THIS IS TO CERTIFY that the amended articles of incorporation of the

CEBU AIR INC (Amending Article VI thereof)

copy annexed adopted on July 19 2007 by majority vote of the Board of Directors and by the vote of the stockholders owning or representing at least two-thirds of the outstanding capital stock and certified under oath by the Secretary and a majority of the Board of Directors of the corporation was

approved by the Commission on September 07 2007 pursuant to the provision of Section 16 of the Corporation Code of the Philippines Batas Pambansa Big 68 approved on May 1 1980 and copies thereof are filed with the Commission

Unless this corporation obtains or already has obtained the appropriate Secondary License from this Commission this Certificate does not authorize it to undertake business activities requiring a Secondary License from this Commission such as but not limited to acting as broker or dealer in securities government securities eligible dealer (GSED) investment adviser of an investment company close-end or open-end investment company investment house transfer agent commodityfinancial futures exchangebrokermerchant financing company pre-need plan issuer general agent in pre-need plans and time sharesclub sharesmembership certificates issuers or selling agents tbereof Neither does this Certificate constitute as permit to undertake activities for which other government agencies require a license or permit

This certificate is a replacement of the certificate I signed on September 07 2007 which erroneously indicated the date of amendment as June 19 2007 instead of July 192007

BENrl bull

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KNOW ALL MEN BY THESE PRES

Pi W

iI1

Be it known that we aU of whom are citizens and residents of the Philippines

have this 8th day of August 1988 come together for the purpose offorming a corporation

under the laws ofthe Republic ofthe Philippines and for this purpose do hereby declare

FIRST That the name ofthe Corporation sha1l be

CEBU AIR INC

SECOND That the purpose or purposes for said corporation is formed are

PRlMARY PURPOSE

To carry on by means of aircraft of every kind and description the general

business of a private carrier or charterer engaged in the transportation of passengers

mail merchandise and freight and in this connection to acquire purchasemiddot Jease

construct own maintain operate and dispose of airplanes and other aircraft of every kind

and description and also to own purchase construct lease operate and dispose of

hangars transportation depots aircraft service stations and agencies and other objects

and service of a similar nature which may be necessary convenient or useful as an

auxiliary to aircraft transportation

o

1-___________________________

I J

SEC

1 To service and repair air

gasoline fuel aircraft accessories and

every name and description

regulations issued in pursuance oflaw

2

erally deal in oils

and mercbandise of

fif botels resorts and

Sting law and rules and

3 To act as principal agent factor or broker in all matters and objects pertaining

to or otberwise connected with but not limited to aircraft airplane accessories

equipment and goods wbether alone or in conjunction with others be the latter an

individual corporation partnership or otber organization privately or publicly owned

domestic or foreign

4 To purchase lease or otberwise acquire lands and buildings for the erection

and establishment of offices stores factories workshop with suitable facilities to carry

out the foregOing all in tbe manner and to the extent pennitted by Jaw

S To enter into make perform and carry out contracts of every kind and for any

lawful purpose pertaining to the business of the corporation or in any manner incident

thereto with any person firm association or a corporation

6 To aid in any manner authorized by law any corporation association or other

entity of which the corporation is a creditor or which any bonds debentures promissory

notes shares of capital stockmiddot or other securities or obligations or any interest therein are

beld or owned by the corporation and generaJly to do any lawful acts of things designed

to promote protect preserve improve or enhance the value of any sucb bonds

debentures promissory notes shares ofcapital stock securities or obligation

7 To purchase or otherwise acquire the whole or any part oftbe property assets

business and goodwill of any other firm corporation or association insofar as permitted

by the laws of thE)~i~nes fJfIdtQ QJn~Hf asv l~er tPE bJJ5io~ui1f oW ~ __ I ~4J ~ ) i ~hamp~~ _vf( k ~ ~ -fSf mlt __ ~

and to exercise all the powers necessary or convenient in and about the conduct

management and carrying on of such business

R12

2

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KNOW ALL MEN BY THESE PRES

Pi W

iI1

Be it known that we aU of whom are citizens and residents of the Philippines

have this 8th day of August 1988 come together for the purpose offorming a corporation

under the laws ofthe Republic ofthe Philippines and for this purpose do hereby declare

