PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
Jardim Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
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___
registrant in connection with Rule 12g3-2(b):
PGOL LINHAS AÉREAS INTELIGENTES S.A.
CNPJ no. 06.164.253/0001 -87
N.I.R.E. 35.300.314.441
MINUTES OF THE BOARD OF OFFICERS’ MEETING
JUNE 1, 2006
I.DATE, TIME AND PLACE: June 1, 2006, at 10:00, at the Company headquarters located in the City of São Paulo, State of São Paulo, at Rua Tamoios, 246, Térreo.II.CALL NOTICE:The Officers were called by the Chairman in the terms of the Company Bylaws;III.ATTENDANCE:Totality of theCompany Officers.IV.PRESIDING BOARD:Mr.Constantino de Oliveira Júnior Chairman, and Mr. Henrique Constantino Secretary;V.AGENDA:Analysis and discussion of the proposal to be presented to the General Meeting of the Company’s Shareholders about (i) the issuance of debt securities to be offered in Brazil and on the international market, at the maximum total value equivalent, on the date of the respective issuance, up to $100,000,000 (one hundred million US dollars) or to its equivalent in reais, to be split into (a) debt securities convertible into ADS’s (American Depository Shares), representative of the preferred shares issued by the Company (“Notes”), for offering on the international market (“International Offering”); and (b) debentures convertible into preferred shares issued by the Company (“Debentures”) for public offering in Brazil (“Local Offering”);VI.DECISIONS:The attending Officers decided by unanimity to present to the General Meeting of Shareholders a proposal regarding:(i) the issuance of Notes for distribution on the international market by the Company (“Notes Issuance”), with the following characteristics and conditions: (a)Total Value of the Notes Issuance: the total value of the issuance will be up to US$100,000,000 (one hundred million US dollars), with the possibility of issuing an additional amount up to US$15,000,000 (fifteen million US dollars); (b)Convertibility and Convertibility Criteria: the Notes will be convertible, at the discretion of their holders, into ADS’s representative of the preferred stock issued by the Company, according to the conversion rate to be defined by the procedure of collecting investment intentions (bookbuilding) to be held by the coordinators of the International Offering;(c)Expiration Term: the Notes will have a twenty (20)-year term, and Note’s holders will have the option of selling them to the Company on specified dates in the years of 2011, 2016 and 2021 by the unit nominal value of the Notes, added by the respective remuneration (d)Remuneration: the main value of the Notes will be paid interests at a rate to be defined in the bookbuilding procedure every six months; (e)Advanced Redemption: the Company will redeem the Notes at any moment as of 2011;(ii) the first issuance of debentures by the Company (“Debentures Issuance”) for public offer, of the unsecured type in a single series, convertible into preferred shares issued by the Company with the following characteristics and conditions: (a)Total Value of the Debentures Issuance: The total value of the issuance will be in the amount equivalent in reais of up to US$100,000,000 (one hundred million US dollars), convertible on the respective issuing date by the US sell exchange rate as published by the electronic system of the Central Bank of Brazil (SISBACEN), transaction PTAX 800, Option 5 (“Exchange Rate”); (b)Updating of theUnit Nominal Value: The Unit Nominal Value of the Debentures will be updated by the variation factor of the closing quote of the Exchange Rate; (c)Form and Specie: the Debentures will be: unsecured, convertible into preferred shares issued by the Company, nominative and entry-book; (d)Convertibility Criteria: the Debentures will be converted, at the discretion of their holders, into preferred shares issued by the Company. The conversion ratio will be determined by means of collecting investment intentions (bookbuilding) to be carried out by the Local Offer coordinators. The conditions to exercise the conversion and adjustment mechanisms of the Debentures conversion rate will be defined in the Indenture; (iii) the allocation of the Total Added Value between the International Offering and the Local Offering will be defined by reason of the demand for the Notes and Debentures, to be verified in the bookbuilding procedure.VIII. ADJOURNMENT OF THEMEETING ANDDRAWING UP OF THEMINUTES: This being all, the proceedings were suspended for the time necessary to draw up these minutes. Once the proceedings were restarted, the minutes herein were read and, found in accordance, signed by all attending Officers.IX. PLACE ANDDATE:São Paulo, June 1, 2006. Chairman – Mr. Constantino de Oliveira Júnior, Secretary – Mr. Henrique Constantino.
| Constantino de Oliveira Júnior |
| Chairman |
| Henrique Constantino. |
| Secretary |
SP - 104447-00011 - 292297v1
GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
| By: | /S/ Richard F. Lark, Jr. | |
Name: Richard F. Lark, Jr. Title: Vice President – Finance, Chief Financial Officer | ||
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.