Valuation Report SP-0116/14-01

GOL LINHAS AÉREAS INTELIGENTES S.A.

REPORT: SP-0116/14-01 BASE DATE: March 31st, 2014

APPLICANT: VRG LINHAS AÉREAS S.A., hereinafter called GRUPO GOL.

Closely-held Corporation, with head office located at Praça Senador Salgado Filho, S/N, Térreo, Centro, in the City and State of Rio de Janeiro, registered with the General Roster of Corporate Taxpayers (CNPJ) under No. 07.575.651/0001- 59.

OBJECT: GOL LINHAS AÉREAS INTELIGENTES S.A., hereinafter called GOL.

Publicly-held Corporation, with head office located at Rua Tamoios, nº 246, Térreo, Jardim Aeroporto, in the City and State of São Paulo, registered with the General Roster of Corporate Taxpayers (CNPJ) under No. 06.164.253/0001-87.

PURPOSE: Determine the economic value of the shares of GOL, based on the future profitability methodology, for the purpose of capital increase with issuance of new shares, in compliance with Article 170, 1st paragraph of Law No. 6.404/76 (Corporate Law).

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EXECUTIVE SUMMARY

APSIS was appointed by GRUPO GOL to determine the economic value of the FINAL VALUE FOUND shares of GOL, based on the future profitability methodology, for the The following table presents a summary of GOL’s economic value, on the purpose of capital increase with issuance of new shares, in compliance with base date of March 31st, 2014: Article 170, 1st paragraph of Law No. 6.404/76 (Corporate Law). expected rate of return 11.7% 12.2% 12.7% The future profitability methodology is based on a retrospective analysis, perpetuity growth rate 4.5% 4.5% 4.5% ECONOMIC VALUE OF GOL LINHAS AÉREAS INTELIGENTES S.A. (R$ thousands) scenario projections and discounted cash flows. The economic-financial DISCOUNTED CASH FLOW 5,380,854 5,267,103 5,157,094 modeling begins with the definitions of the macroeconomic assumptions and DISCOUNTED RESIDUAL VALUE 7,355,941 6,593,311 5,935,811 of the microeconomic assumptions such as airline ticket sales, flight OPERATING VALUE OF GOL LINHAS AÉREAS INTELIGENTES S.A. (R$ thousands) 12,736,795 11,860,414 11,092,905 occupancy rate, average stage per flight, quantity of flights per day, number NET INDEBTEDNESS (4,707,537) (4,707,537) (4,707,537) NON-OPERATING ASSETS - - - of aircrafts, average quantity of seats per flight, operating costs and ECONOMIC VALUE OF GOL LINHAS AÉREAS INTELIGENTES S.A. (R$ thousands) 8,029,258 7,152,877 6,385,368 investments undertaken by the company or business unit under assessment. TOTAL SHARES 276,714,601 ECONOMIC VALUE PER SHARE (R$) 29.02 25.85 23.08 ESTIMATES * The c a lc ula t ed v a lues ​​do not include treasury shares.

Based on GOL’s projected Net Cash Flow for 10 (ten) years, considering perpetuity as of YEAR 11, these values were discounted to present value, by applying a nominal discount rate of 12,2% p.a.

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INDEX

1. INTRODUCTION ------4 2. PRINCIPLES AND QUALIFICATIONS ------5 3. LIABILITY LIMITS ------6 4. GOL´s PROFILE ------7 5. SECTOR ANALYSIS ------10 6. ASSESSMENT METHODOLOGIES ------12 7. ECONOMIC-FINANCIAL MODELING ------14 8. CONCLUSION ------19 9. LIST OF ATTACHMENTS ------20