FIRST That the name ofthe Corporation sha1l be

CEBU AIR INC

SECOND That the purpose or purposes for said corporation is formed are

PRlMARY PURPOSE

To carry on by means of aircraft of every kind and description the general

business of a private carrier or charterer engaged in the transportation of passengers

mail merchandise and freight and in this connection to acquire purchasemiddot Jease

construct own maintain operate and dispose of airplanes and other aircraft of every kind

and description and also to own purchase construct lease operate and dispose of

hangars transportation depots aircraft service stations and agencies and other objects

and service of a similar nature which may be necessary convenient or useful as an

auxiliary to aircraft transportation

o

1-___________________________

I J

SEC

1 To service and repair air

gasoline fuel aircraft accessories and

every name and description

regulations issued in pursuance oflaw

2

erally deal in oils

and mercbandise of

fif botels resorts and

Sting law and rules and

3 To act as principal agent factor or broker in all matters and objects pertaining

to or otberwise connected with but not limited to aircraft airplane accessories

equipment and goods wbether alone or in conjunction with others be the latter an

individual corporation partnership or otber organization privately or publicly owned

domestic or foreign

4 To purchase lease or otberwise acquire lands and buildings for the erection

and establishment of offices stores factories workshop with suitable facilities to carry

out the foregOing all in tbe manner and to the extent pennitted by Jaw

S To enter into make perform and carry out contracts of every kind and for any

lawful purpose pertaining to the business of the corporation or in any manner incident

thereto with any person firm association or a corporation

6 To aid in any manner authorized by law any corporation association or other

entity of which the corporation is a creditor or which any bonds debentures promissory

notes shares of capital stockmiddot or other securities or obligations or any interest therein are

beld or owned by the corporation and generaJly to do any lawful acts of things designed

to promote protect preserve improve or enhance the value of any sucb bonds

debentures promissory notes shares ofcapital stock securities or obligation

7 To purchase or otherwise acquire the whole or any part oftbe property assets

business and goodwill of any other firm corporation or association insofar as permitted

by the laws of thE)~i~nes fJfIdtQ QJn~Hf asv l~er tPE bJJ5io~ui1f oW ~ __ I ~4J ~ ) i ~hamp~~ _vf( k ~ ~ -fSf mlt __ ~

and to exercise all the powers necessary or convenient in and about the conduct

management and carrying on of such business

R12

2

I J

SEC

1 To service and repair air

gasoline fuel aircraft accessories and

every name and description

regulations issued in pursuance oflaw

2

erally deal in oils

and mercbandise of

fif botels resorts and

Sting law and rules and

3 To act as principal agent factor or broker in all matters and objects pertaining

to or otberwise connected with but not limited to aircraft airplane accessories

equipment and goods wbether alone or in conjunction with others be the latter an

individual corporation partnership or otber organization privately or publicly owned

domestic or foreign

4 To purchase lease or otberwise acquire lands and buildings for the erection

and establishment of offices stores factories workshop with suitable facilities to carry

out the foregOing all in tbe manner and to the extent pennitted by Jaw

S To enter into make perform and carry out contracts of every kind and for any

lawful purpose pertaining to the business of the corporation or in any manner incident

thereto with any person firm association or a corporation

6 To aid in any manner authorized by law any corporation association or other

entity of which the corporation is a creditor or which any bonds debentures promissory

notes shares of capital stockmiddot or other securities or obligations or any interest therein are

beld or owned by the corporation and generaJly to do any lawful acts of things designed

to promote protect preserve improve or enhance the value of any sucb bonds

debentures promissory notes shares ofcapital stock securities or obligation

7 To purchase or otherwise acquire the whole or any part oftbe property assets

business and goodwill of any other firm corporation or association insofar as permitted

by the laws of thE)~i~nes fJfIdtQ QJn~Hf asv l~er tPE bJJ5io~ui1f oW ~ __ I ~4J ~ ) i ~hamp~~ _vf( k ~ ~ -fSf mlt __ ~

and to exercise all the powers necessary or convenient in and about the conduct

management and carrying on of such business

R12

2

3

degness without restriction or

es and in the manner

lease hire or

as the law permits units shares of stock securities properties assets business goodwill

rights franchise leases contracts and to assume the liabilities and obligations of any

person persons firm partnership association corporation or organization

10 Without in any particular way limiting any of the objects or purposes or

powers of the corporation the corporation shall be from time to time be empowered to do

