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What does GOL being a Level 2 company in BM&FBOVESPA means?

In 2000, the BM&FBOVESPA introduced three special listing segments, known as Level 1 and 2 of Differentiated Corporate Governance Practices and New Market (Novo Mercado), aiming at fostering a secondary market for securities issued by Brazilian companies with , securities listed on the BM&FBOVESPA, by prompting such companies to follow good practices of corporate governance. The listing segments were designed for the trading of shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed by Brazilian law. These rules generally increase shareholders´ rights and enhance the quality of information provided to shareholders.

To become a Level 1 "(Nível 1) company, in addition to the obligations imposed by current Brazilian law, an issuer must agree to (a) ensure that shares of the issuer representing 25% of its total capital are effectively available for trading, (b) adopt offering procedures that favor widespread ownership of shares whenever making a public offering;: (c),comply with minimum quarter1y disclosure standards inc1uding cash flow statements, (d) follow stricter disclosure policies with respect to transactions made by controlling shareholders, directors and officers involving securities, issued by the issuer; (e) submit, any existing shareholders´ agreements and stock option plans to the BM&FBOVESPA; and (f) make all annual calendar announcing scheduled corporate events, bringing information on the company, the event, date and title it is going to take place; any changes in the schedule shall be prompt1y forwarded to BM&FBOVESPA and published.

To become a Level 2 (Nível 2) company, in addition to the obligations imposed by current Brazilian law, an issuer must agree to (a) comply with all of the listing requirements for Level 1 companies; (b) grant tag-along rights for all shareholders in connection with a transfer of control of the company, offering the same price paid per share for controlling block common shares and 80% of the-price paid per share for controlling block preferred shares, (c) grant voting right to holders of preferred shares in connection with certain corporate restructuring and related party transactions such as: (i) any transformation of the company into another corporate form, (ii) any merger, consolidation or spin-off of the company, (ii) approval of any transactions between the company and the controlling shareholder, inc1uding parties related to the controlling shareholder,(iv) approval of any valuation of assets to be delivered to the company in payment for shares issued in a capital increase, (v) appointment of an independent company, with renowned expertise, to ascertain the economic value of the company in connection with any deregistration and delisting tender offer, and (vi) any changes to these voting rights,(d) have aboard of directors comprised of at least five members, of which at least 20% shall be "independent", as defined by the BM&FBOVESPA, with a term limited to two years,(e) if it elects to delist from the Leve12 segment, hold a tender offer by the company’s controlling shareholder (the minimum price of the shares to be offered will be the economic value determined by an appraisal process), and, for the same purposes, in the case of companies with diffuse control (controlling power exercised by the shareholder holding less than 50% of the voting capital and per group of shareholders who are not signatories of voting agreements and which is not under a common control and does not act as a representative of a common interest) to comply with complementary rules to be issued by BM&FBOVESPA; (f) disclose: (i) quarterly financial statements in English or prepared in accordance with U.S. GAAP or International Financial Reporting Standards (IFRS); and (ii) annual financial statements in English, including cash flow statements, prepared in accordance with U.S. GAAP or International Financial Reporting Standards ( IFRS), in American Dollars or reais, and (g) adhere exclusively to the rules of the BM&FBOVESPA Arbitration Chamber for resolution of disputes involving the controlling shareholders, - the managers and, the members of the fiscal committee.

To be listed in the Novo Mercado, an issuer must meet all of the requirements described above, in addition to (a) issuing only voting shares and ensure that all the shares will be composed exclusively of common shares, (b) granting tag-along rights for all shareholders in connection with a transfer of control of the company, offering the same price paid per share for controlling block common shares.

In May 2004, we entered into an agreement with the BM&FBOVESPA to comply with the requirements to become a Level 2 company. Upon the closing of our global public offering of our preferred shares on May 3, 2005, we are in compliance with the requirement to achieve a free float of 25% of our preferred shares. In addition to complying with Level 2 requirements, we have also granted tag­ along rights to holders of our preferred shares in connection with a transfer of control of our company; offering preferred shareholders 100% of the price paid per common share of controlling block shareholders. Furthermore, we prepare quarterly financial statements in accordance with US. GAAP. In 2005, we are included in the following indexes: IbrXI00 (Índice Brasil, lndex Brazil), TOC (Índice de Ações com Governanca Corporativa Diferenciada, Special Corporate Governance Index), ITAg (Índice de Ações com Tag Along Diferenciado, Special Tag Along Stock Index) and MSCI (Morgan Stanley Capital International Index), which reflects our increased market capitalization and liquidity of our preferred shares.

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Where are GOL´s preferred shares traded? What´s the ticker?