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1. INTRODUCTION

APSIS CONSULTORIA EMPRESARIAL LTDA., hereinafter called APSIS, with head The APSIS team in charge of preparing this report comprises the following office located at Rua da Assembleia, nº 35, 12th floor, Centro, in the City professionals: and State of Rio de Janeiro, registered with the General Roster of Corporate . ANA CRISTINA FRANÇA DE SOUZA Taxpayers (CNPJ/MF) under No. 27.281.922/0001-70, was appointed by Vice-President (CREA/RJ 1991103043) . ANTONIO LUIZ FEIJÓ NICOLAU GRUPO GOL to determine the economic value of the shares of GOL, based on Director . EDUARDO DE CASTRO ROSSI the future profitability methodology, for the purpose of capital increase with Director (CREA/SP 5062320397) issuance of new shares, in compliance with Article 170, 1st paragraph of Law . JOÃO ARTHUR PAES DE MIRANDA SANTOS Project manager No. 6.404/76 (Corporate Law). . LUIZ PAULO CESAR SILVEIRA Vice-President (CREA/RJ 1989100165 e CRC/RJ-118263/P-0) For the preparation of this report, we used data and information provided by . MARCIA APARECIDA DE LUCCA CALMON Technical Director (CRC/SP-143169/O-4) third parties in the form of documents and verbal interviews with the client. . MÁRCIA MOREIRA FRAZÃO DA SILVA The estimates used in this process are based on documents and information Director (CRC/RJ-106548/O-3) . RENATA POZZATO CARNEIRO MONTEIRO which include, among others, the following: Vice-President . RICARDO DUARTE CARNEIRO MONTEIRO . Financial and accounting statements of GOL on the base date and of President (CREA/RJ 1975102453) . SERGIO FREITAS DE SOUZA previous years; Vice-President (CORECON/RJ 23521-0) . GOL’s multiannual projections/budgets; and . Reports from ABEAR and from other associations related to the sector.

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2. PRINCIPLES AND QUALIFICATIONS

The Report subject to the work that was itemized, calculated and specified, strictly complies with the fundamental principles described below:

. The consultants do not have any direct or indirect interests in the . APSIS assumes full liability over the matter of Appraisal Engineering, companies involved or in the operation, nor are there any other including implicit appraisals, for the exercise of its honorable duties, relevant circumstances which may characterize a conflict of primarily established in the appropriate laws, codes or regulations. interests. . The present Report complies with the specifications and criteria . APSIS’ professional fees are not in any way whatsoever subject to the determined by the Brazilian Association of Technical Standards conclusions of this report. (ABNT - Associação Brasileira de Normas Técnicas), Uniform . To the best of the consultants’ knowledge and credit, the analyses, Standards of Professional Appraisal Practice (USPAP) and the opinions and conclusions expressed in this report are based on data, International Valuation Standards Council (IVSC), in addition to the diligence, research and surveys that are true and correct. requirements imposed by different agencies and regulations, such as: . For the purposes of this report, one assumes that the information CPC (Accounting Standards Committee), the Ministry of Treasury, received from third parties is correct, and that the sources thereof Central Bank, Bank of Brazil, CVM (Securities and Exchange are comprised in said report. Commission), SUSEP (Superintendence of Private Insurance), Income . For projection purposes, we assume the inexistence of liens or Tax Regulations (RIR), Brazilian Committee of Business Valuators encumbrances of any nature, whether judicial or extrajudicial, (CBAN), etc. affecting the assets subject to the work in question, other than those . The controller and the managers of the companies involved did not listed in this report. direct, limit, hinder or practice any acts whatsoever that have or . The report presents all the limiting conditions imposed by the may have prevented the access, use or knowledge of data, goods, adopted methodologies, which may affect the analyses, opinions and documents or work methodologies relevant to the quality of the conclusions comprised therein. conclusions herein. . The report was prepared by APSIS and no one other than the consultants themselves prepared the analyses and respective conclusions.

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3. LIABILITY LIMITS

. In order to prepare this report, APSIS used historic data and or used for any other purpose other than the aforementioned one, information audited by third parties, or not audited, and non-audited without a prior and written consent from APSIS. projected data provided in writing or verbally by the company’s . The analyses and conclusions contained herein are based on several management or obtained from the sources mentioned. Therefore, premises, held on this date, of future operating projections, such as APSIS has assumed that the data and information obtained for this prices, volumes, market shares, revenues, taxes, investments, report are true, and, as such, does not have any liability with respect operating margins, etc. Therefore, the company's future operating to their reliability. results may be different from any forecast or estimate contained in . The scope of this work did not include audit of the financial this report, especially in the case of future knowledge of information statements or revision of the works performed by its auditors. As not available at the date of issue of this Report. such, APSIS is not hereby expressing its opinion about the Applicant´s . This analysis does not reflect events and their impacts occurred after financial statements. the date of issue of this Report. . We are not liable for occasional losses to the Applicant and its . APSIS is not responsible for direct and indirect losses or loss of profits subsidiaries, or to its partners, directors, creditors or to other eventually resulting from improper use of this Report. parties as a result of the use of data and information provided by the . We emphasize that understanding the conclusion of this Report will company and comprised herein. only be possible with a complete reading, including its attachments, . Our work has been developed solely to be used by the Applicants and and any conclusions from partial readings may be incorrect or its partners, aiming at the previously described purpose. Therefore, misleading and should not be drawn. this Report shall not be published, circulated, reproduced, disclosed