any one or more or all of the acts and things herein set forth and such other acts things

and business or businesses in any manner connected therewith or necessary incidental

convenient or auxiliary thereto or calculated directly or indirectly to promote the

interests of the corporation or enhances the value of or render profitable any of its

property or rights as such corporation may lawfully do and in carrying on its business or

for the purpose of attaining or furthering any of its objects to do any and al1 acts and

things and to exercise any and all other powers which a co-partnership or natural person

should do and exercise and which now or hereafter may be authorized by law and either

as principals or as by and through agents attorneys trustees contractors factors

lessors lessees or otherwise either alone or in conjunctive with others and in any part of

the world and in addition to have and to exercise all the rights powers and privileges or

hereafter belong to or conferred upon corporation under the provisions of the law

authorizing the formation ofsuch corporation

11 The foregoing clauses are to be construed both as objects and powers~ and it is

hereby expressly provided that the enumeration herein of specific objects and powers

shall not be held~r~~~estheJ~~w~fl~~ra~flt1 provided however that nothing herein contained shall be deemed to authorize or permit

the corporation to cany on any business or to exercise any power to do any act which a

corporation formed under the laws of the Philippines or any amendment thereto or WltIlW sec ph U ~

3

~~I~tCiNj PA6E f i ~ ~

jfB~_ __

II

4

supplement thereto or substitution therefo

It is the intention that the pwposes 0 r

paragraphs of this Secondary Purpose ~ded in no wise be

)Purpose or of any

that the corporation

shall not transfer in investment of its fun ther for which it has

been organized unless its Board of Directos orized in a resolution by - I bullbull I~

the affirmative vote of stockholders holding shares in the corporation entitling them to

exercise at lease two-thirds (23) of the voting power on such a proposal at a

stockholders meeting called for that purpose

THIRD That the principal office ofthe corporation shall be located in Cebu

City Philippines

FOURTH That the term for which the said corporation is to exist is fifty (50)

years from and after the date of issuance ofthe certificate ofincorporation

FIFTH That the names nationalities and residences of the incorporators of

the corporation are as follows

NAME NATIONALITIES RESIDENCES

RICHARD Y CmONGBIAN Filipino 460 Godordo Avenue Labug Cebu City

SIXTO S CASTILLO Filipino Woolbright Drive Beverly Hills Lahug Cebu City

MANUEL A CANTOS Filipino 3 Wright Bros St Lahug Cebu City

CARLOS G GO Filipino 375P Apitong Street CebuCity

RAMON C LTh1 Filipino 2nd St West Beverly Hills Labug Cebu City

9raquo1 ~3iS

4

-

(tby ting 213 of the

Li~~ --shy

5

SIX1H ~ the number of dW

and the namr~ and residen~~ Ii follows (AS amended on July 19

outstanding capital stock and by at least ~oritylOf

NAME

RICHARD Y CHIONGBIAN _ Godordo Avenue -~-~iahug Cebu City

SIXTO S CASTILLO Filipino _ Woolbright Drive Beverly Hills Labug Cebu City

MANUEL A CANTOS Filipino 3 Wright Bros St Labus Cebu City

CARLOSGGO Filipino 375P Apitong Street CebuCity

RAMONCLIM Filipino 2nd St West Beverly Hills Labug Cebu City

SEVENTH That the authorized capita] stock of the corporation is ONE

BILLION THREE IDJNDRED FORTY MILlON (pl340000000OO) PESOS divided

into One Billion Three Hundred Forty Million (1340000000) shares with par value of

ONE (PlOO) PESO per share (As amended on February 21 2007 by stockholders

representing 213 ofthe outstanding capital stock and by at least a majority ofthe Board of

Directors)

That no shareholder shall be entitled to any pre-emptive right to subscribe for

purchase or receive any part of the shares of the Corporation whether issued from its

unissued capital or its treasury stock (As amended on February 21 2007 by stockholders

representing 213 of the outstanding capital stock and by at least a majority of the Board of

Directors)

