C02088-2015

SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-C CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Apr 24, 2015 2. SEC Identification Number

154675 3. BIR Tax Identification No.

948-229-000 4. Exact name of issuer as specified in its charter

CEBU AIR, INC. 5. Province, country or other jurisdiction of incorporation

Cebu City, Philippines 6. Industry Classification Code(SEC Use Only) 7. Address of principal office

2nd Floor Dona Juanita M Lim Building, Osmena Boulevard, Capitol Site, Cebu City Postal Code

6000 8. Issuer's telephone number, including area code

(632) 802-7000 9. Former name or former address, if changed since last report

N/A 10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class

Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

Common shares

605,953,330

11. Indicate the item numbers reported herein

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The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Cebu Air, Inc. CEB PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to Articles of Incorporation Background/Description of the Disclosure

The Securities and Exchange Commission ("SEC") approved on April 17, 2015 the following amendments to the Articles of Incorporation of Cebu Air, Inc. ("CEB"): 1. Article First – in order to include ‘Cebu Pacific’ and ‘Cebu Pacific Air’ as the business names of the Corporation; and 2. Article Third – in order to change the principal office address of the Corporation from "Cebu City, Philippines" to "2nd Floor Dona Juanita M Lim Building, Osmena Boulevard, Capitol Site, Cebu City" in accordance with SEC Memorandum Circular No. 6, Series of 2014. Please see attached Amended Articles of Incorporation of CEB dated April 17, 2015 which was released by the SEC and received by CEB on April 23, 2015.

Date of Approval by Board of Directors

May 8, 2014

Date of Approval by Stockholders

Aug 18, 2014

Other Relevant Regulatory Agency, if applicable

N/A

Date of Approval by Relevant Regulatory Agency, if applicable

N/A

Date of Approval by Securities and Apr 17, 2015 Exchange Commission Amendment(s) Article No.

From

To

First

FIRST. That the name of the Corporation shall be: “CEBU AIR, INC."

FIRST. That the name of the Corporation shall be: “CEBU AIR, INC. doing business under the name and styles of ‘Cebu Pacific’ and ‘Cebu Pacific Air’

Third

THIRD. That the principal office of the corporation shall be located in Cebu City, Philippines

THIRD. That the principal office of the corporation shall be located at the 2nd Floor Dona Juanita M Lim Building, Osmena Boulevard, Capitol Site, Cebu City.

Rationale for the amendment(s)

In order to comply with SEC Memorandum Circular No. 21, Series of 2013 and SEC Memorandum Circular No. 6, Series of 2014.

The timetable for the effectivity of the amendment(s) Expected date of filing the amendments to the Articles of Apr 10, 2015 Incorporations with the SEC Expected date of SEC approval of the Amended Articles of Incorporation

Apr 17, 2015

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

N/A Other Relevant Information

N/A

Filed on behalf by: Name

Rosalinda Rivera

Designation

Corporate Secretary

COVER SHEET COMPANY REGISTRATION AND MONITORING DEPARTMENT Nature of Application

SEC Registration Number

Amendment of Articles of Incorporation

1 5 4 6 7 5

Former Company Name C E B U

A I R ,

I N C .

AMENDED TO: New Company Name

Principal Office (No./Street/Barangay/City/Town)Province) 2 N D B U I S I

F L O O R

D O N A

L D I N G , O S M E N A

T E , C E B U

Company’s Email Address N/A

Name of Contact Person Atty. Rosalinda F. Rivera Corporate Secretary

C I

J U A N I

T A

M

L

I M

B O U L E V A R D , C A P I

T O L

T Y

COMPANY INFORMATION Company’s Telephone Number/s (032) 255-4552

Company’s Facsimile Number/s

CONTACT PERSON INFORMATION Email Address Telephone Number/s 633-7631

Facsimile Number/s 395-2608

Contact Person’s Address 40th Floor Robinsons Equitable Tower, ADB Avenue corner Poveda St., Ortigas Center, Pasig City ______________________________________________ ___________ To be accomplished by CRMD Personnel Date Signature Assigned Processor _______________________ _______________________ ______________________ _______________________ _______________________ ______________________ _______________________ _______________________ ______________________ Document I.D. Received by Corporate Filing and Records Division (CFRD) ______________________ Forwarded to: Corporate and Partnership Registration Division Green Lane Unit Financial Analysis and Audit Division Licensing Unit Compliance Monitoring Division

