Valuation Report SP-0116/14-01

GOL LINHAS AÉREAS

INTELIGENTES S.A.

Report SP-0116/14-01 1

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).

Report SP-0116/14-01 2

EXECUTIVE SUMMARY

APSIS was appointed by GRUPO GOL to 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).

The future profitability methodology is based on a retrospective analysis,

scenario projections and discounted cash flows. The economic-financial

modeling begins with the definitions of the macroeconomic assumptions and

of the microeconomic assumptions such as airline ticket sales, flight

occupancy rate, average stage per flight, quantity of flights per day, number

of aircrafts, average quantity of seats per flight, operating costs and

investments undertaken by the company or business unit under assessment.

ESTIMATES

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.

FINAL VALUE FOUND

The following table presents a summary of GOL’s economic value, on the

base date of March 31st, 2014:

expected rate of return 11.7% 12.2% 12.7%

perpetuity growth rate 4.5% 4.5% 4.5%

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

ECONOMIC VALUE PER SHARE (R$) 29.02 25.85 23.08

* The calculated values do not include treasury shares.

276,714,601

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

Report SP-0116/14-01 3

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

Report SP-0116/14-01 4

1. INTRODUCTION

APSIS CONSULTORIA EMPRESARIAL LTDA., hereinafter called APSIS, with head

office located at Rua da Assembleia, nº 35, 12th floor, Centro, in the City

and State of Rio de Janeiro, registered with the General Roster of Corporate

Taxpayers (CNPJ/MF) under No. 27.281.922/0001-70, was appointed by

GRUPO GOL to 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).

For the preparation of this report, we used data and information provided by

third parties in the form of documents and verbal interviews with the client.

The estimates used in this process are based on documents and information

which include, among others, the following:

Financial and accounting statements of GOL on the base date and of

previous years;

GOL’s multiannual projections/budgets; and

Reports from ABEAR and from other associations related to the

sector.

The APSIS team in charge of preparing this report comprises the following

professionals:

ANA CRISTINA FRANÇA DE SOUZA Vice-President (CREA/RJ 1991103043)

ANTONIO LUIZ FEIJÓ NICOLAU Director

EDUARDO DE CASTRO ROSSI Director (CREA/SP 5062320397)

JOÃO ARTHUR PAES DE MIRANDA SANTOS Project manager

LUIZ PAULO CESAR SILVEIRA Vice-President (CREA/RJ 1989100165 e CRC/RJ-118263/P-0)

MARCIA APARECIDA DE LUCCA CALMON Technical Director (CRC/SP-143169/O-4)

MÁRCIA MOREIRA FRAZÃO DA SILVA Director (CRC/RJ-106548/O-3)

RENATA POZZATO CARNEIRO MONTEIRO Vice-President

RICARDO DUARTE CARNEIRO MONTEIRO President (CREA/RJ 1975102453)

SERGIO FREITAS DE SOUZA Vice-President (CORECON/RJ 23521-0)

Report SP-0116/14-01 5

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

companies involved or in the operation, nor are there any other

relevant circumstances which may characterize a conflict of

interests.

APSIS’ professional fees are not in any way whatsoever subject to the

conclusions of this report.

To the best of the consultants’ knowledge and credit, the analyses,

opinions and conclusions expressed in this report are based on data,

diligence, research and surveys that are true and correct.

For the purposes of this report, one assumes that the information

received from third parties is correct, and that the sources thereof

are comprised in said report.

For projection purposes, we assume the inexistence of liens or

encumbrances of any nature, whether judicial or extrajudicial,

affecting the assets subject to the work in question, other than those

listed in this report.

The report presents all the limiting conditions imposed by the

adopted methodologies, which may affect the analyses, opinions and

conclusions comprised therein.

The report was prepared by APSIS and no one other than the

consultants themselves prepared the analyses and respective

conclusions.

APSIS assumes full liability over the matter of Appraisal Engineering,

including implicit appraisals, for the exercise of its honorable duties,

primarily established in the appropriate laws, codes or regulations.