EIGHT Dattsat lllia tw9rty2Q li)~~Of t19 ~dapi~

stock above stated has been subsaibed as follows

2

5

II

4

supplement thereto or substitution therefo

It is the intention that the pwposes 0 r

paragraphs of this Secondary Purpose ~ded in no wise be

)Purpose or of any

that the corporation

shall not transfer in investment of its fun ther for which it has

been organized unless its Board of Directos orized in a resolution by - I bullbull I~

the affirmative vote of stockholders holding shares in the corporation entitling them to

exercise at lease two-thirds (23) of the voting power on such a proposal at a

stockholders meeting called for that purpose

THIRD That the principal office ofthe corporation shall be located in Cebu

City Philippines

FOURTH That the term for which the said corporation is to exist is fifty (50)

years from and after the date of issuance ofthe certificate ofincorporation

FIFTH That the names nationalities and residences of the incorporators of

the corporation are as follows

NAME NATIONALITIES RESIDENCES

RICHARD Y CmONGBIAN Filipino 460 Godordo Avenue Labug Cebu City

SIXTO S CASTILLO Filipino Woolbright Drive Beverly Hills Lahug Cebu City

MANUEL A CANTOS Filipino 3 Wright Bros St Lahug Cebu City

CARLOS G GO Filipino 375P Apitong Street CebuCity

RAMON C LTh1 Filipino 2nd St West Beverly Hills Labug Cebu City

9raquo1 ~3iS

4

-

(tby ting 213 of the

Li~~ --shy

5

SIX1H ~ the number of dW

and the namr~ and residen~~ Ii follows (AS amended on July 19

outstanding capital stock and by at least ~oritylOf

NAME

RICHARD Y CHIONGBIAN _ Godordo Avenue -~-~iahug Cebu City

SIXTO S CASTILLO Filipino _ Woolbright Drive Beverly Hills Labug Cebu City

MANUEL A CANTOS Filipino 3 Wright Bros St Labus Cebu City

CARLOSGGO Filipino 375P Apitong Street CebuCity

RAMONCLIM Filipino 2nd St West Beverly Hills Labug Cebu City

SEVENTH That the authorized capita] stock of the corporation is ONE

BILLION THREE IDJNDRED FORTY MILlON (pl340000000OO) PESOS divided

into One Billion Three Hundred Forty Million (1340000000) shares with par value of

ONE (PlOO) PESO per share (As amended on February 21 2007 by stockholders

representing 213 ofthe outstanding capital stock and by at least a majority ofthe Board of

Directors)

That no shareholder shall be entitled to any pre-emptive right to subscribe for

purchase or receive any part of the shares of the Corporation whether issued from its

unissued capital or its treasury stock (As amended on February 21 2007 by stockholders

representing 213 of the outstanding capital stock and by at least a majority of the Board of

Directors)

EIGHT Dattsat lllia tw9rty2Q li)~~Of t19 ~dapi~

stock above stated has been subsaibed as follows

2

5

-

(tby ting 213 of the

Li~~ --shy

5

SIX1H ~ the number of dW

and the namr~ and residen~~ Ii follows (AS amended on July 19

outstanding capital stock and by at least ~oritylOf

NAME

RICHARD Y CHIONGBIAN _ Godordo Avenue -~-~iahug Cebu City

SIXTO S CASTILLO Filipino _ Woolbright Drive Beverly Hills Labug Cebu City

MANUEL A CANTOS Filipino 3 Wright Bros St Labus Cebu City

CARLOSGGO Filipino 375P Apitong Street CebuCity

RAMONCLIM Filipino 2nd St West Beverly Hills Labug Cebu City

SEVENTH That the authorized capita] stock of the corporation is ONE

BILLION THREE IDJNDRED FORTY MILlON (pl340000000OO) PESOS divided

into One Billion Three Hundred Forty Million (1340000000) shares with par value of

ONE (PlOO) PESO per share (As amended on February 21 2007 by stockholders

representing 213 ofthe outstanding capital stock and by at least a majority ofthe Board of

Directors)

That no shareholder shall be entitled to any pre-emptive right to subscribe for

purchase or receive any part of the shares of the Corporation whether issued from its

unissued capital or its treasury stock (As amended on February 21 2007 by stockholders

representing 213 of the outstanding capital stock and by at least a majority of the Board of

Directors)