_____________________

AMENDED ARTICLES OF INCORPORATION OF

CEBU AIR, INC. doing business under the name and styles of „Cebu Pacific‟ and „Cebu Pacific Air‟

KNOW ALL MEN BY THESE PRESENTS: Be it known that we, all of whom are citizens and residents of the Philippines have this 8th day of August 1988 come together for the purpose of forming a corporation under the laws of the Republic of the Philippines, and for this purpose do hereby declare:

FIRST:

That the name of the Corporation shall be: “CEBU AIR, INC. doing business under the name and styles of „Cebu Pacific‟ and „Cebu Pacific Air‟ ”

(As amended on August 18, 2014 by stockholders representing at least two-thirds of the outstanding capital stock and on May 8, 2014 by the unanimous vote of the Board of Directors)

SECOND:

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

PRIMARY 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, purchase, lease, 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

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and service of a similar nature which may be necessary, convenient or useful as an auxiliary to aircraft transportation.

AND IN FURTHERANCE OF THE PURPOSES AFORESAID, the corporation shall have the following:

SECONDARY PURPOSES

1. To service and repair aircraft, and to buy, sell, and generally deal in oils, gasoline, fuel, aircraft accessories and equipment and goods, wares, and merchandise of every name and description. 2. To engage in or carry on the business of operations of hotels, resorts and restaurants and tourist buses as may be authorized under existing law and rules and regulations issued in pursuance of law. 3. To act as principal, agent, factor or broker, in all matters and objects pertaining to or otherwise connected with, but not limited to aircraft, airplane accessories, equipment and goods, whether alone or in conjunction with others, be the latter an individual, corporation, partnership or other organization, privately or publicly owned, domestic or foreign. 4. To purchase, lease or otherwise, acquire lands and buildings for the erection and establishment of offices, stores, factories, workshop, with suitable facilities to carry out the foregoing, all in the manner and to the extent permitted by law. 5. 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 stock, or other securities or obligations or any interest therein, are held or owned by the corporation and, generally, to do any lawful acts of things designed to promote, protect, preserve, improve or enhance the value of any such bonds, debentures, promissory notes, shares of capital stock, securities or obligation.

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7. To purchase or otherwise acquire the whole or any part of the property, assets, business and goodwill of any other firm, corporation or association, insofar as permitted by the laws of the Philippines, and to conduct in any lawful manner the business acquired and to exercise all the powers necessary or convenient in and about the conduct, management and carrying on of such business. 8. To conduct all or any part of the operations and business without restriction or limit as to amount in the Philippines and in any or all foreign countries, and in the manner and to the extent permitted by law, to acquire (or purchase, exchange, lease, hire or otherwise), own, hold, develop, operate, lease, sell, assign, transfer, exchange, mortgage, pledge, or otherwise, dispose of or turn to account and convey real and personal property of every kind and nature and rights or privileges therein in the Philippines. 9. To purchase or otherwise acquire, to hold, sell and otherwise deal with, insofar 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 all 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 of such corporation.

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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 to limit or restrict in any manner the general powers of the corporation provided, however, that nothing herein contained shall be deemed to authorize or permit the corporation to carry 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 supplement thereto; or substitution therefor, may not at the time lawfully carry on or do. It is the intention that the purposes, objects, and powers specified in each of the paragraphs of this Secondary Purpose shall, except as otherwise provided, in no wise be limited or restricted by the terms of any clause or paragraph of this purpose, or of any other purposes of this certificate of incorporation, Provided, further, that the corporation shall not transfer in investment of its funds from one purpose to another for which it has been organized, unless its Board of Directors have been so authorized in a resolution by the affirmative vote of stockholders holding shares in the corporation entitling them to exercise at lease two-thirds (2/3) of the voting power on such a proposal at a stockholder‟s meeting called for that purpose.

THIRD:

That the principal office of the corporation shall be located at the

2nd Floor Doña Juanita M Lim Building, Osmeña Boulevard, Capitol Site, Cebu City. (As amended on August 18, 2014 by stockholders representing at least two-thirds of the outstanding capital stock and on May 8, 2014 by the unanimous vote of the Board of Directors)

FOURTH:

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

years from and after the date of issuance of the certificate of incorporation.

