy results in the Board of Directors having less than five (5) members, then current members of the Board of Directors
shall appoint any number of additional members until the Board of Directors has five (5) members, which additional members shall be in
office for the remainder of the term.
ARTICLE 19 - The Board of Directors shall
meet whenever called by its Chairman or by three (3) of its members. The Directors may participate in the Board of Directors’ meetings
through conference call or video conference.
1st Paragraph - The meeting shall be called
at least seven (7) days in advance, by registered mail or other written means, with a brief description of the agenda, and the attending
members shall be deemed regularly called.
2nd Paragraph - Minutes of the meeting
shall be recorded.
3rd Paragraph - The meetings shall be installed
in the presence of at least the majority of the members of the Board of Directors, in the two (2) first calls, and with the presence of
at any number of members in the third call. The decisions shall be taken by a majority of votes among the attending members. The Chairman
is entitled to cast the deciding vote in case of a tie.
4th Paragraph - Regardless of the formalities
related to its call, a meeting shall be deemed regularly called if all members attend.
5th Paragraph - The members of the Board
of Officers and of the Fiscal Board (Conselho Fiscal) may attend the Board of Directors’ meetings and shall have the right
to speak but not the right to vote.
ARTICLE 20 - The Board of Directors
shall decide on the matters described in Section 142 of Brazilian Corporate Law as well as in these Bylaws (and, if applicable,
shall speak favorably with respect to the matters of
exclusive responsibility of the Shareholders’ Meeting), by the favorable vote of the majority of the members present at the meeting.
ARTICLE 21 - The Board of Directors is
responsible for the following decisions:
| a) | Determine the general orientation of
the business of the Company; |
| b) | Elect and dismiss the Company’s
Officers; |
| c) | Arrogate to itself and decide about
any subject which is not of exclusive responsibility of the Shareholders’ Meeting or of the Board of Officers; |
| d) | Determine whether to call a Shareholders’
Meeting or an Extraordinary Meeting, whenever it deems necessary, or pursuant to article 132 of Brazilian Corporate Law; |
| e) | Audit the administration of the Officers,
by examining, at any time, books and papers of the Company, and requesting information on agreements executed or under execution and any
other acts; |
| f) | Elect and dismiss the independent auditors; |
| g) | Call the independent auditors to render
the explanations deemed necessary; |
| h) | Analyze the Management Report and the
Board of Officers’ accounts and decide about their submission to a Shareholders’ Meeting; |
| i) | Approve the annual and pluriannual
budgets, the strategic plans, the expansion projects, and monitor their execution; |
| j) | Approve the incorporation of a subsidiary
and the participation of the Company in the corporate capital of other companies in the country and abroad; |
| k) | Approve or determine the powers of
the Board of Officers to approve the secured fiduciary sale or encumbrance of the Company´s permanent assets, including mortgaging,
pledging, granting of lien, antichresis, surety or guarantee, confessing, waiving rights, discharging third parties´ obligations
to the Company, compromising and otherwise determining, as deemed convenient, which members of the Board of Officers shall perform the
authorized act, and being entitled to define cases in which the previous authorization of the Board of Directors is a necessary condition; |
| l) | Authorize the Company to render guarantees
on behalf of third parties; |
| m) | Assessing and overseeing the implementation
of the related party transactions policy for the Company; |
| n) | Authorize the opening, transfer or
closing of offices, branches, facilities or other establishments of the Company; |
| o) | Decide about the acquisition by the
Company of shares of its own issuance, to be held in treasury and/or later canceled or disposed; |
| p) | Grant stock options to its administrators
and employees according to the terms of the plan approved by the Shareholders’ Meeting, without right of preference to the shareholders; |
| q) | Pass a resolution approving the issuance
of secured or unsecured simple debentures, whether convertible into stock or not; |
| r) | Authorize the issuance of any credit
instruments for the raising of funds, either “bonds”, “notes”, “commercial papers”, or others usual
in the market, deciding about its conditions of issuance and redemption; |
| s) | At its discretion, periodically establish
parameters of the amount involved, the time/term, extension of effects and others, under which certain corporate and/or financial acts,
including loans of assets and liabilities, may be performed by the Board of Officers; |
| t) | Authorize borrowing of money or granting
of loans or other credit facilities, by the Company; |
| u) | Decide on procedural matters regarding
its activities and adopt an internal charter, observing these Bylaws and applicable law; |
| v) | Approve any capital increases within
the Company’s authorized capital as provided for in Article 6; |
| w) | State its favorable or dissenting opinion
with respect to any public offering for shares issued by the Company, by means of a duly substantiated opinion, disclosed within fifteen
(15) days prior to the publication of the invitation to the public offering, which shall address, at least (i) the convenience and opportunity
of the public offering of shares as for the interests of all the shareholders and in relation to the liquidity of the securities owned
by it; (ii) the consequences of the public offering of shares on the Company’s interest; (iii) the strategic plans disclosed by
the offeror in relation to the Company; (iv) other issues the Board of Directors may deem to be pertinent, as well as the information
required by the applicable rules set forth by the CVM; and |
| x) | Define a list with the names of three
firms specialized in economic evaluation of companies for preparing an appraisal report of the Company’s shares, in the cases of
a public tender offer of shares for cancellation of registration of the company as a publicly-held company or for delisting from the Level
2 Corporate Governance segment of the BM&FBOVESPA. |
1st Paragraph - The Company and the Directors
shall, at least once a year, call a public meeting with analysts and any other interested parties, to divulge information regarding its
respective economic-financial situation, projects and perspectives.