EIGHT Dattsat lllia tw9rty2Q li)~~Of t19 ~dapi~

stock above stated has been subsaibed as follows

2

5

middot 6

NAME QF SJBSCRIBER AMOum

SUBSCRIBED

RICHARD Y CHIONGBIAN 5000000

SIXTO S CASTILLO 5000000

MANUEL A CANTOS 5000000

CARLOSGCO 5000000

RAMONCLIM 5000000

P25OOOOOO250000

NINTH That the above-named subscribers have paid at least twentyNfive

(25) percent ofthe total subscription as follows

NAME OF SUBSCRIBER TOTAL PAIDNIN

RICHARD Y CmONGBIAN PI250000

SIXTO S CASTILLO 1250000

MANUEL A CANTOS 1250000

CARLOSGCO 1250000

RAMONCLIM 1250000

fsect250OOO

TEN1H That MANUEL A CANTOS has been elected by the subscribers

as Treasurer of the Corporation to act as such untiJ his successor is duly elected and

qualified in accordance with the by-laws and that as such Treasurer he has been

authorized to receive for and in the name and for the benefit of the corporation aD

subscriptions (or fees) or contributions or donations paid or given by the subscribers or

members

ELEVENlW tU8tno ~~o~infiFI~~in ~1i~~~e l4 ownership of Filipino citizens of the corporation to less than the required percentage of

its capital stock as may now or hereafter be required by law shall be allowed or

6

I 7I 0 l- Ui

J permitted to be recorded in the proper books lt3f~~~ and this restriction shall --- __ (

Iiiill lt ~ ---~-- --lti shy

C be indicated in all its stock certificates 7~-B----~~~~ if i~ ~~7~~~~( ~

Q IN WITNESS WHEREOF ~ (have sisriMS Jhese Articles ofI - _ bull0 ~ Q

Incorporation this Slit day ofAugust 198k~ ~bUl bull I~ j a ff~~~~i~~~fQ 0 (sgd) RICHARD Y CHIONGBIAN lt~d~f)slXfo S CASmLO C TAN - 65212-KO TAN - 02342-Hl134-A-S

(sgd) MANUEL 1 CANTOS (sgd) CARLOS G CO TAN - 3430-759-MT TAN - C~2642C546A-2

(sgd) RAMON C LIM TAN - 1325-859-5

SIGNED IN THE PRESENCE OF

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) ) S S

BEFORE ME a NOTARY PUTLIC for and in the above jurisdiction personally appeared this Slit day ofAugust 1988

NAME RES CERro NO DATElPLACE ISSUED

RICHARD Y CmONGBIAN A-6539635

SIXTO S CASTILLO A-6512769

CARLOSGCO A-6479312G

RAMONCLIM A-6479567

7

2-27 -88 Cebu

2-5-88 Cebu

1-2-88 Cebu

1-13-88 Cebu

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Doc No 210 Page No 49 Book No II Series of 1988

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f We the undersigned being the Chainnan of the ~~4Corporate Secretary and the majority ofthe members of the Board ofDirectors ofCEBU Mk iNc (the Corporation) hereby certify that

(1) The Amended Articles ofIncorporation of the Corporation was L ~ed by a majority vote of the Board ofDir~~~d by the vyenof stockholdemrepresenting more than two-thirds (23) ofthe ~~tal stock ofthe Corporation at a joint special meeting held on July 19 2007 the following resolutions Wjre approved

RESOLVED that the number ofdirectors o~orporationbe increased from seven (7) to nine (9) 7 _- ~

RESOLVED that Article Sixth of the Amended Articles of Incorporation ofthe Corporation be as it is hereby amended to read as follows

SIXTIi That the number of directors of the corporation shall be nine (9) and the names nationalities and residences of the first directors of the corporation are as follows

xxx

RESOLVED FlNAILY that the C~ President Corporate SecretaIy Treasurer and other officers of the Corporation be authorized and empowered as they are hereby empowered to do any and all acts necessal) and proper to give the foregoing reso1utions

force~~cea -9~ 1 9 ~ 1 4

(2) Attached is the full complete true and correct copy of the Amended Articles of Incorporation ofthe Corporation as further amended CEBU PACIFIC AIR

Airline Operation Center

fronkline (632) 852 2328 Website wwwcebupaclflCOircom

CEBUPACIRC

~HRAD f -shy bullf AUG 2 9 2OtJ7 41

CEo j-L IIpoundCEJNC AND

01 VISION

~m4t() Pasay City Philippines

--bull

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f We the undersigned being the Chainnan of the ~~4Corporate Secretary and the majority ofthe members of the Board ofDirectors ofCEBU Mk iNc (the Corporation) hereby certify that

