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 OCTOBER 25, 2010

Date, Time and Place: October 25, 2010, at 06:00 p.m., on Praça Comte. Linneu Gomes, S/N, Portaria 3 – Prédio 15 – Board of Directors’ Meeting Room, Jardim Aeroporto, São Paulo (“Company”). Attendance: All the members of the Board of Directors of the Company. Call Notice: Waived, due to the attendance of all the members of the Board of Directors. Chairmanship of the Meeting: Chairman: Mr. Constantino de Oliveira Junior, who invited me, Henrique Constantino, to act as secretary of the meeting. Agenda: To decide on: (a) the receive of the resignation of Mr. FERNANDO ROCKERT DE MAGALHÃES from the office of Vice-President Officer of the Company; and (b) the election of the new Vice-President Officer of the Company. Resolutions: After the necessary explanations were provided, the following resolutions were passed by unanimous vote: (a) the receive of the resignation of Mr. FERNANDO ROCKERT DE MAGALHÃES from the office of Vice-President Director of the Company, causing the thanks of the Board of Directors for his valuable contribution to the growth of the Company; and (b) the election of Mr. ADALBERTO CAMBAUVA BOGSAN, Brazilian, married, business administrator, bearer of Identity Card R.G. nº 15.416.522 SSP/SP and enrolled with the CPF under no. 069.371.118-35, domiciled at Praça Comandante Linneu Gomes, s/n, Portaria 3, Jardim Aeroporto, São Paulo, SP, for the office of Vice-President Officer, with term of office until the next election of the Board of Executive Officers. The officer now elected declares, in accordance with the provisions in Article 147, paragraphs 1 and 2 of Law no. 6404/76, as amended, that he has not been charged of any of the crimes provided for in the Law which could prevent him from exercising business activities. The Officer now elected shall take office as of today upon signing the Term of Investiture, to be drawn-up in the Book of Minutes of the Board of Directors’ Meetings. Adjournment of the Meeting and Drawing-up of the Minutes: Upon the floor being offered to whom might wish to use it, and since nobody did so, the meeting was adjourned for the necessary time for drawing-up these minutes, which, upon the reopening of the meeting, were read, checked and signed by Chairman and by the Secretary. I certify this present instrument is a free translation of the minutes drawn up in the Company’s records.

São Paulo, October 25, 2010.

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