The present Report complies with the specifications and criteria

determined by the Brazilian Association of Technical Standards

(ABNT - Associação Brasileira de Normas Técnicas), Uniform

Standards of Professional Appraisal Practice (USPAP) and the

International Valuation Standards Council (IVSC), in addition to the

requirements imposed by different agencies and regulations, such as:

CPC (Accounting Standards Committee), the Ministry of Treasury,

Central Bank, Bank of Brazil, CVM (Securities and Exchange

Commission), SUSEP (Superintendence of Private Insurance), Income

Tax Regulations (RIR), Brazilian Committee of Business Valuators

(CBAN), etc.

The controller and the managers of the companies involved did not

direct, limit, hinder or practice any acts whatsoever that have or

may have prevented the access, use or knowledge of data, goods,

documents or work methodologies relevant to the quality of the

conclusions herein.

Report SP-0116/14-01 6

3. LIABILITY LIMITS

In order to prepare this report, APSIS used historic data and

information audited by third parties, or not audited, and non-audited

projected data provided in writing or verbally by the company’s

management or obtained from the sources mentioned. Therefore,

APSIS has assumed that the data and information obtained for this

report are true, and, as such, does not have any liability with respect

to their reliability.

The scope of this work did not include audit of the financial

statements or revision of the works performed by its auditors. As

such, APSIS is not hereby expressing its opinion about the Applicant´s

financial statements.

We are not liable for occasional losses to the Applicant and its

subsidiaries, or to its partners, directors, creditors or to other

parties as a result of the use of data and information provided by the

company and comprised herein.

Our work has been developed solely to be used by the Applicants and

its partners, aiming at the previously described purpose. Therefore,

this Report shall not be published, circulated, reproduced, disclosed

or used for any other purpose other than the aforementioned one,

without a prior and written consent from APSIS.

The analyses and conclusions contained herein are based on several

premises, held on this date, of future operating projections, such as

prices, volumes, market shares, revenues, taxes, investments,

operating margins, etc. Therefore, the company's future operating

results may be different from any forecast or estimate contained in

this report, especially in the case of future knowledge of information

not available at the date of issue of this Report.

This analysis does not reflect events and their impacts occurred after

the date of issue of this Report.

APSIS is not responsible for direct and indirect losses or loss of profits

eventually resulting from improper use of this Report.

We emphasize that understanding the conclusion of this Report will

only be possible with a complete reading, including its attachments,

and any conclusions from partial readings may be incorrect or

misleading and should not be drawn.

Report SP-0116/14-01 7

4. GOL´s PROFILE

GOL was created in the year 2000, and

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.

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

(data from Dec/13).

BRAZILIAN AIR TRANSPORT MARKET SHARE:

TRADEMARKS:

Furthermore, GOL holds alliances in code-share regimes, which allows a

customer with tickets issued by GOL to travel with different Airlines,

namely:

Report SP-0116/14-01 8

SERVICES:

GOL+ - The aircrafts GOL+ offer greater comfort and more

spaciousness on the Rio de Janeiro (SDU) – São Paulo (CGH) route.

Besides having the greatest offer of seats and receiving the best

ranking (A seal) established by the National Civil Aviation Agency

(ANAC), they are equipped with the most modern technology for

Boeing Sky Interior aircrafts. In addition, the aircrafts contain the

GOL+ Comfort seats, which offer 10 cm of more space between

seats, recline 50% more and also offer the middle seat blocked for

more privacy. Such seat may be purchased starting from R$ 30.00 or

free of charge for Smiles Diamond and Delta Elite clients.

VoeGol Mobile Phone Store – Includes the purchase of tickets and

check-in through mobile phones.

In-Flight Service – The In-Flight Service was created in order to offer

further options to GOL clients. The menu comprises a selection of

choices such as sandwiches, snacks, juices, beer, wine, and coffee,

among others. Payment is carried out during flights, by credit card or

national currency, for greater convenience. Note that the In-Flight

Service is offered only in flights with a minimum duration of 1 hour

and 15 minutes.

