ARTICLES OF INCORPORATION

OF

South East Asian Airlines (SEAIR) International, Inc.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are residents of
the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of
the Republic of the Philippines.

THAT WE HEREBY CERTIFY:

FIRST: The name of the Corporation shall be:

South East Asian Airlines (SEAIR) International, Inc.

SECOND: The purposes for which the Corporation is formed are:

Primary Purpose

To engage in the business of air transportation and related activities in all their aspects,
including the operation of any aircraft of any kind and description, including airplanes and
helicopters, owned or lease or acquired in any manner, for the carriage of passengers, cargo,
freight and mail or all kinds and nature whatsoever; for itself or for others, scheduled or non-
scheduled, within and outside the Philippines; to build, operate and maintain facilities for the
obligations or evidences of indebtedness, and to guarantee the performance of any contract or
undertaking of any person, partnership, association or corporation in which the Corporation is
or becomes interested.

6. To enter into lawful arrangement for sharing profits, union or interest, reciprocal concession
or cooperation with any person, partnership, association, corporation, association of
government or authority, domestic or foreign, in the carrying on of any business or transaction
deemed necessary, convenient or incidental to carrying out any of the purposes of the
Corporation.

7. To acquire or obtain from any government or authority, national, provincial, municipal or

otherwise, or any person, partnership, association or corporation, such charters, contacts,
franchises, privileges, exemptions, licenses and concessions required for the conduct of any of
the purposes of the Corporation.
8. To establish and operate one or more branch offices or agencies and to carry on any or all of
its operations and business, including the right to hold, purchase, or otherwise acquire, lease,
mortgage, pledge and convey or otherwise deal in and with real and personal property
anywhere in the Philippines.

9. To conduct and transact any and all lawful activities, and to do or cause to be done any one
or more of the acts and things herein set forth as its purposes, within or without the Philippines
and in any and all foreign countries, and to do everything necessary, desirable or incidental to
the accomplishment of the purposes or the exercise of any one or more of the powers herein
enumerated, or which shall at any time appear conductive to or expedient for the protection or
benefit of the Corporation.

10. To have all the express powers under Section 36 of the Corporation Code of the Philippines
and to exercise all or any of its corporate powers, rights and privileges and to conduct and
transact any and all lawful business, and to do or cause to be done any one or more of the acts
and things herein set forth as its purposes, within or outside the Philippines and in any and all
foreign countries, and to do everything necessary, desirable or incidental to the
accomplishment of the purposes or the exercise of any one or more of the powers herein
enumerated, or which shall at any time appear conductive to or expedient for the protection or
benefit of the Corporation.

The foregoing clauses shall be construed both as powers and the purposes of the corporation
and the foregoing clauses shall, except as otherwise expressed herein, be in no wise limited or
restricted by reference to or inference from the terms of any other clauses in these Articles of
Incorporation, but the powers and engineering and maintenance of aircraft and ground
equipment and facilities of all kinds and description; to engage in inflight and on-ground
catering services for itself or others; to provide facilities and services for training, of itself or for
others, of personnel in flight, technical, commercial, marketing, financial and other fields; to
provide consultancy services to, to act as agents for, and to manage other enterprises engaged
in transport, tourism and travel, and related fields; to purchase, sell, lease as lessor or lessee,
borrow, lend and otherwise acquire or dispose of equipment, materials, supplies, and financial
resources needed for, and all in all to do anything and everything necessary, convenient and
beneficial to the conduct of its business.

Secondary Purposes

1. To acquire by purchase, exchange, lease, bequest, device or otherwise, to hold, own, use,
maintain, manage, improve, develop and operate, sell, transfer, convey, lease, mortgage,
pledge, exchange or otherwise dispose of real and personal property and any and all rights,
interests or privileges therein necessary or incidental to the conduct of the corporate business.

2. To borrow or raise money for the conduct of the business of the Corporation, and to draw,
make, accept, endorse, execute, and issue promissory notes, drafts, bills of exchange, warrants,
bonds, debentures and other negotiable and non—negotiable instruments and evidences of
indebtedness, and to secure the payment thereof and of any interest in or conveyance or
assignment in trust for or lien upon the whole or any part of the property of the Corporation,
whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of
such bonds, debentures or other obligations of the Corporation for its corporate purposes.

3. To invest and re-invest the money and property of the Corporation in the manner considered
wise or expedient for the advancement of its interest.

4. To acquire the goodwill, rights, assets and property, and to undertake or assume the whole
or any part of the obligation or liabilities of any person, partnership, association or corporation,
and to pay therefore in cash, stocks or bonds of the Corporation or otherwise.

5. To aid in any lawful manner, by loan, subsidy, guaranty or otherwise, any corporation whose
stocks, bonds, notes debentures or other securities or obligations are held or controlled,
directly or indirectly, by the Corporation, and to do any and all lawful acts or things necessary
or desirable to protect, preserve, improve or enhance the value of such stocks, bonds,
securities or other purposes specified in each of the foregoing clauses shall be regarded as
independent powers and purposes.

THIRD: That the place where the principal office of the Corporation is to be established
is at Hangar 7224 Diosdado Macapagal International Airport, Clark Freeport Zone, Clark Field,
Pampanga, Philippines.

