NOVEMBER 5TH, 2025
GOL: Approval of the Incorporation of GLAI and GIB into GLA
São Paulo, November 4, 2025 – 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 Brazillian Corporations Law and Resolution of the Brazilian Securities and Exchange Commission No. 44/2021 (“CVM Resolution 44”), in addition to the Material Fact disclosed on October 13, 2025, hereby informs its shareholders and the market in general that, on this date, the merger of the Company and Gol Investment Brasil S.A. (“GIB”) by Gol Linhas Aéreas S.A. (“GLA”), whose shares are wholly owned by the Company (“Merger”), was approved at the Extraordinary General Meeting (“Extraordinary General Meeting”) and at the Special General Meeting of the Company’s Preferred Shareholders, held on this date (“Special General Meeting” in, together with the Extraordinary Assembly, the “General Meetings”).
As a consequence of the Merger, and considering that GLA will not be registered as a publicly-held company and/or will list its shares for trading on the stock exchange, subject to the terms of the Protocol and Justification approved at the General Meetings, GIB, as the Company’s controlling shareholder, will carry out a tender offer for the acquisition of shares issued by the Company for the exit from Level 2 of Corporate Governance of B3 S.A. – Brazil, Bolsa Balcão, pursuant to the Company’s Bylaws, Section XI, item 11.3 of Level 2 Listing Regulations and CVM Resolution No. 215, of October 29, 2024, as amended (“Level 2 Exit Tender Offer”).
Regarding the choice of the institution responsible for the draft of the appraisal report for the purposes of the Level 2 Exit Tender Offer (“Tender Offer Appraiser”), the Company informs that, at the Special Meeting, the minimum quorum established in the Brazilian Corporations Law for the installation, on first call, and deliberation of the choice of the Tender Offer Appraiser within the scope of the Special Meeting, according to item (ii) of its agenda, was not met.
Thus, the Company’s management will publish a new notice calling the shareholders to a new Special General Meeting of the Company’s Preferred Shareholders, to be held, on second call, on November 13, 2025.
The Special Meeting will be held, on second call, with the presence of any number of shareholders and will be held exclusively in person, and the submission of a remote voting ballot is also allowed, pursuant to CVM Resolution 81. The Voting Ballot already sent when attempting to hold the Special Meeting, on first call, will be considered valid and effective. Furthermore, it will be counted for the purposes of the Special Meeting to be held on second call. Such Voting Ballot will only be discarded if: (i) the shareholder sends a new Ballot with voting instructions different from those originally sent, in which case the last version of the Voting Ballot will be considered; or (ii) the shareholder sends an e- mail to the Corporation requesting the discard of its Voting Ballot.
The Special Meeting will be held exclusively in person, and the submission of a remote voting ballot is also allowed, pursuant to CVM Resolution 81.
After the selection of the Tender Offer Appraiser at the Special General Meeting of Preferred Shareholders, GIB will hire the Tender Offer Appraiser, pursuant to the proposal approved at the new Special General Meeting of Preferred Shareholders, and will initiate the procedures for the issuance of the appraisal report of the Level 2 Exit Tender Offer.
The Company will keep shareholders and the market in general duly informed about the next steps of the Merger and Level 2 Exit Tender Offer, pursuant to the applicable laws and regulations.