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4. GOL´s PROFILE

GOL was created in the year 2000, and BRAZILIAN AIR TRANSPORT MARKET SHARE: launched in the market the following year, with the mission of popularizing and democratizing airline transportation in Brazil and in South America. Its strategy was to offer reduced air fares, representing a transport option accessible to all. TRADEMARKS: In 2004 the Company launched its first public offering in the Stock Markets of São Paulo (Bovespa) and New York (NYSE). The year 2007 was marked by the acquisition of Varig and, during 10 (ten) years (between 2001 and 2011), its fleet grew 1130%.

The Company currently concentrates its sales online and has introduced the concept of intelligent check-in through the internet.

GOL has over 16 thousand employees, 137 aircrafts, 65 bases (51 national and 14 international) and performs 910 daily departures throughout the week Furthermore, GOL holds alliances in code-share regimes, which allows a (data from Dec/13). customer with tickets issued by GOL to travel with different Airlines, namely:

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SERVICES:

. GOL+ - The aircrafts GOL+ offer greater comfort and more service is available for flights between Brasilia (BSB) and Rio de spaciousness on the Rio de Janeiro (SDU) – São Paulo (CGH) route. Janeiro (SDU) and Vitoria (VIX) and Rio de Janeiro (SDU). Smiles Besides having the greatest offer of seats and receiving the best Diamond clients as well as passengers flying with Flexible Rates and ranking (A seal) established by the National Civil Aviation Agency Smiles Any Day tickets don’t pay for the choice of Special Seats. (ANAC), they are equipped with the most modern technology for . Transport between airports – Transport between airports offered to Boeing Sky Interior aircrafts. In addition, the aircrafts contain the GOL and Delta clients. In order to use it, clients must simply present GOL+ Comfort seats, which offer 10 cm of more space between to the driver their boarding pass (printed or on their mobile phones) seats, recline 50% more and also offer the middle seat blocked for or proof of purchase, together with an identification document. more privacy. Such seat may be purchased starting from R$ 30.00 or Besides air conditioning, GOL’s buses also offers live TV and free free of charge for Smiles Diamond and Delta Elite clients. Wireless Internet access in order for clients to check-in online, . VoeGol Mobile Phone Store – Includes the purchase of tickets and anticipate their flight or simply have fun using the internet. The check-in through mobile phones. route is exclusive and with no stops in other stations. . In-Flight Service – The In-Flight Service was created in order to offer . Intelligent Check-in – Available on computers, smartphones, mobile further options to GOL clients. The menu comprises a selection of phones and totems; check-in without paper; quick baggage check. choices such as sandwiches, snacks, juices, beer, wine, and coffee, . VoeGol Store on Facebook – Includes the purchase of flights and among others. Payment is carried out during flights, by credit card or check-in through Facebook. national currency, for greater convenience. Note that the In-Flight . Comfort Class – An exclusive class that offers clients various benefits. Service is offered only in flights with a minimum duration of 1 hour Before the flight, the client has priority check-in, differed baggage and 15 minutes. allowance and access to the VIP room in Guarulhos (SP). . GOL Special Seats – Currently, two options of special seats are Furthermore, clients have a bonus of 50% in earning miles as well as offered, namely: “Special Seats Emergency Exit: seats located near boarding priority. During the flights, clients are entitled to the the airplane’s emergency exit, ensuring more comfort for the flight, following benefits: more room between seats, blocked middle seats, and “Special Seat with Empty Middle Seat”: the client may choose to a distinguished in-flight service, magazines, exclusive carry-on travel with the middle seat having been blocked, assuring that no luggage compartment (BINS), exclusive bathroom and comfort kit one will sit next to him and therefore assure more privacy. This including toothpaste, toothbrush, dental floss, blankets and pillows.

