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 MARCH 15, 2019
I. Date, Time and Place: March 15, 2019, at 6:00 p.m., at Gol Linhas Aéreas Inteligentes S.A. (“Company”), Praça Comte. Linneu Gomes, s/nº, Portaria 3, Prédio 7, Meeting Room of the Board of Directors, Jardim Aeroporto, City and State of São Paulo. II. Calling and Attendance: Waived, due to the attendance of all members of the Board of Directors: Constantino de Oliveira Junior, Joaquim Constantino Neto, Ricardo Constantino, William Charles Carroll, Antonio Kandir, Germán Pasquale Quiroga Vilardo, André Béla Jánszky, Francis James Leahy Meaney, and Miss Anna Luiza Serwy Constantino. III. Presiding Board: Mr. Constantino de Oliveira Junior was the chairman of the meeting, and invited me, Graziela Galli Ferreira Barioni, to act as secretary of the meeting. IV. Agenda: To pass resolutions on the approval of the 2019 fiscal year Management Proposal to be submitted to the Annual General and Extraordinary Shareholders’ Meeting of the Company, required by applicable laws, especially CVM Instruction no. 481/09 (“ICVM 481/09”), including: a) the Proposal for Allocation of 2018 results; and b) the Proposal for Management Compensation for the fiscal year 2019. V. Resolutions: After the necessary explanations were provided and after a detailed review of the documents regarding the matter hereof, were approved by unanimous vote the 2019 fiscal year Management Proposal to be submitted to the Annual General and Extraordinary Shareholders’ Meeting of the Company, as required by applicable laws, especially ICVM 481/09, including the Proposal for Management Compensation for the fiscal year 2019, in the amount up of to R$ 44,571,472.06 (forty-four million, five hundred and seventy-one thousand, four hundred and seventy-two reais and six cents). Regarding the Management Proposal for allocation of the result, the Company having recorded a loss for fiscal year 2018, the Directors report that no distribution of dividends related to the fiscal year 2018 shall be made to the shareholders. The Management Proposal to be submitted to the Annual General and Extraordinary Shareholders’ Meeting were duly initialed by the Presiding Board, filed at the Company’s head office, and will be disclosed to shareholders in accordance with applicable requirements. VI. Suspension of the Meeting and Drawing-up of the Minutes: The floor was offered to whoever might wish to use it, and since nobody did so, the meeting was suspended for the time necessary 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, as chairman; Graziela Galli Ferreira Barioni, as secretary. Members of the Board of Directors: Constantino de Oliveira Junior, Joaquim Constantino Neto, Ricardo Constantino, 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, March 15, 2019
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__________________________________ Constantino de Oliveira Junior Chairman |
___________________________________ Graziela Galli Ferreira Barioni Secretary |
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GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
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By: |
/S/ Richard Freeman Lark Junior | |
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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.