Smiles : Material Fact - Corporate Reorganization

Material Fact - Corporate reorganization

Barueri, October 15^th, 2018 - SMILES Fidelidade S.A. (B3: SMLS3) ('SMILES') informs that, on October 14, 2018, SMILES's controlling shareholder, GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4 e NYSE: GOL) ('GOL') disclosed the following Material Fact:

'GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4 e NYSE: GOL), Brazil's #1 airline, ('GOL'), informs that (i) on the date hereof it has communicated to Smiles Fidelidade S.A. (B3: SMLS3) ('SMILES') its intention to not renew the operating and backoffice services agreements (together, the 'Operating Agreement') executed among GOL, Gol Linhas Aéreas S.A. ('GLA') and SMILES (jointly, the Companies' or the 'Group'), beyond its current expiration date in 2032; (ii) it is initiating proceedings aiming at a corporate reorganization of the Group; and (iii) it has requested that an extraordinary general shareholders' meeting of SMILES be called to include a provision for the creation of an independent special committee ('Independent Committee'), in accordance with the procedures of CVM's Opinion No. 35, dated September 1st, 2008 ('CVM's Opinion 35'), in SMILES' bylaws, to negotiate the terms of the Reorganization.

The contemplated Reorganization includes, (i) the creation, by GLA, of preferred shares, with increased economic rights in relation to the common shares of GLA ('GLA Preferred Special Shares'); (ii) the sale of common shares issued by GLA to GOL's controlling shareholder, Fundo de Investimento em Participações Volluto ('Volluto'); (iii) the merger of SMILES into GOL, with the issuance by GOL, to the shareholders of SMILES, of GOL preferred shares of the class currently existing ('GOL Preferred Shares'), and of a new class of redeemable preferred shares of GOL ('GOL Redeemable Preferred Shares'); (iv) the redemption of the GOL Redeemable Preferred Shares, with payment in cash over a period of time to be determined; (v) the capital increase of GLA, against contribution, by GOL, of assets and liabilities related to activities of SMILES; and (vi) as a second step, GOL's migration to the Novo Mercado.

The term of the Reorganization will be negotiated with SMILES' Independent Committee and, where applicable, submitted for approval by GOL's and SMILES' shareholders.

SMILES will keep their shareholders and the market informed about the Reorganization according to applicable regulation.

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SMILES FIDELIDADE S.A

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