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It should be noted that Comfort Class is available only for flights that . Car Rental – A partnership between GOL and Localiza which offers depart from Guarulhos (GRU) or Galeão (GIG) and with destination in clients a 20% discount in renting any available category and an Caracas (CCS), Punta Cana (PUJ), Aruba (AUA), Barbados (BGI), Santo automatic upgrade of a category A vehicle to a category C vehicle Domingo (SDQ), Miami (MIA), and Orlando (MCO) (doors, air conditioning, power steering, automated windows and . Insurances – When purchasing the Travel Assistance, originated from locks). a partnership between GOL and Sul América, clients will be insured . Hotels – the partnership with Booking.com offers GOL clients special in the cases of Accidental Death, Full Permanent Disability due to deals for the available destinations. More comfort for the clients who Accident and Lost Baggage. When purchasing the ticket and choosing are able to plan their trip all in one website. the option of purchasing the “Travel Assistance Prize” clients are . Smiles Program – GOL’s relationship program which offers more miles also entitled to winning a prize of R$ 5,000.00 + 125,000 Smiles after every flight, in addition to products, sales and exclusive miles. advantages to our most frequent clients.

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5. SECTOR ANALYSIS

The aviation sector in Brazil has been going through deep structural transformations and constant strategic changes by the players that operate in the country, demonstrating a more mature market as a whole.

Currently the aviation sector in Brazil is disputed by four principal players: TAM, GOL, Azul and Avianca. The graph below demonstrates the market share distribution among these companies:

Source: Abear

In terms of demand, we can highlight the positive impact of the increase of the average purchase power of the Brazilian population. During the last 12 years, class C was responsible for the increase of spending in the air travel sector, as demonstrated by the following graph. The second graph shows the total projection of passengers, according to ABEAR, which was of 98 million in 2012 and will reach 211 million in the year 2020: Source: Abear

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Although the aviation sector demonstrates that there is still room to grow, some structural factors present in Brazil, such as the lack of airports and the precariousness of the existing airports may delay such growth.

The table below shows that most of the Brazilian airports have already been operating at their maximum capacities. Besides this factor, investments in construction and maintenance of airports are very slow, hindering the increase of total flight offers in the country.

Source: Abear

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6. ASSESSMENT METHODOLOGIES

INCOME APPROACH: CASH FLOW CASH FLOW NET OF INVESTED CAPITAL

This methodology defines the company’s profitability as its operating value, Profit before non-cash items, interest and taxes (EBITDA) equivalent to the discounted value of the future net cash flow. This flow ( - ) Non-cash items (depreciation and amortization) consists of net income after taxes plus non-cash items (depreciations and ( = ) Net Operating Profit before taxes (EBIT) amortizations) and deduction of investments in operating assets (working ( - ) Income Tax and Social Contribution (IR/CSSL) capital, plants, installed capacity, etc.). ( = ) Net Operating Profit after taxes ( + ) Non-cash items (depreciation and amortization) The projected period of the net cash flow is determined by considering the ( = ) Gross cash flow time that the company will take to provide a stable operational activity, ( - ) Capital Investments (CAPEX) i.e., without operational variations deemed relevant. The flow is then ( + ) Other inflows brought to present value, using a discount rate which will reflect the risk ( - ) Other outflows associated with the market, business and capital structure. ( - ) Working capital variation NET CASH FLOW ( = ) Net operating cash flow

In order to calculate the net cash flow, we used the Invested Capital as a RESIDUAL VALUE measure of income, according to the table alongside, and based on the theories and economic practices most commonly accepted by the market, Perpetuity is considered after the end of the projected period, which especially from the following works: contemplates all the flows to be generated after the last projection year and their respective growths. The company’s residual value (perpetuity) is . DAMODARAN, Aswath. Avaliação: Princípios e Prática. In: ______(Autor) Finanças Corporativas: teoria e prática. 2ª Edição. Porto usually estimated by using the constant growth model. This model assumes Alegre: Bookman, 2004. p. 611-642. that, after the end of the projected period, net income will have constant . PRATT, Shannon P. Income Approach: Discounted Economic Income perpetual growth. It also calculates the value of perpetuity in the last year Methods. In: ______(Autor) Valuing a Business: The Analysis and of the projected period through the geometric progression model, carrying Appraisal of Closely Held Companies. 3ª Edição. EUA: Irwin Professional Publishing, 1996. p. 149-202. it, next, to the first projection year.

