GOL LINHAS AÉREAS INTELIGENTES S.A.

Corporate Taxpayer’s ID (CNPJ) No. 06.164.253/0001-87

 State Registry (NIRE) No. 35.300.314.441

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON NOVEMBER 4, 2016

I. Date, Time and Venue: November 4, 2016, at 2 p.m., at Praça Comte. Linneu Gomes, S/N, Portaria 3 – Prédio 15 – at the Meeting Room of the Board of Directors, Jardim Aeroporto, São Paulo, CEP 04626-020 (“Company”). II. Attendance: All the members of the Company's Board of Directors attended the meeting. III. Presiding Board: Mr. Constantino de Oliveira Junior, took over as the Chairman of the Presiding Board and invited me, Richard Freeman Lark Jr., to act as Secretary. IV. Call Notice: Waived, due to the attendance of all the members of the Board of Directors. V. Agenda: Resolve on: (i) the approval of the Company's Financial Statements concerning the third quarter of 2016, with the special review from Ernst & Young Auditores Independentes S.S. (“EY”); (ii) under the restructuring process of its fleet, the granting of a guarantee by the Company to its subsidiary, Gol Linhas Aéreas S.A. (“GOL”), to ensure the fulfillment of the obligations of the subsidiary, as the lessee in the Lease Agreements to be entered with Wells Fargo Bank Northwest and CIT Aerospace International, of the Boeing 737-800 aircraft, with serial numbers 30621 and 3580, and of the Boeing 737-700 aircraft with serial numbers 30239 and 30246; (iii) the signature, by the Company, of credit agreement to be entered by GOL, as the debtor, by JPMorgan Chase Bank, National Association, as lender (“JPMorgan”), by Export-Import Bank of the United States, as the additional guarantor (“Em-Im Bank”) and the Company, in the amount of US$10,456,000.00 (ten million, four hundred and fifty-six thousand US dollars) ("Credit Agreement"); (iv) the provision of a guarantee provided by the Company for the obligations undertaken by GOL under the Credit Agreement, upon the signature of the Credit Agreement and the Guarantee Agreement between the Company,  JPMorgan and Em-Im Bank (“Guarantee Agreement”); (v) the approval of the inclusion of an appendix in the Policy of Cash Management; (vi) the authorization for the Company's executive officers and proxies to carry out all measures and all acts necessary for the implementation of the resolutions to be approved regarding items "ii", "iii" and "iv"; (vii) the proposal of corporate reorganization of its subsidiaries, in order to simplify and optimize the operational and financial structure of the Companies; (viii)  the amendments to the Internal Rules of the Committee of Personnel Management and Corporate Governance, as approved by the respective Committee; and (ix) the increment of new Policies of Internal Control for Governance before hiring suppliers. VI. Resolutions: After provided the necessary clarifications, the members unanimously approved: (i) the approval of the Company's Financial Statements concerning the third quarter of 2016, with the special review from EY. Thus, a copy of the Financial Statements,  which were duly approved and signed by the presiding board, will be filed at the Company's headquarters and will be disclosed within the legal deadline; (ii) under the restructuring process of its fleet, the granting of a guarantee by the Company to its subsidiary, in order to ensure the fulfillment of the obligations of the subsidiary, as the lessee in the Lease Agreements to be entered with Wells Fargo Bank Northwest and CIT Aerospace International, of the Boeing 737-800 aircraft, with serial numbers 30621 and 3580, and of the Boeing 737-700 aircraft with serial numbers 30239 and 30246; (iii) the signature, by the Company, of the Credit Agreement; (iv) the provision of a guarantee provided by the Company for the obligations undertaken by GOL under the Credit Agreement, upon the signature of the Credit Agreement and the Guarantee Agreement; (v) the inclusion of an appendix in the Policy of Cash Management; (vi) the authorization for the Company's executive officers and/or proxies to carry out any and all measures, to carry out any and all acts and to sign all de documents necessary for the implementation of the resolutions approved in items "ii", "iii" and "iv", who are even authorized to negotiate the terms and conditions of the Credit Agreement and of the Guarantee Agreement, pursuant to the market's best practices; (vii) the approval of the proposal of corporate reorganization of its subsidiaries, in order to simplify and optimize the operational and financial structure of the Companies; (viii) the amendments to the Internal Rules of the Committee of Personnel Management and Corporate Governance, as approved by the respective Committee; and (ix) the approval of the increment of new Policies of Internal Control for Governance before hiring suppliers.  VII. Closure of the Meeting and Drafting of the Minutes: After offering the floor to anyone who intended to use it and, as no one did, the meeting was suspended for the time necessary to draft theses minutes, which, after restarting the meeting, was read, verified and approved by those attending. Signatures: Presiding Board: Constantino de Oliveira Junior – Richard Freeman Lark Jr. – Secretary. Members of the Board of Directors: Constantino de Oliveira Junior, Ricardo Constantino, Joaquim Constantino Neto, William Charles Carroll, Antonio Kandir and Germán Pasquale Quiroga Vilardo. This is a free English translation of the original minutes drawn up in the Company’s proper book.

São Paulo, November 04, 2016.

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