(1) The Amended Articles ofIncorporation of the Corporation was L ~ed by a majority vote of the Board ofDir~~~d by the vyenof stockholdemrepresenting more than two-thirds (23) ofthe ~~tal stock ofthe Corporation at a joint special meeting held on July 19 2007 the following resolutions Wjre approved

RESOLVED that the number ofdirectors o~orporationbe increased from seven (7) to nine (9) 7 _- ~

RESOLVED that Article Sixth of the Amended Articles of Incorporation ofthe Corporation be as it is hereby amended to read as follows

SIXTIi That the number of directors of the corporation shall be nine (9) and the names nationalities and residences of the first directors of the corporation are as follows

xxx

RESOLVED FlNAILY that the C~ President Corporate SecretaIy Treasurer and other officers of the Corporation be authorized and empowered as they are hereby empowered to do any and all acts necessal) and proper to give the foregoing reso1utions

force~~cea -9~ 1 9 ~ 1 4

(2) Attached is the full complete true and correct copy of the Amended Articles of Incorporation ofthe Corporation as further amended CEBU PACIFIC AIR

Airline Operation Center

fronkline (632) 852 2328 Website wwwcebupaclflCOircom

CEBUPACIRC

~HRAD f -shy bullf AUG 2 9 2OtJ7 41

CEo j-L IIpoundCEJNC AND

01 VISION

~m4t() Pasay City Philippines

-------------------------------------------------------------------- --_

I~~~ IN WITNESS WHEREOF we have Ikt~o ~ thlsi17day of August 2007 at

E Maro~~ ~~~j~ji ~

~r J~ ~GOJOSERBUENAVENTURA teRICKD

Director

RO~~RIVERAROBINA Y GOKONGWEI-PE Director Secretary ofilie Meeting

~~~ orlC~ofilieM~

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Director

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REPUBLIC OF TIlE PHnrPPINES ) CITY OF lAUD anU ~ W BEFORE ME a Notary Public for and in the City of lUAU an uAllG 13 of

August 2007 personally appeared the following who has satisfactorily proven to me his respective identity

) Ss

Name Name onD and No Expiry Date RICARDO J ROMULO zz130325 August 11 20091 Manila

That he is the same person who executed and voluntarily signed the foregoing Directors Certificate which he acknowledged before me as his free voluntary act and deed

Affiant also presented to me his Community Tax Certificate as follows

Name Comm Tax Cm No DateIPlace Issued RICARDO 1 ROMULO 17673405 January 29 2007 I Makati City

Doc No ~T Page No ()fo BookNo~ Series of2007

ATrY JOSE ~OSALVOSA~~550 NotIary Public for Mampkrti City

Unti I Dec 31 2C)i 3II Floor Citlbenk Tower

8741 Pasco de RoXllS MI1lani City Roll No 527S I

PTR No 02678111middot3middot20071 Makati Ciiy lJPNo 693365 11middot2middot2007 1 Q ca-apter

13

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REPUBLIC OF TIlE PHnrPPINES ) CITY OF lAUD anU ~ W BEFORE ME a Notary Public for and in the City of lUAU an uAllG 13 of

August 2007 personally appeared the following who has satisfactorily proven to me his respective identity

) Ss

Name Name onD and No Expiry Date RICARDO J ROMULO zz130325 August 11 20091 Manila

That he is the same person who executed and voluntarily signed the foregoing Directors Certificate which he acknowledged before me as his free voluntary act and deed

Affiant also presented to me his Community Tax Certificate as follows

Name Comm Tax Cm No DateIPlace Issued RICARDO 1 ROMULO 17673405 January 29 2007 I Makati City

Doc No ~T Page No ()fo BookNo~ Series of2007

ATrY JOSE ~OSALVOSA~~550 NotIary Public for Mampkrti City

Unti I Dec 31 2C)i 3II Floor Citlbenk Tower

8741 Pasco de RoXllS MI1lani City Roll No 527S I

PTR No 02678111middot3middot20071 Makati Ciiy lJPNo 693365 11middot2middot2007 1 Q ca-apter

13

- -

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