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DISCOUNT RATE Another necessary adjustment is the inclusion of non-operating assets, i.e., those that are not consolidated in the company’s operational activities, The discount rate to be used to calculate the present value of the earnings which are added to the operating value found. determined in the projected cash flow represents the minimum profitability required by investors, considering that the company will be financed partly Cost of Equity Re = Rf + beta*(Rm – Rf) + Rp + Rs by equity, which will demand a higher profitability than that obtained in a Risk-free rate – based on the annual interest rate of the U.S. Rf Treasury for 20-year securities, considering long-term U.S. standard risk investment, and partly by debt capital. inflation. Market Risk – measures the value of a fully diversified portfolio of Rm Such rate is calculated based on the WACC - Weighted Average Cost of shares for a period of 20 years. Capital methodology, according to which the cost of capital is determined by Country Risk – represents the risk of investing in an asset in that Rp country compared to a similar investment in a country considered the weighted average of the economic value of the capital structure safe. Premium risk for size – measures how much the size of the components (equity and debt capital), described next. Rs company affects its risk level. The risk-free rates are usually based on the U.S. Treasury bonds. For the cost Beta Adjusts the market risk to the risk of a specific sector. of equity capital, 20-year securities are used, a term that most accurately Levered Beta Adjusts the sector’s beta to the company’s risk. reflects the concept of a company´s continuity. For the cost of debt capital, Cost of Debt Rd = Rf (*) + alfa + Rp 10-year securities are considered, since they more accurately reflect the Risk-free rate – based on the annual interest rate of the U.S. Rf (*) term in which a company is able to raise funds in the international market. Treasury for 10-year securities, considering U.S. inflation. Specific risk – represents the risk of investing in the Company Alfa COMPANY VALUE under assessment.

The net cash flow of Invested Capital is generated by the company’s overall Discount Rate WACC = (Re x We) + Rd (1 –t) x Wd operation, available to all financing entities, shareholders and other Re = Cost of equity capital. investors. Therefore, for determining the value of shareholders, a deduction Rd = Cost of debt capital. of the general indebtedness to third parties is required. We = Percentage of equity capital in the capital structure. Wd = Percentage of debt capital in the capital structure. T = Effective income tax and social contribution rate of the Company.

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7. ECONOMIC-FINANCIAL MODELING

For the purposes of this report, the future profitability methodology was . For the annual period, the fiscal year from April 1st through March applied to determine the economic value of GOL. 31st was considered; . For calculating present value, the mid-year convention was The economic-financial modeling of GOL was conducted so as to demonstrate considered; the Company’s ability to generate cash within the time-frame considered, . The flow was projected based on constant currency and the present using basically the aforementioned information as basis. value was calculated on a nominal discount rate (considering Projections were made for the period deemed necessary, under full inflation); operational and administrative conditions, and based on the following . Unless otherwise indicated, figures were expressed in thousands of assumptions: Reais; and . The methodology is based on the generation of Discounted Free Cash . In order to achieve the forecasted results for the company’s future Flow; fiscal years, the consolidated balance sheet dated March 31st, 2014 . To determine the company’s value, a period of 10 (ten) years was (see Attachments), was used as a starting balance. considered; The Attachments presents the economic-financial modeling in detail, whose . The Free Cash Flow was analytically projected for a 10 (ten) year operating projections were based on the company’s historical performance. period, from 2014 through 2024, and perpetuity was considered as of

YEAR 11 (nominal growth of 4,5%);

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WORKING CAPITAL DEPRECIATION

Terms projected based on the account balances of GOL’s balance sheet, We considered a depreciation rate of 8.8% p.a. on the Fixed Assets ended on March 31st, 2014, and management information from the company. comprised in the Balance Sheet on the base date, and on new investments. Working Capital variation was calculated considering the parameters below, INVESTMENTS as of April, 2014: A total investment of R$ 6,973,198 thousand was considered, maintaining . CURRENT ASSETS: the Fixed Assets for the entire projective period, considering the USAGE No. OF DAYS ORIGIN depreciation of the current fixed assets adjusted by inflation. Cash and Cash Equivalents 65 NOR DETERMINING THE DISCOUNT RATE Accounts Receivables 14 NOR Inventories 6 COGS + OE The discount rate is calculated through the WACC - Weighted Average Cost Taxes Recoverable 4 NOR of Capital method, a model in which the cost of capital is determined by the Anticipated Expenses 4 COGS + OE weighted average of the market value of the capital structure components Other Credits and Values 3 NOR (equity and debt capital).