FOURTH: That the term for which the 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 are as follows:

Name Nationality Residence

Iren Dornier German Hangar 7224 DMIA, Clark
Field, Pampanga
Nikos Gitsis American Room 404 Lao Centre Bldg,
1000 Arnaiz Ave, Makati City
Celina Esther Cua Filipino 191 Paloverde Tower,
Dansalan
Gardens, Mandaluyong City
King Nazareth Muyot Filipino 5058 De Leon St. Wawa, Sto.
Nino, Paranaque City
Olma Inocentes Filipino Room 408 Lao Centre Bldg,
1000 Arnaiz Ave, Makati City
Geraldine Olivares Filipino Room 408 Lao Centre Bldg,
1000 Arnaiz Ave, Makati City
Tomas Lopez Filipino Room 408 Lao Centre Bldg,
1000 Arnaiz Ave, Makati City
 SIXTH: That the number of the directors of the said corporation shall be five (5) and that
the names, nationalities and residences of the first directors who are to serve until their
successors are elected and qualified as provided in the by-laws are as follows:

Name Nationality Residence

Iren Dornier German Hangar 7224 DMIA, Clark
Field, Pampanga
Nikos Gitsis American Room 404 Lao Centre Bldg,
1000 Arnaiz Ave, Makati City
Olma Inocentes Filipino Room 408 Lao Centre Bldg,
1000 Arnaiz Ave, Makati City
Geraldine Olivares Filipino Room 408 Lao Centre Bldg,
1000 Arnaiz Ave, Makati City
Tomas Lopez Filipino Room 408 Lao Centre Bldg,
1000 Arnaiz Ave, Makati City

SEVENTH: That the authorized capital stock of the corporation is ONE HUNDRED
MILLION PESOS (PhP100,000,000.00) divided into One Million (1,000,000) Shares with the par
value of One. Hundred Pesos(Php100.00) per share.

EIGHTH: That at least 25% of the authorized capital stock has been subscribed and at
least 25% of the total subscription has been paid as follows:

NAME NATIONALITY NO. OF SHARES AMOUNT AMOUNT PAID

SUBSCRIBED SUBSCRIBES
Iren Dornier German 100,000 10,000,000.00 10,000,000.00
Nikos Gitsis American 100,000 10,000,000.00 10,000,000.00
Olma Inocentes Filipino 175,000 17,500,000.00 17,500,000.00
Geraldine Olivares Filipino 119,200 11,920,00.00 11,920,000.00
Tomas Lopez Filipino 5800 580,000.00 580,000.00
King Nazareth Muyot Filipino 1 100.00 100.00
Celina Esther Cua Filipino 1 100.00 100.00
TOTAL 500,002 50,000,200.00 50,000,200.00

NINTH: No transfer of stock or interest which would reduce the stock ownership of
Filipino citizens to less than the required percentage of the capital stock as provided by existing
laws shall be allowed or permitted to be recorded in the proper books of corporation and this
restriction shall be indicated in the stocks certificates issued by the corporation.

TENTH: That Celina V. Cua has been elected by the subscribers as treasurer of the
corporation to act as such until her successor is duly elected and qualified in accordance with
the by-laws; and that as such Treasurer, she has been authorized to receive for and in the name
and for the benefit of the
corporation, all subscriptions paid in by the subscribers.

ELEVENTH: That the corporation manifests its willingness to change its corporate name
immediately upon receipt of notice or directive from the Securities and Exchange Commission
that another corporation, partnership or person acquired a prior right to the use of that name
or that the name has been declared as misleading, deceptive, confusingly similar to a registered
name, or
contrary to public morals, good customs and public policy.

IN WITNESS WHEREOF, we have hereunto set our hands this 11 th day of February 2011
in Makati City.

IREN DORNIER NIKOS GITSIS

Passport no: 9515323384 Passport No: 218468517
TIN: 220-341-125 TIN: 057045404

OLMA INOCENTES GERALDINE OLIVARES

TIN: 158-835-286 TIN: 144-837-708

TOMAS LOPEZ CELINA ESTHER CUA

TIN: 113-395-935 TIN: 905-300-357

KING NAZARETH MUYOT

TIN: 127-324-425

Signed in the Presence of:

____________________ ____________________
Pamela Saño Roland Rosales
 ACKNOWLEDGEMENT

Republic of the Philippines}

Makati City, Metro Manila}s.s.

BEFORE ME, a Notary Public in and for Makati City, Philippines, this 2 nd
Day of March 2011, personally appeared:

Name TIN/Passport No. Date/Palace of Issuance

Iren Dornier 220-341-125/9515323384 Expires 10-03-2015/Germany
Niko Gitsis 057045404/218468517 Expires 11-18-2012
Passport Agency, CA USA
Olma INocentes 158-835-286 Quezon City
Geraldine Olivares 144-837-708
Tomas Lopez 113-395-935
Celina Esther Cua 905-300-357 Quezon City
King N. Muyot 127-324-425 Quezon City

all known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation of South East Asian Airlines (SEAIR) International, Inc. 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 affixed my notarial seal on the
date and at the place first above written.

Notary Public

Doc. No. ____;

Page No.____;
Book No_.___;
Series of 2011.