2nd Paragraph - The Board of Directors
is responsible for the institution of Committees and the definition of their regulations and responsibilities. The following Committees
shall be permanent: Audit Committee and People Management as well as the Governance Committee, installed in accordance with the terms
of Article 27.
SECTION II
BOARD OF OFFICERS
ARTICLE 22 - The Board of Officers
shall be comprised of at least two (2) and up to seven (7) Officers, being one Chief Executive Officer, one Chief Financial Officer,
one Investor Relations Officer and four (4) Officers,
all resident in the Country, appointed by the Board of Directors and being its dismissal possible at any time, with a term of office of
one (1) year, reelection permissible.
1st Paragraph - The responsibilities of
the officers shall be defined by the Board of Directors, which shall also establish the fixed compensation of each member of the Board
of Officers, and shall distribute, whenever applicable, the participation in the profits established by the Shareholders’ Meeting.
2nd Paragraph - The officers shall ensure
the compliance of the law and the Bylaws.
3rd Paragraph - The Chief Executive Officer
shall be responsible, in particular, for coordinating the regular activities of the Company, including the following activities:
| a) | To cause the compliance with these
Bylaws and the guidelines and resolutions passed at the Shareholders’ Meetings, the Board of Directors’ Meetings and the Board
of Officers’ Meetings; |
| b) | To administer, manage and superintend
the corporate business, and to issue and approve internal instructions and regulations deemed by him to be useful or necessary for causing
the compliance with the general guidelines of the Board of Directors relating to the Company´s business, under the terms of article
21, “a” of these Bylaws. |
| c) | To keep the members of the Board of
Directors informed about the activities of the Company and the progress of its operations; |
| d) | To annually submit to the Board of
Directors, for their approval, the Management Report and the Board of Officers´ accounts, accompanied with the independent auditors´
report, as well as the proposal for allocation of the profit for the previous fiscal year; |
| e) | To prepare and propose, to the Board
of Directors, the annual and multiannual budgets, the strategic plans, the expansion projects and the investment projects; and |
| f) | To exercise other duties as may be
assigned to him by the Board of Directors. |
4th Paragraph - The Chief Executive Officer
shall be the Company´s representative before public authorities and, in the exercise of his duties regarding relationship and institutional
policies, he shall be supported by the Chairman of the Board of Directors.
5th Paragraph - In case of vacancy or impediment
of any officer, the Board of Directors shall designate a new officer or a substitute and shall set forth, in either case, the respective
term-of-office and compensation.
6th Paragraph - The Board of Officers shall
meet whenever necessary, and the meeting shall be called by the Chief Executive Officer, who shall also be the chairman of the meeting.
7th Paragraph - The meeting shall be installed
with the presence of the officers representing the majority of the members of the Board of Officers.
8th Paragraph - Minutes of the meetings
and the decisions of the Board shall be registered in the proper book.
9th Paragraph - The members of the Board
of Officers shall be vested in office upon signature of the respective term, drawn up in the proper book, and the vesting in office shall
be conditioned to the signature of the Statement of Consent of Senior Managers (as defined in the Regulation). The Officers shall, immediately
after vested in office, inform the BM&FBOVESPA the amount and the characteristics of the securities issued by the Company that they
hold, directly or indirectly, including its derivatives.
ARTICLE 23 - The Board of Officers shall
have all the powers and attributions that the law, the Bylaws and the Board of Directors of the Company confer upon it for the performance
of the necessary acts to the regular operation of the Company, being entitled to decide on the performance of all actions and transactions
related to the purpose of the Company which are not within the responsibilities of the Shareholders’ Meeting or the Board of Directors,
as well as all actions and transactions which do not require previous authorization from the Board of Directors.
1st Paragraph - With due regard to the
provisions above, the Board of Officers shall:
| a) | Represent the Company in accordance
with its Bylaws, whether in court or out-of-court, with due regard to the attributions set forth in law, and appoint ad negotia or ad
judicia attorneys-in-fact; |
| b) | Prepare and perform the plans and investment
and development policies, as well as the respective budgets, with due regard to the deliberative capacity of the Board of Directors; and |
| c) | Control and analyze the behavior of
the controlled, affiliate and subsidiary companies in view of the expected results. |
2nd Paragraph - The Board of Officers may
designate one of its members to represent the Company in acts or transactions in the country or abroad, or designate an attorney-in-fact
to perform a specific act.
ARTICLE 24 - In addition to the provisions
listed in Paragraph 3 of Article 22 above, the Company’s Chief Executive Officer shall have powers to preside over the meetings
of the Board of Officers and supervise the compliance of general decisions.