GOL Special Seats – Currently, two options of special seats are

offered, namely: “Special Seats Emergency Exit: seats located near

the airplane’s emergency exit, ensuring more comfort for the flight,

and “Special Seat with Empty Middle Seat”: the client may choose to

travel with the middle seat having been blocked, assuring that no

one will sit next to him and therefore assure more privacy. This

service is available for flights between Brasilia (BSB) and Rio de

Janeiro (SDU) and Vitoria (VIX) and Rio de Janeiro (SDU). Smiles

Diamond clients as well as passengers flying with Flexible Rates and

Smiles Any Day tickets don’t pay for the choice of Special Seats.

Transport between airports – Transport between airports offered to

GOL and Delta clients. In order to use it, clients must simply present

to the driver their boarding pass (printed or on their mobile phones)

or proof of purchase, together with an identification document.

Besides air conditioning, GOL’s buses also offers live TV and free

Wireless Internet access in order for clients to check-in online,

anticipate their flight or simply have fun using the internet. The

route is exclusive and with no stops in other stations.

Intelligent Check-in – Available on computers, smartphones, mobile

phones and totems; check-in without paper; quick baggage check.

VoeGol Store on Facebook – Includes the purchase of flights and

check-in through Facebook.

Comfort Class – An exclusive class that offers clients various benefits.

Before the flight, the client has priority check-in, differed baggage

allowance and access to the VIP room in Guarulhos (SP).

Furthermore, clients have a bonus of 50% in earning miles as well as

boarding priority. During the flights, clients are entitled to the

following benefits: more room between seats, blocked middle seats,

a distinguished in-flight service, magazines, exclusive carry-on

luggage compartment (BINS), exclusive bathroom and comfort kit

including toothpaste, toothbrush, dental floss, blankets and pillows.

Report SP-0116/14-01 9

It should be noted that Comfort Class is available only for flights that

depart from Guarulhos (GRU) or Galeão (GIG) and with destination in

Caracas (CCS), Punta Cana (PUJ), Aruba (AUA), Barbados (BGI), Santo

Domingo (SDQ), Miami (MIA), and Orlando (MCO)

Insurances – When purchasing the Travel Assistance, originated from

a partnership between GOL and Sul América, clients will be insured

in the cases of Accidental Death, Full Permanent Disability due to

Accident and Lost Baggage. When purchasing the ticket and choosing

the option of purchasing the “Travel Assistance Prize” clients are

also entitled to winning a prize of R$ 5,000.00 + 125,000 Smiles

miles.

Car Rental – A partnership between GOL and Localiza which offers

clients a 20% discount in renting any available category and an

automatic upgrade of a category A vehicle to a category C vehicle

(doors, air conditioning, power steering, automated windows and

locks).

Hotels – the partnership with Booking.com offers GOL clients special

deals for the available destinations. More comfort for the clients who

are able to plan their trip all in one website.

Smiles Program – GOL’s relationship program which offers more miles

after every flight, in addition to products, sales and exclusive

advantages to our most frequent clients.

Report SP-0116/14-01 10

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

Report SP-0116/14-01 11

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

Report SP-0116/14-01 12

6. ASSESSMENT METHODOLOGIES

INCOME APPROACH: CASH FLOW

This methodology defines the company’s profitability as its operating value,

equivalent to the discounted value of the future net cash flow. This flow

consists of net income after taxes plus non-cash items (depreciations and

amortizations) and deduction of investments in operating assets (working

capital, plants, installed capacity, etc.).

The projected period of the net cash flow is determined by considering the

time that the company will take to provide a stable operational activity,

i.e., without operational variations deemed relevant. The flow is then

brought to present value, using a discount rate which will reflect the risk

associated with the market, business and capital structure.

NET CASH FLOW

In order to calculate the net cash flow, we used the Invested Capital as a

measure of income, according to the table alongside, and based on the

theories and economic practices most commonly accepted by the market,

especially from the following works:

DAMODARAN, Aswath. Avaliação: Princípios e Prática. In: ______ (Autor) Finanças Corporativas: teoria e prática. 2ª Edição. Porto Alegre: Bookman, 2004. p. 611-642.

