Incorporation of GLAI and GIB into GLA and future delisting from Level 2

SÃO PAULO, Oct. 13, 2025 /PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL54) ("GOL" or "Company"), one of the main airlines in Brazil, in compliance with article 157, paragraph 4, of Law No. 6,404/76 and the Resolution of the Brazilian Securities and Exchange Commission No. 44/2021 ("Resolution CVM 44"), hereby informs its shareholders and the market in general that, on this date, the Company's Board of Directors approved, among other matters, the convening of General Meetings to deliberate on the proposed merger of the Company and Gol Investment Brasil S.A., a privately held corporation registered with the CNPJ/MF under No. 55.012.370/0001-30 ("GIB"), into Gol Linhas Aéreas S.A., also a privately held corporation registered with the CNPJ/MF under No. 07.575.651/0001-59 ("GLA"), whose shares are wholly owned by the Company (the "Merger"). This transaction will result in the Company's withdrawal from Level 2 of Corporate Governance ("Level 2") of B3 S.A. – Brasil, Bolsa, Balcão ("B3").

The Merger aims to reorganize the Company's operations, generate synergies and reduce costs. The Company emphasizes that the implementation of the Merger remains subject to corporate approvals (including those at the General Meetings) and applicable third-party consents, as outlined below.

Below are the key terms and conditions of the Merger.

Structure and Exchange Ratio

The Merger will involve the consolidation of the Company and GIB into GLA, pursuant to the Protocol and Justification for the Merger of GIB and the Company by GLA (the "Protocol").

Upon completion of the Merger, GLA will absorb all assets and liabilities of the Company and GIB, thereby succeeding them in all rights and obligations. As a result, both the Company and GIB will be extinguished. In exchange, shareholders of the Company and GIB will receive common shares issued by GLA, as follows:

(i) Each shareholder of the Company will receive: (a) one (1) GLA common share for each common share of the Company held; and (b) thirty-five (35) GLA common shares for each preferred share of the Company held (the "GLAI Base Exchange Ratio").

(ii) Given that GIB's primary assets consist of shares in the Company (along with capital reserves) and that it has no material liabilities, GIB's sole shareholder will receive, in exchange for its shares, all GLA common shares originally allocated to GIB under the GLAI Base Exchange Ratio.

In accordance with CVM Guidance Opinion No. 35, the Company's Board of Directors has established an independent committee composed exclusively of independent directors to negotiate the terms and conditions of the Merger and the resulting exchange ratio.

Outstanding warrants issued by the Company and traded on B3 under the ticker "GOLL80" will, if not exercised prior to the Merger, be replaced by warrants issued by GLA ("GLA Warrant") on a one-for-one basis, with the corresponding cancellation of the GLAI Warrants, subject to the terms of the Protocol.

Each GLA Warrant will entitle its holder to subscribe for thirty-five (35) GLA common shares (i.e., in line with the GLAI Base Exchange Ratio), at the current issue price of R$5.82. 

The Company's treasury shares will be reissued by GLA in the same proportion as the GLAI Base Exchange Ratio and subscribed by GLA itself, remaining in treasury.

For clarity, the Company presents below a flowchart illustrating the current corporate structure, the proposed structure under the Merger, and the final structure post-Merger.

Merger's Flowchart

OPA Exit Level 2

GLA does not intend to register as a publicly held company or securities issuer. Consequently, GIB, as the controlling shareholder of the Company, will launch a public tender offer for the acquisition of shares issued by the Company to facilitate its delisting from Level 2, in accordance with the Company's bylaws (Section XI, item 11.3), the Level 2 Listing Regulations, and CVM Resolution No. 215, dated October 29, 2024, as amended (the "Level 2 Exit Tender Offer").

All minority shareholders holding preferred shares of the Company – including holders of GLAI Warrants who exercise them and acquire preferred shares of GLAI by a date to be announced by GLAI's management – will be eligible to participate in the Level 2 Exit Tender Offer.

The Company will engage a specialized firm to prepare an appraisal report of its shares, based on economic and financial criteria, for the purposes of the Level 2 Exit Tender Offer (the "Tender Offer Appraisal Report"). A Special General Meeting of Preferred Shareholders has been convened to select, from a triple list proposed by the Board of Directors, the firm responsible for preparing the Tender Offer Appraisal Report (the "Tender Offer Appraiser").

In accordance with Article 223, paragraphs 3 and 4 of Law No. 6,404/76, dissenting shareholders of the Company will be entitled to exercise withdrawal rights, as detailed in the Protocol.