ARTICLE 25 - All acts that create responsibility
for the Company, or discharge third parties obligations to the Company, including the representation of the Company in court, actively
or passively, shall only be deemed valid if approved according to the Bylaws and if they have:
| a) | the joint signature of the Chief Executive
Officer and another Officer; or |
| b) | the joint signature of two Officers;
or |
| c) | the signature of one Officer together
with an attorney-in-fact; or |
| d) | the joint signature of two attorneys-in-fact
of the Company. |
1st Paragraph - The powers-of-attorney
shall always be executed by two members of the Board of Officers, and shall be granted for specific purposes and for a determined term,
except for those with the powers of the ad judicia clause.
2nd Paragraph - The Company shall be represented
solely by any of the Officers, without regard to the formalities set forth in this Section in the cases of personal testimony and in their
condition of representatives of the Company on judicial hearings.
SECTION III
AUDIT COMMITTEE
ARTICLE 26 - The Audit Committee, an advisory
body to the Board of Directors and permanently installed, shall have the responsibilities set under CVM Rule No. 308/99, as amended, these
Bylaws and its internal charter.
1st Paragraph - The Audit Committee shall
have operational autonomy with an annual and per project budget allocation.
2nd Paragraph - The Audit Committee shall
have a procedure to receive complaints, including confidentially, both internal and external to the Company, regarding the matters within
its responsibility.
3rd Paragraph - The Audit Committee may
hire outside independent advisers.
4th Paragraph - The Audit Committee shall
be comprised of at least three (3) members, appointed by the Board of Directors and subject to dismissal by the Board of Directors, for
a term of office of up to ten (10) years and as provided under CVM Rule No. 308/99. In case of any vacancy, the Board of Directors shall
appoint new members which shall be in office for the remainder of the term.
5th Paragraph - At least one (1) member
of the Audit Committee shall have knowledge of corporate accounting.
6th Paragraph - In addition to any authority
granted by Board of Directors and under its internal charter, the Audit Committee is responsible for:
| a) | supervising the relationship between
the Company and its external auditors, including (i) opining in connection with their appointment and compensation, (ii) recommending
the performance of other services, (iii) assessing the independence, quality and adequacy of services, and (iv) mediating the resolution
of disagreements between management and the external auditors; |
| b) | supervising the Company’s departments
responsible for: (i) internal controls, (ii) internal audit, and (iii) financial reporting; |
| c) | monitoring the quality and integrity
of (i) internal controls, (ii) internal audit, and (iii) financial reporting; |
| d) | assessing and monitoring the Company’s
risk exposure, including requesting specific information regarding internal policies and procedures in connection with (i) management
compensation, (ii) the use of corporate resources, and (iii) corporate expenses; |
| e) | assessing and monitoring, jointly with
management, the Company’s internal audit department and the adequacy of related party transactions; |
| f) | investigating any complaints in connection
with financial statements, internal controls and external auditors; |
| g) | preparing an annual summarized report,
to be presented with the Company’s financial statements, on (i) the Audit Committee’s activities and any recommendations,
(ii) any matters in which there was a material disagreement between management, external auditors and the Audit Committee in connection
with the Company’s financial statements. |
7th Paragraph - Without prejudice to the
above, the Audit Committee will also perform the roles of an audit committee under United States laws, specially the Sarbanes-Oxley Act
of 2002.
8th Paragraph - The members of the Audit
Committee will select one of their peers to act as chairman, which shall be an independent member of the Board of Directors and will be
in charge of convening Extraordinary Meetings and determining the agenda for meetings, provided that the Audit Committee shall meet at
least prior to the publication of any financial statements. All decisions of the Audit Committee shall be recorded in minutes signed by
all members present.
9th Paragraph - The Audit Committee’s
internal charter shall provide rules and procedures regarding its activities and meetings supplemental to these Bylaws.
10th Paragraph - The Audit Committee, or
its chairman, shall meet with the Board of Directors at least quarterly and shall be present at any Shareholder’s Meeting.
SECTION IV
GOVERNANCE COMMITTEE
ARTICLE 27 - The Governance Committee shall
be installed if the Controlling Shareholder holds an amount of shares that represents a Participation in the Dividends of less than thirty
five percent (35%).
1st Paragraph - The Governance Committee,
when installed, shall be comprised of at least three (3) members, with a majority being Independent Directors.
2nd Paragraph - The Governance Committee
shall be chaired by an Independent Director, who shall have the power to call extraordinary meetings and determine the agenda of any meetings.
ARTICLE 28 - The Governance Committee is
responsible for the following decisions:
| a) | opining on the appointments of Independent
Directors chosen by the Controlling Shareholder, provided that it may issue a confidential opinion prior to the Shareholder’s Meeting
upon consultation from the Controlling Shareholder; |
| b) | opining on the composition of the Board
of Directors with regard to the experience and professional qualification attributes that should be represented in the Board of Directors
according to Paragraph 1 of Article 18; |
| c) | recommending to the Board of Directors
corporate governance guidelines applicable to the Company and monitor its implementation; |
| d) | analyzing and approving annually the
Company’s Code of Conduct; and |
| e) | analyzing and opining with regards
to situations that create potential conflicts of interests between the Directors and the Company. |
Sole Paragraph – In case the Governance
Committee verifies that any Independent Director of the Board of Directors appointed by the Controlling Shareholder does not in fact meet
the independence criteria (as set forth in the Regulation), the Audit Committee shall notify the Board of Directors so that the Board
of Directors may notify the Controlling Shareholder and request the appointment of another member.