PRATT, Shannon P. Income Approach: Discounted Economic Income Methods. In: ______ (Autor) Valuing a Business: The Analysis and Appraisal of Closely Held Companies. 3ª Edição. EUA: Irwin Professional Publishing, 1996. p. 149-202.

CASH FLOW NET OF INVESTED CAPITAL

Profit before non-cash items, interest and taxes (EBITDA)

( - ) Non-cash items (depreciation and amortization)

( = ) Net Operating Profit before taxes (EBIT)

( - ) Income Tax and Social Contribution (IR/CSSL)

( = ) Net Operating Profit after taxes

( + ) Non-cash items (depreciation and amortization)

( = ) Gross cash flow

( - ) Capital Investments (CAPEX)

( + ) Other inflows

( - ) Other outflows

( - ) Working capital variation

( = ) Net operating cash flow

RESIDUAL VALUE

Perpetuity is considered after the end of the projected period, which

contemplates all the flows to be generated after the last projection year and

their respective growths. The company’s residual value (perpetuity) is

usually estimated by using the constant growth model. This model assumes

that, after the end of the projected period, net income will have constant

perpetual growth. It also calculates the value of perpetuity in the last year

of the projected period through the geometric progression model, carrying

it, next, to the first projection year.

Report SP-0116/14-01 13

DISCOUNT RATE

The discount rate to be used to calculate the present value of the earnings

determined in the projected cash flow represents the minimum profitability

required by investors, considering that the company will be financed partly

by equity, which will demand a higher profitability than that obtained in a

standard risk investment, and partly by debt capital.

Such rate is calculated based on the WACC - Weighted Average Cost of

Capital methodology, according to which the cost of capital is determined by

the weighted average of the economic value of the capital structure

components (equity and debt capital), described next.

The risk-free rates are usually based on the U.S. Treasury bonds. For the cost

of equity capital, 20-year securities are used, a term that most accurately

reflects the concept of a company´s continuity. For the cost of debt capital,

10-year securities are considered, since they more accurately reflect the

term in which a company is able to raise funds in the international market.

COMPANY VALUE

The net cash flow of Invested Capital is generated by the company’s overall

operation, available to all financing entities, shareholders and other

investors. Therefore, for determining the value of shareholders, a deduction

of the general indebtedness to third parties is required.

Another necessary adjustment is the inclusion of non-operating assets, i.e.,

those that are not consolidated in the company’s operational activities,

which are added to the operating value found.

Cost of Equity Re = Rf + beta*(Rm – Rf) + Rp + Rs

Rf Risk-free rate – based on the annual interest rate of the U.S. Treasury for 20-year securities, considering long-term U.S. inflation.

Rm Market Risk – measures the value of a fully diversified portfolio of shares for a period of 20 years.

Rp Country Risk – represents the risk of investing in an asset in that country compared to a similar investment in a country considered safe.

Rs Premium risk for size – measures how much the size of the company affects its risk level.

Beta Adjusts the market risk to the risk of a specific sector.

Levered Beta Adjusts the sector’s beta to the company’s risk.

Cost of Debt Rd = Rf (*) + alfa + Rp

Rf (*) Risk-free rate – based on the annual interest rate of the U.S. Treasury for 10-year securities, considering U.S. inflation.

Alfa Specific risk – represents the risk of investing in the Company under assessment.

Discount Rate WACC = (Re x We) + Rd (1 –t) x Wd

Re = Cost of equity capital.

Rd = Cost of debt capital.

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.

Report SP-0116/14-01 14

7. ECONOMIC-FINANCIAL MODELING

For the purposes of this report, the future profitability methodology was

applied to determine the economic value of GOL.

The economic-financial modeling of GOL was conducted so as to demonstrate

the Company’s ability to generate cash within the time-frame considered,

using basically the aforementioned information as basis.

