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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
Company Registratio~a~d ~onitoring DepaJ BAnelly f
__--~~~~ shy
r---------------------~----~------------------ -- -shy
lie SEC i-Report http860100209998fsecireportJepaymentldownloadforms
C
wa Republic ofhe Philippi0 oQo t DEPARThIENT OF ~ SECURITIES amp EXCHANGE JYampIYI
o SEC Building EDSA GteI~nhll~ ~ City of Mandaluyong
YMENT ASSESSMENT FORM RESPONSIBILITY C~ITER-middotmiddotmiddot--~_-middotmiddotmiddotmiddot
0812912007 (DEPARTMENT) CRMD
PAYOR
NATURE OF COLLECTION ACCOUNT CODE AMOtINT
BE PAID Php 51000
-~ ~~ ~ ~ L~
1 0
WlTlfED MACHI Nf-I)f I PA6E UOF _ 113 A I V1iiJfLEB BY
----~-~
0
~ECl oJ 3 -q-- t ~S bull 0(lt()
m ~ W ffi Ii
r~0 G ~1 II
Q Q n~If
bull 0 tq 01
852-2328AITY ROSALINDARA Coryorate See contact Person Company Telephone Number
IT] ~ 1 I I i middotlOP Y I Fourth lbunday of June Mon1h Day FORM E V Month Day
Fiscal Year J I 1 Annual MeetingZIncrease in the nuW6e of ~Wors
dv-s=----n~ I I I
Dept Requiring this Doc Amended Articles NumberlSection
-__T~Ot=alAm=ount ofBorro~wingsr~____
N~ I ~I____N~~~----~ Total No ofStockholders Domestic Foreign
~-------------~----------------------------------------------------------------------------------~---To be acoompHsbed by SEC Penonnel CODctl1led
I I I I I I I I I]File Number Leu
I I I I I I I I Document LD Cashier
Remarks pis use black ink for scanning purposes
gtJ (J Q 1
Q 0 tft no-shys
0 p ~~
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
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
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
__--~~~~ shy
r---------------------~----~------------------ -- -shy
lie SEC i-Report http860100209998fsecireportJepaymentldownloadforms
C
wa Republic ofhe Philippi0 oQo t DEPARThIENT OF ~ SECURITIES amp EXCHANGE JYampIYI
o SEC Building EDSA GteI~nhll~ ~ City of Mandaluyong
YMENT ASSESSMENT FORM RESPONSIBILITY C~ITER-middotmiddotmiddot--~_-middotmiddotmiddotmiddot
0812912007 (DEPARTMENT) CRMD
PAYOR
NATURE OF COLLECTION ACCOUNT CODE AMOtINT
BE PAID Php 51000
-~ ~~ ~ ~ L~
1 0
WlTlfED MACHI Nf-I)f I PA6E UOF _ 113 A I V1iiJfLEB BY
----~-~
0
~ECl oJ 3 -q-- t ~S bull 0(lt()
m ~ W ffi Ii
r~0 G ~1 II
Q Q n~If
bull 0 tq 01
852-2328AITY ROSALINDARA Coryorate See contact Person Company Telephone Number
IT] ~ 1 I I i middotlOP Y I Fourth lbunday of June Mon1h Day FORM E V Month Day
Fiscal Year J I 1 Annual MeetingZIncrease in the nuW6e of ~Wors
dv-s=----n~ I I I
Dept Requiring this Doc Amended Articles NumberlSection
-__T~Ot=alAm=ount ofBorro~wingsr~____
N~ I ~I____N~~~----~ Total No ofStockholders Domestic Foreign
~-------------~----------------------------------------------------------------------------------~---To be acoompHsbed by SEC Penonnel CODctl1led
I I I I I I I I I]File Number Leu
I I I I I I I I Document LD Cashier
Remarks pis use black ink for scanning purposes
gtJ (J Q 1
Q 0 tft no-shys
0 p ~~
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
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
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
0
~ECl oJ 3 -q-- t ~S bull 0(lt()
m ~ W ffi Ii
r~0 G ~1 II
Q Q n~If
bull 0 tq 01
852-2328AITY ROSALINDARA Coryorate See contact Person Company Telephone Number
IT] ~ 1 I I i middotlOP Y I Fourth lbunday of June Mon1h Day FORM E V Month Day
Fiscal Year J I 1 Annual MeetingZIncrease in the nuW6e of ~Wors
dv-s=----n~ I I I
Dept Requiring this Doc Amended Articles NumberlSection
-__T~Ot=alAm=ount ofBorro~wingsr~____
N~ I ~I____N~~~----~ Total No ofStockholders Domestic Foreign
~-------------~----------------------------------------------------------------------------------~---To be acoompHsbed by SEC Penonnel CODctl1led
I I I I I I I I I]File Number Leu
I I I I I I I I Document LD Cashier
Remarks pis use black ink for scanning purposes
gtJ (J Q 1
Q 0 tft no-shys
0 p ~~
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
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
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
gtJ (J Q 1
Q 0 tft no-shys
0 p ~~
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
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
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
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
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
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
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
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
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
-
(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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
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
fI)HlflED MACHIN
PACE pound OF-~r _~jf9BY
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
0
8
Doc No 210 Page No 49 Book No II Series of 1988
U1 -J IN
If
C Q c 0 II
~ ~ ~
MANILA
8
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
--bull
(
Fi-~1 J ~~ t ~
Q a IJc fl 1 ~ iji
~
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~
shy
Director
UJlTlFIED MACHIN
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bull
PA6E IitampiJf~
3
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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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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~
shy
Director
UJlTlFIED MACHIN
0 F -Ioo-tI-
bull
PA6E IitampiJf~
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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
- -
3
~
tri s ~~
LoJ Q Ii
0 ~ i
rf
0 ~
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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