CHAPTER VI
FISCAL BOARD (CONSELHO FISCAL)
ARTICLE 29 - The Company shall have a Fiscal
Board composed of three (3) to five (5) members and alternates in equal number. The Fiscal Board shall not be permanent. It shall only
be elected and installed by the Shareholders’ Meeting upon the request of the shareholders, in the cases provided by Brazilian Corporate
Law.
Sole Paragraph - The members of the Fiscal
Board shall be vested in office upon signature of the respective term, drawn up in the proper book, being the vesting in office conditioned
to the signature of the Statement of Consent from Fiscal Board Members (as defined in the Regulation). The members of the Fiscal Board
shall, immediately after vested in office, inform the BM&FBOVESPA the amount and the characteristics of the securities issued by the
Company that they hold, directly or indirectly, including its derivatives.
ARTICLE 30 - The Fiscal Board shall meet
whenever called by any of its members, at least once every three months. The operation of the Fiscal Board shall end on the Annual Shareholders’
Meeting subsequent to its installation, and reelection of its members is permitted.
ARTICLE 31 - The compensation of the members
of the Fiscal Board shall be determined at the Shareholders’ Meeting during which they are elected.
CHAPTER VII
CORPORATE YEAR, FINANCIAL STATEMENT AND PROFIT ALLOCATION
ARTICLE 32 - The Company’s fiscal
year shall have a term of one (1) year and shall end on the last day of December of each year.
ARTICLE 33 - At the end of each fiscal
year the financial statements required by law shall be drawn up based on the Company’s accountancy:
| b) | Statement of changes in net worth position; |
| c) | Statement of results of the fiscal
year; and |
| d) | Statement of origin and application
of resources. |
1st Paragraph - Jointly with the financial
statements of the fiscal year, the Board of Directors shall present during the Annual Shareholders’ Meeting a proposal on the destination
to be given to the net profit, observing the provisions of Brazilian Corporate Law and these Bylaws.
2nd Paragraph - The Board of Directors
may determine the preparation of balance sheets at any time, respecting provisions of law, and approve the distribution of intercalary
dividends based on the profits verified.
3rd Paragraph - At any time, the Board
of Directors may also deliberate the distribution of intermediary dividends, to the account of accumulated profits or reserve of existing
profits.
4th Paragraph - The amount paid or credited
as interest on equity capital under the terms of article 9, Paragraph 7 of Law nº 9.249/95, and the applicable laws and regulations,
may be regarded as obligatory dividend and integrate the total value of the dividends distributed by the Company for all legal purposes.
5th Paragraph - Intermediate and intercalary
dividends shall always be credited and considered as anticipation of the mandatory dividend.
ARTICLE 34 - From the results of the fiscal
year, occasional accumulated losses and income tax provision shall be deducted from the results of the fiscal year prior to any participation.
1st Paragraph - Over the remaining profit
calculated as described in this Section’s mainline, the statutory participation of the Managers shall be calculated to the maximum
extent permitted by law.
2nd Paragraph - The net profit of the fiscal
year after the deduction referred to in the previous paragraph, shall be applied as follows:
| a) | five percent (5%) for the legal reserve
until it reaches twenty percent (20%) of the Company’s paid up capital; |
| b) | twenty-five percent (25%) of the balance
of the net profit of the fiscal year, after the deduction referred to in the previous paragraph and adjusted pursuant to article 202 of
Brazilian Corporate Law, shall be used to pay mandatory dividend to all of its shareholders; |
| c) | every time the amount of the minimum
dividend is greater than the amount of the realized part of the fiscal year, the administration may suggest, and a Shareholders’
Meeting approve, the destination of the excess to the constitution of profit reserve to be realized, pursuant to article 197 of Brazilian
Corporate Law; and |
| d) | the remaining balance shall have the
destination attributed to it by the Board of Directors, provided it has been approved during the Shareholders’ Meeting, or it has
not been decided otherwise, pursuant to article 196 of Brazilian Corporate Law. |
CHAPTER VIII
LIQUIDATION
ARTICLE 35 - The Company shall be liquidated
in the cases established by law or by virtue of a decision of the Shareholders’ Meeting, and shall be extinguished at the end of
the liquidation process.
Sole Paragraph - The Board of Directors
shall appoint the liquidator and determine the process and the directives to be observed and shall establish its compensation.