Projections were made for the period deemed necessary, under full

operational and administrative conditions, and based on the following

assumptions:

The methodology is based on the generation of Discounted Free Cash

Flow;

To determine the company’s value, a period of 10 (ten) years was

considered;

The Free Cash Flow was analytically projected for a 10 (ten) year

period, from 2014 through 2024, and perpetuity was considered as of

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

For the annual period, the fiscal year from April 1st through March

31st was considered;

For calculating present value, the mid-year convention was

considered;

The flow was projected based on constant currency and the present

value was calculated on a nominal discount rate (considering

inflation);

Unless otherwise indicated, figures were expressed in thousands of

Reais; and

In order to achieve the forecasted results for the company’s future

fiscal years, the consolidated balance sheet dated March 31st, 2014

(see Attachments), was used as a starting balance.

The Attachments presents the economic-financial modeling in detail, whose

operating projections were based on the company’s historical performance.

Report SP-0116/14-01 15

WORKING CAPITAL

Terms projected based on the account balances of GOL’s balance sheet,

ended on March 31st, 2014, and management information from the company.

Working Capital variation was calculated considering the parameters below,

as of April, 2014:

CURRENT ASSETS:

USAGE No. OF DAYS ORIGIN

Cash and Cash Equivalents 65 NOR

Accounts Receivables 14 NOR

Inventories 6 COGS + OE

Taxes Recoverable 4 NOR

Anticipated Expenses 4 COGS + OE

Other Credits and Values 3 NOR

CURRENT LIABILITIES:

SOURCES No. OF DAYS ORIGIN

Suppliers 21 COGS + OE

Labor Liabilities 10 COGS + OE

Tax Liabilities 4 COGS + OE

Airport Taxes and Fees 11 COGS + OE

Transportation to be Executed 43 NOR

Mileage Program 7 NOR

Clients’ Advanced Payments 6 COGS + OE

Provisions 8 COGS + OE

Other Liabilities 3 COGS + OE

DEPRECIATION

We considered a depreciation rate of 8.8% p.a. on the Fixed Assets

comprised in the Balance Sheet on the base date, and on new investments.

INVESTMENTS

A total investment of R$ 6,973,198 thousand was considered, maintaining

the Fixed Assets for the entire projective period, considering the

depreciation of the current fixed assets adjusted by inflation.

DETERMINING THE DISCOUNT RATE

The discount rate is calculated through the WACC - Weighted Average Cost

of Capital method, a model in which the cost of capital is determined by the

weighted average of the market value of the capital structure components

(equity and debt capital).

The parameter values used for calculating the discount rate are provided in

the Attachments of this Report. The main sources of these parameters have

been highlighted below:

Risk-free rate (cost of net equity): Corresponds to the yield, on

03/31/2014, of the 20-year U.S. T-Bond (Federal Reserve),

http://www.treas.gov/offices/domesticfinance/debtmanagement/i

nterest-rate/yield_historical.shtml;

Beta d: equivalent to the area’s average beta, researched on the

Bloomberg database, program provided by Bloomberg with stock

market data and financial information. The data provided by

Bloomberg consists of the levered beta of different companies,

Report SP-0116/14-01 16

according to their respective capital structures. We unlevered the

betas relative to each company, considering the respective capital

structures. This way, we found the respective gross betas. We

calculated the average of the gross betas found, in order to then

leverage it according to the capital structure of the company in

question. This calculation is necessary in order to correct any

possible distortions in calculating beta generated by the differences

in capital structure of each company;

Risk Premium: corresponds to the Spread between SP500 and the 20-

year U.S. T-Bond, according to Ibbotson 2014, publication with long-

term market analysis (shares, inflation, etc.). Source: 2014 Ibbotson

SBBI Valuation Yearbook: Appendix C, Table C-1. EUA: Morningstar,

2014;

Size Premium: corresponds to the risk premium according to the

company´s size, considering the U.S. stock market. Source: 2014

Ibbotson SBBI Valuation Yearbook: Appendix C, Table C-1. EUA:

Morningstar, 2014;

Brazil Risk: Portal Brasil (03/31/2014), website:

http://www.portalbrasil.net/indices_dolar.htm;

Risk-free rate (cost of the debt): Corresponds to the yield, on

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

the U.S. market) in the young Brazilian market. The first step is to

determine the cost of funding for the sector under assessment or for

the Company, in case its size allows a distinguished treatment by

financial institutions. In the case of GOL, we applied a nominal cost

of funding of 7.88% p.a.; and

Utilization of U.S. projected inflation of 2.0% per year.