. CURRENT LIABILITIES: The parameter values used for calculating the discount rate are provided in the Attachments of this Report. The main sources of these parameters have SOURCES No. OF DAYS ORIGIN been highlighted below: Suppliers 21 COGS + OE Labor Liabilities 10 COGS + OE . Risk-free rate (cost of net equity): Corresponds to the yield, on Tax Liabilities 4 COGS + OE 03/31/2014, of the 20-year U.S. T-Bond (Federal Reserve), Airport Taxes and Fees 11 COGS + OE http://www.treas.gov/offices/domesticfinance/debtmanagement/i Transportation to be Executed 43 NOR nterest-rate/yield_historical.shtml; Mileage Program 7 NOR . Beta d: equivalent to the area’s average beta, researched on the Clients’ Advanced Payments 6 COGS + OE Provisions 8 COGS + OE Bloomberg database, program provided by Bloomberg with stock Other Liabilities 3 COGS + OE market data and financial information. The data provided by Bloomberg consists of the levered beta of different companies,

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according to their respective capital structures. We unlevered the the U.S. market) in the young Brazilian market. The first step is to betas relative to each company, considering the respective capital determine the cost of funding for the sector under assessment or for structures. This way, we found the respective gross betas. We the Company, in case its size allows a distinguished treatment by calculated the average of the gross betas found, in order to then financial institutions. In the case of GOL, we applied a nominal cost leverage it according to the capital structure of the company in of funding of 7.88% p.a.; and question. This calculation is necessary in order to correct any . Utilization of U.S. projected inflation of 2.0% per year. possible distortions in calculating beta generated by the differences Finally, with the parameters used for the calculation, we reached a nominal in capital structure of each company; discount rate of 12.2% p.a. . Risk Premium: corresponds to the Spread between SP500 and the 20- CALCULATION OF OPERATING VALUE year U.S. T-Bond, according to Ibbotson 2014, publication with long- term market analysis (shares, inflation, etc.). Source: 2014 Ibbotson Based on the operating cash flow projected for the next 10 (ten) years and SBBI Valuation Yearbook: Appendix C, Table C-1. EUA: Morningstar, the Company’s residual value since then (assuming a perpetuity growth rate 2014; of 4.5%), we discounted these figures at present value using the nominal . Size Premium: corresponds to the risk premium according to the discount rate described above. company´s size, considering the U.S. stock market. Source: 2014 It is important to observe that the results of the Company’s future hedge Ibbotson SBBI Valuation Yearbook: Appendix C, Table C-1. EUA: operations were not taken into account, since the achievement of profit Morningstar, 2014; with this type of operation is not part of the company’s core business. . Brazil Risk: Portal Brasil (03/31/2014), website: http://www.portalbrasil.net/indices_dolar.htm; NON-OPERATING ASSETS . Risk-free rate (cost of the debt): Corresponds to the yield, on Non-operating assets were not considered for this assessment. 03/31/2014, of the -year U.S. T-Bond (Federal Reserve), website:

http://www.treas.gov/offices/domestic-finance/debt- management/interest-rate/yield_historical.shtml; . Specific Risk (Alfa): The model for formation of the cost of debt (Rd) is performed “from back to front”, in order to avoid distortions in

the application of models developed for mature markets (such as

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INDEBTEDNESS ANALYSIS

A net indebtedness of R$ 4,707,537 thousand was considered on the base date, according to the following chart:

NET INDEBTEDNESS (R$ Thousands) Financial Investments 488,678 Restricted Cash 7 Profits with operations with derivatives 9,524 Restricted Cash (Long Term) 208,193 Other credits and values 4,741 Anticipated expenses 24,456 Linked Deposits 878,979 Loans and Financing 479,586 Liabilities with derivatives operations 27,036 Loans and Financing 4,989,173 Provisions 276,197 Mileage Program 469,981 Clients´advancements 402 Tax Liabilities 62,131 Other liabilities 17,609 TOTAL (4,707,537)

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ECONOMIC VALUE OF GOL Summarizing the aforementioned items, further detailed in the Attachments, we reached the following values:

expected rate of return 11.7% 12.2% 12.7% perpetuity growth rate 4.5% 4.5% 4.5%

ECONOMIC VALUE OF GOL LINHAS AÉREAS INTELIGENTES S.A. (R$ thousands)