CHAPTER IX
RULES CONCERNING THE TRANSFER OF SHARES
ARTICLE 36 - The Controlling Shareholder,
as established on March 23, 2015, shall observe the following restrictions concerning the transfer of 31,463,850 (thirty one million,
four hundred sixty three thousand, eight hundred and fifty) preferred shares held on March, 23th 2015:
| a) | 31,463,850 (thirty one million, four hundred sixty three thousand, eight hundred and fifty) preferred
shares must be held by the Controlling Shareholder and its permitted transferees, pursuant to the terms established in the 1st and 2nd
paragraphs of this Article 36, without interruption until March, 23th 2016; and |
| b) | after the time period established in clause “a” above, the Controlling Shareholder and its
permitted transferees, pursuant to the terms established in the 1st and 2nd paragraphs of this Article 36, shall hold, without interruption,
at least 15,731,925 (fifteen million, seven hundred and thirty one thousand, nine hundred twenty five) preferred shares, being permitted
to transfer 15,731,925 (fifteen million, seven hundred and thirty one thousand, nine hundred twenty five), without being subject to the
restrictions of Article 37 below. |
1st Paragraph - Until March 23, 2017, the
Controlling Shareholder, as determined on March 23, 2015, shall only be allowed to transfer preferred shares covered by this Article 36
in private transactions, outside of a stock exchange or organized over-the-counter market, to acquirers who agree to comply with the restrictions
provided in this Article 36. For the purposes of this paragraph, the sale by the Controlling Shareholder of preferred shares pursuant
to a restricted efforts offering under CVM Rule No. 476/09, as amended, or a single block auction will be deemed to be a private transaction
provided the acquirer of these shares agrees to be bound by the restrictions provided herein.
2nd Paragraph - Any subsequent private
transfer of preferred shares initially transferred by the Controlling Shareholder, as determined on March 23, 2015, pursuant to the terms
of the 1st paragraph above and the time restrictions established in this Article 36, shall only occur if the new acquirer of these preferred
shares agrees to comply with the restrictions provided in this Article 36.
3rd Paragraph - The transfer restrictions
of preferred shares provided in this Article 36 shall not apply to preferred shares derived from the conversion of common shares or that
are acquired by the Controlling Shareholder after March 23, 2015.
ARTICLE 37 - The transfer of common shares
owned by the Controlling Shareholder or of preferred shares resulting from the conversion of common shares, shall be subject to the restrictions
of this Article 37.
1st Paragraph - The transfer of common
shares owned by the Controlling Shareholder or of preferred shares resulting from the conversion of common shares, in one or more private
transactions, outside of an exchange or organized over-the-counter market, shall only be allowed, independently of the percentage of common
shares or preferred shares subject to such transaction, if the acquirer of those common shares or preferred shares agrees not to transfer
the acquired shares on an exchange or organized over-the-counter market for twelve (12) months commencing on the date of the transaction.
In these cases, the Controlling Shareholder shall not make a new private transfer, outside of a stock exchange or a block trade, of common
shares or preferred shares resulting from the conversion of common shares for six (6) months commencing on the date of the transaction.
2nd Paragraph - Any subsequent private
transfer of the shares initially transferred by the Controlling Shareholder pursuant to the terms of the 1st paragraph above within the
twelve (12) month period shall only occur if the new acquirer agrees not to transfer such shares on an exchange or organized over-the-counter
market until the end of the twelve (12) months commencing on the date that such shares were transferred by the Controlling Shareholder.
3rd Paragraph - Except in the case of an
organized sale process, as provided in the 4th paragraph below, the Controlling Shareholder shall not transfer, in any transaction on
an exchange or organized over-the-counter market, a number of preferred shares that represents a Participation in the Dividends greater
than three percent (3%). Any sale on an exchange or organized over-the-counter market shall automatically impede the Controlling Shareholder
from making a new transfer of preferred shares, on an exchange or organized over-the-counter market, for at least six (6) months commencing
on the date such sale occurs, without prejudice to the provisions of the 4th paragraph below.
4th Paragraph - The transfer of preferred
shares that represent Participation in the Dividends greater than three percent (3%) shall only be made through a public offering registered
with the CVM, the Controlling Shareholder in this case will be subject only to the transfer restrictions that are part of the public offering.
ARTICLE 38 - The transfer restrictions
contemplated in this Chapter IX shall cease definitively and immediately at the moment in which (a) a public tender offer for the acquisition
of shares occurs as a result of the transfer of control of the Company as provided in Article 40; or (b) the Controlling Shareholder holds
an amount of shares in the Company that represents Participation in the Dividends equal to or less than fifteen percent (15%).
Sole Paragraph – In case the Controlling
Shareholder has Participation in the Dividends greater than fifteen percent (15%) and is part of a group of shareholders, acting together
through a shareholders agreement or through any other means, the restrictions provided in this Chapter IX will not apply to shareholders
of the controlling group who hold less than fifteen percent (15%) of the Participation in the Dividends. In order to calculate the Participation
in the Dividends for purposes of this Article 38, all of the shares of the Company owned by the shareholder that are under common Control
of the shareholder should be aggregated.
ARTICLE 39 - In case the Controlling Shareholder
acquires preferred shares after March, 23th 2015, such Controlling Shareholder shall be allowed to transfer preferred shares in amounts
equal to the preferred shares acquired after such date, without the application of any restriction provided in Articles 37 and 38 on the
transfer of such preferred shares.
CHAPTER X
TRANSFER OF THE CORPORATE CONTROL, CANCELLATION OF THE REGISTRATION OF PUBLICLY HELD COMPANY THE DISCONTINUATION OF THE DIFFERENTIATED
CORPORATE GOVERNANCE PRACTICES AND OF THE ACQUISITION OF THE RELEVANT PARTICIPATION
ARTICLE 40 - Without prejudice to Chapter
IX of these Bylaws, the disposal of control of the Company, whether by one single transaction or in a series of successive transactions
shall be carried out on precedent or resolutive condition, namely, that the Buyer (as defined in the Regulation) undertakes to tender
a public offer for the acquisition of further shares held by the other shareholders in the Company, observing the conditions and terms
provided for in applicable law and the Regulation, so that they may be accorded the same treatment as the Selling Controlling Shareholder
(as defined in the Regulation).