GOL ‘s shares are traded on the São Paulo Stock Exchange (BM&FBOVESPA) under the ticker ‘GOLL4‘ and on the NYSE under ‘GOL‘.

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When may preferred shares acquire voting rights?

Each common share entitles its holder to one vote at our shareholders meetings. Preferred shares have no voting rights, except that each preferred share entitles its holder to one vote at our shareholders´ meeting to decide on certain specific matters, such as: (i) Any transformation of the company into another corporate type; (b) any merger, consolidation or spin-off of the company; (ii) approval of any transactions between the company and its controlling shareholder or parties related to the controlling shareholder; (iii) approval of any evaluation of assets to be delivered to the company in payment for shares issued in a capital increase; (iv) appointment of an expert to ascertain the fair value of the company in connection with any deregistration and delisting tender offer; (v) any changing to this voting rights and (vi) approval of a change or our corporate purpose. Holders of preferred shares are entitled to attend shareholders´ meetings and to participate in the discussions. The Brazilian corporation law provides that non-voting shares, such as preferred shares, may acquire voting rights if the company fails to distribute fixed or minimum dividends in connection with such shares for three consecutives fiscal years and will retain such voting rights until the distribution of such fixed or minimum dividends. Because our preferred shares are not entitled to the payment of any fixed or minimum dividend, holders for our preferred shares cannot acquire voting rights as a result of our failure to distribute dividends.

Controlling shareholders may nominate and elect a majority of the members of the board of directors of Brazilian companies. In a Brazilian company, management is not entitled to nominate directors for election by the shareholders. Non-controlling shareholders and holders of non-voting shares are entitled to elect representatives to the board, as described above. Holders of a threshold percentage of the voting shares may also request, up to 48 hours prior to any general shareholders´ meeting, that the election of directors be subject to cumulative voting. The threshold percentage required for cumulative voting for a corporation such as ours is currently 5% of the outstanding shares. Shareholders who vote to elect a representative of the non-controlling shareholders may not cast cumulative votes to elect other members of the board.

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How can I check my position of GOL’s shares on the internet?

Now it is easier and faster for individual shareholders to consult their share position. Information for the control of investments is available on the Internet: equity position, statements, dividend payment, income and tax withholdings return and subscription list.

For non-account holders of Banco Itau, the access is safe, quick and simple, visit www.investshop.com.br/acionistas. Just follow the steps below and at the end your access will be available:

1 - Access www.investshop.com.br/acionistas;
2 - Click on ‘Click here to Access the restricted area‘;
3 - Enter your CPF and security code and click ‘Continue‘;
4 - Fill in your registration information to create your login and password;
5 - Enter your login;
6 - Click on your name and then enter the password using the electronic keyboard;
7 - Fill in the questionnaire. For your safety, answer the questions according to the information which is on Itaú´s database, not based on the form filled to create your login;
8 - Your access is available.

For account holders of Itaú, Uniclass and Personnalité, login to check your account at www.itau.com.br. The Income Report is available on the Account Menu and the other information on the Investment Menu. Simple and secure.

If you have questions or need more information, please call (11) 3003-9285 for capitals and Metropolitan Areas or 0800 7209285 for other locations, on weekdays from 9 a.m to 6 p.m.

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When is the payment of dividends?

We intend to declare and pay dividends and/or interest attributed to shareholders´ equity, as required by Brazilian corporation law and our by-laws. Our board of directors approved the distribution of dividends and/or interest attributed to shareholders´ equity, calculated based on our non-consolidated semiannual or quarterly financial statements. The declaration of annual dividends, including dividends in excess of the mandatory distribution, requires approval by the vote of the majority of the holders of our common shares.

Regardless of the referred fixed amount, it is a assured the payment of the minimum dividend of 25% of the corporate years net profit, and if necessary, the Company will make the year-end supplementary dividend payment.

The amount of any distributions will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our Board of Directors and shareholders. GOL has paid R$664.7 million in dividends to its shareholders since 2004. Within the context of our tax planning, we may in the future continue determining that it is to our benefit to distribute interest attributed to shareholders´ equity.

The following table sets forth the distributions out of net income that GOL made or will make to its shareholders in respect of 2003, 2004, 2005, 2006, 2007, 2008, 2010 and 2011 net income. All these amounts distributed or to be distributed were or will be in the form of dividends / interest attributable to shareholders.