DISCOUNTED CASH FLOW 5,380,854 5,267,103 5,157,094 DISCOUNTED RESIDUAL VALUE 7,355,941 6,593,311 5,935,811

OPERATING VALUE OF GOL LINHAS AÉREAS INTELIGENTES S.A. (R$ thousands) 12,736,795 11,860,414 11,092,905

NET INDEBTEDNESS (4,707,537) (4,707,537) (4,707,537) NON-OPERATING ASSETS - - -

ECONOMIC VALUE OF GOL LINHAS AÉREAS INTELIGENTES S.A. (R$ thousands) 8,029,258 7,152,877 6,385,368

TOTAL SHARES 276,714,601

ECONOMIC VALUE PER SHARE (R$) 29.02 25.85 23.08

* The c a lc ula t ed v a lues ​​do not include treasury shares.

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8. CONCLUSION

In light of the examinations of the above mentioned documents and based on APSIS´ studies, the experts concluded that the economic value per share of GOL is situated within the range between R$ 23.08 (twenty-three reais and eight centavos) and R$ R$ 29.02 (twenty-nine reais and two centavos).

Appraisal report SP-0116/14-01 was prepared in the form of a Digital Report (electronic document in Portable Document Format - PDF), with the digital certification of its technical officials and printed by APSIS, composed of 20 (twenty) pages typed on one side and 03 (three) attachments. APSIS Consultoria Empresarial Ltda., CREA/RJ 1982200620 and CORECON/RJ RF/02052, a company specialized in asset valuation, legally represented hereunder by its directors, makes itself available to provide any further clarifications that may be required.

Rio de Janeiro, May 23th, 2014.

Director Project Manager

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9. LIST OF ATTACHMENTS

1. VALUATION CALCULATIONS

2. SUPPORTING DOCUMENTS

3. GLOSSARY AND APSIS´PROFILE

RIO DE JANEIRO - RJ SÃO PAULO - SP Rua da Assembleia, nº 35, 12º andar Av. Angélica, nº 2.503, Conj. 42 Centro, CEP 20011-001 Consolação, CEP 01227-200 Tel.: + 55 (21) 2212-6850 Fax: + 55 (21) 2212-6851 Tel.: + 55 (11) 3666-8448 Fax: + 55 (11) 3662-5722

Report SP-0116/14-01 20 Avaliação para Demonstrações Financeiras Valor Justo (Fair Value) · Combinação de Negócios (Mais Valia /Ativos Intangíveis/Ágio - Goodwill) · Fundamentação do Ágio para Fins Fiscais · Teste de Impairment (Redução ao Valor Recuperável de Ativos) · Ativos Intangíveis (Marcas, Softwares e Outros) Diferente A diferença está em uma equipe de · Ativos Biológicos profissionais multidisciplinares com experiência de mais de · Alocação de Preço de Aquisição (PPA – Purchase Price Alocation) 30 anos de mercado. · Propriedade para Investimento Atuamos junto a clientes de diversos portes e dos mais variados setores da economia. Corporate Finance Simples Queremos simplificar as coisas para você. · Fusões & Aquisições (M&A - Mergers & Aquisitions) · Compra e Venda de Unidade de Negócio Somos um time do tamanho das suas necessidades. · Negociação de Alianças Estratégicas (Joint Ventures) Somos ágeis, precisos e diretos ao ponto. · Abertura de Capital (IPO – Inicial Public Offering) · Colocação Privada (Private Placement) Inteligente Inteligência se traduz na capacidade de · Emissão / Reestruturação de Dívida entender rapidamente o seu problema e transformá-lo em · Elaboração de Plano de Negócios solução. Utilizando criatividade, conhecimento e experiência. Gestão de Ativo Imobilizado · Inventário com Emplaquetamento · Conciliação Contábil · Integração entre Contabilidade e Manutenção · Confecção de Cadastro Contábil SERVIÇOS APSIS · Avaliação de Ativos Imobilizados para Fins Diversos · Vida Útil Econômica, Valor Residual e Valor de Reposição

