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.
(“Publicly-held Company”)
CNPJ/MF nº 06.164.253/0001-87
NIRE 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON FEBRUARY 16, 2017
I. Date, Time and Place: February 16, 2017, at 02:30 p.m., on Praça Comte. Linneu Gomes, S/N, Portaria 3 – Prédio 15 – Meeting Room of the Board of Directors, Jardim Aeroporto, São Paulo, SP (“Company”). II. Calling and Attendance: Waived, due to the attendance of all the members of the Board of Directors. III. Presiding Board: Mr. Constantino de Oliveira Junior was the chairman of the meeting, and invited me, Richard Freeman Lark Jr., to act as secretary of the meeting. IV. Agenda: To pass the resolution on the following matters: (i) The approval of the Financial Statements of the Company for the fiscal year of 2016, with special revision by Ernst & Young Auditores Independentes S.S. (“EY”); (ii) the changing of the Depositary Bank for the “American Depositary Receipts” (“ADRs”) Program registered by the Company before the United States of America Securities and Exchange Commission (“SEC”); (iii) the approval of the execution of Amendment to the Deposit Agreement to reflect the new Depositary Bank in order to reflect the changing of the ratio of each ADRs; and (iv) the authorization for the Executive Officers to perform the necessary acts for compliance with the resolutions of the agenda. V. Resolutions: After the necessary explanations were provided, after detailed review of the documents referring to the matter hereof, were approved by unanimous vote: (i) the Financial Statements of the Company, including the Management Report, the Opinion issued by the Independent Auditors, all of them about the fiscal year 2016 (“Financial Statements”), which will be submitted to the Annual Shareholders Meeting, with the recommendation for the shareholders to approve the same. The Financial Statements duly approved and initialed by the Presiding Board, will be filed with the head-office and will be disclosed by the Company within the legal term; (ii) the changing of the Depositary Bank for the ADR Program registered by the Company before the SEC; (iii) the execution of an Amendment to the Deposit Agreement, to do the changing of the actual ratio of the preferred shares to each ADR of the Company, which will be submitted to CVM timely; and (iv) the authorization for the Executive Officers to perform the necessary acts for compliance with the resolutions of the agenda. VI. Suspension of the Meeting and Drawing-up of the Minutes: The floor was offered to whoever might wish to use it, and since nobody did so, the meeting was suspended for time necessary for these minutes to be drawn-up. Upon the reopening of the meeting, these minutes were read, checked and signed by the attendees. Signatures. Presiding Board: Constantino de Oliveira Junior – Chairman; Richard Freeman Lark Jr. – Secretary. Members of the Board of Directors: Constantino de Oliveira Junior, Ricardo Constantino, Joaquim Constantino Neto, William Charles Carroll, Antonio Kandir, Germán Pasquale Quiroga Vilardo, André Béla Jánszky, Anna Luiza Serwy Constantino and Francis James Leahy Meaney. I hereby certify that this is a faithful copy of the minutes that were drawn-up in the proper book.
São Paulo, February 16, 2017.
___________________________________ Constantino de Oliveira Junior Chairman |
____________________________________ Richard Freeman Lark Jr. Secretary |
GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
By: |
/S/ Richard Freeman Lark Junior | |
Name: Richard Freeman Lark Junior
Title: Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.