As set forth in the Protocol, GIB reserves the right not to launch and/or carry out the Level 2 Exit Tender Offer if the total amount to be paid under the offer – resulting from the acquisition of preferred shares held by GLAI's minority shareholders, as determined by the price established in the Tender Offer Appraisal Report – is equal to or greater than R$47,250,000.00 (forty-seven million, two hundred and fifty thousand reais). In such case, if the Level 2 Exit Tender Offer is not launched, the Merger will not become effective, as one of the conditions precedent for the Merger will not have been satisfied

Key Terms and Conditions

The consummation of the Merger is subject, pursuant to Article 125 of the Civil Code, to the fulfillment of the following conditions precedent ("Conditions Precedent Merger"): (i) Launch, implementation, and settlement of the Level 2 Exit Tender Offer;  (ii) Approval of the Merger by the shareholders' meetings of the Company, GLA, and GIB;  (iii) Absence of changes, fluctuations, or acts, facts, or force majeure events that materially and adversely affect the assets of the companies, occurring between June 30, 2025, and the settlement date of the Level 2 Exit Tender Offer; (iv) Obtaining third-party authorizations from creditors of the Company or GLA, and/or from parties to agreements entered into by the companies, as provided for in the applicable contracts.

No fractional shares will result from the Merger, given the exchange ratio defined above.

The Merger will be implemented on a date to be defined by the Company, GIB, and GLA, following compliance with the Conditions Precedent Merger and the expiration of the 30-day period for the exercise of withdrawal rights by the Company's shareholders.

The Merger will result, among other effects, in: (i) a capital increase of GLA through the issuance of common shares, to be subscribed and paid in by the managers of the Company and GIB on behalf of their shareholders; and (ii) the issuance of GLA Warrant.

Up to and including the date of disclosure of the Material Fact announcing the implementation of the Merger, a General Shareholders Meeting of GLA will be held to elect the members of its Board of Directors.

Information required under Articles 21 and 22 of CVM Resolution No. 81 is provided in Exhibit I and Exhibit IV of the management proposal published on this date. These documents are available at the Company's headquarters (located at Rua Verbo Divino, No. 1,661, 11th floor, Chácara Santo Antônio, in the city of São Paulo, State of São Paulo, ZIP Code 04719-002), as well as on the websites of the Company (ri.voegol.com.br), the CVM (www.gov.br/cvm), and B3 (www.b3.com.br).

Context and rationale for the Merger

As part of the Company's financial reorganization and restructuring plan, a capital increase was carried out through the capitalization of credits held by various creditors, in accordance with the terms approved at the Extraordinary General Meeting held on May 30, 2025 ("Capitalization"). The total amount was R$12,029,337,733.91, resulting in the issuance of 8,193,921,300,487 common shares and 968,821,806,468 preferred shares by the Company.

In accordance with Law No. 6,404/76, all GLAI shareholders were given the opportunity to subscribe to their respective portions of the newly issued shares to avoid dilution. However, as disclosed in the Material Fact dated July 16, 2025, only approximately 0.76% of the total preferred shares exercised their preemptive rights.

Following the exercise of preemptive rights by certain shareholders, GIB became the holder of approximately: (i) 99.97% of the Company's common shares; and (ii) 99.22% of the Company's preferred shares.

This resulted in a free float of approximately 0.78% of the Company's preferred shares – significantly below the minimum percentage of outstanding shares required by the Level 2 Regulations ("Minimum Percentage of Outstanding Shares").

As disclosed in the Material Fact dated July 22, 2025, B3 granted the Company a deadline of January 18, 2027, to reclassify its free float to meet the Minimum Percentage of Outstanding Shares.

Additionally, as disclosed in the Material Fact dated September 30, 2025, B3 granted the Company a deadline of January 29, 2026, to adjust the unit quotation of its preferred shares to a minimum of R$1.00 per share, pursuant to Articles 46 to 50 of B3's Issuers' Regulation ("Minimum Quotation of Preferred Shares").

Considering this, and taking into account applicable legislation and regulations, the Company's management – together with its indirect controlling shareholder, Abra Group Limited, through its subsidiary GIB – evaluated alternatives and conducted studies to simplify the governance and organizational structure of the Company, GLA, and their respective subsidiaries. The goal is to enable operational efficiencies and reduce administrative and financial costs resulting from the reorganization, while also addressing the requirements related to the Minimum Percentage of Outstanding Shares and the unit price of preferred shares under B3's Issuers' Regulation.

