Smiles Fidelidade : Material Fact - Corporate Reorganization

SMILES FIDELIDADE S.A.

Publicly-held company

Corporate Taxpayer's ID (CNPJ/MF): 05.730.375/0001-20

Company Registry (NIRE): 35.300.493.095

MATERIAL FACT

Barueri, January 31, 2020 - SMILES FIDELIDADE S.A. (B3: SMLS3) ("SMILES"), pursuant to the provisions of Normative Instruction No. 358, of January 3, 2002, of the Brazilian Securities and Exchange Commission, as amended, and Paragraph 4 of Article 157, of Law No. 6404 of December 15, 1976, hereby informs its shareholders and the market in general that received from its controlling shareholder, GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4 e NYSE: GOL), the following notice:

"Dear Sirs,

1 GOL LINHAS AÉREAS INTELIGENTES SA ("GOL") announces that it transferred all the common shares issued by SMILES Fidelidade SA ("Company") of its ownership, representing 52.607% of the Company's capital stock, to its wholly-owned subsidiary GOL Linhas Aéreas SA ("GLA"). Accordingly, GOL became the indirect parent company of the Company and GLA became the direct parent company of the Company. This change does not represent any material effect for the Company, given that there was no change in control and decision making.

2 The operational procedure for transferring the shares with the custodian bank is ongoing.

3 In order to comply with the provisions of Article 12 of Instruction No. 358 of the Brazilian Securities and Exchange Commission ("CVM"), dated January 3, 2002, as amended, GOL hereby requests to the Investor Relations Director the disclosure of the following information to CVM and the other competent entities:

1. GLA is private company, registered with CNPJ/MF under the number 07.575.651/0001-59, headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Senador Salgado Filho Square, s/nº, Santos Dumont Airport, ground floor, public area, between axes 46-48/OP;
2. the equity interests transferred by GOL to GLA consist of 65,310,486 non-par value nominative common shares, representing 52.607% of the Company's capital stock; and
3. the transfer of shares will not result in a change of the Company's control or administrative structure.

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4 We remain at your disposal for any additional clarifications or comments that you deem necessary on the subject.

Sincerely,"

SMILES will keep their shareholders and the market informed about such reorganization in accordance with the applicable regulation.

SMILES FIDELIDADE S.A.

Andre Fehlauer

Finance and Investor Relations Director and President

e-mail: [e-mail]

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