Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
GOL LINHAS AÉREAS INTELIGENTES S.A.
C.N.P.J. n.º 06.164.253/0001 -87
N.I.R.E. 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS MEETING,
HELD ON JUNE 02, 2009
Date, time and place: Held on June 02, 2009, at 5:00 p.m., at Praça Comte Linneu Gomes, S/N, Portaria 3 – Prédio 07, Jardim Aeroporto, São Paulo, SP, in the Board of Directors’ Meeting Room (“Company”). Attendance: All the members of the Company’s Board of Directors. Presiding Board: Constantino de Oliveira Jr., as Chairman of the meeting; Henrique Constantino – to be the Secretary. Call: Waived, due to the attendance of all the members of the Company’s Board of Directors. Agenda: To resolve on: (i) approval for granting of guarantee by the Company; and (ii) homologation of the capital increase resolved by the Board of Directors on March 20, 2009. Resolutions: After the necessary explanations were provided, the members of the Board of Directors unanimously approved: (i) the granting of guarantee, by execution of a Guarantee Agreement by the Company, for the fulfillment of the obligations of VRG Linhas Aéreas S.A. in the Lease Agreements related to seven (7) Boeing B737-800 aircraft, with manufacturer’s serial numbers and delivery dates, respectively, 36149 (06/2009), 35829 (10/ 2009), to be defined (02/2010), 37600 (03/2010), to be defined (06/2010), 35838 (06/ 2010), and 35839 (07/ 2010), which Lease Agreements were entered into with RBS Aerospace Limited; and (ii) by reason of the increase of the capital stock of the Company, as resolved by the Board of Directors at a meeting held on March 20, 2009 (“RCA dated 03/20/2009”), in which the members of the Board of Directors resolved the issuance of 26,093,722 shares of the Company, of which six million, six hundred and six thousand, three hundred and sixty-six (6,606,366) are common shares and nineteen million, four hundred and eighty-seven thousand, three hundred and fifty-six (19,487,356) are preferred shares, of registered and book-entry type, with no face value, the legal timeframes for the exercise of the preemptive rights and other rights conferred upon the shareholders having elapsed, all of the 6,606,366 common shares and 19,487,356 preferred shares were subscribed, for the amounts, respectively, R$ 51,529,654.80 and R$ 152,001,376.80, whose issue price was fixed at R$ 7.80 per share, pursuant to the terms and conditions set forth in the RCA dated 03/20/2009. Accordingly, the members of the Board of Directors approved the homologation of the increase in the capital stock of the Company, as referred to above, from one billion, three hundred and sixty-three million, nine hundred and forty-five thousand, eight hundred and six reais and ninety-one cents (R$ 1,363,945,806.91) to one billion, five hundred and sixty-seven million, four hundred and seventy-six thousand, eight hundred and thirty-eight reais and fifty-one cents (R$ 1,567,476,838.51), an increase, therefore, of two hundred and three million, five hundred and thirty-one thousand, thirty-one reais and sixty cents (R$ 203,531,031.60), representing two hundred and twenty-eight million, three hundred and ninety-four thousand, three hundred and thirteen (228,394,313) shares of the Company, of which one hundred and fourteen million, one hundred and ninety-seven thousand, one hundred and fifty-eight (114,197,158) are common shares and one hundred and fourteen million, one hundred and ninety-seven thousand, one hundred and fifty-five (114,197,155) are preferred shares. The shares issued herein are identical to the shares already existing and shall be entitled to the same rights conferred to the other shares of the same kind, including receipt of dividends and interest on the own capital.
2
Adjournment of the Meeting and Drawing-up of the Minutes: After opening the floor to anyone who might intend to make use of it, and after no attendee did so, the meeting was adjourned for the time necessary to draw up these minutes. After reopening the Meeting, the minutes were read and checked by those attending the meeting and signed the document. I hereby certify that this is a faithful copy of the minutes drawn-up in the proper book.
São Paulo, June 02, 2009.
| ___________________________________________ | ___________________________________________ |
| Constantino de Oliveira Júnior | Henrique Constantino |
| Chairman | Secretary |
GOL LINHAS AÉREAS INTELIGENTES S.A. |
||
By: |
/S/ Leonardo Porciúncula Gomes Pereira |
|
Name: Leonardo Porciúncula Gomes Pereira
Title: Executive Vice-President and Chief Financial Officer |
||
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