Finally, with the parameters used for the calculation, we reached a nominal

discount rate of 12.2% p.a.

CALCULATION OF OPERATING VALUE

Based on the operating cash flow projected for the next 10 (ten) years and

the Company’s residual value since then (assuming a perpetuity growth rate

of 4.5%), we discounted these figures at present value using the nominal

discount rate described above.

It is important to observe that the results of the Company’s future hedge

operations were not taken into account, since the achievement of profit

with this type of operation is not part of the company’s core business.

NON-OPERATING ASSETS

Non-operating assets were not considered for this assessment.

Report SP-0116/14-01 17

INDEBTEDNESS ANALYSIS

A net indebtedness of R$ 4,707,537 thousand was considered on the base

date, according to the following chart:

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)

NET INDEBTEDNESS (R$ Thousands)

Report SP-0116/14-01 18

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%

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

ECONOMIC VALUE PER SHARE (R$) 29.02 25.85 23.08

* The calculated values do not include treasury shares.

276,714,601

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

Report SP-0116/14-01 19

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

Report SP-0116/14-01 20

9. LIST OF ATTACHMENTS

1. VALUATION CALCULATIONS

2. SUPPORTING DOCUMENTS

3. GLOSSARY AND APSIS´PROFILE

RIO DE JANEIRO - RJ Rua da Assembleia, nº 35, 12º andar Centro, CEP 20011-001 Tel.: + 55 (21) 2212-6850 Fax: + 55 (21) 2212-6851

SÃO PAULO - SP Av. Angélica, nº 2.503, Conj. 42 Consolação, CEP 01227-200 Tel.: + 55 (11) 3666-8448 Fax: + 55 (11) 3662-5722

· 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)· Ativos Biológicos· Alocação de Preço de Aquisição (PPA – Purchase Price Alocation)· Propriedade para Investimento

SERVIÇOS APSIS

Diferente A diferença está em uma equipe deprofissionais multidisciplinares com experiência de mais de 30 anos de mercado.Atuamos junto a clientes de diversos portes e dos mais variados setores da economia.

Simples Queremos simplificar as coisas para você.Somos um time do tamanho das suas necessidades.Somos ágeis, precisos e diretos ao ponto.

Inteligente Inteligência se traduz na capacidade de

entender rapidamente o seu problema e transformá-lo em solução.Utilizando criatividade, conhecimento e experiência.

Avaliação para Reestruturação Societária· Avaliação de Ativos em Fundos de Investimento· Oferta Pública de Ações (OPA)· Aumento de Capital· Laudos para Fusão, Cisão e Incorporação· Patrimônio Líquido a Mercado (Relação de Troca)· Resolução Alternativa de Disputas (ADR)

Avaliação para Demonstrações Financeiras Valor Justo (Fair Value)

Corporate Finance· Fusões & Aquisições (M&A - Mergers & Aquisitions)· Compra e Venda de Unidade de Negócio· Negociação de Alianças Estratégicas (Joint Ventures)· Abertura de Capital (IPO – Inicial Public Offering)· Colocação Privada (Private Placement)· Emissão / Reestruturação de Dívida· Elaboração de Plano de Negócios

Gestão de Ativo Imobilizado· Inventário com Emplaquetamento· Conciliação Contábil· Integração entre Contabilidade e Manutenção· Confecção de Cadastro Contábil· Avaliação de Ativos Imobilizados para Fins Diversos · Vida Útil Econômica, Valor Residual e Valor de Reposição

Consultoria Imobiliária· Estudo de Viabilidade Econômico-Financeira· Vida Útil Econômica, Valor Residual e Valor de Reposição· Análise de Rentabilidade de Carteiras Imobiliárias· Garantia Bancária / Dação em Pagamento / Seguro· Valor de Compra & Venda / Locação· Avaliação de Engenharia Estrutural / Vistoria e Medição em Obras

