GOL Gol Linhas Aereas Inteligentes SA

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 26, 2012

I. Date, Time and Place : Held on June 26, 2012, at 02:30 p.m., on Praça Comte. Linneu Gomes, S/N, Portaria 3 – Prédio 15 – Board of Directors’ Meeting Room (“Company”), Jardim Aeroporto, São Paulo, SP. II. Attendance : All the members of the Board of Directors of the Company. III. Calling : Waived, due to the attendance of all the members of the Board of Directors. IV. Chairmanship of the Meeting : Chairman: Mr. Henrique Constantino, who invited me, Claudia Karpat, to act as secretary of the meeting. V. Agenda: To adopt resolutions on the following matters: (a)  presentation the Committees of the Company; (b)  change of de composition for Risk Committee and Financial Policies Committee of the Company; and (c)  the granting of guarantee by the Company.  VI. Resolutions Made: After the necessary explanations were provided, the following resolutions were approved by unanimous vote: (a)  presentations of Risk Committee and  Financial Policies Committee, which presented the activities performed so far, as well as main projects until the end of the exercise ; and (b) receipt of the resignation of MR. HENRIQUE CONSTANTINO and election of MR. PAULO SERGIO KAKINOFF , Brazilian, single, business administrator, bearer of the identity RG n° 25.465.939-1 and inscribe on CPF n° 194.344.518-41, to to be member of the Risk Committee and the Financial Policies Committee until the next elections of the Committees, at March 26, 2013 ; and (c)  a ccording to Article 16, 'l', of the Bylaws, authorize the granting of guarantees by the Company to VRG Linhas Aereas S.A. (“VRG”), a subsidiary of the Company, in securing compliance with the obligations undertaken by VRG in the Participation Agreement (“Participation Agreement”) to be entered into with JPMorgan Chase Bank. VII.  Adjournment of the Meeting and Drawing-up of the Minutes: The floor was offered to whom might wish to use it, and as nobody voiced the intention to do so, the meeting was adjourned for the time necessary for the drawing-up of these minutes, which upon the reopening of the meeting were read, checked and signed by the attendees. I hereby certify that this is a faithful copy of the minutes, which were drawn-up in the proper book. I hereby certify this present instrument is a free translation of the minutes drawn up in the Company’s records.

São Paulo, June 26, 2012.