Period Ex-dividend Date Payment Date Payment Per Share (1) Total Amount Paid(2) Payment Ratio (3)
Quarter ended on 12/31/03 Dividend - 03/22/04 R$ 0.44 26.5 25.00%
Total NA NA R$ 0.44 26.5 25.00%
Quarter ended on 12/31/04 Dividend - 04/22/05 R$ 0.32 60.7 26.60%
Total NA NA R$ 0.32 60.7 26.60%
Quarter ended on 12/31/05 Dividend
JSCP
04/18/06 04/27/06 R$ 0.02 4.2 5.30%
03/22/06 04/27/06 R$ 0.49 96.6 19.70%
Total NA NA R$ 0.51 100.8 25.00%
Quarter ended on 03/31/06 Dividend
JSCP
05/09/06 05/23/06 R$ 0.04 8.1 5.30%
03/22/06 05/23/06 R$ 0.15 30.1 19.70%
Total NA NA R$ 0.19 38.2 25.00%
Quarter ended on 06/30/06 JSCP 06/21/06 08/15/06 R$ 0.14 27.2 29.20%
Total NA NA R$ 0.14 27.2 29.20%
Quarter ended on 09/30/06 Dividend 09/21/06 11/14/06 R$ 0.13 25.1 11.37%
JSCP 11/14/06 12/26/06 R$ 0.17 32.6 14.77%
Total NA NA R$ 0,13 25.1 11.37%
Quarter ended on 12/31/06 Dividend 12/20/07 02/10/07 R$ 0,12 22.9 12.46%
JSCP 02/16/06 03/26/07 R$ 0,08 16.6 9.03%
Total NA NA R$ 0,12 22.9 12.46%
Quarter ended on 03/31/07 Dividend 03/21/07 05/04/07 R$ 0,20 40.1 46.10%
JSCP 03/21/07 05/04/07 R$ 0,15 28.6 32.84%
Total NA NA R$ 0,20 68.7 78.94%
Quarter ended on 06/30/07 Dividend 06/26/07 08/03/07 R$ 0,20 41.2 27.63%
JSCP 06/26/07 08/03/07 R$ 0,15 29.6 19.82%
Total NA NA R$ 0.35 70.8 47.45%
Quarter ended on 09/30/07 Dividend 09/28/07 11/05/07 R$ 0.19 38.4 81.85%
JSCP 09/28/07 11/05/07 R$ 0.16 32.4 68.97%
Total NA NA R$ 0.35 70.8 150.82%
Quarter ended on 31/12/07 Dividend 12/26/07 02/01/08 R$ 0.19 38.4 N/A
JSCP 12/26/07 02/01/08 R$ 0.16 32.4 N/A
Total NA NA R$ 0.35 70.8 N/A
Quarter ended on 03/31/08 Dividend 05/02/08 06/20/08 R$ 0.18 36.4 N/A
Total NA NA R$ 0.18 36.4 N/A
Quarter ended on 03/31/10 Dividend 03/30/10 04/16/10 R$ 0.70 185.8 N/A
Total NA NA R$ 0.70 185.8 N/A
Quarter ended on 03/31/11 Dividend 04/27/11 06/22/11 R$ 0.19 50.8 N/A
Total NA NA R$ 0.19 50.8 N/A

(1) The amount is net of IRRF (Withholding Income Tax)
(2) In millions of Reais (net amount)
(3) Represents the total amount distributed (net) "divided" by the base profit. The payout ratio relative to the quarter ended 12/31/2007 is not available, since the quarterly results were not yet released

On April 27, 2011, the Company’s Board of Directors, through the Annual General Meeting, approved the payment of dividends to shareholders amounting to R$50,871,877.16 (R$0.188461209 per share), related to the net income for fiscal year 2010, to be paid on June 22, 2011.

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Why do we calculate EBITDA/EBITDAR?

EBITDA (earnings before interest, taxes, depreciation and amortization) and EBITDAR (earnings before interest, taxes, depreciation, amortization and rent) are presented as supplemental information because we believe they are useful indicators of our operating performance and are useful in comparing our performance with other companies in the airline industry. We usually present EBITDAR, in addition to EBITDA, because aircraft leasing represents a significant operating expense of our business, and we believe the impact of this expense should also be considered. However, neither figure should be considered in isolation, as a substitute for net income prepared in accordance with US GAAP, BR GAAP or as a measure of a company´s profitability. In addition, our calculations may not be comparable to other similarly titled measures of other companies.

The Company believes that EBITDAR, equivalent to EBITDA before expenses from aircraft leasing (denominated in dollars) is a useful indicator of airline operating performance. In the specific case of GOL and the air transport sector, a substantial amount of aircraft are leased, representing a material cost item. EBITDAR therefore indicates the capacity to cover such costs, as well as facilitating comparisons with other companies in the sector.

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How many destinations does GOL have today?

GOL has the highest supply of seats with ANAC’s "A" seal, providing even more comfort in its 700 daily flights to 63 domestic and international destinations in South America and the Caribbean.

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