GOL LINHAS AÉREAS INTELIGENTES S.A.

CNPJ/MF nº 06.164.253/0001-87

NIRE 35.300.314.441

MINUTES OF THE BOARD OF DIRECTORS’ MEETING

HELD ON JULY 28, 2016

I. Date, Time and Place: July 28, 2016, at 7:00 p.m. on Praça Comte. Linneu Gomes, S/N, Portaria 3 – Prédio 15 – Board of Directors’ Meeting Room, Jardim Aeroporto, São Paulo, CEP 04626-020 (“Company”). II. Attendance: All the members of the Board of Directors of the Company. III. Chairmanship of the Meeting: Mr. Constantino de Oliveira Junior was the chairman of the meeting, and invited me, Claudia Karpat, to act as secretary of the meeting; IV. Call Notice: Waived, due to the attendance of all the members of the Board of Directors. V. Agenda: To pass resolutions on the following matters: (i) acceptance of the resignation of the current Executive Vice President and Chief Financial Officer  and Investor Relations Officer; (ii) acceptance of the resignation of two members of the Board of Directors; (iii) election of a new Executive Vice President and Chief Financial Officer and Investor Relations Officer; (iv) appointment of a new Vice-Chairman of the Board of Directors; (v) approve the calling of a special shareholders’ meeting for election of new members to the Board of Directors; and (vi) having in consideration the resignation set forth in item “ii” above, the appointment of candidates to the vacant offices in the Board of Directors, to be elected at the next Special Shareholders’ Meeting of the Company. VI. Resolutions: After the necessary explanations were provided, the following items of the agenda were approved by unanimous vote: (i) acceptance of the resignation of Mr. Edmar Prado Lopes Neto from the office of Executive Vice President and Chief Financial Officer and Investor Relations Officer, as from this date; (ii) acceptance of the resignation of Mr. Richard Freeman Lark Jr. from the office of member of the Board of Directors and of member of the Statutory Audit Committee - “CAE” and of Mr. Henrique Constantino from the office of member of the Board of Directors and of member of the Financial Policy Committee, Risk Policies Committee, Alliances Committee and People Management and Corporate Governance Committee, both as from this date, with new members to be elected to occupy the vacant offices in the referred committees in at the next meeting of the Board of Directors; (iii) under the terms of art. 17 and following ones of the Company’s Bylaws, the election of Mr. Richard Freeman Lark Jr., Brazilian, single, business manager, bearer of Identity Card (R.G.) nº 50.440.294-8 SSP/SP and enrolled with the Individual Taxpayer Registry (C.P.F.) under nº. 214.996.428-7, resident and domiciled at Praça Comandante Linneu Gomes, s/n, portaria 3, Jardim Aeroporto, in the city and State of São Paulo, CEP 04626-020, to the office of Executive Vice President and Chief Financial Officer and Investor Relations Officer and elected for a term of office to start as from this date and to expire at the Board of Directors’ Meeting that shall elect the board of executive officers of the Company, to be held in 2017; (iv) in view of the resignation of Mr. Henrique Constantino, the appointment of Mr. Joaquim Constantino Neto to the office of Vice-Chairman of the Board of Directors;  (v) in view of the resignations mentioned in item “ii” above, calling of a Special Shareholders’ Meeting of the Company, to be timely made, for the election of new members to the Board of Directors; and (vi) having in regard the resignations mentioned in item “ii” above, the appointment of Mr. Andrew Jánszky and Ms. Anna Luiza Constantino to the vacant offices in the Board of Directors, pursuant to election at the next Special Shareholders’ Meeting of the Company. VII. Adjournment of the Meeting and Drawing-up of these Minutes: The floor was offered to whoever might wish to use it, and since nobody did so, the meeting was adjourned for the necessary time for the drawing-up of these minutes. After the meeting was reopened, these minutes were read, checked and signed by the attendees. Signatures: Chairmanship of the Meeting: Constantino de Oliveira Junior – Chairman; Claudia Karpat – Secretary. Members of the Board of Directors: Constantino de Oliveira Junior, Ricardo Constantino, Joaquim Constatino Neto, William Charles Carroll, Antonio Kandir, Germán Pasquale Quiroga Vilardo. I hereby certify that this is a faithful copy of the minutes drawn-up in the proper book.

São Paulo, July 28, 2016.

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