Sole Paragraph - The price of the public
offer referred in the caput of this article (a) shall be the price paid per share of the block of control, for the holders of preferred
and common shares of the Company with voting rights, and (b) shall be equal to thirty-five (35) times the price paid for the block of
control for the owners of preferred shares of the Company.
ARTICLE 41 - The public offer referred
in the previous article will also be mandatory:
| a) | when there has been a paid assignment
of subscription rights for shares and other securities or rights related to share convertibles, that may result in Disposal of the Company’s
Share Control (as defined in the Regulation); and |
| b) | whenever there has been disposal of
controlling interest in a company that holds the Company’s Share Control (as defined in the Regulation); in such case, the Selling
Controlling Shareholder shall be obliged to inform the BM&FBOVESPA the value ascribed to the company in under the aforesaid disposal
transaction and attach supporting documents of such value. |
ARTICLE 42 - Without prejudice to Chapter
IX of these Bylaws, whoever acquires the Share Control of the Company, by means of a private share purchase agreement entered into with
the Controlling Shareholder, whatever the amount of shares involved, shall be required to:
| a) | tender the public offer referred in
article 40 of these Bylaws; and |
| b) | pay, in the terms described below,
amount equal to the difference between the price of the public offer and the value paid for share bought on the stock exchanges over the
period of six (6) months prior to the date of the acquisition of Company’s Control, duly updated until the payment date, provided
that the amount to be paid per preferred share pursuant to the terms in this clause (b) shall correspond to thirty-five (35) times the
price paid per common share. Said amount shall be distributed among all the persons selling the Company’s shares in the floor sessions
in which the Purchaser (as defined in the
Regulation) effected the acquisitions, proportionally to the net daily selling balance of each person, it being the duty of the BM&FBOVESPA
to carry out the distribution, under the terms of its regulations. |
ARTICLE 43 - The Company shall not register
any transfer of shares for the Buyer (as defined in the Regulation) or to those who come to hold the Share Control (as defined in the
Regulation) while they do not execute the Statement of Consent from Controlling Shareholders (as defined in the Regulation).
ARTICLE 44 - The Company shall not register
shareholders’ agreements that include provisions on the exercise of Share Control while its signatories do not sign the Statement
of Consent from Controlling Shareholders.
ARTICLE 45 - It is hereby established the
obligation of the Controlling Shareholder or the Company to launch a public tender offer for acquisition of shares for cancellation of
registration as a publicly held company. The minimum price to be offered shall correspond to the Economic Value verified in the appraisal
report referred in item 10.1 of the Regulation, respecting the legal and regulatory applicable rules and observing the different economic
rights of each class of shares.
ARTICLE 46 - It is hereby established the
obligation:
| a) | of the Controlling Party to launch
a public tender offer for acquisition of shares pertaining to the other shareholders of the Company, in case of exit of the Company of
the Level 2, so that the shares of the Company are registered for negotiation outside of Level 2; and |
| b) | of the Controlling Party to launch
a public tender offer for acquisition of shares pertaining to the other shareholders of the Company, in case of a corporate restructuring
after which the resulting company does not have its securities admitted for trading in the Level 2, within one hundred and twenty (120)
days counted from the date of the shareholders’ meeting at which the transaction was approved. |
1st Paragraph - In both cases, the price
to be offered shall correspond, at least, to the Economic Value to be calculated as according to the provisions of Section X of the Regulation,
observing legal and regulatory applicable rules.
2nd Paragraph - The Controlling Shareholder
is discharged from proceeding to the public tender offer of the shares referred to in the head paragraph of this article if the Company
exits Level 2 of Corporate Governance by reason of the entry into an Agreement for listing of the Company’s shares in the special
segment of the BM&FBOVESPA called Novo Mercado (“Novo Mercado”) or if the company surviving from a corporate reorganization
obtains authorization for trading securities in the Novo Mercado within one hundred and twenty (120) days counted from the date of the
general meeting at which the referred transaction was approved.
ARTICLE 47 - The appraisal report referred
in Article 45 above shall be prepared by a specialized company or institution, with proven experience and independent from the decision-making
body of the company, its senior managers and/or controlling shareholders, provided that such report shall also comprise with provisions
of paragraph 1 of article 8º of Brazilian Corporate Law without prejudice
of the liability set out in paragraph 6 of the same article of the Law.
1st Paragraph - The choice of the institution
or specialized company responsible for the determination of the Economic Value of the Company is of exclusive competence of the Shareholders’
Meeting, as of the presentation, by the Board of Officers, of a triple list, and such deliberation shall, blank votes not being computed
to that end, and being each share, irrespective of kind or class, shall carry one vote, be taken by the majority of votes, of the shareholders
representative of the Shares on the Market (as defined in the Regulation) present in such shareholders’ meeting, which, if installed
in the first call, shall count with the presence of shareholders that represent, at least, twenty percent (20%) of the total Shares on
the Market or, if installed on the second call, may count with the presence of any number of shareholders representative of the Shares
on the Market.
