GOL LINHAS AÉREAS INTELIGENTES S.A.

(“Company”)

CNPJ/MF nº 06.164.253/0001-87

NIRE 35.300.314.441

MINUTES OF THE BOARD OF DIRECTORS’ MEETING

HELD ON FEBRUARY 14, 2014

I. Date, Time and Place: On February 14, 2014, at 08:30 a.m., on Praça Comte. Linneu Gomes, S/N, Portaria 3 – Prédio 15 – Meeting Room of the Board of Directors of Gol Linhas Aéreas Inteligentes S.A., Jardim Aeroporto, São Paulo – SP (“Company”). II.  Attendance: All the members of the Board of Directors of the Company. III.  Chairmanship of the Meeting: Chairman: Mr. Constantino de Oliveira Junior, Secretary: Miss. Claudia Karpat. 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) execution of the Guaranty Agreement entered into by the Company, in order to guaranty the performance of the obligations undertaken by VRG Linhas Aéreas S.A. (“VRG”), by issue of Promissory Notes, referring to the payment of the technical services to be performed in the engines of the aircraft of VRG, its subsidiary, by issue of Promissory Notes; (ii) execution of the Participation Agreement by and between the Company, VRG; JPMorgan Chase Bank, National Association; Wells Fargo Bank, National Association; Export-Import Bank of the United States; financial institutions which shall participate in the financing, to be identified in the Participation Agreement; (iii) execution of the Issuer Indemnity Agreement, of the Note Purchase Agreement, and of the Fee Letters providing for direct obligations of the Company in relation to the financing agreements for repair services in VRG aircraft engines; and (iv)  execution of any other agreements, commitments or documents related to the financing of the repair services in VRG aircraft engines, as guaranteed by the Export-Import Bank of the United States. VI. RESOLUTIONS: After the necessary explanations were provided and after a detailed review of the pertinent documents referring to the matters listed above was carried out, the following items of the agenda have been approved by unanimous vote: (i) execution of the Guaranty Agreement, dated February 05, 2014, in order to guaranty the performance of the obligations undertaken by VRG, a subsidiary of the Company, by issue of Promissory Notes, the proceeds thereof to be applied towards the payment of the technical services to be performed in the engines of VRG aircraft; (ii)  execution of the Participation Agreement by and between VRG; JPMorgan Chase Bank, National Association; Wells Fargo Bank, National Association; Export-Import Bank of the United States; financial institutions which shall participate in the financing, to be identified in the Participation Agreement and the Company; (iii) execution of the Issuer Indemnity

Agreement, of the Note Purchase Agreement, and of the Fee Letters providing for direct obligations of the Company in relation to the financing agreements for repair services in VRG aircraft engines; and execution of any other agreements, commitments or documents related to the financing of the repair services in VRG aircraft engines, as guaranteed by the Export-Import Bank of the United States. VII.  Adjournment of the Meeting and Drawing-up of the Minutes:  After the floor was offered to anyone who might wish to use it, and as nobody voiced the intention to do so, the meeting was adjourned for the necessary time for the drawing-up of these minutes, which upon the reopening of the meeting were read, checked and signed by the Chairman and by the Secretary of the meeting. I hereby certify that this is a faithful copy of the minutes which were drawn-up in the proper book.