Avaliação para Reestruturação Societária Consultoria Imobiliária · Avaliação de Ativos em Fundos de Investimento · Estudo de Viabilidade Econômico-Financeira · Oferta Pública de Ações (OPA) · Vida Útil Econômica, Valor Residual e Valor de Reposição · Aumento de Capital · Análise de Rentabilidade de Carteiras Imobiliárias · Laudos para Fusão, Cisão e Incorporação · Garantia Bancária / Dação em Pagamento / Seguro · Patrimônio Líquido a Mercado (Relação de Troca) · Valor de Compra & Venda / Locação · Resolução Alternativa de Disputas (ADR) · Avaliação de Engenharia Estrutural / Vistoria e Medição em Obras AÇÚCAR GUARANI (GRUPO TEREOS) GP INVESTIMENTOS ALGAR HYPERMARCAS ALIANSCE SHOPPING CENTERS IDEIASNET ALL - AMÉRICA LATINA LOGÍSTICA INBRANDS AMBEV IOCHPE MAXION ANDRADE GUTIERREZ JBS ANGRA PARTNERS KRAFT FOODS APSIS ANHANGUERA L’ORÉAL ÁQUILLA ASSET MANAGEMENT LAFARGE ARCELOR MITTAL LAVAZZA AXXON GROUP LEADER MAGAZINE AYESA INTERNATIONAL LIGHT BANCO MODAL LIQUIGÁS BANK OF AMERICA MERRILL LYNCH LOBO & IBEAS ADVOGADOS BHG - BRAZIL HOSPITALITY GROUP LOJAS AMERICANAS BIAM GESTÃO DE CAPITAIS LORINVEST (LORENTZEN) BM&A - BARBOSA, MÜSSNICH & ARAGÃO ADVOGADOS MACHADO, MEYER, SENDACZ E OPICE ADVOGADOS BM&F BOVESPA MAGNESITA BNDES MARFRIG BNY MELLON MATTOS FILHO ADVOGADOS BRAZIL PHARMA MG A.A DE INVESTIMENTOS BR MALLS MICHELIN BR PROPERTIES MULTIPLAN Rio de Janeiro BRASIL FOODS OI S.A. BRASKEM OWENS ILLINOIS AMERICA LATINA Rua da Assembleia, 35 - 12º andar

ALGUNS CLIENTES BROOKFIELD INCORPORAÇÕES (BRASCAN) PÁTRIA INVESTIMENTOS Centro - CEP 20011-001 BTG PACTUAL PEIXE URBANO BUNGE FERTILIZANTES PETROBRÁS Tel.: +55(21) 2212-6850 CAMARGO CORRÊA PINHEIRO GUIMARÃES ADVOGADOS Fax: +55(21) 2212-6851 CAMIL ALIMENTOS PINHEIRO NETO ADVOGADOS [email protected] CARLYLE BRASIL PROCTER & GAMBLE CARREFOUR PSA PEUGEOT CITROEN CASA & VIDEO QUATTOR São Paulo CCX - EBX - IMX - LLX - MMX REPSOL YPF CEG REXAM CIELO Av. Angélica, 2503 - Conj. 42 RH MED Consolação - CEP 01227-200 CLARO RIO BRAVO CLUB MED ROTSCHILD & SONS Tel.: +55(11) 3662-5453 COCA-COLA SEARA Fax: +55(11) 3662-5722 COMITÊ OLÍMPICO BRASILEIRO - COB SHELL [email protected] CONTAX CPFL SHV CSN - COMPANHIA SIDERÚRGICA NACIONAL SOUZA, CESCON, BARRIEU E FLESCH ADVOGADOS DUFF & PHELPS TAURUS www.apsis.com.br EMBRAER TELOS FUNDAÇÃO EMBRATEL EMBRATEL TIM BRASIL ENERGIA SUSTENTÁVEL DO BRASIL TOTVS ENERGISA TRENCH, ROSSI E WATANABE ADVOGADOS ESTÁCIO PARTICIPAÇÕES ULHÔA CANTO, REZENDE E GUERRA ADVOGADOS ESTALEIRO ALIANÇA ULTRAPAR ETERNIT UNIMED FEMSA BRASIL VALE FGV - FUNDAÇÃO GETÚLIO VARGAS VEIRANO ADVOGADOS FGV – PROJETOS VEREMONTE FOZ DO BRASIL VIA VAREJO S.A. FRESH START BAKERIES (EUA) VINCI PARTNERS GAFISA VIVO GENERAL ELETRIC DO BRASIL (GE) VOTORANTIM GERDAU W. TORRE GETNET WHEATON DO BRASIL GOL LINHAS AÉREAS INTELIGENTES WHITE MARTINS GOUVÊA VIEIRA ADVOGADOS XP INVESTIMENTOS