AÇÚCAR GUARANI (GRUPO TEREOS)ALGARALIANSCE SHOPPING CENTERSALL - AMÉRICA LATINA LOGÍSTICAAMBEVANDRADE GUTIERREZ

ANHANGUERAANGRA PARTNERS

ÁQUILLA ASSET MANAGEMENTARCELOR MITTALAXXON GROUPAYESA INTERNATIONALBANCO MODALBANK OF AMERICA MERRILL LYNCH BHG - BRAZIL HOSPITALITY GROUPBIAM GESTÃO DE CAPITAISBM&A - BARBOSA, MÜSSNICH & ARAGÃO ADVOGADOSBM&F BOVESPABNDESBNY MELLONBRAZIL PHARMABR MALLSBR PROPERTIESBRASIL FOODS BRASKEMBROOKFIELD INCORPORAÇÕES (BRASCAN) BTG PACTUALBUNGE FERTILIZANTESCAMARGO CORRÊACAMIL ALIMENTOSCARLYLE BRASILCARREFOURCASA & VIDEOCCX - EBX - IMX - LLX - MMXCEGCIELOCLAROCLUB MEDCOCA-COLACOMITÊ OLÍMPICO BRASILEIRO - COBCONTAXCPFLCSN - COMPANHIA SIDERÚRGICA NACIONAL

EMBRAERDUFF & PHELPS

ENERGIA SUSTENTÁVEL DO BRASILEMBRATEL

ENERGISAESTÁCIO PARTICIPAÇÕESESTALEIRO ALIANÇAETERNITFEMSA BRASILFGV - FUNDAÇÃO GETÚLIO VARGASFGV – PROJETOSFOZ DO BRASILFRESH START BAKERIES (EUA)GAFISAGENERAL ELETRIC DO BRASIL (GE) GERDAUGETNETGOL LINHAS AÉREAS INTELIGENTESGOUVÊA VIEIRA ADVOGADOS

GP INVESTIMENTOSHYPERMARCASIDEIASNETINBRANDS IOCHPE MAXIONJBSKRAFT FOODSL’ORÉALLAFARGELAVAZZALEADER MAGAZINELIGHTLIQUIGÁSLOBO & IBEAS ADVOGADOSLOJAS AMERICANASLORINVEST (LORENTZEN)MACHADO, MEYER, SENDACZ E OPICE ADVOGADOSMAGNESITAMARFRIGMATTOS FILHO ADVOGADOSMG A.A DE INVESTIMENTOSMICHELINMULTIPLANOI S.A.OWENS ILLINOIS AMERICA LATINAPÁTRIA INVESTIMENTOSPEIXE URBANOPETROBRÁSPINHEIRO GUIMARÃES ADVOGADOSPINHEIRO NETO ADVOGADOSPROCTER & GAMBLEPSA PEUGEOT CITROENQUATTORREPSOL YPFREXAMRH MEDRIO BRAVOROTSCHILD & SONSSEARASHELLSHV SOUZA, CESCON, BARRIEU E FLESCH ADVOGADOSTAURUSTELOS FUNDAÇÃO EMBRATELTIM BRASILTOTVSTRENCH, ROSSI E WATANABE ADVOGADOSULHÔA CANTO, REZENDE E GUERRA ADVOGADOSULTRAPARUNIMED VALEVEIRANO ADVOGADOSVEREMONTE

VIVOVOTORANTIMW. TORREWHEATON DO BRASILWHITE MARTINSXP INVESTIMENTOS

ALG

UN

S CLIE

NTES

APSI

S

www.apsis.com.br

Rio de JaneiroRua da Assembleia, 35 - 12º andarCentro - CEP 20011-001Tel.: +55(21) 2212-6850Fax: +55(21) 2212-6851apsis.rj@apsis.com.br

São PauloAv. Angélica, 2503 - Conj. 42Consolação - CEP 01227-200Tel.: +55(11) 3662-5453Fax: +55(11) 3662-5722 apsis.sp@apsis.com.br

VINCI PARTNERSVIA VAREJO S.A.