FIFTH:

That the names, nationalities and residences of the incorporators of

the corporation are as follows:

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NAME

NATIONALITIES

RICHARD Y. CHIONGBIAN

Filipino

SIXTO S. CASTILLO

Filipino

MANUEL A. CANTOS

Filipino

CARLOS G. GO

Filipino

RAMON C. LIM

Filipino

SIXTH:

RESIDENCES 460 Godordo Avenue Lahug, Cebu City Woolbright Drive, Beverly Hills, Lahug, Cebu City 3 Wright Bros. St. Lahug, Cebu City 375P Apitong Street Cebu City 2nd St., West, Beverly Hills, Lahug, Cebu City

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: (As amended on July 19, 2007 by stockholders representing 2/3 of the outstanding capital stock and by at least a majority of the Board of Directors)

NAME

NATIONALITIES

RICHARD Y. CHIONGBIAN

Filipino

SIXTO S. CASTILLO

Filipino

MANUEL A. CANTOS

Filipino

CARLOS G. GO

Filipino

RAMON C. LIM

Filipino

SEVENTH:

RESIDENCES 460 Godordo Avenue Lahug, Cebu City Woolbright Drive, Beverly Hills, Lahug, Cebu City 3 Wright Bros. St. Lahug, Cebu City 375P Apitong Street Cebu City 2nd St., West, Beverly Hills, Lahug, Cebu City

That the authorized capital stock of the corporation is ONE

BILLION THREE HUNDRED FORTY MILION (P1,340,000,000.00) PESOS divided into One Billion Three Hundred Forty Million (1,340,000,000) shares with par value of ONE (P1.00) PESO per share. (As amended on February 21, 2007 by stockholders representing 2/3 of the outstanding capital stock and by at least a majority of the Board of Directors)

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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 2/3 of the outstanding capital stock and by at least a majority of the Board of Directors)

EIGHT:

That at least twenty-five (25%) percent of the authorized capital

stock above stated has been subscribed as follows:

NAME OF SUBSCRIBER

NO. OF SHARES

AMOUNT

SUBSCRIBED

SUBSCRIBED

RICHARD Y. CHIONGBIAN

50,000

5,000,000

SIXTO S. CASTILLO

50,000

5,000,000

MANUEL A. CANTOS

50,000

5,000,000

CARLOS G. CO

50,000

5,000,000

RAMON C. LIM

50,000

5,000,000

250,000

P25,000,000

NINTH:

That the above-named subscribers have paid at least twenty-five

(25%) percent of the total subscription as follows:

NAME OF SUBSCRIBER

TOTAL PAID-IN

RICHARD Y. CHIONGBIAN

P1,250,000

SIXTO S. CASTILLO

1,250,000

MANUEL A. CANTOS

1,250,000

CARLOS G. CO

1,250,000

RAMON C. LIM

1,250,000 P6,250,000

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TENTH:

That MANUEL A. CANTOS has been elected by the subscribers

as Treasurer of the Corporation to act as such until 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, all subscriptions (or fees) or contributions or donations paid or given by the subscribers or members.

ELEVENTH: That no transfer of stock or interest therein which will reduce the 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 permitted to be recorded in the proper books of the corporation, and this restriction shall be indicated in all its stock certificates.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this 8th day of August 1988 in Cebu City.

(sgd) RICHARD Y. CHIONGBIAN TAN – 65212-KO

(sgd) SIXTO S. CASTILLO TAN – 02342-H1134-A-8

(sgd) MANUEL I. CANTOS TAN – 3430-759-MT

(sgd) CARLOS G. CO TAN – C-2642C546A-2

(sgd) RAMON C. LIM TAN – 1325-859-5

SIGNED IN THE PRESENCE OF:

_______________________

________________________

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ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) ) S. S. BEFORE ME, a NOTARY PUTLIC for and in the above jurisdiction, personally appeared this 8th day of August 1988: NAME

RES. CERT. NO.

DATE/PLACE ISSUED

RICHARD Y. CHIONGBIAN

A-6539635

2-27-88, Cebu

SIXTO S. CASTILLO

A-6512769

2-5-88, Cebu

MANUEL CANTOS

A-6500072G

2-1-88, Cebu

CARLOS G. CO

A-6479312G

1-2-88, Cebu

RAMON C. LIM

A-6479567

1-13-88, Cebu

known to me to be the same persons who executed the foregoing ARTICLES OF INCORPORATION consisting of eight (8) pages including this page on which this Acknowledgment appears and they acknowledged to me that the same is their free and voluntary act and deed. IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date and at the place mentioned above.

Doc. No. 210; Page No. 49; Book No. II; Series of 1988/ MANILA

(sgd) JOSE S. SANTOS NOTARY PUBLIC UNTIL DEC. 31, 1988 PTR#63971

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