2nd Paragraph - The costs for preparation
of the appraisal report shall be undertaken in whole by the offering shareholder.
ARTICLE 48 - In the event there is no Controlling
Shareholder, in case it is approved the exit of the Company of Level 2 of Corporate Governance segment, in order that the securities issued
thereby may be listed for trading outside the Level 2 of Corporate Governance segment, or by reason of a corporate reorganization in which
the company surviving from such corporate reorganization does not have its securities admitted for trading in the Level 2 of Corporate
Governance segment or in the “Novo Mercado” segment within one hundred and twenty (120) days counted from the date of the
general meeting at which the referred transaction was approved, said exit will be conditioned on a public tender offer being carried out
under the same conditions provided for in article 46 above.
1st Paragraph - The general meeting at
which the referred transaction was approved shall define the party(ies) responsible for carrying out the public tender offer, which, being
present at the meeting, shall expressly undertake the obligation to carry out the public tender offer.
2nd Paragraph - In the absence of definition
of the party(ies) responsible for carrying out the public tender offer, in case of corporate reorganization, pursuant to the terms of
the 1st Paragraph above, it shall be the duty of the shareholders having voted favorably for the corporate reorganization to carry out
the public offering.
ARTICLE 49 - The exit of the Company from
the Level 2 of Corporate Governance segment by reason of failure to comply with the obligations provided for in the Regulation shall be
conditioned on the public tender offer of the shares being effected, at least, for the Economic Value of the shares, to be determined
in an appraisal report as mentioned in article 47 above, with due regard to the applicable legal and regulatory rules.
1st Paragraph - The Controlling Shareholder
shall conduct the public tender offer provided for in the head paragraph of this article.
2nd Paragraph - In the event there is no
Controlling Shareholder and the exit from Level 2 of Corporate Governance segment referred to in the head paragraph of this article arises
out of a decision made at the general meeting, the shareholders having voted favorably to the adoption of the resolution that gave
rise to the respective noncompliance will conduct the public tender offer as set forth in the head paragraph of this article.
3rd Paragraph - In the event there is no
Controlling Shareholder and the exit from Level 2 of Corporate Governance segment referred to in the head paragraph of this article is
due to a management’s act or fact, the directors of the Company shall call a shareholders’ meeting whose agenda shall be to
adopt a resolution on how to remedy the noncompliance with the obligations provided for in the Regulation or, if the case may be, to decide
that the Company shall exit from the Level 2 of Corporate Governance segment.
4th Paragraph - In case the general meeting
mentioned in Paragraph 2 above shall decide that the Company shall exit from Level 2 of Corporate Governance segment, the referred general
meeting shall define the party(ies) responsible for conducting the public tender offer provided for in the head paragraph of this article,
which, being present at the meeting, shall expressly undertake the obligation to conduct the public tender offer.
ARTICLE 50 - Without prejudice to Articles
40 and 49 of these Bylaws, any person or group of persons (“Relevant Buyer”), who acquires or becomes the owner of, for any
reason, shares of the Company that represents Participation in the Dividends equal to or greater than thirty percent (30%), independent
of whether the shareholder was a shareholder of the Company prior to the specific transaction that results in the ownership of these shares,
shall launch a public tender offer pursuant to this Article 50 (“30% Tender Offer”) for the acquisition of up to all shares
of the Company, observing CVM’s applicable regulation, BM&FBOVESPA’s applicable regulation and the terms of this Article.
The Relevant Buyer shall request the registration of, if applicable, or launch the 30% Tender Offer within thirty (30) days from the date
of acquisition or the date of the event that resulted in the ownership of the shares or rights representing Participation in the Dividends
equal or greater than thirty percent (30%).
1st Paragraph - The 30% Tender Offer shall
(i) be open to all shareholders of the Company, (ii) provide an auction to be carried out through the BM&FBOVESPA, (iii) be launched
at the price determined in accordance with the second paragraph of this Article, and (iv) be paid in cash in Brazilian reais.
2nd Paragraph - The acquisition price in
the 30% Tender Offer for each share of the Company shall be determined based on the greatest price paid by the Relevant Buyer per share
of the Company in any negotiation, with respect to any kind or class, in the twelve (12) month period preceding the date in which the
30% Tender Offer becomes mandatory pursuant to the terms of this Article 50, adjusted for corporate events such as distribution of dividends
and interest on stockholder’s equity, groupings, splits or warrants. If the greatest price paid by the Relevant Buyer in the twelve
(12) month period refers to common shares, such price shall be the acquisition price in the 30% Tender Offer for each common share of
the Company, and the acquisition price in the 30% Tender Offer for each preferred share shall be thirty-five (35) times the price of each
common share. Inversely, if the greatest price paid by the Relevant Buyer in the twelve (12) month period refers to preferred shares,
such price shall be the acquisition price in the 30% Tender Offer for each preferred share of the Company, and the acquisition price in
the 30% Tender Offer for each common share shall be 1/35 times the price of each preferred share.
3rd Paragraph - Launch of a 30% Tender
Offer does not preclude another shareholder or the Company from launching a competing tender offer according to the terms of the applicable
regulation.
