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As filed with the Securities and Exchange Commission on January 26, 2016
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Registration No. 333-175973
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Tobias Stirnberg, Esq.
Milbank, Tweed, Hadley & McCloy LLP
Rua Colômbia, 325
01438-000 São Paulo, SP, Brazil
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2000
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It is proposed that this filing become effective under Rule 466:
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immediately upon filing.
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on (Date) at (Time).
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The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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| Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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| 1. |
Name of Depositary and address of its principal executive office
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Face of Receipt - Introductory Article.
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| 2. |
Title of Receipts and identity of deposited securities
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Face of Receipt - Top Center.
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Terms of Deposit:
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| (i) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”)
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Face of Receipt - Upper right corner.
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| (ii) |
The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (16) and (17).
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| (iii) |
The collection and distribution of dividends
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Reverse of Receipt - Paragraph (14).
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| (iv) |
The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (13);
Reverse of Receipt - Paragraph (16).
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| (v) |
The sale or exercise of rights
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Reverse of Receipt – Paragraphs (14) and (16).
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| (vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18).
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| (vii) |
Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
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| (viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (13).
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| Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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| (ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
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| (x) |
Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
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| (xi) | Fees and charges which may be imposed directly or indirectly on holders of ADSs |
Face of Receipt - Paragraph (10).
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| Item 2. |
AVAILABLE INFORMATION
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Face of Receipt - Paragraph (13).
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(a)
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The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
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Legal entity created by the Deposit Agreement, as amended, under which the American Depositary Shares registered hereunder are to be issued.
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Richard Etienne | |
| Name: Richard Etienne | |||
| Title: Vice President | |||
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GOL LINHAS AÉREAS INTELIGENTES S.A.
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By:
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/s/ Edmar Prado Lopes Neto | |
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Name: Edmar Prado Lopes Neto
Title: Executive Vice President, Chief Financial and Investor Relations Officer
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Signature
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Title
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*
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President and Chief Executive Officer
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Paulo Sergio Kakinoff
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/s/ Edmar Prado Lopes Neto
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Executive Vice President, Chief Financial and Investor Relations Officer
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Edmar Prado Lopes Neto
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*
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Chairman
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Constantino de Oliveira Junior
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*
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Vice President of the Board
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Henrique Constantino
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*
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Director
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Joaquim Constantino Neto
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*
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Director
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Ricardo Constantino
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*
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Director
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Luiz Kaufmnann
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*
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Director
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Antonio Kandir
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Signature
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Title
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Director
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Edward Herman Bastian
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Director
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| * | ||
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Richard Freeman Lark Jr.
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| * By: |
/s/ Henrique Constantino
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Henrique Constantino
Attorney-in-Fact
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Puglisi & Associates
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By:
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/s/ Donald J. Puglisi | |
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Name: Donald J. Puglisi
Title: Managing Director
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)(i)
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Form of Amendment No. 1 to Deposit Agreement
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(a)(ii)
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Deposit Agreement
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