The Merger seeks to streamline the Gol Group's organizational structure by consolidating the operations of the Company, GIB, and GLA, thereby enabling:

(i)  Optimization of operational efficiency through simplification of internal processes (e.g., accounting, tax obligations, intercompany transactions, current account management, and corporate acts);

(ii)  Enhanced and simplified cash management through enhanced cash concentration and lower carrying costs;

(iii)  Strengthening of the Company's financial position through unified and more efficient management of equity elements;

(iv)  Improved corporate governance and reduced structural complexity through the unification of the three companies under a single administration;

(v)  Utilization of tax synergies among the Company, GIB, and GLA; and

(vi)  Resolution of non-compliance with the Minimum Percentage of Outstanding Shares and the Minimum Quotation of Preferred Shares.

Risks

Considering that GIB is, on this date, the holder of 99.97% of the Company's common shares and 99.22% of its preferred shares, and that the Company is, on this date, the holder of 100% of GLA's capital stock, the Company's management understands that the Merger will not result in an increase in risk for GLA or the Company, nor will it impact the risk profile of the Company's shareholders or other interested parties, including GLA and GIB.

Nonetheless, shareholders should consider specific risks related to the implementation of the Merger, notably:

(i)  Risk of non-implementation: The consummation of the Merger is subject to approval by shareholders at the General Meeting and the fulfillment of the Conditions Precedent to the Merger. Failure to obtain such approvals may render the Merger unfeasible, and uncertainty regarding its potential non-implementation may adversely affect the trading price of the Company's shares.

(ii)  Risk of loss of liquidity and governance: The Company is currently registered in category "A" of issuers with the CVM and has its preferred shares listed at Level 2. GLA, however, does not intend to register as a publicly held company or as a securities issuer with the CVM, nor does it intend to list its shares on B3. Accordingly, upon consummation of the Merger, shareholders who do not sell their shares on the stock exchange or within the scope of the Level 2 Exit Tender Offer, nor exercise their withdrawal rights, will receive shares in GLA – a closely held company without CVM registration and without market liquidity for its shares. Furthermore, GLA will not be subject to the minimum corporate governance requirements set forth in the Level 2 regulations, including, but not limited to, rules regarding board composition, voting rights on certain reserved matters, enhanced market disclosures, and tag-along rights for common and preferred shares. As a result, shareholders who receive GLA shares may experience a significant reduction in both the liquidity of their investments and the scope of their corporate rights, compared to the regime currently applicable to shares issued by the Company.

Discontinuation of the Disclosure of Projections (Guidance)

Pursuant to CVM Resolution No. 44 and CVM Resolution No. 80/22, the Company informs that, due to the corporate and financial changes arising from the potential Merger, it has decided to discontinue the disclosure of its financial projections as set forth in item 3 of the Reference Form.

Next Steps

The Company has already convened the Extraordinary General Meeting and the Special General Meeting of Preferred Shareholders, both scheduled for November 4, 2025, to deliberate on the Merger and the appointment of the Tender Offer Appraiser.

Following these approvals, the Company will engage with the Tender Offer Appraiser, as selected by the holders of GLAI's preferred shares at the Special General Meeting. Upon issuance of the Tender Offer Appraisal Report, GIB will proceed with the necessary steps to carry out the Level 2 Exit Tender Offer, including the required filings with the CVM and B3.

After settlement of the Level 2 Exit Tender Offer, a withdrawal rights period will be offered, as previously detailed. Upon expiration of this period and full satisfaction (or waiver, as applicable) of the Conditions Precedent to the Merger, the Merger will be implemented and completed.

The Company will continue to keep shareholders and the market at large duly informed of each stage of the Merger and the Level 2 Exit Tender Offer, in accordance with applicable laws and regulations.

About GOL

GOL is one of Brazil's leading domestic airlines and is part of the Abra Group. Since its founding in 2001, the Company has maintained the lowest unit cost in Latin America, democratizing air travel. GOL has alliances with American Airlines and Air France-KLM and offers 18 codeshare and interline agreements to its customers, providing greater convenience and seamless connections to destinations served by these partners. With the purpose of "Being the First for Everyone", GOL delivers the best travel experience to its passengers and offers the best loyalty program, Smiles. In cargo transportation, Gollog enables package delivery to various regions in Brazil and abroad. The Company has a team of 14,6 highly qualified aviation professionals focused on Safety — GOL's number one value — and operates a standardized fleet of 141 Boeing 737 aircraft. The Company's shares are traded at B3, under the ticker GOLL54. For more information, visit www.voegol.com.br/ri.

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SOURCE GOL Linhas Aéreas Inteligentes S.A.