4th Paragraph - The Relevant Buyer shall
meet any requests and requirements by the CVM within the prescribed timeframe of the applicable regulation.
5th Paragraph - If the Relevant Buyer does
not comply with the obligations imposed by this Article, including with respect to the maximum timeframes (i) for the implementation or
application to register, if applicable, the 30% Tender Offer; or (ii) to comply with any requests and requirements of the CVM, the Board
of Directors of the Company may call a Shareholders’ Meeting, in which the Relevant Buyer will not be allowed to vote, to vote on
the suspension of the rights of the Relevant Buyer who did not comply with any of the obligations imposed by this Article, in accordance
with Article 120 of Brazilian Corporate Law, without prejudice to the responsibility of the Relevant Buyer for damages and losses caused
to the other shareholders as a result of failing to comply with the obligations imposed by this Article 50.
6th Paragraph - The calculation of the
Participation in the Dividends that is equal to or greater than thirty percent (30%), pursuant to the terms in the caput of this Article
50, shall not include involuntary increases in the shareholders’ participation that result from the cancellation of treasury shares
or reduction of the capital stock of the Company due to the cancellation of shares.
7th Paragraph - The obligation to make
a 30% Tender Offer shall not apply to the Controlling Shareholder, as determined on March, 23th 2015, as well as its quotaholders, indirect
partners, heirs and successors, provided that such Controlling Shareholder or its quotaholders, indirect partners, heirs and successors
maintain, without interruption, ownership of a number of shares of the Company that represent a Participation in the Dividends equal to
or greater than seven and a half percent (7.5%) from March, 23th 2015 until the date in which they acquire, or become owners, for whatever
reason, of shares of the Company that represent Participation in the Dividends equal to or greater than thirty percent (30%), pursuant
to the terms in the caput of this Article.
ARTICLE 51 - The Company or the shareholders
responsible for the public tender offer for the acquisition of shares described in this Chapter X, in the Regulation or in the CVM regulation
may conduct such offer through an intermediary that is a shareholder or a third-party. The Company or the shareholder, as the case may
be, shall have the obligation to effect a public offer for the acquisition of shares until such public tender offer is concluded in accordance
with the applicable laws.
ARTICLE 52 - A single public tender offer
may be effected to fulfill more than one of the requirements in this Chapter X, the Regulation or CVM’s regulation, as long as it
is possible to make the procedures required for each of the public tender offers compatible, the buyers in the offer are not harmed and
CVM authorizes it, when required by applicable law.
CHAPTER XI
INTERPRETATION
ARTICLE 53 - For purposes of these Bylaws:
| a) | the Participation in the Dividends of any shareholder or represented by a certain number of shares shall
be expressed as a percentage, without taking into consideration any profit or its distribution in a given fiscal year and shall be determined
pursuant to the application of the following formula: |
![](https://content.edgar-online.com/edgar_conv_img/2023/04/18/0001292814-23-001624_gol202304176k1_001.jpg)
Whereas:
PnD = expression in percentage of the Participation
in the Dividends of the given shareholder;
XON = number of common shares of the Company held
by the shareholder or involved in the specific transaction in question on the calculation date.
XPN = number of preferred shares of the Company
held by the shareholder or involved in the specific transaction in question on the calculation date.
TON = number of total common shares issued by
the Company on the calculation date.
TPN = number of total preferred shares issued
by the Company on the calculation date.
| b) | Controlling Shareholder is a person or a group of persons (i) bound by agreements or voting contracts
of any nature, directly or through controlling, controlled or sister companies; or (ii) where there exists a control relationship; or
(iii) under common control (“Group of Shareholders”), that, in effect exercises the power to direct the social activities
and guides the functioning of the Company’s bodies, directly or indirectly, in fact or by law, regardless of the interest actually
held. There is a presumption of control with respect to persons or a Group of Shareholders who own shares that have given them an absolute
majority of shareholder votes present at three (3) consecutive Shareholders’ Meetings, even if the amount of shares held does not
give them an absolute majority of the voting shares. |
CHAPTER XII
GENERAL PROVISIONS
ARTICLE 54 - The situations not provided
for in these bylaws shall be resolved by the Shareholders’ Meeting and regulated according to the provisions of Brazilian Corporate
Law and the Regulation.
ARTICLE 55 - The Company, its Shareholders,
its Senior Managers and the members of the Fiscal Board undertake to resolve, by means of arbitration, before the Market Arbitration
Chamber, any and all dispute or controversy that may arise between them, related to or arising from, specially, the application, validity,
effectiveness, interpretation, violation and its effects, of the provisions contained in the Brazilian Corporate Law, Company’s
Bylaws, in the rules issued by the National Monetary Council, the Brazilian Central Bank and the Securities Commission, as well in the
other rules applicable to functioning of the securities market in general, as well as those of the Regulation, of the Sanctions Regulation
(as defined in the Regulation), of the Agreement for Listing in the Level 2 of Corporate Governance of the BM&FBOVESPA, and of the
Arbitration Regulation (as defined in the Regulation).
* * *
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: April 17, 2023
GOL LINHAS AÉREAS INTELIGENTES S.A. |
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By: |
/s/ Richard F. Lark, Jr. |
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Name: Richard F. Lark, Jr.
Title: Investor Relations Officer |
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